FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                             ----------------------

             Quarterly Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                For the Quarterly Period Ended September 30, 2000

                         Commission File Number 33-16757

                           ONE WORLD ONLINE.COM, INC.
       (Exact name of small business issuer as identified in its charter)


                   Nevada                                87-0411771
        (State or other jurisdiction of       (IRS Employer Identification No.)
         incorporation or organization)


                4778 North 300 West, Suite 200, Provo, Utah 84604
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (801) 852-3540
              (Registrant's telephone number, including area code)

     Indicate by check mark  whether  the  registrant  (1)has  filed all reports
required to be filed by Section 13 or 15(d) of the  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.

                                 X   Yes    __ No


     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date.

                  Class                      Outstanding as of November 10, 2000
                  -----                      -----------------------------------
          Common Stock, $.001 par value                  16,076,334



<PAGE>


PART I -- FINANCIAL INFORMATION

Item 1.  Financial Statements.




                         ONE WORLD ONLINE.COM, INC.
                         Condensed Consolidated Financial Statements (unaudited)
                         September 30, 2000


<PAGE>


                                                      ONE WORLD ONLINE.COM, INC.
                Index to Condensed Consolidated Financial Statements (unaudited)

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


                                                                            Page
                                                                        --------
Condensed Consolidated Balance Sheet (unaudited)                            F-2

Condensed Consolidated Statement of Operations
for the Three Months Ended September 30, 2000 and
September 30, 1999 (unaudited)                                              F-3

Condensed Consolidated Statement of Cash Flows
for the Three Months Ended September 30, 2000
and September 30, 1999 (unaudited)                                          F-4

Notes to Condensed Consolidated Financial
Statements (unaudited)                                                      F-5

<PAGE>

<TABLE>
<CAPTION>

                                                                                            ONE WORLD ONLINE.COM, INC.
                                                                      Condensed Consolidated Balance Sheet (unaudited)



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

              Assets
                                                                      September 30, 2000                 June 30, 2000
                                                                      ------------------                 -------------
<S>                                                                      <C>                             <C>

Current assets:
         Cash                                                            $      738,000                  $    906,000
         Accounts receivable                                                    149,000                             -
         Inventory, net                                                         246,000                       136,000
         Other current assets                                                    74,000                        55,000
                                                                        ---------------                  -------------

                           Total current assets                               1,207,000                     1,097,000

         Equipment, net                                                         635,000                       653,000
         Other assets                                                           161,000                       190,000
                                                                         --------------                  -------------

                            Total assets                                 $    2,003,000                   $ 1,940,000
                                                                         --------------                  -------------


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

              Liabilities and Stockholders' Deficit

Current liabilities:
         Accounts payable                                                $      408,000                  $    267,000
         Accrued liabilities                                                  1,661,000                     1,298,000
         Related party notes payable                                             50,000                             -
         Current portion of capital lease obligation                             16,000                        15,000
                                                                         --------------                  -------------

                           Total current liabilities                          2,135,000                     1,580,000

         Long-term debt                                                       1,519,000                     1,545,000
         Interest payable                                                        86,000                             -
         Capital lease obligation                                                22,000                             -
                                                                         --------------                  -------------

                            Total liabilities                                 3,762,000                     3,125,000

Stockholders' deficit
         Common stock                                                            16,000                        16,000
         Preferred stock                                                             -                             -
         Additional paid in capital                                           9,040,000                     7,904,000
         Stock subscription receivable                                         (600,000)                     (600,000)
         Accumulated deficit                                                (10,215,000)                   (8,505,000)
                                                                         --------------                  -------------

                            Total stockholders' deficit                      (1,759,000)                   (1,185,000)
                                                                         --------------                  -------------

                            Total liabilities and stockholders' deficit  $    2,003,000                  $  1,940,000
                                                                          -------------                  -------------


----------------------------------------------------------------------------------------------------------------------
 See accompanying notes to condensed consolidated financial statements                                             F-2

