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                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

                                   FORM 10-KSB/A1

[X]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

         For the fiscal year ended July 31, 2000

[  ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

                        COMMISSION FILE NUMBER 333-86031

                               PHON-NET.COM, INC.
                 ----------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

          FLORIDA                                        98-0198225
-------------------------------                      -------------------
(State or Other Jurisdiction of                       (I.R.S. Employer
Incorporation or Organization)                       Identification No.)


                        750 WEST PENDER STREET, SUITE 600
                       VANCOUVER, BRITISH COLUMBIA V6C 2T7
               --------------------------------------------------
               (Address of Principal Executive Offices)(Zip Code)

                                 (604) 437-3787
                ------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Securities Exchange Act of
1934:

         None.

Securities registered under Section 12(g) of the Securities Exchange Act of
1934:

         None.

Check whether the registrant: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.

Yes [  ]  No [X]

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is 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 10-KSB. [X]

State registrant's revenues for the year ended July 31, 2000:  $6,896

State the aggregate market value of the voting stock held by non-affiliates of
the registrant computed by reference to the closing bid price of its Common
Stock as reported by the OTC Bulletin Board on November 2, 2000 ($.30):
$6,320,146

                      APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares outstanding of the registrant's Common Stock, par value
$.001 per share (the "Common Stock") as of November 2, 2000, was 43,381,441.

Transitional Small Business Disclosure Format (check one):  Yes [ ]  No [X]


                       DOCUMENTS INCORPORATED BY REFERENCE

         None.


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ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

A.       EXHIBITS:

         Exhibit
         Number                     Description
         -------                    ------------

         2            Agreement of Share Exchange between XGA Golf
                      International, Inc. and Phon-Net Corp.(1)

         3.1(a)       Articles of Incorporation of XGA Golf International,
                      Inc.(1)

         3.1(b)       Articles of Amendment changing name to Agrosol, Inc.(1)

         3.1(c)       Articles of Amendment changing name to Phon-Net
                      Corporation(1)

         3.1(d)       Articles of Amendment changing name to Phon-Net.com,
                      Inc.(1)

         3.1(e)       Articles of Amendment increasing authorized capital(1)

         3.2          Bylaws(1)

         10.1         Stock Option Plan(1)

         10.2         Employment Agreement with Brian Collins(1)

         10.3         Office Lease for 750 Pender Street(1)

         10.4         Agreement, as amended, with Quad-Linq Software, Inc.(1)

         10.5         Employment Agreement with Solan Young(1)

         10.6         License Agreement with Transcontinental Group(1)

         10.7         Agreement with Wazzu Corporation(1)

         10.8         Agreements with Brian Collins re: SARs(1)

         10.9         License Agreement with Brocker Technology Group (NZ)
                      Ltd.(Australia)(1)

         10.10        License Agreement with Brocker Technology Group (NZ)
                      Ltd.(New Zealand)(1)

         10.11        License Distribution Agreement with Volt Information
                      Sciences, Inc.(1)

         10.12        Form of 8% Convertible Promissory Note, including Form of
                      Common Stock Purchase Warrant(1)




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         10.13        Amendment to License Agreement with Transcontinental
                      Group(1)

         10.14        Agreements with Alliance Corporate Services(1)

         10.15        Agreements with AMYX Corporation(1)

         10.16        Letter of clarification with Roger L. Betterton and
                      Christopher E. Georgelin(1)

         10.17        Termination Agreement with Volt Information Sciences,
                      Inc.(1)

         21           Subsidiaries of Registrant(1)

         23(i)        Consent of Morgan & Company(2)

         27           Financial Data Schedule(3)

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

(1)      Incorporated by reference to exhibits with the corresponding number
         filed with our registration statement on Form SB-2 (File No.
         333-86031).

(2)      Previously Filed.

(3)      Filed herewith.

B.       REPORTS ON FORM 8-K:

         No reports on Form 8-K were filed during the last quarter of the period
covered by this Report.



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                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant has caused this Amendment to Report to be signed on its
behalf by the undersigned, thereunto duly authorized, in Vancouver, British
Columbia on November 16, 2000.

                                     PHON-NET.COM, INC.


                                     By: /s/ Brian Collins
                                         ---------------------------------------
                                         Brian Collins
                                         Chairman, Chief Executive Officer,
                                         Sole Director, Principal Financial and
                                         Accounting Officer