UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549



FORM 10-QSB

(Mark One)

[X]QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

[ ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from

Commission file number

|WORLDWIDE TECHNOLOGIES INC.(Exact name of small business issuer as specified in its charter)
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|British Columbia(State or other jurisdiction of incorporation or organization) |  | 00-0000000(I.R.S. Employer Identification No.)
|------------------------------------------------------------------------------ |  | ----------------------------------------------

|300 Esplanade Drive
Suite 1680, Oxnard
Ventura County, CA
93030(Address of principal executive offices)
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|(604) 408-8890(Issuer's telephone number)
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|Suite 1500, 789 West Pender Street
Vancouver, British Columbia
V6C 1H2(Former name, former address and former fiscal year, if changed since last report)
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Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [  ]



APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.     Yes [  ]     No [  ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:

8,500,597 common shares issued and outstanding as at February 1, 2002

Transitional Small Business Disclosure Format (Check one):      Yes [  ]     No [X]

Part I - FINANCIAL INFORMATION

Item 1.	Financial Statements.

Our consolidated financial statements are stated in United States Dollars (US$) and are prepared in accordance with Canadian Generally Accepted Accounting Principles, as required by securities laws in British Columbia, and are reconciled to United States Generally Accepted Accounting Principles.

DISCLOSURE

To: The Shareholders of Worldwide Technologies Inc.

It is the opinion of management that the consolidated interim financial statements for the quarter ended December 31, 2001 include all adjustments necessary in order to ensure that the consolidated financial statements are not misleading.

Vancouver, British Columbia
Date:  February 19, 2002

/s/ signedDirector of Worldwide Technologies Inc.

|                                  |                                               | Worldwide Technologies Inc.(formerly Clipclop.com Enterprises Inc.)
Consolidated Interim Financial Statements
For the three-month periods ended December 31, 2001
and 2000(Unaudited - Expressed in US Dollars)
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|                                  |                                               | Contents                                                                                                                                                                                                       
|Consolidated Financial Statements |                                              
|                                  | Balance Sheets                                |                                                                                                                                                                                                                
|                                  | Statements of Operations                      |                                                                                                                                                                                                                
|                                  | Statements of Changes in Stockholders' Equity
|                                  | Statements of Cash Flows                      |                                                                                                                                                                                                                
|                                  | Notes to the Financial Statements             |                                                                                                                                                                                                                

|Worldwide Technologies Inc.(formerly Clipclop.com Enterprises Inc.)
Consolidated Balance Sheets
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|(Expressed in US Dollars)                                                                      
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|Assets                                                                                         
|Current                                                                                        
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|Due from related party(Note 8)                                                                 
|Property and equipment                                                                         
|License (Note 2)                                                                               
|Goodwill (Note 2)                                                                              
|Total Assets                                                                                   
|Liabilities and Stockholders' Equity                                                           
|Liabilities                                                                                    
|Current                                                                                        
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|Stockholders' Equity                                                                           
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|Total Liabilities and Stockholders' Equity                                                     
|Approved by the Board of Directors:                                                            
|/s/ Jonathan Severn                                                                            
|Director                                                                                       
|The accompanying notes are an integral part of these consolidated financial statements         

|Worldwide Technologies Inc.(formerly Clipclop.com Enterprises Inc.)
Consolidated Statements of Operations(Unaudited - Expressed in US dollars)
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|For the three-month periods ended December 31                                                                                                 
|Revenue                                                                                                                                       
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|Cost of revenue                                                                                                                               
|Gross profit                                                                                                                                  
|Licensing income                                                                                                                              
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|Expenses                                                                                                                                      
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|Loss from operations                                                                                                                          
|Other income                                                                                                                                  
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|Loss before amortization of goodwill                                                                                                          
|Amortization of goodwill(Note 2)                                                                                                              
|Net loss for the period                                                                                                                       
|Loss per share - basic and diluted                                                                                                            
|Weighted average common shares outstanding                                                                                                    
|The accompanying notes are an integral part of these consolidated financial statements                                                        

|Worldwide Technologies Inc.(formerly Clipclop.com Enterprises Inc.)
Consolidated Statements of Changes in Stockholders' Equity(Unaudited - Expressed in US Dollars)
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|Balance, October 1, 2000                                                                                                                                           
|Shares issued for:                                                                                                                                                 
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|Net loss                                                                                                                                                           
|Currency translation adjustment                                                                                                                                    
|Balance, September 30, 2001                                                                                                                                        
|Shares issuable to consultants (Note 3)                                                                                                                            
|Net loss                                                                                                                                                           
|Balance, December 31, 2001 (Unaudited)                                                                                                                             
|The accompanying notes are an integral part of these consolidated financial statements.                                                                            

|Worldwide Technologies Inc.(formerly Clipclop.com Enterprises Inc.)
Consolidated Statements of Cash Flows(Unaudited - Expressed in US Dollars)
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|For the three-month periods ended December 31                                                                                                 
|Cash provided by (used in)                                                                                                                    
|Operating activities                                                                                                                          
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|Exchange effect on cash                                                                                                                       
|Cash, beginning of period                                                                                                                     
|Cash, end of period                                                                                                                           
|Supplementary information:                                                                                                                    
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|The accompanying notes are an integral part of these consolidated financial statements.                                                       