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                                                                            ONE WORLD ONLINE.COM, INC.
                                                            Condensed Consolidated Statement of Operations (unaudited)



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

                                                                         For The Three                 For The Three
                                                                          Months Ended                  Months Ended
                                                                     September 30, 2000               September 30, 1999
                                                                     -------------------              ------------------

<S>                                                                       <C>                            <C>


Revenue                                                                   $   1,458,000                  $     318,000

Cost of sales                                                                   306,000                        402,000
                                                                         --------------                  -------------

                                       Gross margin                           1,152,000                        (84,000)

Distributor incentives                                                          599,000                        117,000
Selling, general and administrative expenses                                  2,231,000                      1,159,000
Interest Expense/(Income)                                                        35,000                        (42,000)
Other Expense/(Income)                                                           (3,000)                             -
                                                                         ---------------                 -------------

                                        Loss before income taxes             (1,710,000)                    (1,318,000)
                                                                         --------------                  -------------

Income tax benefit                                                                    -                              -

                                       Net Loss                          $   (1,710,000)                 $  (1,318,000)
                                                                         --------------                  -------------

Loss per share - basic and diluted                                                (0.11)                         (0.09)
                                                                         --------------                  -------------

Weighted average shares -  basic and diluted                                 15,794,000                     15,475,000
                                                                         --------------                  -------------


----------------------------------------------------------------------------------------------------------------------
 See accompanying notes to condensed consolidated financial statements                                             F-3

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                                                            ONE WORLD ONLINE.COM, INC.
                                                            Condensed Consolidated Statement of Cash Flows (unaudited)



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

                                                                          For The Three                For The Three
                                                                          Months Ended                  Months Ended
                                                                       September 30, 2000            September 30, 1999
                                                                       ------------------            ------------------
<S>                                                                    <C>                               <C>

Cash flows from operating activities:

        Net loss                                                       $     (1,710,000)                 $  (1,318,000)
        Adjustments to reconcile net loss to
          net cash used in operating activities:
             Depreciation                                                        75,000                         54,000
             Common stock option compensation expense                            44,000                              -
             Change in:
                  Accounts receivable                                          (149,000)                        (1,000)
                  Inventory                                                    (110,000)                        15,000
                  Other current assets                                          (19,000)                        10,000
                  Other assets                                                   29,000                              -
                  Accounts payable                                              141,000                        (44,000)
                  Accrued liabilities                                           286,000                         28,000
                  Interest Payable                                               86,000                              -
                                                                         --------------                  -------------

                               Net cash used in
                               operating activities                          (1,327,000)                    (1,256,000)
                                                                         --------------                  -------------

Cash flow from investing activities:

        Purchase of equipment                                                   (57,000)                      (222,000)
                                                                         --------------                  -------------

Cash flow from financing activities:

        Issuance of common stock                                              1,092,000                              -
        Proceeds on related party notes payable                                  50,000                              -
        Proceeds from related party on over subscription of common stock         77,000                              -
        Principal payments on capital lease obligation                           (3,000)                        (1,000)
                                                                         --------------                  -------------

                               Net cash provided/(used) by
                               financing activities                           1,216,000                         (1,000)
                                                                         --------------                  -------------

Net decrease in cash                                                           (168,000)                    (1,479,000)

Cash, beginning of period                                                       906,000                      3,259,000
                                                                         --------------                  -------------

Cash, end of period                                                      $      738,000                  $   1,780,000
                                                                         --------------                  -------------








----------------------------------------------------------------------------------------------------------------------
 See accompanying notes to condensed consolidated financial statements                                             F-4

</TABLE>


<PAGE>
                                                      ONE WORLD ONLINE.COM, INC.

