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 March 31, 2001

                         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.

                                 Yes [X] 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 May 9, 2001
              -----                            -----------------------------
  Common Stock, $.001 par value                          23,378,122

<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 March 31, 2001 and March 31, 2000 (unaudited)                F-3

Condensed Consolidated Statement of Operations for the Nine
Months Ended March 31, 2001 and March 31, 2000 (unaudited)                F-4

Condensed Consolidated Statement of Cash Flows for the Nine
Months Ended March 31, 2001 and March 31, 2000 (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
                                                                                March 31, 2001                 June 30, 2000
                                                                          ---------------------------     -------------------------
<S>                                                                               <C>                           <C>
Current assets:
         Cash                                                                              $ 167,000                     $ 906,000
         Accounts receivable                                                                 129,000                             -
         Inventory, net                                                                      237,000                       136,000
         Other current assets                                                                 27,000                        55,000
                                                                          ---------------------------     -------------------------

                           Total current assets                                              560,000                     1,097,000

         Equipment, net                                                                      492,000                       653,000
         Notes Receivable                                                                     10,000                             -
         Other assets                                                                        161,000                       190,000
                                                                          ---------------------------     -------------------------

                            Total assets                                                 $ 1,223,000                   $ 1,940,000
                                                                          ---------------------------     -------------------------


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

              Liabilities and Stockholders' Deficit

Current liabilities:
         Accounts payable                                                                  $ 304,000                     $ 267,000
         Accrued liabilities                                                               1,610,000                     1,250,000
         Current portion of capital lease obligation                                          15,000                        15,000
         Convertible debt and interest due within 1 year                                   1,681,000                             -
                                                                          ---------------------------     -------------------------
                           Total current liabilities                                       3,610,000                     1,532,000

         Convertible long-term debt                                                          100,000                     1,545,000
         Interest payable                                                                      1,000                        48,000
         Capital lease obligation                                                             15,000                             -
                                                                          ---------------------------     -------------------------
                            Total liabilities                                              3,726,000                     3,125,000

Stockholders' deficit
         Common stock                                                                         23,000                        16,000
         Preferred stock                                                                           -                             -
         Additional paid in capital                                                       13,010,000                     7,904,000
         Stock subscription receivable                                                      (600,000)                     (600,000)
         Accumulated deficit                                                             (14,936,000)                   (8,505,000)
                                                                          ---------------------------     -------------------------
                            Total stockholders' deficit                                   (2,503,000)                   (1,185,000)
                                                                          ---------------------------     -------------------------

                            Total liabilities and stockholders' deficit                  $ 1,223,000                   $ 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
                                                                         March 31, 2001                March 31, 2000
                                                                    -------------------------     -------------------------
<S>                                                                        <C>                           <C>
Revenue                                                                            $ 913,000                     $ 473,000

Cost of sales                                                                        281,000                       465,000
                                                                    -------------------------     -------------------------

       Gross margin                                                                  632,000                         8,000

Distributor incentives                                                               263,000                       268,000
Selling, general and administrative expenses                                       1,732,000                     1,135,000
Interest Expense/(Income)                                                          1,595,000                       251,000
Other Expense/(Income)                                                               (36,000)                      (11,000)
                                                                    -------------------------     -------------------------

       Loss before income taxes                                                   (2,922,000)                   (1,635,000)
                                                                    -------------------------     -------------------------

Income tax benefit                                                                         -                             -

       Net Loss                                                                 $ (2,922,000)                 $ (1,635,000)
                                                                    -------------------------     -------------------------

Loss per share - basic and diluted                                                     (0.18)                        (0.11)
                                                                    -------------------------     -------------------------

Weighted average shares -  basic and diluted                                      16,454,000                    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 Nine                 For The Nine
                                                                         Months Ended                 Months Ended
                                                                        March 31, 2001               March 31, 2000
                                                                    -----------------------     -----------------------
<S>                                                                     <C>                         <C>
Revenue                                                                        $ 3,584,000                 $ 1,158,000