|Worldwide Technologies Inc.(formerly Clipclop.com Enterprises Inc.)
Notes to the Consolidated Financial Statements(Unaudited - Expressed in US Dollars)
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|December 31, 2001 and 2000                                                                                                                             
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|Worldwide Technologies Inc.(formerly Clipclop.com Enterprises Inc.)
Notes to the Consolidated Financial Statements(Unaudited - Expressed in US Dollars)
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|December 31, 2001 and 2000                                                                                                                             
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|Worldwide Technologies Inc.(formerly Clipclop.com Enterprises Inc.)
Notes to the Consolidated Financial Statements(Unaudited - Expressed in US Dollars)
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|December 31, 2001 and 2000                                                                                                                             
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|Worldwide Technologies Inc.(formerly Clipclop.com Enterprises Inc.)
Notes to the Consolidated Financial Statements(Unaudited - Expressed in US Dollars)
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|December 31, 2001 and 2000                                                                                                                             
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|Worldwide Technologies Inc.(formerly Clipclop.com Enterprises Inc.)
Notes to the Consolidated Financial Statements(Unaudited - Expressed in US Dollars)
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|December 31, 2001 and 2000                                                                                                                             
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|Worldwide Technologies Inc.(formerly Clipclop.com Enterprises Inc.)
Notes to the Consolidated Financial Statements(Unaudited - Expressed in US Dollars)
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|December 31, 2001 and 2000                                                                                                                             
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|Worldwide Technologies Inc.(formerly Clipclop.com Enterprises Inc.)
Notes to the Consolidated Financial Statements(Unaudited - Expressed in US Dollars)
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|December 31, 2001 and 2000                                                                                                                             
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|Worldwide Technologies Inc.(formerly Clipclop.com Enterprises Inc.)
Notes to the Consolidated Financial Statements(Unaudited - Expressed in US Dollars)
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|December 31, 2001 and 2000                                                                                                                             
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|Worldwide Technologies Inc.(formerly Clipclop.com Enterprises Inc.)
Notes to the Consolidated Financial Statements(Unaudited - Expressed in US Dollars)
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|December 31, 2001 and 2000                                                                                                                             
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|Worldwide Technologies Inc.(formerly Clipclop.com Enterprises Inc.)
Notes to the Consolidated Financial Statements(Unaudited - Expressed in US Dollars)
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|December 31, 2001 and 2000                                                                                                                             
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|Worldwide Technologies Inc.(formerly Clipclop.com Enterprises Inc.)
Notes to the Consolidated Financial Statements(Unaudited - Expressed in US Dollars)
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|December 31, 2001 and 2000                                                                                                                             
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|Worldwide Technologies Inc.(formerly Clipclop.com Enterprises Inc.)
Notes to the Consolidated Financial Statements(Unaudited - Expressed in US Dollars)
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|December 31, 2001 and 2000                                                                                                                             
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|Worldwide Technologies Inc.(formerly Clipclop.com Enterprises Inc.)
Notes to the Consolidated Financial Statements(Unaudited - Expressed in US Dollars)
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|December 31, 2001 and 2000                                                                                                                             
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|Worldwide Technologies Inc.(formerly Clipclop.com Enterprises Inc.)
Notes to the Consolidated Financial Statements(Unaudited - Expressed in US Dollars)
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|December 31, 2001 and 2000                                                                                                                             
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|Worldwide Technologies Inc.(formerly Clipclop.com Enterprises Inc.)
Notes to the Consolidated Financial Statements(Unaudited - Expressed in US Dollars)
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|December 31, 2001 and 2000                                                                                                                             
|11.                                                                                                                                                    
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|Worldwide Technologies Inc.(formerly Clipclop.com Enterprises Inc.)
Notes to the Consolidated Financial Statements(Unaudited - Expressed in US Dollars)
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|December 31, 2001 and 2000                                                                                                                             
|11.                                                                                                                                                    
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Item 2.	Management's Discussion and Analysis or Plan of Operation.

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995.  These statements relate to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expects", "plans", "anticipates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, level of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

As used in this quarterly report, the terms "we", "us", "our" and "Worldwide" mean Worldwide Technologies Inc., unless otherwise indicated.  All dollar amounts refer to US dollars unless otherwise indicated.  The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report.

There have been no material developments since we filed our annual report on Form 10-KSB on January 29, 2002.

General Overview

Through our wholly-owned subsidiary, USe-Store Worldwide, LLC, we are involved in the operation of an online mall.  USe-Store's clients link their websites to USe-Store's media advertised online mall, and are offered the ability to purchase a website directly from USe-Store, which they can then link to USe-Store's online mall.  Their websites can be maintained personally or can be maintained by USe-Store's technical staff.  We also continue to provide directories of businesses and service providers, access to products and services, information, education and entertainment in connection with equine-related information, products and services through our clipclop.com website.  In addition, we sell entertainment and software products through our subsidiary, Promark Software Worldwide, Inc.

Our online mall services permit small businesses to obtain and manage websites for their individual business, list them on our branded website malls and help drive traffic to their individual sites. All are designed to be user friendly as well as being robust and as high tech as our customers need. We provide web building customer service that allows our customers a live person to talk to during business hours. We have extended our online offerings to include internet service provider service nation wide, online email, monthly newsletters and the sale of banner advertising.  Through our acquisition of USe-Store, we provide a user-friendly website builder, backed by our customer service department, which assists most merchant types in establishing their web presence.

On November 28, 2001, we acquired all of the membership interests in Entertainment Hosting & Merchandising, LLC pursuant to a Purchase Agreement between our company, Jonathan Severn, Gregg Schlender and Entertainment Hosting & Merchandising, LLC.  Jonathan Severn and Gregg Schlender are directors and/or officers of our company and were the only two persons owning membership interests in Entertainment Hosting & Merchandising, LLC.  Following the acquisition, Entertainment Hosting & Merchandising, LLC became a wholly-owned subsidiary of our company.  Entertainment Hosting & Merchandising, LLC was inactive at the time of the acquisition.

Shortly after closing of the acquisition, Entertainment Hosting finalized a contract pursuant to which it secured the worldwide rights to the proceeds and revenues derived from the sale of memberships and products for the official Ricky Martin Fan Club website.  By way of a Licence Agreement dated March 14, 2000, between Ricky Martin Enterprises, Inc., as Licensor, and Jesdan Entertainment Corp., as Licensee, Ricky Martin Enterprises, Inc. agreed to license to Jesdan Entertainment the exclusive right to certain intellectual property to create and manage the Official Ricky Martin Fan Club and website.  To December 31, 2001 no revenue was generated from the operation of this website.

Substantially all of our revenues for the quarter ended December 31, 2001 consist of hosting fees and advertising sales generated by USe-Store and other referrals including clickthroughs from our equine-related clipclop.com website.  Hosting revenue is derived from merchants or businesses using our website as well as receiving a small advertising fee to be in our online malls.  Other revenue is recognized when customers pay a nominal hourly rate for special customizations or by paying additional hosting fees for upgraded website products. Our merchants can also pay for additional advertising and banner ad space. In addition, we expect to receive increased revenues from fan-based websites such as www.Rickyfan.com. To date, Entertainment Hosting has not had a significant impact on our sales, however we do expect revenues to increase in the future. We expect that the hosting of online businesses will continue to represent the majority of revenue growth in the foreseeable future.

The acquisition of USe-Store was accounted for using the purchase method of accounting.  Because of the change in our business focus during 2001 in connection with this acquisition, our operating results have changed significantly in 2001 over 2000 and, in some respects, are not truly comparable with prior periods.

