--------------------------------------------------------------------------------
                                Gerald Yakimishyn
                                    PRESIDENT
                              eWorld Travel, Corp.
                     34700 Pacific Coast Highway, Suite 303
                           Capistrano Beach, CA 92624
            (Name and Address of Person Authorized to Receive Notices
          and Communications on Behalf of the Person Filing Statement)
--------------------------------------------------------------------------------
                                 WITH A COPY TO:
                             KARL E. RODRIGUEZ, ESQ
                              24843 Del Prado, #318
                              Dana Point, CA 92629
                                 (949) 248-9561
                               fax (949) 248-1688
--------------------------------------------------------------------------------

                                  FORM 10-K-SB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

               [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                       Commission File Number:  000-28429

                           For the Year ended 12/31/00


                               EWORLD TRAVEL CORP.

Nevada                                                                68-0423301
(Jurisdiction  of  Incorporation)        (I.R.S.  Employer  Identification  No.)


34700  Pacific  Coast  Highway,  Suite  303,  Capistrano  Beach  CA        92624
(Address of principal executive offices)                              (Zip Code)


Registrant's  telephone  number,  including  area  code:         (949)  248-1765

Securities  registered  pursuant  to  Section  12(b)  of  the  Act:         None


Securities  registered  pursuant  to  Section  12(g)  of  the Act:     2,682,000

Yes  [X]   No  [ ]  (Indicate by check mark whether the Registrant (1) has filed
all  report  required  to  be  filed  by  Section  13 or 15(d) of the Securities
Exchange  Act of 1934 during the preceding 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.)

[]  (Indicate  by  check  mark  whether  if  disclosure  of  delinquent filers (
229.405)  is not and will not to the best of Registrant's knowledge be contained
herein,  in  definitive  proxy  or information statements incorporated herein by
reference  or  any  amendment  hereto.)

As  of  12/31/00:

 the  number  of  shares  outstanding  of  the  Registrant's  Common  Stock  was
2,682,000.

 the  aggregate  number  of  shares  held  by  non-affiliates  was approximately
1,012,000  shares.

Exhibit  Index  is  found  on  page  13

                                        1


PART  I                                                                        3

Item  1.  Description  of  Business                                            3

Item  2.  Description  of  Property                                            5

Item  3.  Legal  Proceedings                                                   5

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders          5

PART  II                                                                       5

Item  5.  Market  for  Common  Equity  and  Stockholder  Matters               5
      (a)  Market  Information                                                 5
      (b)  Holders                                                             6
      (c)  Dividends                                                           6
      (d)  Sales  of  Unregistered  Common  Stock  2000                        6

Item  6.  Management's  Discussion  and  Analysis  or Plan of Operation        6
      (a)  Plan  of  Operation:  Twelve  Months                                6
      (b)  Discussion and Analysis of Financial Condition and Results of
           Operations                                                          7
      (c)  Future  Prospects                                                   8

Item  7.  Financial  Statements                                                9

Item  8.  Changes  In  and  Disagreements  With  Accountants
          on  Accounting  and  Financial  Disclosure                          10

PART  III                                                                     10

Item  9.  Directors and Executive Officers, Promoters and Control Persons     10

Item  10.  Executive  Compensation                                            11

Item  11.  Security Ownership of Certain Beneficial Owners and Management     11
      (a)  Security  Ownership  of  Management                                11
      (b)  Security  Ownership  of  Certain  Beneficial  Owners               11
      (c)  Changes  in  Control                                               11

Item  12.  Certain  Relationships  and  Related  Transactions                 13

Item  13.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K   13
      (a)  Financial  Statements                                              13
      (b)  Form  8-K  Reports                                                 13
      (c)  Exhibits                                                           13

                                        2


                                     PART I


                        ITEM 1.  DESCRIPTION OF BUSINESS.


(A) HISTORICAL INFORMATION. eWorld Travel Corp., was organized as a closely held
Nevada  Corporation,  on  December  9,  1998.  On  or  about January 4, 1999, we
extended  a  limited  offering,  pursuant  to Rule 504, of Regulation D, as then
promulgated  by  the  Securities  and  Exchange  Commission.  The  offering  was
2,000,000  shares  of  common  stock,  at  $0.01 per share, to twenty investors,
including  the  founders  and  initial  affiliates.  The  2,000,000  shares were
subscribed  for  and  placed  to  sophisticated  investors,  with  pre-existing
relationships  to us. On March 1, 1999, we authorized an additional placement of
672,000  additional  shares of common stock, at $0.25 per share, pursuant to the
Rule,  to  eight sophisticated investors, all of whom had previous relationships
with  us, and many of whom had invested in the initial 2,000,000 share offering.
On  March 31, 1999, we accepted two additional subscriptions from two accredited
investors,  for  a  total  of 10,000 shares of common stock, at $0.20 per share,
also  pursuant  to  Rule  504.  As  a result of the foregoing, we have 2,682,000
shares  of  common  stock  issued  and  outstanding.

(B)  THE  BUSINESS  OF  REGISTRANT  AND  ITS  SUBSIDIARIES.

      (1)  PRINCIPAL  PRODUCTS  OR  SERVICES  AND THEIR MARKETS. We are a market
driven company created for the purpose of providing Internet-based online travel
services  for  business  and  leisure  travelers. From our web site, prospective
customers  can search for and book airline flights, car rentals, hotel vacations
and  other services from the convenience of their personal computers. The travel
industry  represents a large and lucrative market, with an estimated total value
of  as  much  as  $2  trillion,  annually,  according  to  the  World  Tourism
Organization. Global spending on travel and tourism has more than doubled in the
decade  as the standard of living of many or most people in the world has risen,
and  as  more  countries have become accessible to tourism. In 1997, spending in
the  United  States by domestic and international travellers generated more than
$502 billion. It is from this enormous market that U.S. travel agencies and tour
operators  earn  their  sizable  revenues.  In  the  United  States, the tourism
industry  is  currently the third largest retail industry, behind automotive and
food  stores.  Online  travel  services  were  the  first real example of online
commerce in the business sector, increasing efficiently and reducing the expense
of travel planning. Online travel revenues can be expected to grow exponentially
over the next five years, as computer users discover the convenience and ease of
booking  online.  Internet users booked $276 million in travel services in 1996.
In 1997, sales tripled to $827 million. By the year 2000, the size of the online
travel  industry  is  believed  by  management  to have reached $9 billion, with
airline  tickets  accounting  for 73 percent of sales. Solomon Brothers has said
that  real-time  travel  information  was  the "third revolution" in the airline
industry,  after  the launch of jet aircraft in the 1950's, and the deregulation
in  the  late  70's.  Commonly known research studies have suggested that online
travel  services  could  be  one  of  the fastest-growing segments of electronic
commerce  over  the  internet.

      (2)  DISTRIBUTION METHODS OF THE PRODUCTS OR SERVICES.  Our web site is on
the  World  Wide  Web  at  www.eworld.com.  The  site provides customers with an
intuitive  interface  of  real-time  data. By linking to the industry's computer
reservation services, the site searches Apollo, Sabre, Worldspan, and System One
data  bases  and  provides  customers  with  travel  information and reservation
capabilities  24  hours  per  day. Visitors to the site will have access to more
than  500  airlines, 50 car rental companies, and 33,000 hotels. These extensive
services are made possible through a partnership with Travelocity.com, Inc., out
of Fort Worth, Texas ("Travelocity"). We have linked with Travelocity to provide

                                        3


the  "booking engine" to our web site, thereby accessing Travelocity's extensive
computer  data  bases,  technology, services and support system. Linking the web
site  to  Travelocity's  system  via  the Internet will reduce significantly our
start-up  time and costs. In exchange, Travelocity receives transaction fees for
providing  turnkey  ticket  fulfillment. This relationship will free us to focus
our  attention and resources on generating revenues from travel booking services
and advertising placed on the site. Our web site manager is Binary Environments,
Ltd.,  an  Internet  company  and  website host, located in Vancouver BC Canada,
specializing  in  the  development  of  Web  applications.  It is owned by Lindi
Coupples,  (604)  733-4060.

      (3)  STATUS  OF  ANY  PUBLICLY  ANNOUNCED  NEW  PRODUCT  OR SERVICE. None.

      (4)  COMPETITIVE  BUSINESS  CONDITIONS  AND  THE  SMALL  BUSINESS ISSUER'S
COMPETITIVE POSITION IN THE INDUSTRY. Competition in the Internet Travel Service
industry  is  intensely  competitive,  and the intensity of such competition can
only  increase  as  the market expands. It is extremely significant that ease of
entry  into  the  area of our business is practical for customers. It is notable
that  many  major  credit  cards,  banks  and other large institutions presently
compete in this area, offering some services to their established customers, and
that  competition  with  such  institutional  giants  will continue to present a
challenge  to  us.

      (5)  SOURCES  OF  AND  AVAILABILITY  OF  RAW  MATERIALS  AND  THE NAMES OF
PRINCIPAL  SUPPLIERS.  Not  applicable.

      (6)  DEPENDANCE  ON  ONE  OR  A  FEW  MAJOR  CUSTOMERS.  Not  applicable.

