FORM 10-QSB


                       SECURITIES AND EXCHANGE COMMISSION

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

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

                For the Quarterly Period Ended September 30, 1999

                         Commission File Number 33-16757

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



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


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

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

     Check whether the issuer (1) has filed all reports  required to be filed by
Section 13 or 15(d) of the Exchange  Act 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

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of November 10, 1999: 15,475,000.


<PAGE>


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

                                        2

PART I -- FINANCIAL INFORMATION

Item 1.  Financial Statements.

                        ONE WORLD ONLINE.COM, INC.
                        Condensed Consolidated Financial Statements (unaudited)
                        September 30, 1999


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

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


                                                                            Page
                                                                   -------------

Condensed Consolidated Balance Sheet (unaudited)                             F-2

Condensed Consolidated Statement of Operations (unaudited)                   F-3

Condensed Consolidated Statement of Cash Flows (unaudited)                   F-4

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



<PAGE>
<TABLE>
<CAPTION>
                                                                             ONE WORLD ONLINE.COM, INC.
                                                       Condensed Consolidated Balance Sheet (unaudited)


                                                                                    September 30, 1999
-------------------------------------------------------------------------------------------------------

              Assets

Current assets:
<S>                                                                                        <C>
         Cash                                                                              $ 1,780,000
         Accounts receivable                                                                     1,000
         Inventory                                                                             237,000
         Other current assets                                                                    7,000
                                                                                   --------------------

                          Total current assets                                               2,025,000
                                                                                   --------------------

         Equipment, net                                                                        646,000
         Other assets                                                                          151,000
                                                                                   --------------------

                           Total assets                                                    $ 2,822,000
                                                                                   --------------------


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

              Liabilities and Stockholders' Equity

Current liabilities:
         Accounts payable                                                                  $    68,000
         Accrued liabilities                                                                   154,000
         Current portion of capital lease obligation                                             5,000
                                                                                   --------------------

                          Total current liabilities                                            227,000
                                                                                   --------------------

Capital lease obligation                                                                         9,000
                                                                                   --------------------

Stockholders' equity
         Common stock                                                                           15,000
         Additional paid in capital                                                          5,558,000
         Accumulated deficit                                                                (2,987,000)
                                                                                   --------------------

                           Total stockholders' equity                                        2,586,000
                                                                                   --------------------

                           Total liabilities and stockholders' equity                      $ 2,822,000
                                                                                   --------------------


-------------------------------------------------------------------------------------------------------
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 Months Ended September 30, 1999
------------------------------------------------------------------------------------------------------------

<S>                                                                                            <C>
Revenue                                                                                        $    318,000

Cost of sales                                                                                       519,000
                                                                                         -------------------

Gross margin                                                                                       (201,000)

General and administrative expenses                                                              (1,159,000)

Other Income                                                                                         42,000
                                                                                         -------------------

                           Loss before income taxes                                              (1,318,000)

Income tax benefit                                                                                        -
                                                                                         -------------------

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

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

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

------------------------------------------------------------------------------------------------------------
See accompanying notes to condensed consolidated financial statements                                  F-3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                                          ONE WORLD ONLINE.COM, INC.
                                                          Consolidated Statement of Stockholders' Equity (unaudited)

                                                                            For the Quarter Ended September 30, 1999
--------------------------------------------------------------------------------------------------------------------

                                                                             Additional
                                   Preferred Stock       Common Stock         Paid-In     Accumulated
                                   Shares   Amount     Shares      Amount     Capital        Deficit           Total
                                   ---------------------------------------------------------------------------------
<S>                                    <C>   <C>     <C>          <C>        <C>           <C>           <C>
Balance at June 30, 1999                -    $ -     15,475,000   $ 15,000   $ 5,558,000   $ (1,669,000) $ 3,904,000

Net Loss                                                                                     (1,318,000)  (1,318,000)

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

Balance at September 30, 1999           -    $ -     15,475,000   $ 15,000   $ 5,558,000   $ (2,987,000) $ 2,586,000
                                   ---------------------------------------------------------------------------------
</TABLE>
<PAGE>


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

                                   For the Three Months Ended September 30, 1999
--------------------------------------------------------------------------------

Cash flows from operating activities:
      Net loss                                    $ (1,318,000)
      Adjustments to reconcile net loss to
       net cash used in operating activities:
          Depreciation                                 54,000
          Change in:
            Accounts receivable                        (1,000)
            Inventory                                  15,000
            Other current assets                       10,000
            Accounts payable                          (44,000)
            Accrued liabilities                        28,000
                                                  ------------

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

Cash flow from investing activities:

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

Cash flow from financing activities:

      Principal payments on capital lease
      obligation                                       (1,000)
                                                  ------------

Net decrease in cash                               (1,479,000)

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

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


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

                                                                             F-4

<PAGE>


                                                      ONE WORLD ONLINE.COM, INC.