Our financial statements are stated in US dollars and are prepared in accordance with Canadian generally accepted accounting principles ("Canadian GAAP") as required by securities laws in British Columbia and are reconciled to US generally accepted accounting principles ("US GAAP"). Canadian GAAP is followed for the purposes of the discussion below on the results of operations and capital resources.  Readers are referred to Note 11 of our unaudited consolidated financial statements, included as part of this quarterly report on Form 10-QSB, for a description of the significant differences between Canadian GAAP and US GAAP and the impact on the results of operations and financial condition.  Additionally, in August, 2001 we obtained shareholder approval to consolidate our common shares on a seven-for-one basis.  All references to common shares issued prior to the share consolidation in this discussion have been restated to reflect the share consolidation.

Results Of Operations

To date we are still in our infancy as a viable commercial entity and consequently our focus to this point has been on the corporate organization and acquisitions, product development, identification of market needs, branding and the development and implementation of an overall marketing program. To December 31, 2001, we have incurred regular operating losses and, prior to the acquisition of USe-Store, LLC, had no significant source of revenue.  USe-Store Worldwide, LLC, our operating subsidiary acquired in June, 2001, has also been named as a defendant in a judgment issued by the State of California against related parties in a business venture unrelated to that of USe-Store.  (Part II, Item 1 - "Legal Proceedings").  As a result of this judgment, the Court has appointed a receiver to act as an agent of the Court.  Among other responsibilities, the receiver has assumed full control of USe-Store and has exclusive custody over the assets of USe-Store.  Management expects the receiver to be removed in June, 2002, but believes that the receivership has not had a material impact on the day-to-day operations of USe-Store.  We believe with the acquisition of USe-Store and obtaining the license to operate the Official Ricky Martin Fan Club website will result in continued revenue growth in fiscal 2002 and 2003.  We anticipate that growth in revenues and a return to profitability may enable us to attract additional financing to allow us to add resources to further support the growth of our operations.  Despite our expectations there are no assurances that our estimated revenue growth can be achieved nor are there assurances that we will be able to generate further funds for continued operations.  Should we be unable to achieve the anticipated revenue growth, our business and future success may be adversely affected.  Accordingly, our consolidated financial statements contain note disclosures describing the circumstances that lead there to be doubt over our ability to continue as a going concern.  In their report on the audited consolidated financial statements for the year ended September 30, 2001, our independent auditors included an explanatory paragraph regarding our ability to continue as a going concern.

Quarter ended December 31, 2001 compared to the quarter ended December 31, 2000

We incurred a net loss of $77,331 for the three-month period ended December 31, 2001 compared to a net loss of $214,137 for the three-month period ended December 31, 2000.  Discussion and analysis related to significant activities undertaken during the periods is set out below.

Revenues

Substantially all of our revenues are generated from hosting fees and advertising sales generated by USe-Store.  Revenue for the quarter ended December 31, 2001 ("Quarter 2001") was $362,028, an increase over $8,514 recognized as revenue for the quarter ended December 31, 2000 ("Quarter 2000").  All of Quarter 2001 revenue pertains to hosting fees and advertising sales from USe-Store.  Hosting revenue is derived from merchants or businesses using our website products as well as receiving a small advertising fee to be in our online malls. Other revenue is recognized when customers pay a nominal hourly rate for special customizations or by paying additional hosting fees for upgraded website products.  Our merchants can also pay for additional advertising and banner ad space.  The majority of our revenue is earned on a month-to-month basis.  We expect that future revenue growth will be largely driven by the growth of online services including fan club revenues, merchandising, and increased number of channel partners.  Revenue generated from software licensing declined from $8,514 in Quarter 2000 to $Nil in Quarter 2001 as the software being licensed is no longer being upgraded.

Gross Profit

Gross profit for Quarter 2001 was $118,548, substantially all of which was generated from hosting fees and advertising sales from USe-Store.  Gross profit for Quarter 2000 was $8,514 from the equine information division.  Direct cost of revenues generated from hosting fees and advertising sales of $243,480 in Quarter 2001, approximately 67% of revenue, consists primarily of costs associated with customer support and site operations as well as a fee paid to Maro Securities, Inc. (a company with officers in common with our company) for referral fees and administration related to the operation of USe-Store. The costs include compensation and commissions, employee and facilities cost for customer support and site operations personnel and internet service provider connectivity charges.  Direct costs as a percentage of revenue for the period from the acquisition date in June, 2001 through September 30, 2001 were 89%.  The decline in our cost of revenue, and corresponding increase in gross profit, is in a large part due to the discontinuance of certain referral fees paid in the fiscal year 2001 amounting to 15-20% of our revenue.  Cancellation of the agreement did not result in any termination penalty or costs to our company.

Advertising and promotion

Advertising expenses declined by $67,381 from $73,681 in Quarter 2000 to $6,300 in Quarter 2001.  Sales and marketing expenses in Quarter 2000 included $49,929 in connection with the acquisition and launch of the clipclop.com website as well as costs related to the website being declared the official equestrian site of the 2000 Sydney Olympic Games, held in the Fall of 2000.

Our sales and marketing expenses for website hosting business in Quarter 2001 are comprised primarily of commissions for our sales and marketing channels, advertising and other promotional costs, employee and facilities costs. Online sales and marketing expenses are expected to decrease in absolute dollars for fiscal 2002 as we plan to build the brand more broadly. We expect to build our brand further with continued strategic alliances with advertising and channel partners. Sales and marketing expenses in website hosting businesses are expected to increase only in proportion to increase in hosted customers.

Investor relations and website promotion

Investor relations and website promotion expenses increased by $460 from $11,540 in Quarter 2000 to $12,000 in Quarter 2001.  In Quarter 2001, such costs consist of compensation accrued to an individual hired by us to perform investor relation functions in exchange for 200,000 shares of our common stock (yet to be issued) and 300,000 share purchase warrants.  $12,000 represents the portion of the value assigned to those shares (being the trading price of $0.18 on the agreement date) earned during Quarter 2001.  No value is assigned to the warrants under Canadian GAAP.  Such costs in Quarter 2000 consist of fees paid to previous management of our company.