                Notes to Condensed Consolidated Financial Statements (unaudited)

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

(1)  Interim Condensed Consolidated Financial Statements

The unaudited condensed consolidated financial statements include the accounts
of One World Online.com, Inc. and subsidiaries and include all adjustments
(consisting of normal recurring items) which are, in the opinion of management,
necessary to present fairly the financial position as of September 30, 2000 and
the results of operations and cash flows for the three months ended September
30, 2000. The results of operations and cash flows for the three months ended
September 30, 2000 are not necessarily indicative of the results to be expected
for the entire year.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to the Securities and Exchange
Commission rules and regulations. These unaudited condensed consolidated
financial statements should be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's June 30, 2000
Annual report on Form 10-KSB. The accounting policies followed by the Company
are set forth in Note 2 to the Company's consolidated financial statements in
its June 30, 2000 Annual report on Form 10-KSB.

(2)  Basic and Diluted Net Loss Per Common Share

Net loss per share is based on the weighted average number of shares outstanding
at September 30, 2000. Stock options are not included in the calculation of net
loss per common share because their inclusion would be antidilutive, thereby
reducing the net loss per common share. Therefore, there is no difference
between basic and diluted net loss per common share for the periods presented in
which the Company incurred a net loss. The Company has common stock options
outstanding at September 30, 2000 that, if exercised, would result in the
issuance of an additional 4,776,706 shares of common stock.

(3)  Comparative Financial Information

The Company began operations on November 12, 1998 (date of inception),
therefore, comparative financial information for the three month period ended
September 30, 1998 is not included.




________________________________________________________________________________
                                                                             F-5
<PAGE>


                   ONE WORLD ONLINE.COM, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)





<PAGE>


Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations.

       The following discussion and analysis provides information which
management believes is relevant to an assessment and understanding of the
Company's consolidated results of operations and financial condition. The
discussion should be read in conjunction with the condensed consolidated
financial statements and accompanying notes and Management's Discussion and
Analysis or Plan of Operation for the year ended June 30, 2000. Wherever in this
discussion the term "Company" is used, it should be understood to refer to One
World Online.com, Inc. ("One World") and its wholly owned subsidiaries, One
World Online Incorporated dba One World Online Marketing ("OWOL Marketing") and
I Ventures, Inc. dba One World Online Technologies ("OWOL Technologies"), on a
consolidated basis, except where the context clearly indicates otherwise. The
Company's September 30, 2000 unaudited condensed consolidated financial
statements assumes the acquisition of One World by OWOL Marketing and OWOL
Technologies on November 12, 1998 (date of inception). Assets and liabilities of
One World, OWOL Marketing and OWOL Technologies are reported at their historical
book value. See Note 1 to the Company's Notes to Consolidated Financial
Statements in the Company's June 30, 2000 Annual Report on Form 10-KSB/A.

Overview

       From its inception, the Company has incurred losses from operations. As
of September 30, 2000, the Company had cumulative net losses applicable to
common shares totaling $10,215,000. To date, the Company has focused primarily
on developing its main product line of e-commerce sites, building the One World
Community and related software, building a high-performance, scaleable hardware
infrastructure, hiring capable personnel, developing its marketing plan,
developing technology and e-commerce solutions and raising capital.

Financial Position

       The Company had $738,000 in cash and cash equivalents as of September 30,
2000. This represents a decrease of $168,000 from June 30, 2000. Working capital
(deficit) as of September 30, 2000, decreased to ($928,000) as compared to
($483,000) at June 30, 2000. These decreases were largely due to ongoing
selling, general and administrative costs and other expenses without sufficient
revenues to cover such expenses. The Company also received $1,092,000 in
proceeds from the issuance of common stock during the three months ended
September 30, 2000.