Cost of sales                                                                      953,000                     989,000
                                                                    -----------------------     -----------------------
       Gross margin                                                              2,631,000                     169,000

Distributor incentives                                                           1,247,000                     490,000
Selling, general and administrative expenses                                     6,079,000                   3,790,000
Interest Expense/(Income)                                                        1,777,000                     251,000
Other Expense/(Income)                                                             (41,000)                    (67,000)
                                                                    -----------------------     -----------------------
       Loss before income taxes                                                 (6,431,000)                 (4,295,000)
                                                                    -----------------------     -----------------------

Income tax benefit                                                                       -                           -

       Net Loss                                                               $ (6,431,000)               $ (4,295,000)
                                                                    -----------------------     -----------------------

Loss per share - basic and diluted                                                   (0.40)                      (0.28)
                                                                    -----------------------     -----------------------

Weighted average shares -  basic and diluted                                    16,104,000                  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 Nine                    For The Nine
                                                              Months Ended                    Months Ended
                                                             March 31, 2001                  March 31, 2000
                                                             --------------                  --------------
<S>                                                          <C>                              <C>
Cash flows from operating activities:
     Net loss                                                $ (6,431,000)                    $ (4,295,000)
     Adjustments to reconcile net loss to
       net cash used in operating activities:
         Depreciation                                             229,000                          168,000
         Write off/loss on fixed assets                            17,000                                -
         Common stock option compensation expense                 355,000                                -
         Interest expense for warrants granted with debt        1,626,000                                -
         Interest expense on convertible debt                      40,000                          251,000
         Change in:
           Accounts receivable                                   (129,000)                         (19,000)
           Inventory                                             (101,000)                          78,000
           Other current assets                                    28,000                          (33,000)
           Other assets                                            29,000                          (99,000)
           Accounts payable                                        37,000                           11,000
           Accrued liabilities                                    360,000                          319,000
           Interest Payable                                       115,000                                -
                                                             -------------                    -------------
                   Net cash used in
                   operating activities                        (3,825,000)                      (3,619,000)
                                                             -------------                    -------------

Cash flow from investing activities:
     Purchase of equipment                                        (84,000)                        (262,000)
     Issuance of notes receivable                                 (10,000)                               -
                                                             -------------                    -------------
                   Net cash used in
                   investing activities                           (94,000)                        (262,000)
                                                             -------------                    -------------

Cash flow from financing activities:
     Issuance of common stock                                   1,092,000                                -
     Issuance of convertible long-term debt                       100,000                        1,504,000
     Proceeds from convertible line of credit                   1,999,000                                -
     Principal payments on capital lease obligation               (11,000)                          (4,000)
                                                             -------------                    -------------
                   Net cash provided by
                   financing activities                         3,180,000                        1,500,000
                                                             -------------                    -------------

Net decrease in cash                                             (739,000)                      (2,381,000)

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

Cash, end of period                                             $ 167,000                        $ 878,000
                                                             -------------                    -------------

------------------------------------------------------------------------------------------------------------
See accompanying notes to condensed consolidated financial statements                                    F-5
</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 March 31, 2001 and the
results of  operations  and cash flows for the nine months  ended March 31, 2001
and the results of  operations  for the three months  ended March 31, 2001.  The
results of  operations  and cash flows for the periods  ended March 31, 2001 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 March 31, 2001. 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
March 31, 2001 that, if exercised, would result in the issuance of an additional
5,394,081 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. All
amounts lent were evidenced by  convertible  promissory  notes.  As of March 26,
2001, the Company had borrowed  $1,851,589 under the Revolving Loan and Security
Agreement.  At that time the Company  understood that Tradeco Corp. may not fund
the  remaining  $148,411  that was  available  for  draw  under  the  $2,000,000
Revolving  Loan as a  result  of a  material  adverse  change  in the  financial
condition and results of operations of the Company. In addition, the Company had
been  unsuccessful  in obtaining  further  material  funding  commitments.  As a
result,  the Company  proposed on March 26, 2001 that Tradeco Corp. (i) fund the
remaining $148,411 under the Revolving Loan and (ii) make an additional $150,000
investment  in the Company in exchange for common stock at the price of $.30 per
share and warrants  exercisable  for 500,000  shares of common stock at $.50 per
share  (the "New  Investment  Terms").  As a  further  incentive  to invest  the
additional  funds,  the Company  orally agreed that if the proposed  funding was
received the Company would lower the conversion price on the Revolving Loan from
a floating rate subject to a $1.00 floor to $.30 per share and