      (7)  PATENTS,  TRADEMARKS,  LICENSES,  FRANCHISES,  CONCESSIONS,  ROYALTY
AGREEMENTS  OR  LABOR  CONTRACTS.  Not  applicable.

      (8)  NEED  FOR  ANY  GOVERNMENT APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES
AND  STATUS.  Not  applicable.

      (9)  EFFECT  OF  EXISTING  OR  PROBABLE  GOVERNMENTAL  REGULATIONS  ON THE
BUSINESS.  Not  applicable.

      (10)  ESTIMATE OF AMOUNT SPENT ON RESEARCH AND DEVELOPMENT IN EACH OF LAST
TWO  YEARS.  None.

      (11)  COSTS  AND  EFFECTS  OF  COMPLIANCE  WITH  ENVIRONMENTAL  LAWS.  Not
applicable.

      (12)  NUMBER  OF  TOTAL  EMPLOYEES  AND  FULL-TIME  EMPLOYEES.  None.

      (13)  YEAR 2000/2001 COMPLIANCE, EFFECT ON CUSTOMERS AND SUPPLIERS. We are
not  aware  of any Year 2000/2001 compliance issues which would affect customers
or  suppliers,  specifically.  Any  Internet company shares the general risks of
interference  with  the  system as a whole, or of some unforeseeable segment. We
have  made  a  reasonable  series  of  inquires  of those upon whom its business
depends  directly,  and are informed and believes that it is as Y2K compliant as
is reasonably possible, and foresees no Y2K effect upon its business or business
plan.

(C)  FINANCING  PLANS.  For  more  information,  please  see  Item 6 of Part II,
Management's  Discussion  and  Analysis.

(D) PLANNED ACQUISITIONS. There are no planned acquisitions. We are continuously
investigating  means  to  enhance shareholder value. Synergistic acquisitions in
the  future  are  open  to  consideration.

(E)  EMPLOYEES.  We  have  two Officers/Directors and no other employees at this
time.

                                        4


                        ITEM 2.  DESCRIPTION OF PROPERTY.

     We  have  no  property  and  enjoy  the  non-exclusive  use  of offices and
telephone  of our officers and consultant at the present time. We are billed for
consulting  services,  which  billing  includes  all  such  amenities  provided.


                           ITEM 3.  LEGAL PROCEEDINGS.

     There  are  no  legal  proceedings  pending, threatened or suspected, by or
against  our  Corporation,  as  of  the  preparation  of  this  Report.


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

     Our  Annual  Meeting of Shareholders was held on May 1, 2000. The following
proposals  were  submitted  to  shareholders  and  approved:

1.     Reelect  the  two  existing  Directors to serve until the next meeting of
shareholders.

2.     Ratify  the  engagement  of Crouch, Bierwolf & Chisholm, certified public
accountants, as our Corporate Auditors, to review and comment upon our financial
statements.

                                     PART II


           ITEM 5.  MARKET FOR COMMON EQUITY AND STOCKHOLDER MATTERS.


 (A)  MARKET  INFORMATION.  The  Common  Stock of this Issuer is now quoted Over
the Counter on the Bulletin Board ( OTCBB )(November 2000) and previously on the
NQB  "Pink Sheets". We have one class of securities, Common Voting Equity Shares
( Common Stock ). The Company's Securities may be quoted in the over-the-counter
market,  but  there is a young, sporadic and potentially volatile trading market
for  them.  Quotations  for,  and transactions in, the Securities are capable of
rapid  fluctuations,  resulting  from  the  influence  of  supply  and demand on
relatively thin volume. There may be buyers at a time when there are no sellers,
and sellers when there are no buyers, resulting in significant variations of bid
and  ask  quotations  by  market-making dealers, attempting to adjust changes in
demand  and  supply.  A  young  market  is also particularly vulnerable to short
selling,  sell  orders  by  persons  owning no shares of stock, but intending to
drive  down  the  market price so as to purchase the shares to be delivered at a
price  below  the price at which the shares were sold short. Based upon standard
reporting  sources,  the  following  information  is  provided:


period .      high bid       low bid     volume
1st 2000          Not Available
2nd 2000          Not Available
3rd 2000          Not Available
4th 2000           9/16      1/4         85,000


     The  foregoing  price information is based upon inter-dealer prices without
retail  mark-up,  mark-down  or  commissions  and  may  not  reflect  actual
transactions.  The  source  of  the  information  is  bigcharts.com.

                                        5


 (B)  HOLDERS.  Management  calculates that the approximate number of holders of
the  Company's  Common  Stock,  as  of  December  31,  2000,  was  21.

 (C)  DIVIDENDS.  We  have  not paid any cash dividends on our Common Stock, and
do not anticipate paying cash dividends on our Common Stock in the next year. We
anticipate  that any income generated in the foreseeable future will be retained
for  the  development  and  expansion of our business. Future dividend policy is
subject  to  the  discretion  of  the  Board of Directors and will depend upon a
number  of  factors,  including  future  earnings,  debt  service,  capital
requirements,  business  conditions,  the financial condition of the Company and
other  factors  that  the  Board  of  Directors  may  deem  relevant.

 (D)  SALES  OF  UNREGISTERED  COMMON  STOCK  2000.  None


       ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.


 (A)  PLAN OF OPERATION: TWELVE MONTHS. The initial plan remains to take optimal
advantage  of  the  burgeoning  market by positioning us as a one-stop shop, for
travellers  worldwide, offering the widest possible range of travel information,
services  and  products. This is considered an ambitious but achievable plan. As
the  market  has  deflated in the past few months, expanded business and website
development have been deferred. The initial revenue generation is expected to be
generated  from  advertisers on the web site, and gradually shifting in favor of
customer bookings. We will expand with offerings of travel related products over
time.  While there can be no assurance of success, we believe that the site will
attract  the  attention  of  travellers, by means of the extensive array of free
travel  information available, and its ease of use. Website development expected
to  be completed by the end of the current year has been deferred in response to
current  market  conditions.  Management reports that we continue to explore new
revenue  sources  and  internet  travel solutions. As the market headed into the
close  of  year  2000,  all  indicators relied upon by management were decidedly
negative  toward  any  proposed capital formation or business development of new
internet  businesses.  Implementation  of  strategic  software  solutions  in  a
volitive downward-trending marketplace did not make good sense to management. We
would expect to obtain a working office, and to furnish it with office equipment
and  one  or  two  ordinary  personal  computers. We do not require an expensive
server  or  database  system because of our agreement with Travelocity's website
and  use of their web network. We would expect to employ a manager and two sales
personnel when operations are launched. This may occur in the first half of year
2001,  if  market  conditions  improve.

     The  following  discussion identifies more specifically our deferred plans:
Binary  Environments  has  worked  and  will  resume  work  on  mapping software
exclusively  for  us;  research  and  development  of high-school and collegiate
target marketing programs to be incorporated into our site. Future plans include
acquisition  of  a  fully-scalable  web  server,  with  a  hardware  cost  of
approximately  $15,000,  postponed.

     CASH  REQUIREMENTS AND OF NEED FOR ADDITIONAL FUNDS: TWELVE MONTHS. Because
of  market  conditions  we  have estimated and continue to estimate that we will
require  about  $125,000.00  to  $150,000.00  in  new financing, during the next
twelve months, with which to launch and sustain our operations. The company will
endeavor  to  develop strategic alliances with existing travel service companies
and  develop  a  more  "hands-on" business strategy. While no specific financing
program has been fixed or adopted, we intend to raise these funds by the private
placement  of  up  to  1,000,000  new  investment  shares  of  common  stock, at
approximately  $0.20  per  share, to sophisticated, accredited and institutional
investors.  Last  Quarter  market  conditions  were unfavorable to our launch of
these  programs.  They  have  been  deferred.

                                        6


     CAUTIONARY  STATEMENT: There can be no assurance that we will be successful
in  raising  capital  through  private  placements  or otherwise. Even if we are
successful  in  raising  capital  through the sources specified, there can be no
assurances  that  any such financing would be available in a timely manner or on
terms acceptable to us and our current shareholders. Additional equity financing
could  be  dilutive  to  our  then existing shareholders, and any debt financing
could  involve  restrictive  covenants  with  respect  to future capital raising
activities  and  other  financial  and  operational  matters.


 (B)  DISCUSSION  AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Selected  financial  information  and  discussion  is  provided,  as  follows:

Balance Sheet: . . . . . . . . .  December 31    December 31
Selected Information . . . . . .          2000           1999
--------------------------------  -------------  -------------
Cash and Equivalents . . . . . .  $      1,133   $      1,825
Accounts Receivable. . . . . . .             0              0
--------------------------------  -------------  -------------
Current Assets . . . . . . . . .         1,133          1,825
Investments: Available for Sale.           415              0
                                  -------------  -------------
Other Assets . . . . . . . . . .           415              0
--------------------------------  -------------  -------------
Total Assets . . . . . . . . . .         1,548          1,825
                                  =============  =============
Accounts Payable . . . . . . . .         7,400              0
Advances (Related Party) . . . .             0           385
Notes Payable (Related Party). .        41,685
Total Liabilities. . . . . . . .        49,085            385
Common Stock . . . . . . . . . .         2,682          2,682
                                  -------------  -------------
Paid-in Capital. . . . . . . . .        36,118         36,118
Less: Subscription Receivable. .             0        (1,000)
Accumulated Comprehensive
(Loss) . . . . . . . . . . . . .       (12,185)             0
Accumulated Deficit. . . . . . .       (74,152)       (36,360)
                                  -------------  -------------
Total Equity . . . . . . . . . .       (47,537)         1,440
                                  -------------  -------------
Total Liabilities and Equity . .         1,548          1,825
                                  =============  =============

     During  1999,  an  officer  and  shareholder paid expenses on behalf of the
Company  in  the  amount of $385. During 2000, an officer and shareholder loaned
the  Company  $41,685. The note is non-interest bearing and payable upon demand.