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

(1)  Interim Condensed Consolidated Financial Statements

The unaudited condensed  consolidated  financial statements include the accounts
of One World  Online.com,  Inc.  and  subsidiaries  and include all  adjustments
(consisting of normal  recurring items) which are, in the opinion of management,
necessary to present fairly the financial  position as of September 30, 1999 and
the results of operations for the three months ended September 30, 1999 and cash
flows for the three months ended  September 30, 1999.  The results of operations
and cash flows for the three months ended September 30, 1999 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, 1999
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, 1999 Annual report on Form 10-KSB.

(2)  Basic and Diluted Net Loss Per Common Share

Net loss per share is based on the weighted average number of shares outstanding
at September 30, 1999.  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 period  presented in
which the Company  incurred a net loss.  The Company  has common  stock  options
outstanding  at  September  30, 1999 that,  if  exercised,  would  result in the
issuance of an additional 3,874,500 shares of common stock.

(3)  Comparative Financial Information

Comparative financial information for the three month period ended September 30,
1998 is not presented as the Company's date of inception was November 12, 1998.


--------------------------------------------------------------------------------
                                                                             F-5


<PAGE>

Item 2. Management's Discussion and Analysis or Plan of Operation.

         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, 1999. Wherever in this
discussion  the term  "Company" is used, it should be understood to refer to One
World  Online.com,  Inc.  ("One World") and its wholly owned  subsidiaries,  One
World Online  Incorporated dba One World Online Marketing ("OWOL Marketing") and
I Ventures,  Inc. dba One World Online Technologies ("OWOL Technologies"),  on a
consolidated  basis, except where the context clearly indicates  otherwise.  The
Company's  September  30,  1999  unaudited  condensed   consolidated   financial
statements  assumes  the  acquisition  of One World by OWOL  Marketing  and OWOL
Technologies  on November 12, 1998.  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, 1999 Annual Report on Form 10-KSB.

Overview

         Since inception,  the Company,  has focused primarily on developing its
main product line of  e-commerce  sites,  building the One World  Community  and
related   software,    building   a    high-performance,    scaleable   hardware
infrastructure,   hiring  capable  personnel,  developing  its  marketing  plan,
developing technology and e-commerce solutions and raising capital.

Plan of Operation

         The Company proposes to be a nationwide  provider of consumer  Internet
access, e-commerce solutions for businesses and Internet training for businesses
and  individuals.  The  Company  has  also  created  the  One  World  Online.com
Community,  which  includes  a  broad  range  of  retail  products,  educational
information,  24-hour radio broadcasts,  news and  entertainment.  The Company's
Internet  access  services  are  provided   through  a  national   network  with
approximately  2,000 "Points of Presence" (local telephone numbers through which
subscribers  can access the Internet) that cover  approximately  92% of the U.S.
population.  As a full solution Internet services company,  One World is seeking
to take the $300+  billion  Internet  and  e-commerce  market  to the  masses by
offering a one stop source for Internet  solutions such as: nationwide  enhanced
Internet Service Provider (ISP) access; a virtual online community complete with
online  shopping that includes over 225,000  products,  Internet  radio station,
library,  arcade,  and much more;  web site  creation  and  hosting;  electronic
commerce  solutions for mid-size and small  businesses;  and Internet  marketing
training for businesses and  individuals.  One World is also seeking to redefine
the world of e-commerce through the collective power of uniting individuals with
relationship  marketing  and  rewarding  them with a dynamic new concept  called
Community  Dollars.  As customers watch their  Community  Dollar account balance
grow and use their  Community  Dollars to purchase  products  from the One World
Online.com  Community,  they are  expected  to  become  more  loyal to the value
offered by One World.

Liquidity and Capital Resources

         Since  inception,  the Company has  financed its  operations  primarily
through the private  placement of its common  stock.  For the three months ended
September  30,  1999,  the Company  used net cash for  operating  activities  of
$1,256,000.  As  of  September  30,  1999,  the  Company's  liabilities  totaled
$236,000,  which included $14,000 in capital lease  obligation.  The Company had
working capital as of September 30, 1999 of $1,798,000.

         The  Company's  capital   requirements   depend  on  numerous  factors,
including  market  acceptance  of the Company's  web site,  technical  services,
online community,  training programs and ISP service.  Capital requirements also
depend on the amount of resources needed for its product  development  programs.
The Company is also  highly  dependent  on its  Internet  Marketing  Consultants

                                       4
<PAGE>

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.

