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 March 31, 2000

                         Commission File Number 33-16757

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


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


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

                                     84604
                                   (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 May 5, 2000: 15,475,000.




<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 (unaudited)                             F-2

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

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

Condensed Consolidated Statement of Cash Flows
for the Nine Months Ended March 31, 2000 (unaudited)                         F-5

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
























--------------------------------------------------------------------------------
                                                                             F-1
<PAGE>
<TABLE>
<CAPTION>

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


                                                                             March 31, 2000
-------------------------------------------------------------------------------------------

           Assets
                                                                                                                            Canada
Current assets:
<S>                                                                               <C>
      Cash                                                                        $ 878,000
      Accounts receivable                                                            19,000
      Inventory, net                                                                174,000
      Other current assets                                                           50,000
                                                                        --------------------

                Total current assets                                              1,121,000

      Equipment, net                                                                572,000
      Other assets                                                                  250,000
                                                                        --------------------

                 Total assets                                                   $ 1,943,000
                                                                        --------------------




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

           Liabilities and Stockholders' Equity

Current liabilities:
      Accounts payable                                                            $ 123,000
      Accrued liabilities                                                           445,000
      Current portion of capital lease obligation                                     6,000
                                                                        --------------------

                Total current liabilities                                           574,000

Notes Payable                                                                     1,504,000
Capital lease obligation                                                              5,000
                                                                        --------------------

                 Total liabilities                                                2,083,000
                                                                        --------------------

Stockholders' equity
      Common stock                                                                   15,000
      Additional paid in capital                                                  5,809,000
      Accumulated deficit                                                        (5,964,000)
                                                                        --------------------

                 Total stockholders' equity                                        (140,000)
                                                                        --------------------

                 Total liabilities and stockholders' equity                     $ 1,943,000
                                                                        --------------------


--------------------------------------------------------------------------------------------
 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 March 31, 2000 and March 31, 1999
-------------------------------------------------------------------------------------

                                                    3/31/00              3/31/99
                                                ----------------     ----------------


<S>                                                   <C>                  <C>
Revenue                                               $ 473,000            $ 111,000

Cost of sales                                           465,000              143,000
                                                ----------------     ----------------

              Gross margin                                8,000              (32,000)

Distributor incentives                                 (268,000)             (31,000)
Selling, general and administrative expenses         (1,135,000)            (394,000)
Interest Expense                                       (251,000)                   -
Other Income                                             11,000                1,000
                                                ----------------     ----------------

               Loss before income taxes              (1,635,000)            (456,000)

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

               Net Loss                            $ (1,635,000)          $ (456,000)
                                                ----------------     ----------------

Loss per share - basic and diluted                 $      (0.11)          $    (0.03)
                                                ----------------     ----------------

Weighted average shares -  basic and diluted         15,475,000           13,572,000
-------------------------------------------------------------------------------------



















-------------------------------------------------------------------------------------
 See accompanying notes to condensed consolidated financial statements           F-3
</TABLE>
<PAGE>

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


                                        For the Nine Months Ended March 31, 2000
--------------------------------------------------------------------------------




Revenue                                                          $ 1,158,000

Cost of sales                                                        989,000
                                                            -----------------

                Gross margin                                         169,000

Distributor incentives                                              (490,000)
Selling, general and administrative expenses                      (3,790,000)
Interest Expense                                                    (251,000)
Other Income                                                          67,000
                                                            -----------------

                 Loss before income taxes                         (4,295,000)

Income tax benefit                                                         -

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

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

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


















-----------------------------------------------------------------------------
 See accompanying notes to condensed consolidated financial statements   F-4
<PAGE>

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


                                        For the Nine Months Ended March 31, 2000
  ------------------------------------------------------------------------------



Cash flows from operating activities:
      Net loss                                                   $ (4,295,000)
      Adjustments to reconcile net loss to
          net cash used in operating activities:
               Depreciation                                           168,000
               Interest Expense                                       251,000
               Change in:
                   Accounts receivable                                (19,000)
                   Inventory                                           78,000
                   Other current assets                               (33,000)
                   Other assets                                       (99,000)
                   Accounts payable                                    11,000
                   Accrued liabilities                                319,000
                                                            ------------------

                        Net cash used in
                        operating activities                       (3,619,000)
                                                            ------------------

Cash flow from investing activities:

      Purchase of equipment                                          (262,000)
                                                            ------------------

Cash flow from financing activities:

      Issuance of Notes                                             1,504,000
      Principal payments on capital lease obligation                   (4,000)
                                                            ------------------

                        Net cash provided by
                        financing activities                        1,500,000
                                                            ------------------


Net decrease in cash                                               (2,381,000)

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

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













------------------------------------------------------------------------------
 See accompanying notes to condensed consolidated financial statements    F-5
<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, 2000 and the
results of  operations  for the three and nine  months  ended March 31, 2000 and
cash flows for the nine months ended March 31, 2000.  The results of  operations
and cash flows for the nine  months  ended  March 31,  2000 are not  necessarily
indicative of the results to be expected for the entire year.

