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 December 31, 2000

                         Commission File Number 0-31771

                          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 February 9, 2001
             -----                      ----------------------------------
 Common Stock, $.001 par value                      16,076,334

<PAGE>

PART I -- FINANCIAL INFORMATION

Item 1.  Financial Statements.

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

                                                                          Page
                                                                       ---------
Condensed Consolidated Balance Sheet                                       F-2

Condensed Consolidated Statement of Operations for the Three
Months Ended December 31, 2000 and December 31, 1999 (unaudited)           F-3

Condensed Consolidated Statement of Operations for the Six Months
Ended December 31, 2000 and December 31, 1999 (unaudited)                  F-4

Condensed Consolidated Statement of Cash Flows for the Six Months
Ended December 31, 2000 and December 31, 1999 (unaudited)                  F-5

Notes to Condensed Consolidated Financial Statements (unaudited)      F-6, F-7


                                       F-1
<PAGE>
<TABLE>
<CAPTION>
                           ONE WORLD ONLINE.COM, INC.
                      Condensed Consolidated Balance Sheet
-----------------------------------------------------------------------------------------------------------------------------

            Assets                                                                 Unaudited                  Audited
                                                                                 December 31, 2000         June 30, 2000
                                                                             ----------------------     ---------------------
<S>                                                                                 <C>                       <C>
Current assets:
        Cash                                                                             $ 149,000                 $ 906,000
        Accounts receivable                                                                148,000                         -
        Inventory, net                                                                     293,000                   136,000
        Other current assets                                                                48,000                    55,000
                                                                             ----------------------     ---------------------
                       Total current assets                                                638,000                 1,097,000

        Equipment, net                                                                     574,000                   653,000
        Notes receivable                                                                     5,000                         -
        Other assets                                                                       161,000                   190,000
                                                                             ----------------------     ---------------------
                        Total assets                                                   $ 1,378,000               $ 1,940,000
                                                                             ----------------------     ---------------------


-----------------------------------------------------------------------------------------------------------------------------
            Liabilities and Stockholders' Deficit

Current liabilities:
        Accounts payable                                                                 $ 424,000                 $ 267,000
        Accrued liabilities                                                              1,512,000                 1,250,000
        Current portion of capital lease obligation                                         17,000                    15,000
                                                                             ----------------------     ---------------------
                       Total current liabilities                                         1,953,000                 1,532,000

        Convertible long-term debt                                                       1,650,000                 1,545,000
        Interest payable                                                                   135,000                    48,000
        Capital lease obligation                                                            17,000                         -
                                                                             ----------------------     ---------------------
                        Total liabilities                                                3,755,000                 3,125,000

Stockholders' deficit
        Common stock                                                                        16,000                    16,000
        Preferred stock                                                                          -                         -
        Additional paid in capital                                                      10,221,000                 7,904,000
        Stock subscription receivable                                                     (600,000)                 (600,000)
        Accumulated deficit                                                            (12,014,000)               (8,505,000)
                                                                             ----------------------     ---------------------
                        Total stockholders' deficit                                     (2,377,000)               (1,185,000)
                                                                             ----------------------     ---------------------
                        Total liabilities and stockholders' deficit                    $ 1,378,000               $ 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
                                                                          December 31, 2000            December 31, 1999
                                                                       ------------------------     ------------------------
<S>                                                                          <C>                            <C>
Revenue                                                                            $ 1,213,000                    $ 367,000

Cost of sales                                                                          366,000                      234,000
                                                                       ------------------------     ------------------------
                                     Gross margin                                      847,000                      133,000

Distributor incentives                                                                 385,000                      105,000
Selling, general and administrative expenses                                         2,115,000                    1,384,000
Interest Expense/(Income)                                                              148,000                      (14,000)
Other Expense/(Income)                                                                  (2,000)                           -
                                                                       ------------------------     ------------------------
                                      Loss before income taxes                      (1,799,000)                  (1,342,000)
                                                                       ------------------------     ------------------------