General and administrative

General and administrative expenses increased by $34,990 from $45,808 in Quarter 2000 to $80,798 in Quarter 2001 primarily due to adding two new employees and consultants during Quarter 2001 and the accrual of stock compensation to a consultant in Quarter 2001.  The value assigned to the common shares issuable to a consultant is based upon the trading price of our common stock on the date of the agreement date and represents a value of $18,513 charged to general and administrative expense in Quarter 2001.  Further, we issued 3,800,000 stock options in Quarter 2001 to compensate key management personnel and consultants for services rendered to date.  Under Canadian generally accepted accounting principles (GAAP), no value is assigned to the options and warrants issued in connection with these agreements.  Readers are referred to Note 11 of the consolidated interim financial statements to review the effect of valuing the warrants under United States generally accepted accounting principles (GAAP).

Professional fees

Professional fees increased by $29,377 from $2,760 in Quarter 2000 to $32,137 in Quarter 2001 substantially due to additional audit and review services as a result of our company no longer qualifying as a foreign private issuer under the Securities and Exchange Commission's rules and regulations.  For example, our company was previously not required to file quarterly reports on form 10-QSB with the Securities and Exchange Commission.  Professional fees in Quarter 2001 also include legal expenses surrounding the acquisition of the membership interests in Entertainment Hosting & Merchandising, LLC, the License Agreement between Ricky Martin Enterprises Inc. and Jesdan Entertainment Corp. and the Assignment of Proceeds Agreement (as amended), between our company, Entertainment Hosting and Jesdan.

Website Maintenance and Software Research

Website maintenance and software research expenses declined by $38,912 from $85,901 in Quarter 2000 to $46,989 in Quarter 2001 primarily due to a diversification of business focus away from software development and support to customer support and minor website maintenance.  The clipclop.com website was launched in late 1999 and as such required increased maintenance during the immediate period subsequent to its launch.  During Quarter 2001, amounts incurred (including $18,000 in respect of common stock to be issued to a consultant) were substantially involved in the refinement of the Official Ricky Martin website for launch in February, 2002.

Amortization of Goodwill

Goodwill amortization expense of $14,951 was recorded in Quarter 2001 as a result of the acquisition in June, 2001 of USe-Store Worldwide LLC.  The Canadian Institute of Chartered Accountants has released a new accounting pronouncement (similar to SFAS 142 in the United States) which will affect our future accounting for the goodwill recorded on this acquisition. New Section 3062 of the CICA Handbook requires the recognition of intangible assets at cost apart from goodwill.  Any such intangible assets will be amortized over their estimated useful life except for intangible assets that are determined to have an indefinite useful life which are to be tested at least annually for impairment.  New CICA Section 3062 also requires companies to cease amortization of goodwill but instead test goodwill for impairment at least annually.  This section applies for our fiscal year commencing October 1, 2002.  We have not yet assessed the impact on our financial statements of the adoption of these new requirements.

Liquidity And Capital Resources

Our principal capital requirements to date have been to fund the acquisition of our current businesses and the continued development of our products and marketing activities surrounding our products. Since inception, we have financed operations and acquisitions primarily with equity and expect to continue to do so to some significant degree until cash generated from operating activities reaches a sustainable level.

We incurred a net loss of $77,331 for Quarter 2001 compared to a net loss of $214,137 for Quarter 2000.  Included in the Quarter 2001 loss are expenses totalling $24,074 related to the accrual of stock compensation.  Additionally, quicker collections on accounts receivable and incurring professional fees in connection with the year end annual report toward the end of December, 2001 resulted in an increase in accounts payable and accrued liabilities of $16,657.  As a result net cash used in operating activities was only $5,370 in Quarter 2001 compared to net cash used in Quarter 2000 of $254,526.  The 2000 cash position was also impacted by the payment of $56,334 of accounts payable from September 30, 2000.

Net cash used in investing activities was $7,438 in Quarter 2001 compared to $Nil in Quarter 2000. The primary use for invested cash in Quarter 2001 was the advance of $7,894 to Maro Securities Inc. (a company with common directors) and certain affiliates.  These advances are unsecured non-interest bearing and are due on demand.  We expect them to be repaid in the next few months.  Also during Quarter 2001, through our new subsidiary Entertainment Hosting & Merchandising, LLC, we finalized a contract pursuant to which it secured the worldwide rights to the proceeds and revenues derived from the sale of memberships and products for the Official Ricky Martin Fan Club website.  By way of a License Agreement dated March 14, 2000, between Ricky Martin Enterprises, Inc., as licensor, and Jesdan Entertainment Corp., as licensee, Ricky Martin Enterprises agreed to license to Jesdan Entertainment the exclusive right to certain intellectual property to create and manage the Official Ricky Martin Fan Club and Fan Club website.  To December 31, 2001, no revenue was generated from the operation of this website.  Consideration for the assignment included the issuance of 125,000 shares of our common stock (yet to be issued) and 200,000 share purchase warrants.  A value of $25,000 was ascribed to the common stock (based on the trading value of our common stock on the agreement date) and recorded as the value of license in the financial statements under Canadian GAAP.

Net cash provided by financing activities was $6,288 in Quarter 2001 compared to $Nil in Quarter 2000, all of which was generated through a small bank overdraft.  Much of our financing in Quarter 2001 was done through the issuance of options and warrants and entering into agreements obligating our company to issue stock in connection with the investing and operating activities described above.  In Quarter 2001, we entered into agreements requiring us to issue 603,704 shares of our common stock and 825,000 share purchase warrants.  All the warrants have been issued and 203,704 shares of our common stock were issued in January, 2002.  The remaining 400,000 common shares have yet to be issued.  We also granted 3,800,000 stock options to key management personnel and consultants during the period as compensation for services rendered in order to preserve cash flow.  In our early stage of operations, we expect to use equity instruments to finance much of our business activity to allow recipients to participate in the growth of our company and to preserve cash for operational needs.

On November 28, 2001, we entered into an agreement to obtain the license to operate the Official Ricky Martin Fan Club website.  Signing that agreement and certain other agreements related thereto have resulted in us issuing additional common shares and share purchase warrants which will be reflected in subsequent fiscal 2002 quarterly consolidated financial statements.  We have no other formal commitments in place which require significant sums of cash.  In January, 2002, we issued an aggregate of 203,704 shares of our common stock in connection with the agreements related to the Ricky Martin License, Jesdan Entertainment Corp. and Entertainment Hosting & Merchandising, LLC.  The shares were subsequently registered on a Form S-8 Registration Statement filed with the Securities and Exchange Commission on January 7, 2002.