--------------------------------------------------------------------------------
                                                                             F-6
<PAGE>

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

lower the exercise  price on the related  warrants from $5.50 to $1.00 per share
provided Tradeco Corp. immediately convert all amounts owing under the Revolving
Loan into common stock.  On March 26, 2001,  Tradeco Corp.  orally  accepted the
Company's  offer by  investing  the  $148,411  that  remained  owing  under  the
Revolving Loan,  giving notice of conversion of all $2,000,000 in principal plus
accrued  interest into 6,801,788  shares of common stock at the conversion price
of  $.30  per  share  and  agreed  to  invest  another  $150,000  as per the New
Investment Terms no later than June 20, 2001.

The  warrants  granted  in  conjunction  with the  Revolving  Loan and  Security
Agreement have been valued based on the  Black-Scholes  pricing model. The total
value  allocated to the warrants of  $1,626,000  has been recorded as additional
paid in capital and recognized as interest expense (a non-cash expense). For the
quarters ending 12/31/00 and 03/31/01,  $101,000 and $1,525,000 were recorded as
interest expense.

--------------------------------------------------------------------------------
                                                                             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 and the Current
Report on form 8-K,  dated  December 18, 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 March 31, 2001 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 March 31, 2001 the Company had  cumulative  net losses  applicable  to common
shares  totaling  $14,936,000.  To date,  the Company has focused  primarily  on
building the One World Community and related software,  developing the ePassport
benefits   package,   developing  its  IMC  eMarketing  web  site,   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 $167,000 in cash and cash  equivalents  as of March 31,
2001. This represents a decrease of $739,000 from June 30, 2000. Working capital
(deficit)  as of March 31,  2001,  decreased  to  ($3,050,000)  as  compared  to
($435,000) at June 30, 2000.  These  decreases were largely due to $1,681,000 in
convertible debt (including accrued interest) that became a current liability of
the Company in the  quarterly  period  ended March 31,  2001,  ongoing  selling,
general and administrative  costs and other expenses without sufficient revenues
to cover such  expenses.  The Company also received  $3,180,000 in net cash from
financing  activities  during the nine months ended March 31, 2001.  As of March
31, 2001, the Company's  liabilities totaled $3,726,000 and the Company's assets
totaled $1,223,000.

Three and Nine Months Ended March 31, 2001 and 2000

         During the three and nine months ended March 31, 2001,  the Company had
total operating revenues of $913,000 and $3,584,000,  respectively,  with a cost
of sales of $281,000 and $953,000,  respectively,  and distributor incentives of
$263,000 and $1,247,000,  respectively.  This is compared to operating  revenues
from the  comparable  periods  from the prior year of $473,000  and  $1,158,000,
respectively,  with a cost of sales of $465,000 and $989,000,  respectively, and
distributor  incentives  of $268,000 and $490,000,  respectively.  Cost of sales
during the three and nine months ended March 31, 2000  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 nine months ended March
31, 2001 were  comprised  primarily  of revenues  from IMC  eMarketing  web site
creation,  sales and  hosting,  ISP monthly  fees,  and the  ePassport  Benefits
Package. Sales for the three and nine months ended March 31, 2000 were comprised
primarily of revenues  from web site  creation,  sales and hosting.  The Company
will look to annual ePassport fees, ISP monthly fees,  ePassport sales, web site
sales and hosting, and other product sales for future sales revenues.