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have  been  condensed  or  omitted  pursuant  to  the  Securities  and  Exchange
Commission  rules  and  regulations.   These  unaudited  condensed  consolidated
financial  statements  should  be  read in  conjunction  with  the  consolidated
financial  statements and notes thereto  included in the Company's June 30, 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 March 31, 2000. Stock options are not included in the calculation of net loss
per common share because their inclusion would be antidilutive, thereby reducing
the net loss per common share.  Therefore,  there is no difference between basic
and diluted net loss per common  share for the  periods  presented  in which the
Company incurred a net loss. The Company has common stock options outstanding at
March 31, 2000 that, if exercised, would result in the issuance of an additional
4,902,000 shares of common stock.

(3)  Comparative Financial Information

The  Company  began  operations  on  November  12,  1998  (date  of  inception),
therefore,  comparative  financial  information  for the nine month period ended
March  31,  1999,  would be for the  period  from  November  12,  1998  (date of
inception) to March 31, 1999. This information is not presented because the 1999
financial  statements would not be comparative to the 2000 financial  statements
due to the  different  time  periods  covered  (139 days in 1999 and 275 days in
2000).










--------------------------------------------------------------------------------
                                                                             F-6







<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 March 31, 2000 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.

         The Company began  operations on November 12, 1998 (date of inception),
therefore,  comparative  financial  information  for the nine month period ended
March 31, 1999 would be for the period from November 12, 1998 to March 31, 1999.
Comparative 1999 financial  information for the nine months ended March 31, 2000
is not discussed below. In addition, the 1999 financial information for the nine
months ended March 31, 1999 is not comparative to the financial  information for
the nine months ended March 31, 2000 due to the different periods covered.

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  enhanced  online  portal
pioneering a new Internet service model that rewards its customers with what the
Company  believes is a first of its kind Shopping Dollar  program,  as described
below.  The Company is seeking to capture a piece of the  projected  $5 trillion
e-commerce  market by taking its  full-solution  Internet  products and services
that are currently in  development  to the masses by offering a one-stop  source
for Internet  Solutions and building  loyalty with its Shopping  Dollar program.
The Company's Internet Solutions are in the initial stages of implementation and
include nationwide  enhanced ISP service; a virtual online shopping community at
www.oneworldonline.com;  an Internet radio station, library, arcade, and more; a
Web site creation and hosting  service;  a provider of e-commerce  solutions for
small and mid-sized businesses;  and an Internet marketing and training resource
for businesses and individuals. The Company utilizes the high performance global
network of fiber,  satellite and switching facilities of PSINet, Inc., the first
and largest  independent  facilities based commercial  Internet Super Carrier to
provide internet connectivity services to its customers.


<PAGE>

         The Company has instituted a concept called  Shopping  Dollars.  When a
customer purchases One World's  web-related  products and services,  such as ISP
service,  web sites,  hosting,  Internet  training,  and others,  their personal
online shopping  account is credited with Shopping  Dollars.  As customers watch
their account balance grow and use their Shopping  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 and sale of  convertible
promissory notes. For the nine months ended March 31, 2000, the Company used net
cash for operating activities of $3,619,000. As of March 31, 2000, the Company's
current  liabilities  totaled  $574,000.  The Company's other  liabilities  were
comprised of a $5,000 capital lease  obligation and $1,504,000 in notes payable.
The Company had working capital as of March 31, 2000 of $547,000.

         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.
As of May 5, 2000, the Company has committed to spend approximately  $100,000 on
capital expenditures for the quarter ending June 30, 2000. As of March 31, 2000,
the  Company had an  estimated  $187,030 in  Shopping  Dollar  obligations  that
comprise part of the Company's reported accrued liabilities. The Company is also
highly dependent on its Internet  Marketing  Consultants'  ability to market its
products and  services.  The Company  expects to  experience  an increase in its
capital  expenditures and operating  expenses  consistent with the growth of its
operations  and  staffing,  and  anticipates  that  this will  continue  for the
foreseeable future.  There can be no assurance,  however,  that the Company will
continue  to grow or that its  products  and  services  will be  accepted by the
market place.

         From January 2000 through April 4, 2000, the Company raised  $1,519,000
through the sale of 10% Secured Convertible  Promissory Notes (the "Notes"). 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.