Income tax benefit                                                                           -                            -

                                     Net Loss                                     $ (1,799,000)                $ (1,342,000)
                                                                       ------------------------     ------------------------

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

Weighted average shares -  basic and diluted                                        16,076,000                   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 Operations (unaudited)
----------------------------------------------------------------------------------------------------------------------------
                                                                               For The Six                For The Six
                                                                              Months Ended                Months Ended
                                                                          December 31, 2000            December 31, 1999
                                                                          ----------------------     -----------------------
<S>                                                                              <C>                           <C>
Revenue                                                                             $ 2,671,000                   $ 685,000

Cost of sales                                                                           672,000                     524,000
                                                                          ----------------------     -----------------------
                                       Gross margin                                   1,999,000                     161,000

Distributor incentives                                                                  984,000                     222,000
Selling, general and administrative expenses                                          4,347,000                   2,655,000
Interest Expense/(Income)                                                               183,000                     (41,000)
Other Expense/(Income)                                                                   (6,000)                    (15,000)
                                                                          ----------------------     -----------------------
                                        Loss before income taxes                     (3,509,000)                 (2,660,000)
                                                                          ----------------------     -----------------------

Income tax benefit                                                                            -                           -

                                       Net Loss                                    $ (3,509,000)               $ (2,660,000)
                                                                          ----------------------     -----------------------

Loss per share - basic and diluted                                                        (0.22)                      (0.17)
                                                                          ----------------------     -----------------------

Weighted average shares -  basic and diluted                                         15,936,000                  15,475,000
                                                                          ----------------------     -----------------------

----------------------------------------------------------------------------------------------------------------------------
 See accompanying notes to condensed consolidated financial statements                                                  F-4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                           ONE WORLD ONLINE.COM, INC.
           Condensed Consolidated Statement of Cash Flows (unaudited)
------------------------------------------------------------------------------------------------------------------------------

                                                                                  For The Six                For The Six
                                                                                 Months Ended               Months Ended
                                                                               December 31, 2000          December 31, 1999
                                                                             ----------------------     ----------------------
<S>                                                                                  <C>                        <C>
Cash flows from operating activities:
        Net loss                                                                      $ (3,509,000)              $ (2,660,000)
        Adjustments to reconcile net loss to
           net cash used in operating activities:
              Depreciation                                                                 152,000                    110,000
              Common stock option compensation expense                                     355,000                          -
              Interest Expense for warrants granted with debt                              101,000                          -
              Change in:
                   Accounts receivable                                                    (148,000)                   (11,000)
                   Inventory                                                              (157,000)                    32,000
                   Other current assets                                                      7,000                      5,000
                   Other assets                                                             29,000                    (91,000)
                   Accounts payable                                                        157,000                      6,000
                   Accrued liabilities                                                     262,000                    106,000
                   Interest Payable                                                         87,000                          -
                                                                             ----------------------     ----------------------
                                 Net cash used in
                                 operating activities                                   (2,664,000)                (2,503,000)
                                                                             ----------------------     ----------------------

Cash flow from investing activities:
        Purchase of equipment                                                              (73,000)                  (235,000)
        Issuance of notes receivable                                                        (5,000)                         -
                                                                             ----------------------     ----------------------
                                 Net cash used in
                                 investing activities                                      (78,000)                  (235,000)
                                                                             ----------------------     ----------------------

Cash flow from financing activities:
        Issuance of common stock                                                         1,092,000                          -
        Proceeds from convertible debt with attached warrants                              900,000                          -
        Principal payments on capital lease obligation                                      (7,000)                    (2,000)
                                                                             ----------------------     ----------------------
                                 Net cash provided/(used) by
                                 financing activities                                    1,985,000                     (2,000)
                                                                             ----------------------     ----------------------

Net decrease in cash                                                                      (757,000)                (2,740,000)