Three Months Ended September 30, 2000 and 1999

       During the three months ended September 30, 2000, the Company had total
operating revenues of $1,458,000, with a cost of sales of $306,000 and
distributor incentives of $599,000. This is compared to operating revenues from
the comparable period from the prior year of $318,000, with a cost of sales of
$402,000 and distributor incentives of $117,000. Cost of sales during the three
months ended September 30, 1999 included certain direct labor costs resulting in
the cost of sale as a percentage of revenues being higher than for the current
period and as anticipated in future periods. The Company expects that in the
future cost of sales and distributor expenses will generally fluctuate with
sales. Sales for the three months ended September 30, 2000 were comprised
primarily of revenues from e-commerce, IMC eMarketing web site creation, sales
and hosting and the ePassport Benefits Package. Sales for the three months ended
September 30, 1999 were comprised primarily of revenues from web site creation,
sales and hosting. The Company will look to the One World Online.com Community
Membership and Shopping Dollars rebate program, ISP and other related services,
product sales and Internet and business success training and services for future
sales revenues.

       Approximately $100,000 of the Company's revenues for the three months
ended September 30, 2000 were generated from promotional and marketing fees from
Success Magazine, with which David N. Nemelka and Kelly M. Thayer, the Company's
President and Chairman, respectively, are affiliated. The Company also accrued
$63,000 in advertising fees to Success Magazine for Company advertising in the
magazine.

                                       5
<PAGE>


       Selling, general and administrative ("SG&A") expenses were $2,231,000 for
the three months ended September 30, 2000, compared with $1,159,000 for the
comparable period from the prior year. The increase resulted mainly from
increases in (i) Shopping Dollar expense and (ii) payroll costs.

       Net interest expense (income) was $35,000 for the three months ended
September 30, 2000, compared with ($42,000) for the comparable period from the
prior year. The net interest expense for the three months ended September 30,
2000 relates primarily to interest expense on outstanding debt obligations. The
net interest income for the three months ended September 30, 1999 relates
primarily to interest earned on cash balances.

Liquidity and Capital Resources

       Since inception, the Company has financed its operations primarily
through the private placement of its common stock and debt securities. The
Company generated $1,216,000 in net proceeds from financing activities during
the three months ended September 30, 2000. The Company used net cash for
operating activities of $1,327,000 during the three months ended September 30,
2000. As of September 30, 2000, the Company's liabilities totaled $3,762,000,
which included $38,000 in capital lease obligation and $1,519,000 in convertible
long term debt. The Company had working capital (deficit) as of September 30,
2000 of ($928,000). The Company has approximately $259,000 in accrued
liabilities relating to the accrued but unpaid salaries which primarily relates
to amounts owed to David N. Nemelka, the Company's President, and Kelly M.
Thayer, the Company's Chairman.

       The Company's capital requirements depend on numerous factors, including
market acceptance of the Company's web site, technical services, online
community, training programs, ISP service and product sales. Capital
requirements also depend on the amount of resources needed for its product
development programs. As of November 10, 2000, the Company had not committed to
spend any material amounts on capital expenditures. As of September 30, 2000,
the Company had an estimated $863,026 in Shopping Dollar obligations that
comprise part of the Company's reported accrued liabilities. The Company is also
highly dependent on its Internet Marketing Consultants' ability to market its
products and services. The Company expects to experience an increase in its
capital expenditures and operating expenses consistent with the growth of its
operations and staffing, and anticipates that this will continue for the
foreseeable future. There can be no assurance, however, that the Company will
continue to grow or that its products and services will be accepted by the
market place.

       From January 2000 through April 4, 2000, the Company raised $1,519,000
through the sale of 10% Secured Convertible Promissory Notes (the "Notes"). As
of September 30, 2000, there was $86,000 in accrued interest related to the
Notes. The Notes are convertible into the Company's common stock at the
conversion rate of $3.00 per share. The Notes are secured by substantially all
of the assets of One World. Principal and accrued interest is due and payable in
a single balloon payment on February 1, 2002. Any inability to pay off the Notes
when they become due will have a material adverse effect on the Company,
including possibly requiring the Company to significantly curtail or cease its
operations and possibly resulting in the foreclosure by Note holders of
substantially all of One World's assets.