                                       2
<PAGE>

         During each of the last three quarterly periods the Company's operating
revenues have  decreased.  For the quarterly  periods ended  September 30, 2000,
December  31,  2000 and March 31, 2001 the  Company's  operating  revenues  were
$1,458,000,  $1,213,000  and  $913,000,  respectively.  Operating  revenues have
declined  because  the  Company's  volume  of  sales  and  rate of new  customer
acquisition  have  decreased.  There  can be no  assurance  that  the  Company's
quarterly revenues will not continue to decrease in future periods.

         Approximately  $100,000 of the  Company's  revenues for the nine months
ended March 31, 2001 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.

         Selling,  general and administrative  ("SG&A") expenses were $1,732,000
and $6,079,000 for the three and nine months ended March 31, 2001, compared with
$1,135,000 and  $3,790,000  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 (applicable  primarily
to the nine month  periods  and not to the three  month  periods).  It should be
noted  however,  that  during  each of the  last  three  quarterly  periods  the
Company's  SG&A expenses  have  decreased.  The decreases  during the last three
quarterly periods resulted mainly from (i) reductions in the number of employees
employed by the Company,  (ii) variations in Shopping Dollar expense,  and (iii)
variations in stock option compensation expense.

         In October 2000, the Company entered into a Revolving Loan and Security
Agreement (the "Revolving Loan") with Tradeco Corp., a Utah corporation. Tradeco
Corp. is a nominee 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 in an  aggregate  principal  amount at any one time  outstanding  not to
exceed $2,000,000 for a twelve month period.  The obligation of Tradeco Corp. to
lend funds was limited by certain  conditions  set forth in the Revolving  Loan,
including the requirement  that there not be any material  adverse change in the
financial  condition or the results of  operations  of the Company.  All amounts
lent were  evidenced by convertible  promissory  notes that bore interest at the
rate of percent (10%) per annum until the  convertible  note was paid in full or
converted  ("Revolving Loan Notes").  Principal and accrued interest was due and
payable on all Revolving Loan Notes in a single  balloon  payment on January 15,
2002. As  additional  consideration,  Tradeco Corp.  was 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  arrangement.
Said  warrants  were  exercisable  at $5.50 per share for a period ending on the
five year anniversary of the date of grant.

         Tradeco Corp. had the right,  at Tradeco  Corp.'s  option,  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).
Tradeco Corp. was required to convert all of the principal and accrued  interest
if any amount was converted.

         As of March 26, 2001,  Tradeco  Corp.  had lent funds in the  principal
amount of $1,851,589  under the  Revolving  Loan  arrangement.  At that time the
Company  understood that Tradeco Corp. may not fund the remaining  $148,411 that
was  available  for draw under the  $2,000,000  Revolving  Loan as a result of a
material adverse change in the financial  condition and results of operations of
the Company.  In addition,  the Company had been unsuccessful in getting further
material  funding  commitments.  As a result,  the Company proposed on March 26,
2001 that Tradeco Corp. (i) fund the remaining $148,411 under the Revolving Loan
and (ii) make an additional  $150,000  investment in the Company in exchange for
common stock at the price of $.30 per share and warrants exercisable for 500,000
shares of common  stock at $.50 per share  (the "New  Investment  Terms").  As a
further incentive to invest the additional funds, the Company orally agreed that
if the  proposed  funding was received  the Company  would lower the  conversion
price on the  Revolving  Loan from a floating  rate  subject to a $1.00 floor to
$.30 per share and lower

                                       3
<PAGE>

the  exercise  price on the  related  warrants  from  $5.50 to $1.00  per  share
provided Tradeco Corp. immediately convert all amounts owing under the Revolving
Loan into common stock.