     During  1999,  we issued 672,000 shares of common stock for cash of $16,800
and  10,000  shares  of  common  stock  for  cash  of  $1,000 and a subscription
receivable  of  $1,000.  During 1998, we issued 2,000,000 shares of common stock
for  a  subscription  receivable  of $20,000. We received the $20,000 in January
1999.

     In  January  2000,  our  notes  receivable  of  $3,351, was exchanged for a
marketable equity security valued at $12,600. A gain of $9,249 was recognized on

                                        7


the  exchange. As of December 31, 2000, the estimated fair value of the security
is  $415.  The  unrealized loss of $12,185 has been recognized as an accumulated
comprehensive  loss.


     We have recorded no revenues, and our deficit from operations has increased
substantially.

                                                 Inception    Inception
                                     For the      March 26,    March 26,
                                      Years.        1999         1999
                                      ended.         to           To
                                     December     December     December
                                        31           31           31
                                      2000         1999         2000
 Operations
 Selected Information
Revenues:. . . . . . . . . . .  $        0   $        0   $        0
                                -----------  -----------  -----------
 Total Revenues. . . . . . . .           0            0            0
(Expenses):. . . . . . . . . .     (47,041)     (36,360)     (83,401)
------------------------------  -----------  -----------  -----------
   General & Administrative
 Total Expenses. . . . . . . .     (47,041)     (36,360)     (83,401)
Net Operating (Loss) . . . . .     (47,041)     (36,360)     (83,401)
------------------------------  -----------  -----------  -----------
Other Income (Expense):. . . .       9,249            -        9,249
==============================  ===========  ===========  ===========
   Gain on retirement of debt
 Total Other . . . . . . . . .       9,249            0        9,249
Net (Loss) . . . . . . . . . .     (37,792)     (36,360)     (74,152)
------------------------------  -----------  -----------  -----------
Net Loss per share . . . . . .        (.01)        (.01)        (.03)
==============================  ===========  ===========  ===========
Weighted average shares. . . .   2,682,860    2,618,860    2,564,860
outstanding



     Reference  is  made  to  NOTE 2 of our financial statements, Going Concern.
The  accompanying  financial  statements  have  been  prepared assuming that the
company  will  continue  as  a  going  concern.  The  company  has had recurring
operating  losses  and is dependant upon raising capital to continue operations.
The  financial  statements  do not include any adjustments that might arise from
the  outcome  of  this uncertainty. It is management's plan to find an operating
company  to  merge  with,  thus  creating  necessary  operating  revenue."

     Reference  is  made  to Note 3, Development Stage Company, of our financial
statements:  "The Company is a development stage company as defined in Financial
Accounting Standards Board Statement 7. It is concentrating substantially all of
its  efforts in raising capital and defining its business operations in order to
generate  significant  revenues.

     A  mature  and  business-like  analysis  of  our  operations  and resulting
condition strongly suggests that we need to find a partner, with some capital or
operations,  to  assist  us  in  realizing  the objectives of our business plan.


 (C)  FUTURE  PROSPECTS.  The  development  of  a niche market for eWorld Travel
remains  the  major focus for management. As several vertical markets have grown

                                        8


within  the last few months, in areas of travel management software and wireless
web  access  for travellers, certain markets are just now beginning to realize a
significant  potential.  The  international appeal of internet travel has been a
positive  direction  for  internet-based  travel.  Management  has  investigated
several  vertical  markets  and  is confident that the best business development
direction  will  be  found  for  us.  A  potential  partnering strategy is being
investigated  as  the  wireless  environment  is  now  very  mobile.  Networking
alliances  with  internet  hardware  providers  is  also  being  investigated.

     Management  has had several constructive discussions in December 2000, with
several  groups  interested  in  co-development  of  our  software  and  website
integration  with  selected  vertical  market  travel  service providers. We are
seeking  alliances  to further enhance growth. Some of these potential alliances
offer  exclusive  information  services  and  bookings  which appeal to selected
travellers.  We  are  investigating the development of specific software using a
Florida  company  (Pro  Logic  Computer  Systems, Inc.) for access rights to its
existing Application Service Provider, in order to private-label the eWorld air,
car rental and hotel booking programs. In addition, Pro Logic would also provide
the  software  for  the  fulfillment  mechanism  of all travel bookings. The Pro
Logic,  TourPro  Reservation  System boasts a real-time connectivity to Amedeus,
Sabre  and Apollo, for intelligent robotic bookings. The TourPro may be accessed
via  standard  internet  connections  for home-based reservation agents or major
customers.  This  area  of service will give us a new added feature to us, which
clients  can  use  on  a regular basis for travel planning and real-time air and
hotel  pricing schedules. The TourPro staff has developed a powerful programming
team  able  to provide our website with a comprehensive solution package for all
of  our  clients.

     We  will  implement  our  development  plans  as  soon  as  funding becomes
available.  We  have  had  serious  discussions  with  key  management of Simply
Travel.com,  an  internet  travel  service  portal,  for possible development of
strategic  alliances  in  several  vertical markets in British Columbia, Canada,
with  a  view to destinations like Whistler and Vancouver Islands. Simply Travel
is  also  expanding its vertical market to Hawaii. We also foresee steady growth
opportunities  in  the  ski-destination  market  and  cruise  ship  bookings.

     CAUTIONARY  STATEMENT  REPEATED:  There can be no assurance that we will be
successful  in raising capital through private placements, business combinations
or  otherwise.  Even if we are successful in raising capital through the sources
specified, there can be no assurances that any such financing would be available
in  a  timely  manner or on terms acceptable to us and our current shareholders.
Additional  equity  financing,  merger or joint-venture could be dilutive to our
then  existing  shareholders,  and  any debt financing could involve restrictive
covenants  with respect to future capital raising activities and other financial
and  operational  matters.  Even  if  we  are successful in raising capital in a
timely  manner  and  on  terms  acceptable to us and our shareholders, there are
innumerable  risks  of business failure that haunt the path to profitability. We
may  not prove competitive in our areas of focus. Funding may not prove adequate
to  see  us  through  our development stage. We are virtually a start-up company
with  all  of  the  risks  which  attend  new  ventures.



                         ITEM 7.  FINANCIAL STATEMENTS.

     Please see the Exhibit Index found on page 13 of this Report. The financial
statements  listed  therein, attached hereto and filed herewith are incorporated
herein  by  this  reference  as though fully set forth herein. Additionally, our
Balance  Sheet  and  Statement of Operations are substantially reproduced in the
preceding  Item  6(b).

                                        9


             ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                     ON ACCOUNTING AND FINANCIAL DISCLOSURE.

                                      None.


                                    PART III


    ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

     The  following  persons  are  our  Directors,  having taken office from the
inception  of  the  issuer,  to serve until their successors might be elected or
appointed. The time of the next meeting of shareholders has not been determined.

     Gerald  Yakimishyn,  age  47,  President,  Founder  and  Director,  will be
coordinating our administrative efforts, and will guide it in its implementation
of  its strategic business plan. Mr. Yakimishyn has a diverse background ranging
from  hands-on,  in-the-field  mineral  exploration experience, to leadership in
secondary-level  industrial  education.  He  was  a  Surrey  School  District
administrator  for  14  years,  before  his  move into the private industry. Mr.
Yakimishyn  was  instrumental  in  the  management  and capitalization of Pierce
Mountain Resources, Carmelita Resources Limited and Meridian Mercantile, Inc., a
merchant  banking organization; before joining Sino Pacific Development in 1996.
He  became  CEO  and  President  of  Sino Pacific Development in 1997. He was an
investor and Director of MarketCentral.Net, an emerging internet company, during
its  recent  organization and launch, retiring November 17, 1999. Mr. Yakimishyn
devotes  only such time to our business as is necessary to perform his duties as
an  officer  and  director.