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

Cash, end of period                                                                      $ 149,000                  $ 519,000
                                                                             ----------------------     ----------------------



------------------------------------------------------------------------------------------------------------------------------
 See accompanying notes to condensed consolidated financial statements                                                    F-5
</TABLE>
<PAGE>

                   ONE WORLD ONLINE.COM, INC. AND SUBSIDIARIES
              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 December 31, 2000 and
the results of operations and cash flows for the six months ended December 31,
2000 and the results of operations for the three months ended December 31, 2000.
The results of operations and cash flows for the periods ended December 31, 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 December 31, 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 December 31, 2000 that, if exercised, would result in the
issuance of an additional 4,659,706 shares of common stock.

(3)  Convertible Revolving Loan

In October 2000, the Company entered into a Revolving Loan and Security
Agreement with Tradeco Corp., a Utah corporation and a nominee of David N.
Nemelka, the Company's President. Under the terms of the agreement Tradeco Corp.
agreed to make periodic loans to the Company in an aggregate principal amount at
any one time outstanding not to exceed $2,000,000 for a twelve month period. The
Company borrowed $500,000 under the Revolving Loan and Security Agreement in
November 2000 and $400,000 in December 2000. 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 Notes are secured in a second position by
substantially all of the assets of One World. 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).
--------------------------------------------------------------------------------
                                                                             F-6
<PAGE>

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

--------------------------------------------------------------------------------
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 Company has agreed that
if Tradeco Corp. will make an additional $200,000 investment in the Company
under certain specified terms and conditions then the Company will reduce the
exercise price of the warrants issued and to be issued under the Revolving Loan
and Security Agreement from $5.50 per share to $3.00 per share.

The warrants granted have been valued based on the Black-Scholes pricing model.
The value allocated to the warrants of $870,000 has been recorded as additional
paid in capital. This amount is recognized as interest expense over the term of
the loan. Thus in the current period interest expense of $101,000 was recorded
that related to these warrants.
--------------------------------------------------------------------------------
                                                                             F-7
<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 December 31, 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 December 31, 2000 the Company had cumulative net losses applicable to common
shares totaling $12,014,000. 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, developing the ePassport benefits package,
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 $149,000 in cash and cash equivalents as of December
31, 2000. This represents a decrease of $757,000 from June 30, 2000. Working
capital (deficit) as of December 31, 2000, decreased to ($1,315,000) as compared
to ($435,000) 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 and incurred convertible debt with
attached warrants in the principal amount of $900,000 during the six months
ended December 31, 2000.

Three and Six Months Ended December 31, 2000 and 1999

         During the three and six months ended December 31, 2000, the Company
had total operating revenues of $1,213,000 and $2,671,000, respectively, with a
cost of sales of $366,000 and $672,000, respectively, and distributor incentives
of $385,000 and $984,000, respectively. This is compared to operating revenues
from the comparable periods from the prior year of $367,000 and $685,000,
respectively, with a cost of sales of $234,000 and $524,000, respectively, and
distributor incentives of $105,000 and $222,000, respectively. Cost of sales
during the three and six months ended December 31, 1999 included certain direct
labor costs resulting in the cost of sales 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 and six months ended
December 31, 2000 were comprised primarily of revenues from e-commerce, IMC
eMarketing web site creation, sales and hosting, ISP monthly fees, and the
ePassport Benefits Package. Sales for the three and six months ended December
31, 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
program, ISP monthly fees, ePassport sales, web site sales and hosting, and
other product sales for future sales revenues.

         Approximately $100,000 of the Company's revenues for the six months
ended December 31, 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 during this same period.

                                       2
<PAGE>

         Selling, general and administrative ("SG&A") expenses were $2,115,000
and $4,347,000 for the three and six months ended December 31, 2000, compared
with $1,384,000 and $2,655,000 for the comparable periods from the prior year.
The increase resulted mainly from increases in (i) Shopping Dollar expense, (ii)
payroll costs and (iii) stock option compensation expense.