During the twelve months ended December 31, 2002, we expect to spend approximately $900,000 to operate our business.  Of this amount, $132,000 is required for further website development and continued maintenance, $72,000 is required to enhance our marketing program and to continue to develop our brand name and $144,000 is required for an investor relations program.  The remaining $552,000 is required to support general corporate expenses.  We believe that existing cash and cash expected to be generated from operations will be sufficient to fund our operating activities, capital expenditures and other obligations for the foreseeable future. Should cash flow not be sufficient to sustain operations for the next year, we plan to raise debt and equity capital as needed to finance the operating and capital requirements of our company.  However, if during that period or thereafter we are not successful in generating sufficient cash flow from operations or in raising additional capital when required in sufficient amounts and on terms acceptable to us, our business could suffer and these factors raise substantial doubt about our ability to continue as a going concern as described in an explanatory paragraph to our independent auditors' report on the September 30, 2001 audited financial statements, which form part of our annual report on Form 10-KSB filed on January 29, 2002.

New Accounting Pronouncements

In June 1998, the United States Financial Accounting Standards Board issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities".  SFAS No. 133 requires companies to recognize all derivatives contracts as either assets or liabilities in the balance sheet and to measure them at fair value.  If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or hedged forecasted transaction.  For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.  SFAS No. 133 is effective for all fiscal quarters of fiscal years beginning after June 15, 2000.

Historically, we have not entered into derivatives contracts either to hedge existing risks or for speculative purposes.  Accordingly, adoption of the new standards did not affect our consolidated financial statements.

In June 2001, the Financial Accounting Standards Board finalized FASB Statements No. 141, Business Combinations (SFAS 141), and No. 142, Goodwill and Other Intangible Assets (SFAS 142). SFAS 141 requires the use of the purchase method of accounting and prohibits the use of the pooling-of-interests method of accounting for business combinations initiated after June 30, 2001. SFAS 141 also requires that we recognize acquired intangible assets apart from goodwill if the acquired intangible assets meet certain criteria. SFAS 141 applies to all business combinations initiated after June 30, 2001 and for purchase business combinations completed on or after July 1, 2001. It also requires, upon adoption of SFAS 142, that we reclassify the carrying amounts of intangible assets and goodwill based on the criteria in SFAS 141.

SFAS 142 requires, among other things, that companies no longer amortize goodwill, but instead test goodwill for impairment at least annually. In addition, SFAS 142 requires that we identify reporting units for the purposes of assessing potential future impairments of goodwill, reassess the useful lives of other existing recognized intangible assets, and cease amortization of intangible assets with an indefinite useful life. An intangible asset with an indefinite useful life should be tested for impairment in accordance with the guidance in SFAS 142. SFAS 142 is required to be applied in fiscal years beginning after December 15, 2001 to all goodwill and other intangible assets recognized at that date, regardless of when those assets were initially recognized. SFAS 142 requires us to complete a transitional goodwill impairment test six months from the date of adoption.  We are also required to reassess the useful lives of other intangible assets within the first interim quarter after adoption of SFAS 142.

Our previous business combinations were accounted for using the purchase method.  Currently, we are assessing but have not yet determined how the adoption of SFAS 141 and SFAS 142 will impact its US GAAP financial position and results of operations.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets".  SFAS No. 144 requires that those long-lived assets be measured at the lower of carrying amount or fair value less cost to sell, whether reported in continuing operations or in discontinued operations.  Therefore, discontinued operations will no longer be measured at net realizable value or include amounts for operating losses that have not yet occurred.  SFAS No. 144 is effective for financial statements issued for fiscal years beginning after December 15, 2001 and, generally, is to be applied prospectively.  The implementation of this new standard is not expected to have a material effect on our consolidated financial statements.

RISK FACTORS

Much of the information included in this quarterly report includes or is based upon estimates, projections or other "forward looking statements".  Such forward looking statements include any projections or estimates made by us and our management in connection with our business operations.  While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other "forward looking statements" involve various risks and uncertainties as outline below.  We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward looking statements".

Our common shares are considered speculative during our search for a new business opportunity.  Prospective investors should consider carefully the risk factors set out below.

WE ARE AN EARLY STAGE COMPANY AND HAVE NOT EARNED ANY SIGNIFICANT REVENUES SINCE THE IMPLEMENTATION OF OUR CLIPCLOP.COM WEBSITE WHICH MAKES IT DIFFICULT TO EVALUATE WHETHER WE WILL OPERATE PROFITABLY.

We are an early stage company which is primarily involved in the operation of our websites, including our clipclop.com website, which caters to individuals interested in horses and equine-related pursuits, our Promark website, which markets our educational, personal computer-based software and our USe-Store website, which allows USe-Store's clients to list their websites in USe-Store's media advertised online mall and through the operation of the Ricky Martin Fan Club website through our subsidiary Entertainment Hosting.  We are involved in a relatively new business, having launched our clipclop.com and Promark websites initially on December 1, 1999 having acquired USe-Store's issued and outstanding memberships in June, 2001, and Entertainment Hosting's issued and outstanding memberships in November, 2001.  As a result, we do not have a historical record of sales and revenues nor an established business track record from the operation of our business.

To December 31, 2001, we have incurred regular operating losses and, prior to the acquisition of USe-Store, LLC, had no significant source of revenue.  USe-Store Worldwide, LLC, our operating subsidiary acquired in June, 2001 has also been named as a defendant in a judgment issued by the State of California against related parties in a business venture unrelated to that of USe-Store.  (Part II, Item 1 - "Legal Proceedings")  As a result of this judgment, the Court has appointed a receiver to act as an agent of the Court.  Among other responsibilities, the receiver has assumed full control of USe-Store and has exclusive custody over the assets of USe-Store.  Management expects the Receiver to be removed in June, 2002, but believes that the receivership has not had a material impact on the day-to-day operations of USe-Store.

Unanticipated problems, expenses and delays are frequently encountered in ramping up sales and launching new businesses.  Our ability to successfully develop our website and to generate significant operating revenues will depend on our ability to successfully develop and maintain brand names for each of our websites and to attract new and maintain old users of our websites.

Given our limited operating history, operating losses and other factors set out above, there can be no assurance that we will be able to achieve our goals and develop a sufficiently large user base of our websites to be profitable.  Management believes our company can sustain its operations for the next twelve months from existing working capital and operations over the next year.  Should cash flow not be sufficient to sustain operations for the next year, we plan to raise debt and equity capital as needed on a private placement basis to finance the operating and capital requirements of our company.  It is management's intention to continue to finance planned capital expansion and continued development in the e-marketplace and Internet website business.  These factors raise substantial doubt about our company's ability to continue as a going concern as described in an explanatory paragraph to our independent auditors' report on the September 30, 2001 audited financial statements.  The future of our company will depend upon our ability to obtain adequate financing and continuing support from stockholders and creditors and to achieve and maintain profitable operations.  To the extent that we cannot achieve our plans and generate revenues which exceed expenses on a consistent basis and in a timely manner, our business, results of operations, financial condition and prospects would be materially adversely affected.