         On or about March 26, 2001, Tradeco Corp. orally accepted the Company's
offer by investing the $148,411 that  remained  owing under the Revolving  Loan,
giving notice of conversion of all $2,000,000 in principal plus accrued interest
into 6,801,788  shares of common stock at the conversion price of $.30 per share
and agreed to invest another  $150,000 as per the New Investment  Terms no later
than June 20, 2001.

         The  warrants  granted  in  conjunction  with  the  Revolving  Loan and
Security  Agreement have been valued based on the  Black-Scholes  pricing model.
The total value  allocated to the warrants of  $1,626,000  has been  recorded as
additional  paid in capital  and  recognized  as  interest  expense (a  non-cash
expense) over the term of the loan.  For the quarters  ending  December 31, 2000
and March 31,  2001  respectively,  $101,000  and  $1,525,000  were  recorded as
interest expense.

         Net interest  expense was  $1,595,000  and $1,777,000 for the three and
nine months ended March 31, 2001, compared with net interest expense of $251,000
and $251,000 for the comparable periods from the prior year. The increase in net
interest  expense  for these  periods  relates  primarily  to  interest  expense
associated  with the  amendment  to the  warrant  terms  and  conversion  of the
convertible debt, as described above.

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  $3,180,000 in net proceeds from financing  activities during
the nine months  ended March 31, 2001.  The Company used net cash for  operating
activities  of  $3,825,000  during the nine months ended March 31,  2001.  As of
March 31, 2001, the Company's  liabilities  totaled  $3,726,000 which included a
$30,000 in capital lease  obligation and $100,000 in convertible long term debt.
The Company had working capital  (deficit) as of March 31, 2001 of ($3,050,000).
The Company has approximately  $331,000 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 May 9, 2001, the Company had not committed to spend
any material amounts on capital expenditures.  As of March 31, 2001, the Company
had an estimated  $996,000 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.  If the
Company grows, it expects to experience an increase in its capital  expenditures
and  operating  expenses  consistent  with  the  growth  of its  operations  and
staffing.  The Company's  sales have been  decreasing in recent months and there
can be no assurance that the Company will 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 March 31, 2001,  there was $162,000 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

                                       4
<PAGE>

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
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 February  2001 the Company  issued and sold  convertible  promissory
notes in the  principal  amount of  $100,000  (the  "2001  Notes")  and Series B
Warrants  exercisable  for 50,000 shares of common stock.  The 2001 Notes accrue
interest at the rate of 10% per annum. Principal and accrued interest is due and
payable  in a single  balloon  payment  on March 1,  2004.  The 2001  Notes  are
unsecured  and are subject to call upon the  occurrence of certain  events.  The
2001 Notes are convertible  into the Company's common stock at the lesser of (i)
$3.50 per share or (ii) a twenty percent (20%)  discount to the average  closing
bid price of the  Company's  common  stock as 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 ($1.00). The Warrants are exercisable at an exercise price equal to $3.00
per share for a three year term and are subject to adjustment  and call upon the
occurrence of certain events.

         In March  2001,  the  Company  converted  the  amount  owing  under the
Revolving Loan to equity as described  above. See "--Three and Nine Months Ended
March 31, 2001 and 2000."

         The  Company had  previously  invested  $100,000  in a private  Company
called  Thinmillionaire.com,  Inc. In January, 2001 R. Odyssey Ventures, Inc., a
company  with  which  David R.  Nemelka  (the  father  of David N.  Nemelka)  is
affiliated,  purchased the Company's interest in  Thinmillionaire.com,  Inc. for
$110,000 which $110,000  purchase price, the Company believes is at or in excess
of the fair market value of said securities.

         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  $9,200 to
OWOC during the nine months  ended March 31,  2001.  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.

                                       5
<PAGE>

         Since January 1, 2001, approximately 50% of the Company's workforce has
been terminated or laid-off.  The  terminations and lay-offs were done to reduce
operating  costs. The Company believes that staffing levels are adequate for the
Company's current level of business.