         As of September  30, 1999,  the Company had not  committed to spend any
material  amounts on capital  expenditures.  The Company  believes that existing
funds  and  anticipated  sales  will be  sufficient  to  support  the  Company's
operations through December 31, 1999. The Company will need to raise significant
additional  funding to support  its  operations  during  2000.  Such  additional
funding  will be required  to fully  execute its  business  plan which  includes
continuing  its focus as a seller  of ISP  access  and  services,  building  the
virtual One World Online.com Community, and developing and selling web sites and
related products and services.  The Company has no material current  contractual
arrangements 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 Company's  liquidity and capital resources will also be affected by
the One World Online Charitable Foundation,  a charitable organization ("OWOCF")
that 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.  In the three months ended
September  30,  1999,  $2,633 was  contributed  by the  Company  to OWOC.  These
payments  could  be as  much  as 22%  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 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 may  experience  variations  on a  quarterly  basis in its
results  of  operations,  in  response  to a) the  timing of  Company  sponsored
distributor  events,  b) new product  introductions,  c) the  adverse  effect of
Internet Marketing Consultants or the Company's failure, or allegations of their
failure,  to comply with  applicable  government  regulations,  d) the  negative
impact  of  changes  in or  interpretations  of  regulations  that may  limit or
restrict the sale of certain Company  products,  e) the operation of the network
marketing  system,  f)  the  recruiting  and  retention  of  Internet  Marketing
Consultants,   and  g)  consumer  perceptions  of  the  Company's  products  and
operations.

Year 2000

         The Company uses computer  networks and personal  microprocessors  that
have the potential for  operational  problems if they lack the ability to handle
the transition to the Year 2000. The Company has been aggressively  proactive in

                                       5

<PAGE>

pursuing  solutions  for the  Year  2000  problem.  The  Company  has  initiated
communications with its suppliers, dealers, distributors and other third parties
in order to assess and reduce the risk that the  Company's  operations  could be
adversely  affected by the failure of these third parties to adequately  address
the Year 2000 issue.

         The  Company's  principal  computer  systems  (including  the  embedded
microprocessor  systems) have been purchased  since January 1999 and the vendors
supplying  such systems have  generally  represented  that such systems are Year
2000  compliant.  Some of the software  utilized by the Company is standard "off
the shelf" software,  typically available from a number of vendors.  The Company
has verified with such software vendors that the services and products  provided
are,  or will be,  Year 2000  compliant.  In  addition,  the Company has certain
software  that has been  written  specifically  for use by the  Company  and the
suppliers  of such  software  have  warranted  that it is Year  2000  compliant.
Subject to such verification, the Company believes that its computer systems and
software are Year 2000 compliant in all material respects. The Company estimates
that the cost to redevelop,  replace or repair its  technology  that is not Year
2000  compliant will not be material.  The Company is not using any  independent
verification or validation procedures. There can be no assurance,  however, that
its systems or programs are or will be Year 2000  compliant and that the failure
of those  systems  would not have a  material  adverse  impact on the  Company's
business and operations.

         In connection with its business activities,  the Company interacts with
customers,  suppliers  and  financial  service  organizations  who use  computer
systems.  The Company is verifying  with those  parties their state of Year 2000
readiness. Based on its assessment activity to date, the Company believes that a
majority of the customers,  suppliers and financial service  organizations  with
whom it interacts are making acceptable progress toward Year 2000 readiness. The
Company  currently  believes that the most reasonable likely worst case scenario
is that there will be some localized  disruptions of customer,  supplier  and/or
financial  services  that  will  affect  the  Company  and  its  suppliers,  and
distribution  channels  for a short  time  rather  than  systemic  or  long-term
problems affecting its business operations as a whole. In view of the foregoing,
the Company does not currently  anticipate that it will experience a significant
disruption to its business as a result of the Year 2000 issue. However, there is
still  uncertainty  about the  broader  scope of the Year  2000  issue as it may
affect  the  Company  and  third  parties  that are  critical  to the  Company's
operations.  For example,  lack of readiness by electrical and water  utilities,
financial  institutions,  government  agencies  or other  providers  of  general
infrastructure  could pose significant  impediments to the Company's  ability to
carry on its normal operations in the area or areas so affected.  The Company is
currently  evaluating what  contingency  plans, if any, to make in the event the
Company or parties  with whom the Company  does  business  experience  Year 2000
problems.

         The  statements  made herein about the costs  expected to be associated
with the Year 2000  compliance  and the  results  that the  Company  expects  to
achieve, constitute forward-looking  information. As noted above, there are many
uncertainties involved in the Year 2000 issue, including the extent to which the
Company will be able to successfully  and adequately  provide for  contingencies
that may arise,  as well as the  broader  scope of the Year 2000 issue as it may
affect third parties that are not  controlled by the Company.  Accordingly,  the
costs and  results  of the  Company's  Year 2000  program  and the extent of any
impact on the  Company's  operations  could vary  materially  from those  stated
herein.