WE EXPECT TO EXPERIENCE SIGNIFICANT AND RAPID GROWTH IN THE SCOPE AND COMPLEXITY OF OUR BUSINESS AS WE PROCEED WITH THE DEVELOPMENT OF OUR WEBSITES AND OUR BUSINESSES.  IF WE ARE UNABLE TO HIRE STAFF TO MANAGE OUR OPERATIONS, OUR GROWTH COULD HARM OUR FUTURE BUSINESS RESULTS AND MAY STRAIN OUR MANAGERIAL AND OPERATIONAL RESOURCES.

As we proceed with the development of our websites and services associated with each of our websites individually, we expect to experience significant and rapid growth in the scope and complexity of our business.  We will need to add staff to market our websites, manage operations, handle sales and marketing efforts and perform finance and accounting functions.  We will be required to hire a broad range of additional personnel in order to successfully advance our operations.  This growth is likely to place a strain on our management and operational resources.  The failure to develop and implement effective systems, or to hire and retain sufficient personnel for the performance of all of the functions necessary to effectively service and manage our potential business, or the failure to manage growth effectively, could have a materially adverse effect on our business and financial condition.

WE MUST DEVELOP A MARKETING AND SALES PROGRAM TO GENERATE ANY SIGNIFICANT REVENUES

We will be required to develop a marketing and sales campaign that will effectively demonstrate the advantages of our websites, services and products.  We may also elect to enter into agreements or relationships with third parties regarding the promotion or marketing of our websites, products and services.  There can be no assurance that we will be able to establish adequate sales and marketing capabilities, that we will be able to enter into marketing agreements or relationships with third parties on financially acceptable terms or that any third parties with whom we enter into such arrangements will be successful in marketing and promoting our websites, products and services.

OUR SUCCESS IS DEPENDENT UPON THE ACCEPTANCE OF OUR COMPANY, OUR WEBSITES AND OUR BUSINESSES

Our success is dependent upon achieving significant market acceptance of our company and our websites, products and services.  We cannot guarantee that users will accept our websites, or even the Internet, as a replacement for traditional sources of equestrian information, educational software and shopping.  Market acceptance of our websites depends upon continued growth in the use of the Internet generally and, in particular, as a source of equestrian information services, educational software and online shopping.  The Internet may not prove to be a viable channel for these services.  Failure to achieve and maintain market acceptance of our websites would seriously harm our business.

Acceptance of our websites depends on the success of our advertising, promotional and marketing efforts and the ability to continue to provide high-quality information, products and services to our users of our website.  To date, we have not spent a considerable amount on marketing and promotional efforts.  To increase awareness of our websites, we expect to spend a significant amount on promotion, marketing and advertising in the future.  If these expenses fail to develop an awareness of our websites, these expenses may never be recovered and we may never be able to generate any significant future revenues.  In addition, even if awareness of our websites increases, we may not be able to increase or maintain the number of users of our websites.

OUR CONTINUED OPERATIONS DEPEND ON TECHNOLOGY AND COMPUTER SYSTEMS

The markets in which we compete are characterized by rapidly changing technology, evolving technological standards in the industry, frequent new websites, services and products and changing consumer demands.  Our future success will depend on our ability to adapt to these changes and to continuously improve the performance, features and reliability of our service in response to competitive services and products and the evolving demands of the marketplace, which we may not be able to do.  In addition, the widespread adoption of new Internet, networking or telecommunications technologies or other technological changes could require us to incur substantial expenditures to modify or adapt our services or infrastructure, which might impact our ability to become or remain profitable.

Our websites utilize sophisticated and specialized network and computer technology.  We anticipate that it will be necessary to continue to invest in and develop new and enhanced technology on a timely basis to maintain our competitiveness.  Significant capital expenditures may be required to keep our technology up to date.  Investments in technology and future investments in upgrades and enhancements to software for such technology may not necessarily maintain our competitiveness.  Our business is highly dependent upon our computer and software systems, and the temporary or permanent loss of such equipment or systems, through casualty, operating malfunction or otherwise, could have a material adverse effect upon us.

THE LOSS OF JONATHAN SEVERN OR ANY OF OUR KEY MANAGEMENT PERSONNEL WOULD HAVE AN ADVERSE IMPACT ON OUR FUTURE DEVELOPMENT AND COULD IMPAIR OUR ABILITY TO SUCCEED.

Our performance is substantially dependent on the expertise of Jonathan Severn, our President, CEO and one of our directors, and other key management personnel, and our ability to continue to hire and retain such personnel.  Mr. Severn, spends approximately 40% of his working time on our company.  It may be difficult to find sufficiently qualified individuals to replace Mr. Severn or other key management personnel if we were to lose any one or more of them.  Accordingly, the loss of Jonathan Severn or any of our key management personnel could have a material adverse effect on our business, development, financial condition, and operating results.

We do not maintain "key person" life insurance on any of our directors or senior executive officers.

SINCE OUR SHARES ARE THINLY TRADED AND TRADING ON THE OTC BULLETIN BOARD MAY BE SPORADIC BECAUSE IT IS NOT AN EXCHANGE, STOCKHOLDERS MAY HAVE DIFFICULTY RESELLING THEIR SHARES.

Our common stock is quoted on the OTC Bulletin Board and is thinly traded.  In the past, our trading price has fluctuated widely, depending on many factors that may have little to do with our operations or business prospects.  In addition, the OTC Bulletin Board is not an exchange and, because trading of the securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on an exchange or the Nasdaq Stock Market, Inc., you may have difficulty reselling any of our common shares.

TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SEC'S PENNY STOCK REGULATIONS WHICH MAY LIMIT A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK.

The U.S. Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions.  Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors."  The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse.  The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market.  The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account.  The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation.  In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.  These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules.  Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities.  We believe that the penny stock rules discourage investor interest in and limit the marketability of, our common stock.

WE DO NOT EXPECT TO DECLARE OR PAY ANY DIVIDENDS.