     Kirt  W. James, age (43), Secretary and Director, has a lifelong background
in  marketing  and sales. From 1972 to 1987, Mr. James was responsible for sales
and  business administrative matters for Glade N. James Sales Co., Inc. and from
1987  to  1990 Mr. James built retail markets for American International Medical
Supply Co., a publicly traded company. In 1990 he formed and became President of
HJS  Financial  Services,  Inc., and was responsible for the day to day business
operations  of  the  firm  as well as consultation with Clients concerning their
business  and Product Development. He remains the President and Sole Shareholder
of  HJS,  which  is presently substantially inactive. During the past five years
Mr.  James  has been involved in the valuation of private companies for internal
purposes,  and  as a consultant to private companies engaged in the private sale
and  acquisition  of other  private businesses. He has also assisted private and
public  companies  in planning for entry into the public market place. Mr. James
is not and has never been a broker-dealer. He has acted primarily as consultant,
and  in  some  cases  has  served  as  an interim officer and director of public
companies  in  their  development stage. Mr. James devotes only such time to our
business  as  is necessary to perform his duties as an officer and director. The
following  disclosure  identifies  those public companies with which he has been
involved  during  the  past  five  years:

     For  the  past  five years, and currently, Mr. James has been an Officer of
Intrepid  International,  Ltd.,  a  Nevada Corporation, providing consulting and
management  services  to emerging public and private corporations, on a time-fee
basis. Intrepid is a consultant to this corporation, and Mr. James serves on our
board  as a part of such service. Currently, Mr. James is an Officer/Director of
Oasis Entertainment Corporation (a private corporation currently involved in the
promotion  of  entertainment  projects.  Mr.  James  is  a principal officer and
entrepreneur  with  respect to this corporation. This corporation never made any
offerings or received any investors money. Its shares have never traded publicly
or  privately);  Oasis  Entertainment's  4th  Movie Project, Inc. (a corporation
engaged  in  the  production  of and investment in entertainment projects. It is

                                       10


actively  engaged  in  business.  Its shares have never traded;) EditWorks, Ltd.
(incorporated  in  the  State  of  Nevada on August 20, 1998, for the purpose of
establishing a computer aided, post-production editing service for various media
businesses.  It  is an active operating company. This company trades actively on
the  OTCBB;)  North  American  Security  &  Fire  (an  operating company, in the
business of fire prevention, and the installation of alarm and security systems.
This  company  is  not currently quoted on the OTCBB or NQB Pink sheets, and its
shares  are  not trading;) DP Charters, Inc. (a business venture incorporated in
Nevada  on  December  18,  1997 with the intention of initiating a charter yacht
service  from the Dana Point Harbor, Orange County, California. The Issuer later
expanded  its  business  plan to include the organization of scuba dive tours at
various  world  locations.  It's business has recently been further expanded and
has  been  renamed  TriLucent Technologies, Inc. During the past five years, Mr.
James  has  served  also  as  an officer or director of the following public, or
semi-public  companies.  Earth  Industries,  Inc.;  HomeTeach.com); NSJ Mortgage
Capital Corporation, Inc.; Market Formulation & Research; PNG Ventures, Inc. and
Last  Company  Clothing,  Inc.


                        ITEM 10.  EXECUTIVE COMPENSATION.

     Our Officers and Directors serve without compensation at this time. No plan
of compensation has been adopted or is under consideration at this time. None of
the  Directors  currently  receives, or has ever received, any salary from us in
their  capacities  as  such.  No  officers  or directors are under an employment
contract  with  us. We have no retirement, pension, profit sharing, or insurance
or  medical  reimbursement  plans.  Mr.  James,  our  Secretary/Treasurer, is an
officer  of  Intrepid  International, Ltd., a Nevada Corporation, which performs
corporate  services  to us on a time-fee basis. Mr. James receives no special or
extra-compensation  by Intrepid, by reason of his service as Officer or Director
of  this  corporation.

     Management  reports its expectation that its Officers and Directors will be
compensated  in stock during year 2001; however the Board of Directors has taken
no  formal  action  in  this  regard.


    ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.


 (A)  SECURITY  OWNERSHIP OF MANAGEMENT. To the best of our knowledge and belief
the following disclosure presents the total beneficial security ownership of all
Directors  and  Nominees,  naming  them,  and by all Officers and Directors as a
group, without naming them, of us, known to or discoverable by us. More than one
person, entity or group could be beneficially interested in the same securities,
so that the total of all percentages may accordingly exceed one hundred percent.
Please  refer  to  explanatory  notes  if  any,  for clarification or additional
information.

 (B)  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS.  To  the best of our
knowledge  and  belief  the  following  disclosure  presents  the total security
ownership  of  all persons, entities and groups, known to or discoverable us, to
be  the beneficial owner or owners of more than five percent of any voting class
of  Registrant's  stock.  More  than  one  person,  entity  or  group  could  be
beneficially  interested  in  the  same  securities,  so  that  the total of all
percentages  may  accordingly exceed one hundred percent of some or any classes.
Please  refer  to  explanatory  notes  if  any,  for clarification or additional
information.

 (C)  CHANGES  IN  CONTROL. There are no arrangements known to us, including any
pledge  by  any  persons,  of  securities  of  this  corporation, which may at a
subsequent  date  result  in  a  change  of  control  of  the  Issuer.

                                       11


                                SECURITY TABLE A

<TABLE>
<CAPTION>
<S>                                             <C>        <C>      <C>          <C>
 Name and Address of Officer/Director.           Share       Share
                                                Ownership      %     Attribution     %
----------------------------------------------------------------------------------------
Gerald Yakimishyn (1). . . . . . . . . . . . .    360,000    13.42    1,570,000    58.54
11270 Chalet Road
Sidney B.C. Canada V8L 5M1 President/Director
Kirt W. James (2). . . . . . . . . . . . . . .          0     0.00      100,000     3.73
24843 Del Prado #318
Dana Point CA 92629 Secretary/Treasurer
Officers and Directors as a Group. . . . . . .    360,000    13.42    1,670,000    62.27
Total Shares Issued and Outstanding. . . . . .  2,682,000   100.00    2,682,000   100.00
==============================================  =========  =======  ===========  =======
</TABLE>


                                SECURITY TABLE B


Name and Address of Beneficial Owner.  Share      Share
                                       Ownership       %  Attribution       %
-----------------------------------------------------------------------------
Sharon Yakimishyn (1) . . . . . . . .    160,000    5.97    1,570,000   58.54
11270 Chalet Road
Sidney B.C. Canada V8L 5M1
-----------------------------------------------------------------------------
GSMY Development Ltd. (1) . . . . . .    150,000    5.59    1,570,000   58.54
11270 Chalet Road
Sidney B.C. Canada V8L 5M1
-----------------------------------------------------------------------------
Travis Yakimishyn (1) . . . . . . . .    160,000    5.97    1,570,000   58.54
11270 Chalet Road
Sidney B.C. Canada V8L 5M1
-----------------------------------------------------------------------------
Troy Yakimishyn (1) . . . . . . . . .    160,000    5.97    1,570,000   58.54
11270 Chalet Road
Sidney B.C. Canada V8L 5M1
Alysha Yakimishyn (1) . . . . . . . .    160,000    5.97    1,570,000   58.54
11270 Chalet Road
Sidney B.C. Canada V8L 5M1
-----------------------------------------------------------------------------
San Juan Capital Corp. (1). . . . . .    260,000    9.69    1,570,000   58.54
11270 Chalet Rd.
Sidney B.C. Canada
-----------------------------------------------------------------------------
G.S.M.Y. Development Ltd. (1) . . . .    160,000    5.97    1,570,000   58.54
11270 Chalet Rd.
Sidney B.C. Canada V8L 5M1
-----------------------------------------------------------------------------
Shibewalt Management, Inc. (2). . . .    100,000    3.73      100,000    3.73
24843 Del Prado #318
Dana Point CA 92629
-----------------------------------------------------------------------------


(1)  These shares are attributed as if common ownership among Mr. Yakimishyn and
his  personal  and  corporate  family.

(2)  Shibewalt  Management,  Inc.  is  a private corporation wholly-owned by Mr.
James.  Mr. James is an Officer of our consultant and service provider, Intrepid
International Ltd. Intrepid is not a shareholder of this corporation. Please see
Relationships  and  Transactions,  Item  12  following.

                                       12


            ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Mr.  James,  ours  Secretary/Treasurer,  is  an  officer  of  Intrepid
International,  Ltd., a Nevada Corporation, which performs corporate services to
us  on  a time-fee basis. Intrepid has no security interest in this corporation.
As  part of this arrangement, Intrepid's General Counsel, William Stocker serves
as  Special  Securities Counsel to us. Mr. Stocker has also served as Counsel to
Mr.  James  from  time  to  time.


   ITEM 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.


 (A)  FINANCIAL  STATEMENTS.  Please  see  Exhibit  Index  following.

 (B)  FORM  8-K  REPORTS.  None

 (C)  EXHIBITS.  Please  see  Exhibit  Index  following.



Exhibit                                                                Page
Number      Table  Category  /  Description  of  Exhibit              Number
--------------------------------------------------------------------------------
                   [3]   ARTICLES OF INCORPORATION AND BY-LAWS
--------------------------------------------------------------------------------
3.1     ARTICLES OF INCORPORATION                                             15
3.2     BY-LAWS                                                               17
--------------------------------------------------------------------------------
                              FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
KF-00     Audited Financial Statements for the years ended December 31, 2000,
          1999.                                                               26
--------------------------------------------------------------------------------

                                       13


                                   SIGNATURES

     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
report  has  been  signed  below  by  the  following  persons  on  behalf of the
Registrant  and  in  the  individual  capacities  and  on  the
date  indicated.