         The Company believes that existing funds and anticipated  revenues will
be sufficient to support the Company's operations through June 2000. The Company
will need to raise  significant  additional  funding to support  its  operations
during the next twelve months. Such additional funding will be required to fully
execute its business plan which includes continuing its focus as a seller of 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.


<PAGE>

         The Company's  liquidity and capital resources will also be affected by
the One World Online Charitable Foundation ("OWOCF"), a charitable  organization
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.  In the three and nine
months ended March 31, 2000, $4,116 and $10,967,  respectively,  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.

         In addition to the monthly payments  referenced in the prior paragraph,
the Company  made  discretionary  payments to OWOCF in the amount of $43,334 and
$85,000  during  the  three  and  nine  months  ended  March  31,  2000.   These
discretionary  payments  were used by OWOCF to fund its  operations  and to make
donations to other  charities  that are not  affiliated  with the Company or its
founders,  officers or directors. If the Company is not able to raise sufficient
additional  financing these discretionary  payments to OWOCF will accelerate the
date on which the Company must curtail and possibly cease operations.

     The Company may experience  variations on a quarterly  basis in its results
of operations,  in response to a) the timing of Company sponsored 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  unexpected   interruptions  in  services  due  to
technological  failures,  f) the recruiting and retention of Internet  Marketing
Consultants,   and  g)  consumer  perceptions  of  the  Company's  products  and
operations.

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

Year 2000

         The  Company had  developed  plans to address  the  possible  exposures
related to the impact on its computer  systems of the Year 2000.  Since entering
the year 2000,  the Company has not  experienced  any major  disruptions  to its
business  nor is it  aware  of any  significant  Year  2000-related  disruptions
impacting  its  customers  and  suppliers.  Furthermore,  the  Company  did  not
experience  any  material  impact on business at calendar  year end. The Company
will continue to monitor its critical  systems over the next several  months but
does not anticipate any significant  impacts due to Year 2000 exposures from its
internal systems as well as from the activities of its suppliers and customers.


<PAGE>

Forward-Looking Statements

         When used in this Form 10-QSB, 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
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.




                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



<PAGE>


                          PART II -- OTHER INFORMATION

Item 1. Legal Proceedings.

         On January  28,  2000,  the Company  filed suit  against  Doug  Burdick
("Burdick"),  a former Company consultant,  in the Forth Judicial District Court
in Utah County, Utah. The Company alleges,  among other things, that Burdick has
wrongfully  attempted to use  intellectual  property and ideas that are owned by
the Company for Burdick's own personal benefit and gain. The Company was seeking
$500,000 in damages relating to Burdick's alleged breach of contract,  breach of
duties  of good  faith  and fair  dealing,  extortion,  slander,  disparagement,
tortuous  interference of contract and economic relations and injunctive relief.
The  Company  has  obtained  a  judgment  for  $32,500  plus  interest  and post
collection  attorneys'  fees.  The  judgment  provides the  opportunity  for the
Company to submit  evidence at an  evidentiary  hearing for purpose of obtaining
punitive and compensatory damages.

Item 2. Changes in Securities.

         During the three  months  ending March 31,  2000,  the Company  granted
stock options  exercisable for 1,126,000 shares of the Company's common stock at
exercise  prices of between $2.00 and $5.375 per share.  The stock option grants
were exempt from registration  under Rule 506 of Regulation D, Sections 4(2) and
4(6) of the  Securities  Act of 1933 and/or  because the stock option grants did
not constitute  sales under Section 5 of the Securities Act of 1933. The Company
did not use an underwriter in connection with its grant of stock options.

         From January 2000 through April 4, 2000, the Company raised  $1,519,000
through  the sale of 10% Secured  Convertible  Promissory  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. The Note sales were exempt from registration under Rule 506 of
Regulation D, Sections 4(2) and 4(6) of the  Securities Act of 1933. The Company
did not use an underwriter in connection with the sale of the Notes.

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  referenced  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)

--------------------- ----------------------------------------------------------
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)

--------------------- ----------------------------------------------------------
10.1                  Form of Master Security Agreement

--------------------- ----------------------------------------------------------
27.1                  Financial Data Schedule
--------------------- ----------------------------------------------------------

         (b)      Reports on Form 8-K:

                  None.

                                   SIGNATURES

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

                                ONE WORLD ONLINE.COM, INC.


                                By /s/ David N. Nemelka
                                ----------------------------
Date: May 9, 2000               David N. Nemelka
                                President, Chief Executive Officer, Director



                                By     /s/ Paul D. Korth
Date: May 9, 2000               ---------------------------------------------
                                Paul D. Korth
                                Principal Financial and Chief Accounting Officer