       On or about May 22, 2000, the Company sold 300,000 Shares of Series A
Convertible Preferred Stock to an entity controlled by David N. Nemelka,
President and Chief Executive Officer of the Company, an entity controlled by
Kelly M. Thayer, Chairman of the Company and an entity controlled by David R.
Nemelka and Ingrid F. Nemelka, the parents of David N. Nemelka. The holders of
the Series A Convertible Preferred Stock then contributed the stock to the OWOL
Founders Voting Trust. The Series A Preferred Stock was issued in consideration
for nine hundred thousand dollars ($900,000). Three hundred thousand dollars
($300,000) of the subscription price was paid on or before May 22, 2000. The
remaining six hundred thousand dollars ($600,000) of the subscription price is
due on or about May 22, 2003, together with interest at the rate of eight
percent (8%) per annum. Each share of Series A Convertible Preferred Stock is
convertible, at the discretion of the holders, into one shares of the Company's
common stock.

       Except as otherwise required by applicable law, all voting rights of the
Company are vested in and exercised by the holders of the common stock and
Series A Convertible Preferred Stock, voting as a single group, with each share
of common stock being entitled to one (1) vote and each of the Series A
Convertible Preferred shares being entitled to one hundred (100) votes. As of
November 10, 2000, the Series A Preferred Stock holders have the ability to cast
30,000,000 of the 46,076,334 votes entitled to vote at a meeting or other action
of the stockholders. This does not take into consideration the additional shares
of common stock that are directly or beneficially owned by the Series A

                                       6
<PAGE>

Preferred Stock holders. As a result, the Series A Preferred Stock holders
effectively have voting control of the Company with respect to all matters
submitted to the vote of the stockholders.

       In October 2000, the Company entered into a Revolving Loan and Security
Agreement with Tradeco Corp., a Utah corporation. Tradeco Corp. is an affiliate
of David N. Nemelka, the President of the Company. Under the terms of the
agreement Tradeco Corp. agreed to make periodic loans to the Company Borrower in
an aggregate principal amount at any one time outstanding not to exceed
$2,000,000 for a twelve month period. Tradeco Corp. obligation to lend funds is
limited by certain conditions set forth in the Revolving Loan and Security
Agreement. All amounts lent are evidenced by convertible promissory notes that
bear interest at the rate of percent (10%) per annum until the convertible note
is paid in full or converted ("Revolving Loan Notes"). Principal and accrued
interest is due and payable in a single balloon payment on January 15, 2002. The
Revolving Loan Notes are not subject to any sinking fund. As additional
consideration, Revolving Loan Note holder is entitled to warrants to acquire one
share of the Company's common stock for every two ($2) in funds (excluding
interest) lent to the Company under the Revolving Loan and Security Agreement.
Said warrants are exercisable at $5.50 per share for a period ending on the five
year anniversary of the date of grant.

       The Revolving Loan Note holders have the right, at any time prior to the
maturity date, to convert the principal and accrued interest of the Revolving
Loan Notes into common stock of the Company, at the lesser of (i) $3.50 per
share or (ii) the average of the average closing bid price of the Company's
common shares quoted on the Nasdaq Stock Market System or reported on the NASD's
OTC Bulletin Board during the ten trading days preceding the conversion date,
subject to a minimum conversion price of one dollar ($1). The Revolving Loan
Note holder has a security interest in the same collateral as the Note holders,
which security interest is subject to the security interest of the Note holders.
Any inability to pay off the Revolving Loan Notes when they become due will have
a material adverse effect on the Company, including possibly requiring the
Company to significantly curtail or cease its operations and possibly resulting
in the foreclosure by Revolving Loan Note holders of substantially all of One
World's assets.