                               EWORLD TRAVEL CORP.

Dated:  February  9,  2001
                                       by


/s/Gerald Yakimishyn            /s/Kirt W. James
   Gerald  Yakimishyn              Kirt  W.  James
   president/director              secretary/director

                                       14


--------------------------------------------------------------------------------
                                   EXHIBIT 3.1

                            ARTICLES OF INCORPORATION
--------------------------------------------------------------------------------

                                       15


                            ARTICLES OF INCORPORATION
                                       OF
                               EWORLD TRAVEL CORP.


     ARTICLE  I.  The  name  of  the  Corporation  is  EWORLD  TRAVEL  CORP.

     ARTICLE  II.  Its principal office in the State of Nevada is 774 Mays Blvd.
#10,  Incline  Village  NV  89451.  The  initial  resident agent for services of
process  at  that  address  is  N&R  Ltd.  Group,  Inc

     ARTICLE  III.  The  purposes  for which the corporation is organized are to
engage in any activity or business not in conflict with the laws of the State of
Nevada  or  of  the  United  States  of America.  The period of existence of the
corporation  shall  be  perpetual.

     ARTICLE  IV.  The corporation shall have authority to issue an aggregate of
100,000,000  shares  of common voting equity stock of par value one mil ($0.001)
per share, and no other class or classes of stock, for a total capitalization of
$100,000. The corporation's capital stock may be sold from time to time for such
consideration  as  may  be  fixed  by  the  Board of Directors, provided that no
consideration  so  fixed  shall  be  less  than  par  value.

     ARTICLE  V.  No  shareholder  shall  be  entitled  to  any  preemptive  or
preferential  rights  to subscribe to any unissued stock or any other securities
which the corporation may now or hereafter be authorized to issue, nor shall any
shareholder  possess  cumulative  voting rights at any shareholders meeting, for
the  purpose  of  electing  Directors,  or  otherwise.

     ARTICLE  VI. The name and address of the Incorporator of the corporation is
William  Stocker  attorney  at  law,  34700  Pacific  Coast  Highway, Suite 303,
Capistrano  Beach, CA 92624. The affairs of the corporation shall be governed by
a  Board  of  Directors  of not less than one (1) nor more than (7) persons. The
Incorporator  shall  act  as  Sole  Initial  Director.

     ARTICLE  VII. The Capital Stock, after the amount of the subscription price
or  par  value,  shall  not  be  subject  to  assessment to pay the debts of the
corporation,  and  no  stock  issued,  as  paid  up, shall ever be assessable or
assessed.

     ARTICLE  VIII.  The  initial By-laws of the corporation shall be adopted by
its  Board  of  Directors.  The  power to alter, amend or repeal the By-laws, or
adopt  new  By-laws,  shall  be  vested  in  the  Board  of Directors, except as
otherwise  may  be  specifically  provided  in  the  By-laws.

     I  THE  UNDERSIGNED,  being  the  Incorporator  hereinbefore  named for the
purpose  of  forming  a  corporation pursuant the General Corporation Law of the
State  of  Nevada,  do  make  and  file  these Articles of Incorporation, hereby
declaring  and certifying that the facts herein stated are true, and accordingly
have  set  my  hand  hereunto  this  Day,

Dated:  December  9,  1998


                               /s/William Stocker
                                 William Stocker
                                 attorney at law
                                  Incorporator

                                       16


--------------------------------------------------------------------------------
                                   EXHIBIT 3.2

                                     BY-LAWS
--------------------------------------------------------------------------------

                                       17


                                     BY-LAWS
                                       OF
                               EWORLD TRAVEL CORP.
                              A NEVADA CORPORATION


                                    ARTICLE I
                                CORPORATE OFFICES


     The  principal  office  of  the corporation in the State of Nevada shall be
located  at  774  Mays Blvd. Suite 10, Incline Village NV 89451. The corporation
may have such other offices, either within or without the State of incorporation
as  the  board  of directors may designate or as the business of the corporation
may  from  time  to  time  require.


                                   ARTICLE II
                             SHAREHOLDERS' MEETINGS

SECTION  1.  PLACE  OF  MEETINGS

     The  directors  may designate any place, either within or without the State
unless  otherwise  prescribed by statute, as the place of meeting for any annual
meeting  or  for any special meeting called by the directors. A waiver of notice
signed  by  all  stockholders  entitled  to  vote at a meeting may designate any
place,  either  within  or  without  the  State  unless  otherwise prescribed by
statute, as the place for holding such meeting. If no designation is made, or if
a  special  meeting  be  otherwise  called,  the  place  of meeting shall be the
principal  office  of  the  corporation.

SECTION  2.  ANNUAL  MEETINGS

     The  time  and date for the annual meeting of the shareholders shall be set
by  the  Board  of  Directors of the Corporation, at which time the shareholders
shall  elect a Board of Directors and transact any other proper business. Unless
the  Board  of  Directors  shall  determine otherwise, the annual meeting of the
shareholders  shall be held on the second Monday of March in each year, if not a
holiday, at Ten o'clock A.M., at which time the shareholders shall elect a Board
of  Directors  and  transact  any other proper business. If this date falls on a
holiday,  then  the  meeting  shall be held on the following business day at the
same  hour.

SECTION  3.  SPECIAL  MEETINGS

     Special  meetings  of  the shareholders may be called by the President, the
Board  of  Directors,  by  the holders of at least ten percent of all the shares
entitled  to  vote  at  the  proposed  special  meeting, or such other person or
persons  as  may  be  authorized  in  the  Articles  of  Incorporation.

SECTION  4.  NOTICES  OF  MEETINGS

     Written  or  printed  notice stating the place, day and hour of the meeting
and,  in  the  case  of a special meeting, the purpose or purposes for which the
meeting  is called, shall be delivered not less than ten (10) days nor more than
sixty (60) days before the date of the meeting, either personally or by mail, by
the  direction of the president, or secretary, or the officer or persons calling
the  meeting.  If  mailed,  such  notice  shall  be  deemed to be delivered when
deposited in the United States mail, addressed to the stockholder at his address
as  it  appears  on  the  stock  transfer books of the corporation, with postage
thereon  prepaid.
Closing  of  Transfer  Books  or  Fixing  Record  Date.

                                       18


     (a) For the purpose of determining stockholders entitled to notice of or to
vote  at any meeting of stockholders or any adjournment thereof, or stockholders
entitled to receive payment of any dividend, or in order to make a determination
of  stockholders  for any other proper purpose, the directors of the corporation
may  provide  that  the stock transfer books shall be closed for a stated period
but  not to exceed, in any case twenty (20) days. If the stock transfer books be
closed for the purpose of determining stockholders entitled to notice or to vote
at  a  meeting  of  stockholders, such books shall be closed for at least twenty
(20)  days  immediately  preceding  such  meeting.

     (b)  In  lieu  of  closing  the  stock  transfer  books,  the directors may
prescribe  a  day  not  more than sixty (60) days before the holding of any such
meeting  as  the  day as of which stockholders  entitled to notice of the and to
vote at such meeting must be determined. Only stockholders of record on that day
are  entitled  to  notice  or  to  vote  at  such  meeting

     (c)  The directors may adopt a resolution prescribing a date upon which the
stockholders  of  record are entitled to give written consent to actions in lieu
of  meeting.  The  date  prescribed by the directors may not precede nor be more
than  ten  (10)  days  after  the  date  the resolution is adopted by directors.

SECTION  5.  VOTING  LIST.

     The  officer  or  agent  having  charge of the stock transfer books for the
shares of the corporation shall make, at least ten (10) days before each meeting
of  stockholders,  a  complete  list  of  stockholders  entitled to vote at such
meeting,  or  any  adjournment thereof, arranged in alphabetical order, with the
address  of  and  number of shares held by each, which list, for a period of ten
(10)  days  prior to such meeting, shall be kept on file at the principal office
of  the corporation and shall be subject to inspection by any stockholder at any
time during usual business hours. Such list shall also be produced and kept open
at  the  time and place of the meeting and shall be subject to the inspection of
any  stockholder  during  the  whole  time  of  the  meeting. The original stock
transfer  book  shall  be  prima  facie  evidence as to who are the stockholders
entitled  to  examine  such  list or transfer books or to vote at the meeting of
stockholders.

SECTION  6.  QUORUM.

     At  any meeting of stockholders, a majority of fifty percent plus one vote,
of  the  outstanding  shares of the corporation entitled to vote, represented in
person  or  by proxy, shall constitute a quorum at a meeting of stockholders. If
less  than said number of the outstanding shares are represented at a meeting, a
majority  of  the outstanding shares so represented may adjourn the meeting from
time to time without further notice. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been  transacted at the meeting originally notified. The stockholders present at
a  duly  organized  meeting may continue to transact business until adjournment,
notwithstanding  the  withdrawal  of  enough  stockholders  to leave less than a
quorum.

SECTION  7.  PROXIES.