We have not declared or paid any dividends on our common stock since our inception, and we do not anticipate paying any such dividends for the foreseeable future.

OUR WHOLLY-OWNED SUBSIDIARY, PROMARK SOFTWARE WORLDWIDE, INC. OPERATES IN A VERY COMPETITIVE MARKETPLACE

The educational and consumer software industry in which we operate is very competitive.  In the consumer market, our products compete against a large number of companies of varying sizes and resources.  There is an increasing number of competitive products offered by a growing number of companies.

Increased competition in the consumer market for multimedia educational software may result in a reduction in sales of products incorporating our technology, or additional price competition, any of which could have a material adverse effect on our operating results.  Existing competitors may continue to broaden their product lines, and potential competitors, including larger computer or software manufacturers, entertainment companies and educational publishers, may enter or increase their focus on the educational software market, resulting in greater competition for us.

Many of our competitors are substantially larger than we are and have significantly greater financial resources and marketing capabilities than we do, together with better name recognition.  It is also possible that new competitors may emerge and acquire significant market share.  Competitors with superior resources and capabilities may be able to utilize such advantages to market their website, products and services better, faster and/or cheaper than our company.  Increased competition is likely to result in reduced gross margins and loss of market share, either of which could have a material adverse effect upon our business, results of operations and financial condition.  In addition, there can be no assurance that we will be able to compete successfully against our present or future competitors.

Our ability to compete successfully will require that we develop and maintain a technologically advanced website, provide superior information content, products and services, and obtain a significant customer and user base for our websites.  There can be no assurance that we will be able to achieve these objectives.  Failure to do so would have a material adverse effect on our business, operating results and financial condition.  Furthermore, our websites and products and services will compete directly with other existing and subsequently developed products using competing technologies.  There can be no assurance that our competitors will not succeed in developing or marketing technologies, websites, services and products that are more effective and commercially desirable than those developed or marketed by us or that would render our websites, products and services non-competitive.  Failure of our websites, products and services to compete successfully with websites, products and services using competing technologies will have a material adverse effect on our business, operating results and financial condition.

The market for Internet content, products, services and advertising is new, rapidly evolving and intensely competitive.  We currently compete, or potentially compete, with many providers of website content, information services and products, as well as traditional media and promotional efforts, for audience attention and advertising and sponsorship expenditures.  We expect competition to intensify in the future.  Barriers to entry are not significant, and current and new competitors may be able to launch new websites at a relatively low cost.  Competition for members, users and advertisers, as well as competition in the electronic commerce market, is intense and is expected to increase significantly.

OUR WHOLLY-OWNED SUBSIDIARY, USE-STORE WORLDWIDE, LLC, OPERATES IN AN INCREASINGLY COMPETITIVE MARKETPLACE.

The marketplace in which we operate our USe-Store website has become increasingly competitive.  Our competitors, such as Netgateway, Inc. and WSN Group Inc., include application service providers, software vendors, systems integrators and information technology consulting service providers who offer services similar to ours to the small business and entrepreneurial markets.  Many of our competitors do not yet offer a range of Internet-related professional services such as those we offer, including the support to build a website from creation to completion, maintenance of client websites by our technical staff and assistance in obtaining merchant accounts to accept credit card transactions over the Internet.  These competitors could choose to focus additional resources on the aspects of their websites which may make them more attractive to our target markets, which could have a materially adverse effect on our business, prospects, financial condition and results of operations.  Competition for customers, users and advertisers, as well as competition in the e-commerce market generally, is intense and is expected to increase significantly as the Internet continues to attract new users as online shoppers.

There are relatively low barriers to entry into our business sector.  Our company's proprietary technology is limited, and may not discourage or inhibit companies from becoming competitive with us.  Many of our competitors are substantially larger than we are and have significantly greater financial resources and marketing capabilities than we do, together with better name recognition.  It is also possible that new competitors may emerge and acquire significant market share.  Competitors with superior resources and capabilities may be able to utilize such advantages to market their websites and services better, faster and/or cheaper than our company.  Increased competition is likely to result in reduced gross margins and loss of market share, either of which could have a materially adverse effect upon our business, results of operations and financial condition.  In addition, there can be no assurance that we will be able to compete successfully against our present or future competitors.

Our ability to compete successfully will require that we develop and maintain a technologically advanced website, provide superior information content, products and services, and obtain a significant customer and user base for our website.  There can be no assurance that we will be able to achieve these objectives.  Failure to do so would have a materially adverse effect on our business, operating results and financial condition.  There can be no assurance that our competitors will not succeed in developing or marketing technologies, websites and services that are more effective and commercially desirable than those developed or marketed by us or that would render our website and services non-competitive.  Failure of our website and services to compete successfully with websites and services using competing technologies will have a material adverse effect on our business, operating results and financial condition.

INTELLECTUAL PROPERTY

We regard our software products as proprietary and rely primarily on a combination of copyright, trademark and trade secret laws, employee and third-party nondisclosure agreements and other methods to protect proprietary rights.  We do not anticipate that we will apply for patent protection in the United States for an educational game and apparatus, and there can be no assurance in any event that patent protection would be granted.  We also retain and duplicate source codes which are stored in a safety deposit box.  We do not embed in our software any mechanisms to prevent or inhibit unauthorized copying.  In prior periods, some of our software products were licensed to end-users under "shrink wrap" license agreements, but they were not signed by licensees and, therefore, may not be binding under the laws of certain jurisdictions.  We are aware that unauthorized copying occurs within the software industry, and if a significant amount of unauthorized copying of our products were to occur, our business, financial condition and operating results could be adversely affected.  As the number of software products in the industry increases and the functionality of these products further overlaps, software developers may increasingly become subject to infringement claims.  Although there are currently no infringement claims against us, there can be no assurance that third parties will not assert infringement claims against us in the future with respect to current or future products, or that any such assertion will not require that we enter into royalty arrangements or incur significant litigation costs.

Part II - OTHER INFORMATION

Item 1.	Legal Proceedings.

Other than as disclosed below, we know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation.  There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

On November 14, 2001, USe-Store Worldwide LLC, Jonathan Severn, our president, and six other companies related to our company's president (collectively the "Defendants") were named in a civil complaint by the State of California alleging false advertising and unfair competition by the sale of a seller's assisted marketing plan and endless chain scheme.  The complaint was filed in the Superior Court of California, County of Ventura, in Civil Case No. CIV207490.  The State of California obtained a temporary restraining order against the Defendants relating to their involvement in a seller-assisted marketing venture, unrelated to the business activities of USe-Store Worldwide LLC, which was providing web hosting services to consumers who purchased a program through other of the Defendants.  As part of the order, a temporary receiver was appointed for USe-Store Worldwide LLC by the State of California to act as an agent of the court.  Among other responsibilities, the receiver assumed full control of USe-Store Worldwide LLC and had exclusive custody over the assets of USe-Store Worldwide LLC.