       The Company believes that existing funds, funds available under the
Revolving Loan and anticipated revenues will be sufficient to support the
Company's operations through March 2001. The Company will need to raise
approximately $2,000,000 in additional funding to support its operations during
the next twelve months. Such additional funding will be required to fully
execute its business plan which includes continuing its focus as a seller of
ePassport Benefits Packages, selling ISP access and services, building the
virtual One World Online.com Community, consumer products and developing and
selling web sites and related products and services. The Company has no firm
commitments with respect to additional financing and there can be no assurance
that additional financing will be available on commercially reasonable terms or
at all. Any inability to obtain additional financing will have a material
adverse effect on the Company, including possibly requiring the Company to
significantly curtail or cease its operations.

       The One World Online Charitable Foundation is a charitable organization
("OWOCF") that was established under Section 509(a)(3) of the Internal Revenue
code of 1986, as amended (the "Code"). OWOCF was established in May 1999 by the
founders of the Company to act as the charitable, community service arm of the
One World Online.com, Inc. community. OWOCF owns all of the equity ownership of
One World Online Charities, LLC ("OWOC"), a Utah limited liability company, and
is the sole manager of OWOC. The Company has grand-fathered OWOC as the first
distributor frontline to the Company in the Company's relationship marketing
organization of independent distributors. This means that OWOC will receive a
monthly payment from the Company based on the sales of the distributors below
OWOC in the Company's network marketing organization. These payments could be as
much as 6% of the shared revenue paid out to the independent distributors of the
Company, however, the actual percentage paid to OWOC will likely be
significantly less in any given month. The Company paid approximately $3,000 to
OWOC during the three months ended September 30, 2000. The Company has a
perpetual right to purchase all of the membership interest owned by OWOCF in
OWOC for the fair market value of this membership interest at the time the
Company elects to purchase this interest. The fair market value will be
determined by mutual agreement, or if agreement cannot be reached, by a panel of
three arbitrators.

       In addition to the monthly payments referenced in the prior paragraph,
the Company has made discretionary payments to OWOCF in the past. No such
discretionary payments were made in the three months ended September 30, 2000
and the Company does not anticipate making discretionary payments to OWOCF
during fiscal 2001.

                                       7
<PAGE>

       The Company has granted stock options and issued warrants for
approximately 6,133,000 shares of common stock at exercise prices ranging
between $1.00 and $5.50 per share. There can be no assurance that any of the
stock options or warrants will be exercised.

       The Company may experience variations on a quarterly basis in its results
of operations, in response to a) the timing of Company sponsored distributor
events, b) new product introductions, c) the adverse effect of Internet
Marketing Consultants or the Company's failure, or allegations of their failure,
to comply with applicable government regulations, d) the negative impact of
changes in or interpretations of regulations that may limit or restrict the sale
of certain Company products, e) the operation of the network marketing system,
f) the recruiting and retention of Internet Marketing Consultants, and g)
consumer perceptions of the Company's products and operations.

       The Company does not expect any significant changes in the number of its
employees during the next twelve months.

Inflation

       The Company does not expect the impact of inflation on operations to be
significant.

Projections

       The Company's proforma projections for the fiscal year ending June 30,
2001, are approximately $17.13 million in revenues with gross profit of
approximately $14.02 million, operating loss of approximately $2.42 million and
a net loss of approximately $2.58 million. For the fiscal year ending June 30,
2002, the Company's proforma projections are for approximately $85.79 million in
sales with gross profits of approximately $71.53 million, operating profits of
approximately $18.44 million and a net profit of approximately $10.97 million.
Based on these projections, One World Online could be profitable by June of
2001. The Company has member registrations that have surpassed 49,000. Continued
growth in member registration is a key factor in the Company achieving proforma
projections.

       The financial projections contains forward-looking statements. The
financial forecasts have been prepared by management of the Company and
represent its estimate of possible results of the Company's operations and a
prediction of future events based upon the assumptions of management which may
or may not occur and should not be relied upon to indicate the actual results
that will be attained. The Company believes that management's assumptions
provide a reasonable basis for the projections, but some assumptions may not
materialize and unanticipated events and circumstances may occur subsequent to
the date of the financial projections. In addition, the forward-looking
statements involve risks and uncertainties. See "--Forward-Looking Statements."
Accordingly, the actual results achieved during the forecasted periods may vary
substantially from the financial projections, and the variations may be
material.