         The Company  has granted  stock  options and issued  warrants  that are
exercisable  for  approximately  7,050,415  shares of common  stock at  exercise
prices ranging  between  $0.313 and $5.50 per share as of March 31, 2001.  There
can be no assurance that any of the stock options or warrants will be exercised.

         The Company is in need of immediate  funds to continue its  operations.
Existing  funds and  anticipated  revenues  will not be  sufficient  to  support
Company operations in the immediate future. Currently, the Company requires cash
for continuing  operations,  consumer  products,  Shopping  Dollar  redemptions,
technology  upgrades,  ePassport  Benefits  Packages,  ISP access and  services,
building the virtual One World Online.com Community,  developing and selling web
sites and related  products and services and other working  capital  needs.  The
Company  estimates  that it will require  approximately  $2.0 million in capital
from external sources to fund its ongoing  requirements during 2001. The Company
may attempt to accelerate  the  implementation  of its business model by raising
capital in addition to the required  $2.0  million.  As in the past, in order to
obtain its required  capital,  the Company will rely  principally on the sale of
securities,  either to unaffiliated parties or to its officers,  directors,  and
principal stockholders.

         The Company has no firm commitments to obtain 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 in the  immediate  future will have a material  adverse  effect on the
Company,  including possibly  requiring the Company to significantly  curtail or
cease its operations.

Inflation

         The Company does not expect the impact of inflation on operations to be
significant  and the  impact  of  inflation  has not been  significant  in prior
periods.

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;

                                       6
<PAGE>

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;

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]


                                       7
<PAGE>

                          PART II -- OTHER INFORMATION

Item 1. Legal Proceedings.

         No change.

Item 2. Changes in Securities.

         In February  2001 the Company  issued and sold  convertible  promissory
notes in the  principal  amount of  $100,000  (the  "2001  Notes")  and Series B
Warrants  exercisable  for 50,000 shares of common stock.  The 2001 Notes accrue
interest at the rate of 10% per annum. Principal and accrued interest is due and
payable  in a single  balloon  payment  on March 1,  2004.  The 2001  Notes  are
unsecured  and are subject to call upon the  occurrence of certain  events.  The
2001 Notes are convertible  into the Company's common stock at the lesser of (i)
$3.50 per share or (ii) a twenty percent (20%)  discount to the average  closing
bid price of the  Company's  common  stock as 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 ($1.00). The Warrants are exercisable at an exercise price equal to $3.00
per share for a three year term and are subject to adjustment  and call upon the
occurrence  of certain  events.  The sale of these  securities  was exempt  from
registration  under Rule 506 of  Regulation D and 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 these securities.

         In October 2000, the Company entered into a Revolving Loan and Security
Agreement (the "Revolving Loan") with Tradeco Corp., a Utah corporation. Tradeco
Corp. is a nominee 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 in an  aggregate  principal  amount at any one time  outstanding  not to
exceed $2,000,000 for a twelve month period.  The obligation of Tradeco Corp. to
lend funds was limited by certain  conditions  set forth in the Revolving  Loan,
including the requirement  that there not be any material  adverse change in the
financial  condition or the results of  operations  of the Company.  All amounts
lent were  evidenced by convertible  promissory  notes that bore interest at the
rate of percent (10%) per annum until the  convertible  note was paid in full or
converted  ("Revolving Loan Notes").  Principal and accrued interest was due and
payable on all Revolving Loan Notes in a single  balloon  payment on January 15,
2002. As  additional  consideration,  Tradeco Corp.  was 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  arrangement.
Said  warrants  were  exercisable  at $5.50 per share for a period ending on the
five year  anniversary  of the date of grant.  For the quarter  ending March 31,
2001, Tradeco Corp.  provided $1,100,000 in funding under the Revolving Loan and
received warrants exercisable for 550,000 shares of stock.

         Tradeco Corp. had the right,  at Tradeco  Corp.'s  option,  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).
Tradeco Corp. was required to convert all of the principal and accrued  interest
if any amount was converted.