On December 27, 2001, a stipulated final judgement and permanent injunction was filed in the Superior Court of California, County of Ventura whereby the Defendants agreed, among other things, to comply with California law relating to unfair competition, false advertising, endless chain schemes, seller assisted marketing plans and consumer protection statutes.  The Defendants are also required to pay the State of California the sum of $250,000 with $80,000 due immediately (which has been paid) and the balance payable in monthly instalments starting on January 20, 2002 (the first payment having been made) until fully paid on June 20, 2002.  Should instalments not be made as ordered, the entire amount becomes immediately payable with interest payable at the legal post-judgement rate.  Although USe-Store Worldwide LLC is joint and severally liable for payment of the judgement, the other Defendants have agreed to be responsible in making the said payments.  Additional terms of the injunction include, among others, the following:

1.	the receiver will continue to act with the full power in accordance with the terms of the temporary restraining order, with his fees to be paid by the Defendants;

2.	the receiver must approve all payments of greater than $50,000;

3.	control of USe-Store Worldwide LLC cannot change hands during the period of receivership;

4.	a compliance monitor was appointed by the State of California to enforce terms of the injunction, for a fee not exceeding $6,500 per month; and

5.	the Defendants were required to provide the compliance monitor with $10,000 constituting a "compliance fund" for the compliance monitor to issue refunds on seller assisted marketing plan purchases made after November 14, 2001 and to replenish the fund if necessary.

USe-Store Worldwide LLC shall remain under receivership and the compliance monitor for a period of not less than 180 days from December 27, 2001.  At any time thereafter, the receiver may bring an application to the court to terminate the receivership and compliance monitor upon showing regular proof, consistent compliance by the Defendants with the order and the implementation of appropriate controls and preventative measures to effect ongoing compliance. In absence of such a motion, the receivership and compliance monitor will remain in place indefinitely.  Management expects the receivership to be terminated upon payment of  the final penalty instalment in June 2002 and does not expect USe-Store Worldwide LLC to absorb any portion of the costs and penalties set out in the stipulated judgement.

Item 2.	Changes in Securities.

Recent Sales of Unregistered Shares

We did not issue any shares from treasury during the quarter ended December 31, 2001.

Item 3.	Defaults Upon Senior Securities.

None.

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

None.

Item 5.	Other Information.

Gregg Schlender became our Secretary effective January 21, 2002 upon Jerry Bohn's resignation as our Secretary and our Vice President Marketing.  Mr. Schlender is also our Vice President Sales.

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

Reports on Form 8-K

We did not file any Current Reports on Form 8-K during the quarter ended December 31, 2001.

Exhibits

Exhibits Required by Item 601 of Regulation S-B

(3) Articles of Incorporation and By-laws

**Exhibits 3.1 through 3.5 are incorporated by reference from our Form 20-F Registration Statement, originally filed on April 16, 1992

3.1	Articles of Incorporation, effective August 9, 1984

3.2	Certificate of Name Change, dated October 14, 1996

3.3	Altered Memorandum, dated October 15, 1986

3.4	Altered Memorandum, dated November 17, 1987

3.5	Certificate of Name Change, dated November 17, 1987

3.6	Altered Memorandum, dated April 24, 1994 (incorporated by reference from our Form 20-F Annual Report filed on March 17, 1999)

3.7	Certificate of Name Change, dated August 24, 1999 (incorporated by reference from our Form 20-F Annual Report filed on March 31, 2000)

3.8	Certificate of Name Change, dated September 10, 2001 (incorporated by reference from our Form 10-KSB, filed on January 29, 2002)

3.9	Form 19 (Amendment to Memorandum), dated September 10, 2001 (incorporated by reference from our Form 10-KSB, filed on January 29, 2002)

(10) Material Contracts

10.1	Consulting Agreement between Worldwide Technologies Inc., Entertainment Hosting & Merchandising, LLC and Paul W. Severn, dated November 7, 2001 (incorporated by reference from our Form S-8, filed on January 7, 2002)

10.2	Assignment of Proceeds Agreement between Worldwide Technologies Inc., Entertainment Hosting & Merchandising, LLC and Jesdan Entertainment Corp., dated November 28, 2001 (incorporated by reference from our Form S-8, filed on January 7, 2002)

10.3	Amendment of Assignment of Proceeds Agreement between Worldwide Technologies Inc., Entertainment Hosting & Merchandising, LLC and Jesdan Entertainment Corp., dated December 12, 2001 (incorporated by reference from our Form S-8, filed on January 7, 2002)

10.4	Purchase Agreement between Worldwide Technologies Inc., Entertainment Hosting & Merchandising, LLC, Jonathan Severn and Greg Schlender, dated November 28, 2001 (incorporated by reference from our Form 10-KSB, filed on January 29, 2002)

10.5	Employment Letter between Worldwide Technologies Inc. and Adolph Joseph Bellantoni, dated November 1, 2001 (incorporated by reference from our Form 10-KSB, filed on January 29, 2002)

10.6	Warrant Agreement, between Worldwide Technologies Inc. and Granite Financial Group, Inc., dated November, 2001 (incorporated by reference from our Form 10-KSB, filed on January 29, 2002)

10.7	Agreement between Worldwide Technologies Inc. and ISupportISP, LLC, dated December 7, 2001 (incorporated by reference from our Form 10-KSB, filed on January 29, 2002)

(21)	Subsidiaries

Promark Software Worldwide, Inc.

PRW Management Inc.

USe-Store Worldwide, LLC

Entertainment Hosting & Merchandising, LLC



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.

WORLDWIDE TECHNOLOGIES INC.

By:  /s/ Jonathan SevernJonathan Severn, President, CEO and Director
Date:  February 19, 2002

By: /s/ Aric Gastwirth
Aric Gastwirth, Chief Financial Officer
Date: February 19, 2002

By:  /s/ Gregg Schlender
Gregg Schlender, Secretary and Vice President Sales
Date: February 19, 2002

By: /s/ Andrew Carruthers
Andrew Carruthers, Director
Date: February 19, 2002