       These projections are based on the Company's current goals for growth. No
investor or potential investor should rely on said projections in any way in
making an investment decision.

Forward-Looking Statements

       When used in this Form 10-Q in other filings by the Company with the SEC,
in the Company's press releases or other public or stockholder communications,
or in oral statements made with the approval of an authorized executive officer
of the Company, the words or phrases "would be," "will allow," "intends to,"
"will likely result," "are expected to," "will continue," "is anticipated,"
"estimate," "project," or similar expressions are intended to identify
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995.

       The Company cautions readers not to place undue reliance on any
forward-looking statements, which speak only as of the date made, are based on
certain assumptions and expectations which may or may not be valid or actually
occur, and which involve various risks and uncertainties, including but not
limited to regulation and legal uncertainties, reliance on key personnel,
uncertainties regarding Company's ability to develop a market, possible lack of

                                       8
<PAGE>

acceptance of the Company's products, uncertainties in connection with the use
of the Internet as a medium of commerce and communications, the highly
competitive nature of the Company's industry, rapid technological changes, the
need for significant additional capital and dependence on retail sales
representatives. Please refer to the "Management's Discussion and Analysis or
Plan of Operation" and specifically the discussion under "Risk Factors" that is
found in the Company's Annual Report on Form 10-KSB for the year ended June 30,
2000, for more details. In addition, sales and other revenues may not commence
and/or continue as anticipated due to delays or otherwise. As a result, the
Company's actual results for future periods could differ materially from those
anticipated or projected.

       Unless otherwise required by applicable law, the Company does not
undertake, and specifically disclaims any obligation, to update any
forward-looking statements to reflect occurrences, developments, unanticipated
events or circumstances after the date of such statement.




                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


                                       9
<PAGE>


                          PART II -- OTHER INFORMATION

Item 1. Legal Proceedings.

         No change.

Item 2. Changes in Securities.

       During the three months ending September 30, 2000, the Company granted
stock options exercisable for 690,000 shares of the Company's common stock at
exercise prices of between $5.00 and $5.28 per share for periods not to exceed
seven years. The stock option grants were exempt from registration under Rule
506 of Regulation D, Sections 4(2) and 4(6) of the Securities Act of 1933 and/or
because the stock option grants did not constitute sales under Section 5 of the
Securities Act of 1933. The Company did not use an underwriter in connection
with its grant of stock options.

       From July 1, 2000 through September 30, 2000, the Company sold 312,000
shares of common stock and Series A Warrants exercisable for 312,000 shares of
common stock to certain accredited and sophisticated investors for consideration
of $1,092,000. The Series A Warrants are exercisable at an exercise price equal
to $5.50 per share for a three year period beginning on the date of grant and
are subject to adjustment and redemption upon the occurrence of certain events.
The sale of these securities was exempt from registration under Rule 506 of
Regulation D, Sections 4(2) and 4(6) of the Securities Act of 1933. The Company
did not use an underwriter in connection with the sale of the Series A
Convertible Preferred Stock.

Item 3. Defaults Upon Senior Securities.

         None.

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

         None.

Item 5. Other Information.

         None.

Item 6. Exhibits and Reports on Form 8-K.