         As of March 26, 2001,  Tradeco  Corp.  had lent funds in the  principal
amount of $1,851,589  under the  Revolving  Loan  arrangement.  At that time the
Company  understood that Tradeco Corp. may not fund the remaining  $148,411 that
was  available  for draw under the  $2,000,000  Revolving  Loan as a result of a
material adverse change in the financial  condition and results of operations of
the Company.  In addition,  the Company had been unsuccessful in getting further
material  funding  commitments.  As a result,  the Company proposed on March 26,
2001 that Tradeco Corp. (i) fund the remaining $148,411 under the Revolving Loan
and (ii) make an additional  $150,000  investment in the Company in exchange for
common stock at the price of $.30 per share and warrants exercisable for 500,000
shares of common  stock at $.50 per share  (the "New  Investment  Terms").  As a
further incentive to invest the additional funds, the Company orally agreed that
if the  proposed  funding was received  the Company  would lower

                                       8
<PAGE>

the  conversion  price on the  Revolving  Loan from a floating rate subject to a
$1.00  floor to $.30 per  share  and lower  the  exercise  price on the  related
warrants  from  $5.50 to $1.00  per share  provided  Tradeco  Corp.  immediately
convert all amounts owing under the Revolving Loan into common stock.

         On or about March 26, 2001, Tradeco Corp. orally accepted the Company's
offer by investing the $148,411 that  remained  owing under the Revolving  Loan,
giving notice of conversion of all $2,000,000 in principal plus accrued interest
into 6,801,788  shares of common stock at the conversion price of $.30 per share
and agreed to invest another  $150,000 as per the New Investment  Terms no later
than June 20, 2001. On April 19, 2001, Tradeco Corp. invested $150,000 under the
New Investment Terms.

         The securities  issued under the Revolving Loan and Security  Agreement
and New  Investment  Terms  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 these transactions.

         During the three  months  ending March 31,  2001,  the Company  granted
stock options  exercisable for 2,006,000 shares of the Company's common stock at
an exercise price $.31 per share.  Options to acquire 981,000 shares were issued
to employees of the Company  under the Company's  stock option plan.  Options to
acquire  1,025,000  shares of the Company's  common stock were issued to Company
IMC's who are sophisticated  and accredited  investors (and, in a limited number
of cases the IMC's were  sophisticated  but not  accredited).  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.  The Company also had stock options exercisable for 1,271,625 shares of
Common Stock that expired or were  terminated  during this period as a result of
lay-offs and terminations of employees and consultants.

Item 3. Defaults Upon Senior Securities.

         None.

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

         The Company held its annual meeting of stockholders on January 5, 2001,
at which  meeting  certain  members of the  Company's  Board of  Directors  (the
"Board") were  elected.  The terms of Kelly M. Thayer,  David N. Nemelka,  David
Bradford and Craig Case,  comprising all of the members of the Board, expired at
this annual meeting.

         Each Board member immediately prior to the annual meeting was nominated
by the Board for  reelection.  The  stockholders  then elected  Kelly M. Thayer,
David N.  Nemelka,  David  Bradford  and Craig Case to the Board  until the next
annual meeting of directors. Each of the directors received 36,024,276 votes for
their reelection and no stockholder withheld authority.

Item 5. Other Information.

         Craig  Case  resigned  as a director  of the  Company  effective  as of
January 31, 2001.  Since that date, Mr. Case is now the acting Vice President of
Sales and Marketing for the Company.

         In February 2001, B. Ray Zoll, the former  Executive Vice President and
Corporate  Counsel for the Company's  subsidiary OWOL Marketing,  resigned.  Mr.
Zoll now works as a private attorney and still provides services to the Company.

         In March 2001, the Company laid-off Paul Korth, the Company's former
Secretary, Treasurer and Controller.  Mr. Korth continues to provide financial
consulting services to the Company.

                                       9
<PAGE>

         In May 2001,  the Company  terminated Bob Wright,  the Chief  Technical
Officer of OWOL Technologies.