         Net interest expense was $148,000 and $183,000 for the three and six
months ended December 31, 2000, compared with interest income of $14,000 and
$41,000 for the comparable periods from the prior year. The net interest expense
for the three and six months ended December 31, 2000 relates primarily to
interest expense on outstanding debt obligations and interest expense for
warrants to acquire common stock that were granted in conjunction with the
issuance of convertible debt.

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 $1,985,000 in net proceeds from financing activities during
the six months ended December 31, 2000. The Company used net cash for operating
activities of $2,664,000 during the six months ended December 31, 2000. As of
December 31, 2000, the Company's liabilities totaled $3,755,000 which included
$34,000 in capital lease obligation and $1,785,000 in convertible long term debt
and interest payable. The Company had working capital (deficit) as of December
31, 2000 of ($1,315,000). The Company has approximately $295,000 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 ePassport benefits package, technical
services, online community, web sites, ISP service and product sales. Capital
requirements also depend on the amount of resources needed for its product
development programs. As of February 9, 2001, the Company had not committed to
spend any material amounts on capital expenditures. As of December 31, 2000, the
Company had an estimated $855,000 in Shopping Dollar obligations that comprise
part of the Company's reported accrued liabilities. On the Condensed
Consolidated Statement of Operations the shopping dollar expense is classified
as a selling expense. The Company is also highly dependent on its Internet
Marketing Consultants' ("IMCs") 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 December 31, 2000, there was $124,000 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 $900,000. $300,000 of the subscription price was paid on or before May 22,
2000. The remaining $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 share 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 vote and each of the Series A Convertible

                                       3
<PAGE>

Preferred shares being entitled to 100 votes. The Series A Preferred Stock
holders have the ability to cast 30,000,000 of the 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 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 and a nominee of David N.
Nemelka. Under the terms of the agreement Tradeco Corp. agreed to make periodic
loans to the Company in an aggregate principal amount at any one time
outstanding not to exceed $2,000,000 for a twelve month period. As of December
31, 2000 and February 9, 2001 the principal amounts of $900,000 and $1,400,000,
respectively, were owing under the Revolving Loan and Security Agreement. As of
December 31, 2000, there was $11,000 in accrued interest related to the
principal amounts owing. Tradeco Corp.'s 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 Company has agreed that if Tradeco Corp. will make an
additional $200,000 investment in the Company under certain specified terms and
conditions then the Company will reduce the exercise price of the warrants
issued and to be issued under the Revolving Loan and Security Agreement from
$5.50 per share to $3.00 per share.

         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 to $3,000,000 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, selling consumer products,
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 $6,000 to

                                       4
<PAGE>

OWOC during the six months ended December 31, 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.

         The Company has granted stock options and issued warrants that are
exercisable for approximately 5,716,040 shares of common stock at exercise
prices ranging between $1.00 and $5.50 per share as of December 31, 2000. There
can be no assurance that any of the stock options or warrants will be exercised.

         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.

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 about the future are
intended to be "forward-looking" statements. Forward-looking statements are
typically identified by the use of the words "believe," "may," "will," "should,"
"expect," "anticipate," "estimate," "project," "propose," "plan," "intend," and
similar words and expressions, although not all forward-looking statements
contain such identifying words. All statements other than statements of
historical facts included in this Form 10-Q regarding the Company's strategy,
future operations, financial position, prospects, plans and objectives of
management, are forward-looking statements. The Company intends the
forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. All forward-looking
statements speak only as of the date of this Form 10-Q. The Company does not
undertake any obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.
Although the Company believes that its plans, intentions and expectations
reflected in or suggested by the forward-looking statements made in this Form
10-Q are reasonable, ultimately it may not achieve such plans, intentions or
expectations.