         (a)      Index To Exhibits


     EXHIBIT NO.                         DESCRIPTION OF EXHIBIT
     -----------                         ----------------------

3(i).1                  Articles of Incorporation of One World (Incorporated by
                        referenced to Exhibit 3(i).1 of the Company's Annual
                        Report on Form 10-KSB dated June 30, 1999)

3(i).2                  Articles of Amendment to Articles of Incorporation of
                        One World (Incorporated by referenced to Exhibit 3(i).1
                        of the Company's Current Report on Form 8-K, dated June
                        29, 1999)

3(i).3                  Certificate of Designation of Series A Convertible
                        Preferred Stock (Incorporated by referenced to Exhibit
                        3(i) of the Company's Current Report on Form 8-K dated
                        May 19, 2000)

3(i).4                  Articles of Incorporation of OWOL Marketing
                        (Incorporated by referenced to Exhibit 3(i).3 of the
                        Company's Annual Report on Form 10-KSB dated June 30,
                        1999)

3(i).5                  Articles of Incorporation of OWOL Technologies
                        (Incorporated by referenced to Exhibit 3(i).4 of the
                        Company's Annual Report on Form 10-KSB dated June 30,
                        1999)

                                       10
<PAGE>

3(i).6                  Articles of Amendment to the Articles of Incorporation
                        of OWOL Technologies (Incorporated by referenced to
                        Exhibit 3(i).5 of the Company's Annual Report on Form
                        10-KSB dated June 30, 1999)

3(ii).1                 Bylaws of One World (Incorporated by referenced to
                        Exhibit 3(ii).1 of the Company's Annual Report on Form
                        10-KSB dated June 30, 1999)

3(ii).2                 Bylaws of OWOL Marketing (Incorporated by referenced to
                        Exhibit 3(ii).2 of the Company's Annual Report on Form
                        10-KSB dated June 30, 1999)

3(ii).3                 Bylaws of OWOL Technologies (Incorporated by referenced
                        to Exhibit 3(ii).3 of the Company's Annual Report on
                        Form 10-KSB dated June 30, 1999)

4.1                     Form of convertible Promissory Note (Incorporated by
                        referenced to Exhibit 4.1 of the Company's Annual Report
                        on Form 10-KSB dated June 30, 2000)

10.1                    Form of Master Security Agreemen (Incorporated by
                        referenced to Exhibit 10.1 of the Company's Quarterly
                        Report on Form 10-QSB dated September 30,2000)

10.2                    Form of Subscription Agreement Used in Connection with
                        Series A Convertible Preferred Stock Sales (Incorporated
                        by referenced to Exhibit 10.1 of the Company's Current
                        Report on Form 8-K dated May 19, 2000)

10.3                    Co-Founder Executive Employment Agreement with David N.
                        Nemelka (Incorporated by referenced to Exhibit 10.2 of
                        the Company's Current Report on Form 8-K dated May 19,
                        2000)

10.4                    Co-Founder Executive Employment Agreement with Kelly M.
                        Thayer (Incorporated by referenced to Exhibit 10.3 of
                        the Company's Current Report on Form 8-K dated May 19,
                        2000)

10.5                    Co-Founder Consulting Agreement with David R. Nemelka
                        (Incorporated by referenced to Exhibit 10.4 of the
                        Company's Current Report on Form 8-K/A dated May 19,
                        2000)

10.6                    One World Online.com, Inc. Stock Option Plan
                        (Incorporated by referenced to Exhibit 10.6 of the
                        Company's Annual Report on Form 10-KSB dated June 30,
                        2000)


10.7                    Revolving Loan Agreement (Incorporated by referenced to
                        Exhibit 10.1 of the Company's Current Report on Form 8-K
                        dated October 30, 2000)

21.1                    Schedule of Subsidiaries (Incorporated by referenced to
                        Exhibit 21.1 of the Company's Annual Report on Form
                        10-KSB dated June 30, 1999)

27.1                    Financial Data Schedule


                                       11
<PAGE>




         (b)      Reports on Form 8-K:

None.

                                   SIGNATURES

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

                                 ONE WORLD ONLINE.COM, INC.


                                By     /s/ David N. Nemelka
                                ---------------------------------------------
Date: November 13, 2000         David N. Nemelka
                                President, Chief Executive Officer, Director




Date: November 13, 2000         By     /s/ Paul D. Korth
                                ---------------------------------------------
                                Paul D. Korth
                                Principal Financial and Chief Accounting Officer



                                       12