     At  all  meetings  of  the  stockholders,  a  stockholder may vote by proxy
executed  in  writing  by  the stockholder or by his duly authorized attorney in

                                       19


fact.  Such proxy shall be filed with the secretary of the corporation before or
at  the  time  of  the  meeting.  Such  proxies  may  be deposited by electronic
transmission.

SECTION  8.  VOTING.

     Each  stockholder  entitled  to  vote  in  accordance  with  the  terms and
provisions  of  the  certificate  of  incorporation  and  these by-laws shall be
entitled to one vote, in person or by proxy, for each share of stock entitled to
vote  held by such shareholder. Upon the demand of any stockholder, the vote for
directors  and  upon  any  question  before  the meeting shall be by ballot. All
elections  for directors shall be decided by plurality vote; all other questions
shall  be  decided  by  majority  vote  except  as  otherwise  provided  by  the
Certificate  of  Incorporation  or  the  laws  of  Nevada.

SECTION  9.  ORDER  OF  BUSINESS.

     The  order  of  business  at  all meetings of the stockholders, shall be as
follows:

     a.     Roll  Call.
     b.     Proof  of  notice  of  meeting  or  waiver  of  notice.
     c.     Reading  of  minutes  of  preceding  meeting.
     d.     Reports  of  Officers.
     e.     Reports  of  Committees.
     f.     Election  of  Directors.
     g.     Unfinished  Business.
     h.     New  Business.


SECTION  10.  INFORMAL  ACTION  BY  STOCKHOLDERS.

     Unless  otherwise  provided by law, any action required to be taken, or any
other  action which may be taken, at a meeting of the stockholders, may be taken
without  a  meeting  if a consent in writing, setting forth the action so taken,
shall  be signed by all of the stockholders entitled to vote with respect to the
subject matter thereof. Unless otherwise provided by law, any action required to
be  taken,  or  any  other  action  which  may  be  taken,  at  a meeting of the
stockholders,  may  be  taken without a meeting if a consent in writing, setting
forth  the  action  so  taken,  shall  be  signed  by  a  Majority of all of the
stockholders  entitled to vote with respect to the subject matter thereof at any
regular  meeting  called on notice, and if written notice to all shareholders is
promptly  given  of  all  action  so  taken.

SECTION  11.  BOOKS  AND  RECORDS.

     The  Books,  Accounts,  and  Records  of  the corporation, except as may be
otherwise  required  by  the laws of the State of Nevada, may be kept outside of
the  State of Nevada, at such place or places as the Board of Directors may from
time to time appoint. The Board of Directors shall determine whether and to what
extent the accounts and the books of the corporation, or any of them, other than
the  stock  ledgers, shall be open to the inspection of the stockholders, and no
stockholder  shall  have any right to inspect any account or book or document of
this  Corporation,  except  as  conferred  by  law  or  by  resolution  of  the
stockholders  or  directors. In the event such right of inspection is granted to
the  Stockholder(s)  all  fees associated with such inspection shall be the sole
expense  of  the  Stockholder(s)  demanding the inspection. No book, account, or
record  of  the  Corporation  may be inspected without the legal counsel and the
accountants  of the Corporation being present. The fees charged by legal counsel

                                       20


and  accountants to attend such inspections shall be paid for by the Stockholder
demanding  the  inspection.


                                   ARTICLE III
                               BOARD OF DIRECTORS

SECTION  1.  GENERAL  POWERS.

     The  business  and affairs of the corporation shall be managed by its board
of  directors.  The  directors  shall  in all cases act as a board, and they may
adopt  such  rules  and  regulations  for  the conduct of their meetings and the
management  of  the  corporation, as they may deem proper, not inconsistent with
these  by-laws  and  the  laws  of  this  State.

SECTION  2.  NUMBER,  TENURE,  AND  QUALIFICATIONS.

     The  number  of  directors of the corporation shall be a minimum of one (l)
and  a  maximum  of  nine  (7),  or  such other number as may be provided in the
Articles of Incorporation, or amendment thereof. Each director shall hold office
until the next annual meeting of stockholders and until his successor shall have
been  elected  and  qualified.

SECTION  3.  REGULAR  MEETINGS.

     A regular meeting of the directors, shall be held without other notice than
this  by-law  immediately after, and at the same place as, the annual meeting of
stockholders.  The  directors may provide, by resolution, the time and place for
holding  of  additional  regular  meetings  without  other  notice  than  such
resolution.

SECTION  4.  SPECIAL  MEETINGS.

     Special meetings of the directors may be called by or at the request of the
president or any two directors. The person or persons authorized to call special
meetings  of  the directors may fix the place for holding any special meeting of
the  directors  called  by  them.

SECTION  5.  NOTICE.

     Notice  of  any  special meeting shall be given at least one day previously
thereto by written notice delivered personally, or by telegram or mailed to each
director  at  his business address. If mailed, such notice shall be deemed to be
delivered  when  deposited  in the United States mail so addressed, with postage
thereon  prepaid.  The  attendance of a director at a meeting shall constitute a
waiver  of notice of such meeting, except where a director attends a meeting for
the  express purpose of objecting to the transaction of any business because the
meeting  is  not  lawfully  called  or  convened.

SECTION  6.  QUORUM.

     At  any  meeting  of  the  directors  fifty (50) percent shall constitute a
quorum  for the transaction of business, but if less than said number is present
at  a  meeting, a majority of the directors present may adjourn the meeting from
time  to  time  without  further  notice.

                                       21


SECTION  7.  MANNER  OF  ACTING.

     The  act  of  the majority of the directors present at a meeting at which a
quorum  is  present  shall  be  the  act  of  the  directors.

SECTION  8.  NEWLY  CREATED  DIRECTORSHIPS  AND  VACANCIES.

     Newly  created  directorships  resulting  from an increase in the number of
directors and vacancies occurring in the board for any reason except the removal
of  directors  without  cause  may  be  filled  by a vote of the majority of the
directors  then  in  office,  although  less  than  a  quorum  exists. Vacancies
occurring by reason of the removal of directors without cause shall be filled by
vote  of  the  stockholders.  A  director  elected  to  fill a vacancy caused by
resignation,  death or removal shall be elected to hold office for the unexpired
term  of  his  predecessor.

SECTION  9.  REMOVAL  OF  DIRECTORS.

     Any  or  all  of  the  directors  may  be  removed for cause by vote of the
stockholders  or  by action of the board. Directors may be removed without cause
only  by  vote  of  the  stockholders.

SECTION  10.  RESIGNATION.

     A  director  may  resign at any time by giving written notice to the board,
the president or the secretary of the corporation. Unless otherwise specified in
the  notice, the resignation shall take effect upon receipt thereof by the board
or such officer, and the acceptance of the resignation shall not be necessary to
make  it  effective.

SECTION  11.  COMPENSATION.

     No  compensation  shall  be paid to directors, as such, for their services,
but by resolution of the board a fixed sum and expenses for actual attendance at
each  regular  or special meeting of the board may be authorized. Nothing herein
contained  shall  be  construed  to  preclude  any  director  from  serving  the
corporation  in  any  other  capacity  and  receiving  compensation  therefor.

SECTION  12.  EXECUTIVE  AND  OTHER  COMMITTEES.

     The board, by resolution, may designate from among its members an executive
committee  and  other  committees, each consisting of one (l) or more directors.
Each  such  committee  shall  serve  at  the  pleasure  of  the  board.


                                   ARTICLE IV
                                    OFFICERS


SECTION  1.  NUMBER.

     The  officers  of the corporation shall be the president, a secretary and a
treasurer,  each  of whom shall be elected by the directors. Such other officers
and assistant officers as may be deemed necessary may be elected or appointed by
the  directors.

SECTION  2.  ELECTION  AND  TERM  OF  OFFICE.

     The  officers  of  the  corporation to be elected by the directors shall be
elected  annually  at  the first meeting of the directors held after each annual
meeting  of the stockholders. Each officer shall hold office until his successor

                                       22


shall  have  been  duly  elected  and shall have qualified or until his death or
until  he  shall  resign  or  shall  have been removed in the manner hereinafter
provided.  In the event that no election of officers be held by the directors at
that  time,  the  existing  officers  shall  be deemed to have been confirmed in
office  by  the  directors.

SECTION  3.  REMOVAL.

     Any  officer  or agent elected or appointed by the directors may be removed
by  the  directors  whenever  in  their  judgement  the  best  interest  of  the
corporation would be served thereby, but such removal shall be without prejudice
to  contract  rights,  if  any,  of  the  person  so  removed.

SECTION  4.  VACANCIES.

     A  vacancy  in  any  office  because  of  death,  resignation,  removal,
disqualification  or otherwise, may be filled by the directors for the unexpired
portion  of  the  term.

SECTION  5.  PRESIDENT.

     The  president  shall be the principal executive officer of the corporation
and,  subject  to  the  control of the directors, shall in general supervise and
control  all  of  the  business  and  affairs of the corporation. He shall, when
present,  preside  at  all meetings of the stockholders and of the directors. He
may  sign,  with  the  secretary  or any other proper officer of the corporation
thereunto  authorized  by  the  directors,  certificates  for  shares  of  the
corporation,  any deeds, mortgages, bonds, contracts, or other instruments which
the  directors  have  authorized  to  be  executed,  except  in  cases where the
directors or by these by-laws to some other officer or agent of the corporation,
or  shall  be required by law to be otherwise signed or executed; and in general
shall  perform  all  duties  incident  to the office of president and such other
duties  as  may  be  prescribed  by  the  directors  from  time  to  time.