         In May 2000, the Company  entered into a financial  advisory  agreement
with Sands Brothers & Co., Ltd. ("Sands Brothers"), a registered  broker/dealer.
Pursuant  to the  Agreement,  the  Company  issued  5-year  warrants to purchase
750,000 shares of the Company's common stock at an exercise price equal to $3.50
per share.  Sands Brothers agreed to donate ten percent (10%) of the warrants to
the One World  Charitable  Foundation.  The warrants  vested  immediately  as to
375,000 shares ("Initial Tranche"),  with the balance of 375,000 shares ("Second
Tranche")  vesting upon Sands Brothers  arranging a financing  transaction of at
least $7.5 Million on the Company's  behalf on terms  acceptable to the Company.
In  addition,  any  unexercised  warrants  in the  Initial  Tranche  were  to be
forfeited by Sands  Brothers in the event Sands Brothers was unable to arrange a
financing  transaction  of at least $1 Million by November  2000.  The  warrants
contained  anti-dilution rights,  cashless exercise provisions,  survival in the
event of a merger of the Company,  piggy-back registration rights and one demand
registration  (which is forfeited in the event Sands Brothers fails to arrange a
financing  transaction of at least $7.5 Million on the Company's behalf on terms
acceptable to the Company).

         The Sands  Brothers  agreement  also  provided that for a period of not
less than five (5) years from the consummation of any financing  transaction the
Company would, at Sands Brothers'  option and if so requested by Sands Brothers,
recommend and use its reasonable efforts to elect one designee of Sands Brothers
at the option of Sands Brothers,  either as a member of or nonvoting  advisor to
its board of directors;  such  designee,  if elected or appointed,  could attend
meetings  of the board and would  receive no more or less  compensation  than is
paid to other  non-management  directors of the Company and would be entitled to
receive  reimbursement  for all  reasonable  costs  incurred in  attending  such
meetings  including,  but not limited to, food, lodging and  transportation.  In
addition,  the agreement  granted  Sands  Brothers a right of first refusal with
respect to any financing  transactions during the term of the parties agreement.
Holders  of  50,250 of the  375,000  warrants  granted  in the  Initial  Tranche
attempted to exercise these warrants prior to November 2000. The Company did not
honor this warrant exercise, The Company believes that Sands Brothers materially
breached the financial  advisory  agreement,  thereby  extinguishing all current
obligations of the Company with respect to the financial  advisory agreement and
related warrants.  The Company has also given notice of termination of the Sands
Brothers agreement.  If a dispute between the parties arises with respect to the
financial  advisory  arrangement,  it will be  subject  to all of the  risks and
uncertainties  of litigation and the outcome cannot be predicted.  Specifically,
there is no assurance  that the Company will be successful in resolving any such
claims on  acceptable  terms and the  Company  may  incur  significant  costs in
asserting its claims and defenses.

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>

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

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)

10.8         Form  of  Convertible  Promissory  Note  issued  to  February  2001
             investor

10.9         Form of Series A Warrant

10.10        Form of Series B Warrant


         (b)  Reports on Form 8-K:

         On January 19, 2001,  the Company  filed a Current  Report on Form 8-K,
dated January 18, 2001,  announcing  under Item 5 that the Company had withdrawn
its application for listing on the Nasdaq SmallCap Market.

         On March 23,  2001,  the  Company  filed a  Current  Report on Form 8-K
disclosing employee lay-offs under Item 9.

                                       11
<PAGE>

         On March 27,  2001,  the  Company  filed a Current  Report on Form 8-K,
dated March 26, 2001,  disclosing  under Item 9 the  conversion of the Revolving
Loan and amendment of the terms thereto.

                                   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.


Date: May 16, 2001                         By  /s/ David N. Nemelka
                                              --------------------------------
                                              David N. Nemelka
                                              Chief Executive Officer, Principal
                                              Financial Officer, and Director


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