         The Company's actual results could differ materially from its
expectations as a result of a number of factors, including, but not limited to
the Company's ability to:

         o        Increase the portion of revenues derived from retail sales of
                  proprietary and affiliate's products to supplement its current
                  revenue;

         o        Maintain a roster of retail affiliates that provide an array
                  of goods its members and prospective members want at prices
                  its members and prospective members are willing and able to
                  pay;

         o        Price the products and services it offers, and the related
                  Shopping Dollars awarded, so that it remains competitive while
                  providing effective Shopping Dollar loyalty incentives;

         o        Recruit, retain, incentivize, and support a growing number of
                  independent marketing consultants or IMCs to sell the
                  Company's products and services;

         o        Structure the Shopping Dollars loyalty program to provide
                  benefits attractive to members, while managing financial
                  exposure and risk;

         o        Develop, introduce, and support an array of new Company
                  proprietary products, services, and features that will attract
                  new IMCs and customers and increase merchandise sales;

         o        Effectively compete in the company's highly competitive
                  industry that is dependent on the success of independent IMCs;

                                       5
<PAGE>

         o        Comply with all federal and state regulations and laws
                  relating to the sale of the Company's products, including but
                  not limited to complying with regulation and laws relating to
                  direct sales and network marketing;

         o        Obtain significant additional funding to continue operations
                  and execute the Company's business plan; and

         o        Recruit and retain an effective and productive management,
                  technical, and related support staff to provide the services
                  its IMCs and members require.

         The Company also discloses important factors that could cause the
Company's actual results to differ materially from its expectations under the
caption "Risk Factors" under the Management's Discussion and Analysis of
Financial Condition and Results of Operations" Section in its Form 10-KSB for
the period ended June 30, 2000. These cautionary statements qualify all
forward-looking statements attributable to the Company or persons acting on its
behalf.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                       6
<PAGE>

                          PART II -- OTHER INFORMATION

Item 1. Legal Proceedings.

         No change.

Item 2. Changes in Securities.

         In October 2000, the Company entered into a Revolving Loan and Security
Agreement with Tradeco Corp., a Utah corporation and a nominee of David N.
Nemelka. Under the terms of the agreement Tradeco Corp. agreed to make periodic
loans to the Company in an aggregate principal amount at any one time
outstanding not to exceed $2,000,000 for a twelve month period. The Company
borrowed $500,000 under the Revolving Loan and Security Agreement in November
2000 and $400,000 in December 2000. 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 Notes are secured in a second position by
substantially all of the assets of One World. 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).

         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 Company has
agreed that if Tradeco Corp. will make an additional $200,000 investment in the
Company under certain specified terms and conditions then the Company will
reduce the exercise price of the warrants issued and to be issued under the
Revolving Loan and Security Agreement from $5.50 per share to $3.00 per share.
The securities issued under the Revolving Loan and Security Agreement were
exempt from registration under Rule 506 of Regulation D, Sections 4(2) and/or
4(6) of the Securities Act of 1933. The Company did not use an underwriter in
connection with its grant of stock options.

Item 3. Defaults Upon Senior Securities.

         None.

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

         None.

Item 5. Other Information.

         In January 2001 the Company reduced its work force by 11 people, which
included Wayne Holbrook, president of OWOL Marketing, in order to become more
focused and efficient in its operations.

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)

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 Agreement (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)

                                       7
<PAGE>

         (b)      Reports on Form 8-K:

         On November 6, 2000, the Company filed a Current Report on Form 8-K,
dated October 30, 2000, disclosing under Item 5 information relating to the
Revolving Loan and Security Agreement and providing certain financial
information.

         On December 18, 2000, the Company filed a Current Report on Form 8-K
setting forth under Item 5 certain updated information relating to the Company's
operations and prospects.

                                   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: February 14, 2001                David N. Nemelka
                                       President, Chief Executive Officer,
                                       Director

Date: February 14, 2001             By  /s/ Paul D. Korth
                                       ----------------------------
                                       Paul D. Korth
                                       Principal Financial and Chief Accounting
                                       Officer


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