SECTION  6.  CHAIRMAN  OF  THE  BOARD.

     In  the absence of the president or in the event of his death, inability or
refusal  to act, the chairman of the board of directors shall perform the duties
of  the  president,  and  when  so  acting,  shall have all the powers of and be
subject to all the restrictions upon the president. The chairman of the board of
directors  shall  perform such other duties as from time to time may be assigned
to  him  by  the  directors.

SECTION  7.  SECRETARY.

     The  secretary  shall  keep  the  minutes  of  the stockholders' and of the
directors' meetings in one or more books provided for that purpose, see that all
notices  are duly given in accordance with the provisions of these by-laws or as
required,  be  custodian  of  the  corporate  records  and  of  the  seal of the
corporation  and  keep a register of the post office address of each stockholder
which  shall  be  furnished  to  the secretary by such stockholder, have general
charge of the stock transfer books of the corporation and in general perform all
the  duties  incident  to  the office of secretary and such other duties as from
time  to  time  may  be  assigned  to  him by the president or by the directors.

SECTION  8.  TREASURER.

     If  required  by  the  directors,  the  treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the  directors  shall  determine.  He  shall  have  charge and custody of and be
responsible  for  all  funds and securities of the corporation; receive and give

                                       23


receipts  for  moneys  due  and  payable  to  the  corporation  from  any source
whatsoever,  and  deposit all such moneys in the name of the corporation in such
banks,  trust companies or other depositories as shall be selected in accordance
with  these  by-laws  and  in  general perform all of the duties incident to the
office  of  treasurer and such other duties as from time to time may be assigned
to  him  by  the  president  or  by  the  directors.


SECTION  9.  SALARIES.

     The  salaries  of  the  officers  shall  be  fixed from time to time by the
directors and no officer shall be prevented from receiving such salary by reason
of  fact  that  he  is  also  a  director  of  the  corporation.


                                    ARTICLE V
                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION  1.  CONTRACTS.

     The  directors  may  authorize  any officer or officers, agent or agents to
enter into any contract or execute and deliver any instrument in the name of and
on  behalf  of the corporation, and such authority may be general or confined to
specific  instances.


SECTION  2.  LOANS.

     No  loans shall be contracted on behalf of the corporation and no evidences
of indebtedness shall be issued in its name unless authorized by a resolution of
the  directors. Such authority may be general or confined to specific instances.

SECTION  3.  CHECKS,  DRAFTS,  ETC.

     All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation, shall be signed
by  such  officer  or  officers,  agent or agents of the corporation and in such
manner  as shall from time to time be determined by resolution of the directors.

SECTION  4.  DEPOSITS.

     All funds of the corporation not otherwise employed shall be deposited from
time  to time to the credit of the corporation in such banks, trust companies or
other  depositories  as  the  directors  may  select.


                                   ARTICLE VI
                                   FISCAL YEAR

     The fiscal year of the corporation shall begin on the 1st day of January in
each  year,  or  on  such  other  day  as  the  Board  of  Directors  shall fix.

                                       24


                                   ARTICLE VII
                                    DIVIDENDS

     The  directors  may from time to time declare, and the corporation may pay,
dividends  on  its  outstanding  shares  in  the  manner  and upon the terms and
conditions  provided  by  law.


                                  ARTICLE VIII
                                      SEAL

     The  directors  may  provide  a  corporate  seal which shall have inscribed
thereon  the  name  of  the  corporation,  the  state  of incorporation, year of
incorporation  and  the  words,  "Corporate  Seal".


                                   ARTICLE IX
                                WAIVER OF NOTICE

     Unless  otherwise  provided  by  law, whenever any notice is required to be
given  to any stockholder or director of the corporation under the provisions of
these by-laws or under the provisions of the articles of incorporation, a waiver
thereof  in  writing,  signed  by the person or persons entitled to such notice,
whether  before  or after the time stated therein, shall be deemed equivalent to
the  giving  of  such  notice.


                                    ARTICLE X
                                   AMENDMENTS

     These  by-laws  may  be altered, amended or repealed and new by-laws may be
adopted  in  the  same manner as their adoption, by the Board of Directors if so
adopted; by a vote of the stockholders representing a majority of all the shares
issued  and outstanding, if so adopted or adopted by the Board of Directors; or,
in any case, at any annual stockholders' meeting or at any special stockholders'
meeting  when  the  proposed  amendment  has  been set out in the notice of such
meeting.


                                  CERTIFICATION

     THE  SECRETARY  of the Corporation hereby certifies that the foregoing is a
true  and  correct  copy  of  the  By-Laws of the Corporation named in the title
thereto  and  that  such  By-Laws were duly adopted by the Board of Directors of
said  Corporation  on  the  date  set  forth  below.

EXECUTED,  AND  CORPORATE  SEAL  AFFIXED,  this  day  of  April  1,  1999.

                                /s/Kirt W. James
                                  Kirt W. James
                                    Secretary

                                       25


--------------------------------------------------------------------------------
                                  EXHIBIT KF-00
                          AUDITED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED DECEMBER 31, 2000, 1999
--------------------------------------------------------------------------------

                                       26


                               EWORLD TRAVEL CORP.
                          (a Development Stage Company)
                              Financial Statements
                            December 31, 2000 and 1999

                                       27


                                 C O N T E N T S



Independent  Auditor's  Report                                         29

Balance  Sheets                                                        30

Statements  of  Operations                                             31

Statements  of  Stockholders'  Equity                                  32

Statements  of  Cash  Flows                                            33

Notes  to  the  Financial  Statements                                  34

                                       28


                          INDEPENDENT AUDITOR'S REPORT



To  the  Board  of  Directors  and  Stockholders  of
eWorld  Travel  Corp.

We  have  audited  the  accompanying  balance  sheets  of eWorld Travel Corp. (a
Development  Stage  Company)  as  of  December 31, 2000 and 1999 and the related
statements of operations, stockholders' equity and cash flows for the years then
ended  and from inception on December 10, 1998 through December 31, 2000.  These
financial  statements  are  the responsibility of the Company's management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those  standards  require  that  we  plan  and perform the audits to
obtain  reasonable  assurance about whether the financial statements are free of
material  misstatement.  An  audit includes examining, on a test basis, evidence
supporting  the  amounts  and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant estimates
made  by  management,  as  well  as  evaluating  the overall financial statement
presentation.  We  believe  that  our  audits provide a reasonable basis for our
opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  financial  position  of  eWorld  Travel  Corp. (a
Development  Stage Company) as of  December 31, 2000 and 1999 and the results of
its  operations  and  cash  flows for the years then ended and from inception on
December  10,  1998  through  December  31,  2000  in  conformity with generally
accepted  accounting  principles.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company will continue as a going concern.  As discussed in Note 2, the Company's
recurring  operating  losses and lack of working capital raise substantial doubt
about  its ability to continue as a going concern.  Management's plans in regard
to  those matters are also described in Note 2.  The financial statements do not
include  any adjustments that might result from the outcome of this uncertainty.



/s/Chisholm  &  Associates
Chisholm  &  Associates
Salt  Lake  City,  Utah
February  6,  2001

                                       29


                               EWORLD TRAVEL CORP.
                          (a Development Stage Company)
                                  Balance Sheets

                                     ASSETS

                                              December  31,        December  31,
                                                  2000                  1999
--------------------------------------------------------------------------------

Current  assets
   Cash                                       $     1,133          $       1,825
                                              ----------------------------------
Total  Current  Assets                              1,133                  1,825
                                              ----------------------------------
Other  Assets
    Investments-Available  for  Sale                  415                      0
                                              ----------------------------------
Total  Other  Assets                                  415                      0
                                              ----------------------------------

      Total  Assets                           $     1,548         $        1,825
                                              ==================================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current  Liabilities
   Accounts  payable                                7,400                      0
   Accounts payable-related party (Note 4)              0                    385
   Notes  payable  -  related  party  (Note  4)    41,685                      0
                                              ----------------------------------
Total  Current  Liabilities                        49,085                    385
                                              ----------------------------------
Stockholders'  Equity

   Common  Stock,  authorized
     100,000,000  shares  of  $.001  par  value,
     issued  and  outstanding  2,682,000  and
     2,682,000  shares                              2,682                  2,682
   Additional  Paid  in  Capital                   36,118                 36,118
   Less:  Subscription  receivable                      0                (1,000)
   Accumulated  Comprehensive  Income/(Loss)      (12,185)                     0
   Deficit  Accumulated  During  the
     Development  Stage                           (74,152)              (36,360)
                                              ----------------------------------
Total  Stockholders'  Equity                      (47,537)                 1,440
                                              ----------------------------------
Total Liabilities and Stockholders' Equity    $     1,548         $        1,825
                                              ==================================

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

                                       30


                               EWORLD TRAVEL CORP.
                          (a Development Stage Company)
                            Statements of Operations