Forward-Looking Statements

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

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

                                       6

<PAGE>

acceptance of the Company's  products,  uncertainties in connection with the use
of  the  Internet  as a  medium  of  commerce  and  communications,  the  highly
competitive nature of the Company's industry,  rapid technological  changes, the
need  for  significant   additional  capital  and  dependence  on  retail  sales
representatives.  Please refer to the  "Management's  Discussion and Analysis or
Plan of Operation" and  specifically the discussion under "Risk Factors" that is
found in the Company's  Annual Report on Form 10-KSB for the year ended June 30,
1999, for more details.  In addition,  sales and other revenues may not commence
and/or  continue as  anticipated  due to delays or otherwise.  As a result,  the
Company's  actual results for future periods could differ  materially from those
anticipated or projected.

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








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                                       7

<PAGE>


                          PART II -- OTHER INFORMATION

Item 1. Legal Proceedings.

         None.

Item 2. Changes in Securities.

         During the quarter  ended  September  30,  1999,  the  Company  granted
options to acquire  5,000 shares of common stock at the market price on the date
of grant. The options were exempt from registration under Rule 506 of Regulation
D, Section 4(2) of the Securities  Act and Section 4(6) of the  Securities  Act.
The Company did not use an underwriter in connection with the grant of the stock
options.

Item 3. Defaults Upon Senior Securities.

         None.

Item 4. Submission of Matters to Vote of Securityholders.

         None.

Item 5. Other Information.

         None.

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

         (a)      Index To Exhibits

EXHIBIT NO.    DESCRIPTION OF EXHIBIT

2.1            Agreement and Plan of Reorganization Between the Company and OWOL
               Marketing  (Schedules are omitted)  (Incorporated by reference to
               Exhibit 2.1 of the Company's  Current  Report on Form 8-K,  dated
               June 29, 1999
2.2            Agreement and Plan of Reorganization Between the Company and OWOL
               Technologies  (Schedules are omitted) (Incorporated by referenced
               to Exhibit 2.2 of the Company's Current Report on Form 8-K, dated
               June 29, 1999)
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         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)

                                        8
<PAGE>

3(i).4         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).5         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)
27.1           Financial Data Schedule

         (b)      Reports on Form 8-K:

         A report was filed on Form 8-K, dated June 29, 1999, to report on (i) a
change in control of registrant,  (ii) the acquisition of assets,  (iii) changes
in registrant's certifying  accountants,  (iv) the acquisition of OWOL Marketing
and  OWOL   Technologies,   (v)  certain  actions  taken  by  the   registrant's
stockholders, (vi) the financial statements of the businesses acquired and (vii)
certain pro forma financial information.

         An amended report was filed on Form 8-K, dated June 29, 1999, to report
on (i) a change in control of registrant,  (ii) the acquisition of assets, (iii)
changes in  registrant's  certifying  accountants,  (iv) the acquisition of OWOL
Marketing and OWOL  Technologies,  (v) certain actions taken by the registrant's
stockholders, (vi) the financial statements of the businesses acquired and (vii)
certain pro forma financial information.

         An second amended report was filed on Form 8-K, dated June 29, 1999, to
report on (i) a change in control of registrant, (ii) the acquisition of assets,
(iii) changes in registrant's  certifying  accountants,  (iv) the acquisition of
OWOL  Marketing  and  OWOL  Technologies,  (v)  certain  actions  taken  by  the
registrant's  stockholders,  (vi) the  financial  statements  of the  businesses
acquired and (vii) certain pro forma financial information.

         An third amended  report was filed on Form 8-K, dated June 29, 1999, to
report on (i) a change in control of registrant, (ii) the acquisition of assets,
(iii) changes in registrant's  certifying  accountants,  (iv) the acquisition of
OWOL  Marketing  and  OWOL  Technologies,  (v)  certain  actions  taken  by  the
registrant's  stockholders,  (vi) the  financial  statements  of the  businesses
acquired and (vii) certain pro forma financial information.

                                       9
<PAGE>

                                   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.

                                    FLEXPOINT, INC.


Date: November 19, 1999             By     /s/ David N. Nemelka
                                    ----------------------------
                                    David N. Nemelka
                                    President, Chief Executive Officer, Director



Date: November 19, 1999             By     /s/ Paul D. Korth
                                    ----------------------------
                                    Paul D. Korth
                                    Principal Financial and Chief Accounting
                                    Officer



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