                                                               From inception on
                                 For  the         For  the     December 10, 1998
                               Year  Ended       Year  Ended         through
                               December  31,     December  31,     December  31,
                                  2000              1999               2000
--------------------------------------------------------------------------------
Revenues:                     $           0     $            0    $            0

Expenses:
General and administrative           47,041             36,360            83,401
                             ---------------------------------------------------
Total  Expenses                      47,041             36,360            83,401
                             ---------------------------------------------------
Net  Operating  Loss                (47,041)           (36,360)         (83,401)
                             ---------------------------------------------------

Other  Income  (Expense)

Gain on settlement of debt            9,249                  0             9,249
                             ---------------------------------------------------
Total  Other  Income  (Expense)       9,249                  0             9,249
                             ---------------------------------------------------
Net Loss                      $     (37,792)     $     (36,360)   $     (74,152)
                             ===================================================
Net  Loss  Per  Share         $        (.01)     $       (.01)    $        (.03)
                             ===================================================
Weighted average shares
outstanding                       2,682,000          2,618,860         2,564,860
                             ===================================================

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

                                       31


                               EWORLD TRAVEL CORP.
                          (a Development Stage Company)
                        Statement of Stockholders' Equity

<TABLE>
<CAPTION>
<S>                            <C>          <C>              <C>              <C>            <C>
                                                                                               Deficit
                                                                                              Accumulated
                                                                  Additional   Accumulated    During  the
                                        Common  Stock              paid-in    Comprehensive   Development
                                   Shares          Amount          capital    Income/(Loss)      Stage
-----------------------------------------------------------------------------------------------------

Common stock, issued at inception
for cash at $.01 per share       2,000,000   $       2,000   $       18,000   $        0     $      0

Net  loss  for  the  period  ended
December  31,  1998                      0               0                0            0            0
                                 --------------------------------------------------------------------
Balance,  December  31,  1998    2,000,000           2,000           18,000            0            0

Common  stock  issued  for  cash
 at  $.025  per  share             672,000             672           16,128            0            0

Common  stock  issued  for  cash
 at  $.20  per  share               10,000              10            1,990            0            0

Net  loss  for  the  year  ended
 December 31, 1999                       0               0                0            0     (36,360)
                                 --------------------------------------------------------------------
Balance,  December  31,  1999    2,682,000           2,682           36,118            0     (36,360)

Net  change  in  unrealized  gains/
 (Losses)  on  available  for  sale
 securities                              0               0                0      (12,185)           0

Net  loss  for  the  year  ended
 December 31, 2000                       0               0                0            0     (37,792)
                                 --------------------------------------------------------------------
Balance,  December  31,  2000    2,682,000     $     2,682    $      36,118   $  (12,185)   $(74,152)
                                 ====================================================================
</TABLE>

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

                                       32


                               EWORLD TRAVEL CORP.
                          (a Development Stage Company)
                            Statements of Cash Flows

<TABLE>
<CAPTION>
<S>                         <C>                 <C>                   <C>
                                                                         From  inception  on
                                           For  the          For  the     December 10, 1998
                                         Year  ended       Year  ended       through
                                         December  31,     December  31,   December  31,
                                             2000             1999             2000
----------------------------------------------------------------------------------------
Cash  Flows  from  Operating
 Activities

     Net  loss                                $   (37,792)  $    (36,360)  $    (74,152)
Adjustments  to  reconcile
net  loss  to  net  cash
provided  by  operations:
Gain on settlement of notes receivable             (9,249)             0         (9,249)
      Increase  in  payables                        7,015            385           7,400
----------------------------------------------------------------------------------------
Net  Cash  (Used)  Provided  by
 Operating  Activities                            (40,026)       (35,975)       (76,001)
----------------------------------------------------------------------------------------
Cash  Flows  from  Investing
 Activities:
Payment for notes receivable                       (3,351)            0          (3,351)
----------------------------------------------------------------------------------------
Net  Cash  (Used)  Provided  by
   Investing Activities                            (3,351)            0          (3,351)
----------------------------------------------------------------------------------------
Cash  Flows  from  Financing
 Activities:
     Issued  common  stock  for  cash                  0         37,800           37,800
     Proceeds  from officer                       41,685              0           41,685
     Proceeds  from  subscription  receivable      1,000              0            1,000
----------------------------------------------------------------------------------------
Net  Cash  (Used)  Provided  by
   Financing  Activities                          42,685         37,800           80,485
----------------------------------------------------------------------------------------
Net  increase  (decrease)  in  cash                 (692)         1,825            1,133
Cash,  beginning  of  period                       1,825              0                0
----------------------------------------------------------------------------------------
Cash, end of period                          $     1,133   $      1,825    $       1,133
</TABLE>

Non-Cash  Financing  and  Investing  Transactions:
 In January 2000, a marketable  security  valued  at $12,600 was received in
exchange  for  a  notes  receivable
of  $3,351.  The  market  value  of the securities at December 31, 2000 is $415.

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

                                       33


                               EWORLD TRAVEL CORP.
                          (a Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2000 and 1999

NOTE  1  -  Summary  of  Significant  Accounting  Policies

     a.  Organization

         eWorld Travel Corp. (the Company) was incorporated on December 10, 1998
under  the  laws  of  the state of Nevada.  The Company was organized to provide
internet-based  travel services.  The Company has not yet secured operations and
is  in  the  development stage according to Financial Accounting Standards Board
Statement  No.  7.

     b.  Accounting  Method

          The  Company  recognizes  income  and  expense on the accrual basis of
accounting.

     c.  Earnings  (Loss)  Per  Share

          The  computation of earnings per share of common stock is based on the
weighted  average  number     of shares outstanding at the date of the financial
statements.

     d.  Cash  and  Cash  Equivalents

     The  Company  considers  all  highly  liquid investments with maturities of
three  months  or  less  to  be  cash  equivalents.

     e.  Available  for  Sale  Securities

          Management  determines  the  appropriate  classification of marketable
equity  security  investments  at  the  time  of  purchase  and reevaluates such
designation  as  of  each  balance  sheet  date.  Unrestricted marketable equity
securities  have  been  classified  as  available  for sale.  Available for sale
securities  are carried at fair value, with unrealized gains and losses reported
in  accumulated comprehensive income.  Realized gains and losses and declines in
value  judged  to  be  other-than-temporary on available for sale securities are
included  in  investment  income.  The  cost  of securities sold is based on the
specific identification method.  Interest and dividends on securities classified
as  available  for  sale  are  included  in  investment  income.

     f.  Provision  for  Income  Taxes

     No  provision  for income taxes has been recorded due to net operating loss
carryforwards  totaling approximately $74,152 that will be offset against future
taxable  income.  These  NOL carryforwards begin to expire in the year 2018.  No
tax  benefit  has  been reported in the financial statements because the Company
believes  there  is a 50% or greater chance the carryforward will expire unused.


     Deferred tax assets and the valuation account is as follows at December 31,
2000  and  1999.

                                             December  31,   December 31,
                                                 2000           1999
                                          -------------------------------
     Deferred  tax  asset:
        NOL  carrryforward                 $     13,538      $      5,454
     Valuation  allowance                       (13,538)          (5,454)

     Total                                 $          0      $          0
                                          ===============================

                                       34


                               EWORLD TRAVEL CORP.
                          (a Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2000 and 1999


NOTE  2  -  Going  Concern

     The  accompanying financial statements have been prepared assuming that the
Company  will  continue  as  a  going  concern.  The  Company  has had recurring
operating  losses  and  is dependent upon financing to continue operations.  The
financial  statements  do not include any adjustments that might result from the
outcome  of  this  uncertainty.  It  is  management's  plan to find an operating
company  to  merge  with,  thus  creating  necessary  operating  revenue.

NOTE  3  -  Development  Stage  Company

     The  Company  is  a  development  stage  company  as  defined  in Financial
Accounting  Standards  Board Statement No. 7.  It is concentrating substantially
all  of  its  efforts  in raising capital and defining its business operation in
order  to  generate  significant  revenues.

NOTE  4  -  Related  Party  Transactions

      During  1999,  an  officer  paid  expenses on behalf of the Company in the
amount  of  $385.

           During  2000,  an officer and shareholder loaned the Company $41,685.
The  note  is  non-interest  bearing  and  payable  upon  demand.

NOTE  5  -  Equity

      During 1999, the Company issued 672,000 shares of common stock for cash of
$16,800  and
     10,000  shares  of  common  stock  for  cash  of  $1,000 and a subscription
receivable  of  $1,000.

      During  1998,  the  Company  issued 2,000,000 shares of common stock for a
subscription receivable of $20,000.  The Company received the $20,000 in January
1999.

NOTE  6  -  Available  for  Sale  Securities

          In  January  2000,  the  Company's  notes  receivable  of  $3,351  was
exchanged  for a marketable equity security valued at $12,600.  A gain of $9,249
was  recognized  on  the  exchange.  As of December 31, 2000, the estimated fair
value  of  the  security  is  $415.  The  unrealized  loss  of  $12,185 has been
recognized  as  an  accumulated  comprehensive  loss.

                                       35