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


                                   FORM 10-QSB/A
                                (AMENDMENT NO. 2)

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

                    For the quarter ended September 30, 1999

                                       or

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

               For the transition period from          to
                                              --------    --------

                           Commission File No. 0-27195

                           EWRX Internet Systems, Inc.
             (Exact name of Registrant as specified in its charter)

         State of Nevada                                        98-0117139
 (State or other jurisdiction of                             (I.R.S. Employer
  incorporation or organization)                             Identification No.)

     #301-543 Granville Street
       Vancouver, BC Canada                                       V6C 1X8
(Address of principal executive offices)                        (Zip code)

       Registrant's telephone number, including area code: (604) 669-6079




Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. Yes X   No
                     ---    ---


The number of shares outstanding of the Registrant's common stock as of December
15, 1999 was 13,551,980 shares.



<PAGE>
<TABLE>
<CAPTION>


                                             EWRX INTERNET SYSTEMS, INC. AND SUBSIDIARIES
                                                         TABLE OF CONTENTS
                                                                                                                     Page
                                                                                                                    Number
                                                                                                                    ------

                                                   PART I - FINANCIAL INFORMATION
                                                   ------------------------------

Item 1 - Financial Statements
<S>                                                                                                                   <C>
     Consolidated Balance Sheets as of September 30, 1999 (Unaudited) and December 31, 1998.......................     3

     Interim Consolidated Statements of Operations for the Three and Nine Months Ended
         September 30, 1999 and 1998 (Unaudited)..................................................................     4

     Consolidated Interim Statements of Changes in Stockholders' Equity (Deficit) For the
         Nine Months Ended September 30, 1999 (Unaudited), the Year Ended December 31, 1998
         and the Period from June 25, 1997 (Date of Inception) to December 31, 1997..............................      5

     Interim Consolidated Statements of Cash Flows for the Nine Months Ended
         September 30, 1999 and 1998 (Unaudited)..................................................................     6

     Notes to Interim Consolidated Financial Statements for September 30, 1999 (Unaudited)........................     7

Item 2 - Management's Discussion and Analysis or Plan of Operations...............................................    13



                                                    PART II - OTHER INFORMATION
                                                    ---------------------------

Item 1 - Legal Proceedings........................................................................................    22

Item 2 - Changes in Securities....................................................................................    22

Item 3 - Default Upon Senior Securities...........................................................................    22

Item 4 - Submission of Matters to Vote of Security Holders........................................................    22

Item 5 - Other Information........................................................................................    22

Item 6 - Exhibits and Reports on Form 8-K.........................................................................    22

Signatures........................................................................................................    23
</TABLE>


<PAGE>

Item 1.  Financial Statements
-----------------------------
<TABLE>
<CAPTION>
                                EWRX INTERNET SYSTEMS INC. AND SUBSIDIARIES
                                       CONSOLIDATED BALANCE SHEETS


                                                   ASSETS

                                                                            September 30,      December 31,
                                                                                1999              1998
                                                                            -------------     -------------
                                                                             (Unaudited)
<S>                                                                          <C>               <C>
Current assets:
    Cash                                                                     $   329,190       $         -
    Receivables                                                                   23,312             6,264
    Prepaids and other                                                             9,614             1,815
                                                                             -----------       -----------
        Total current assets                                                     362,116             8,079
                                                                             -----------       -----------

Furniture and equipment:
    Furniture and equipment                                                       46,301            18,772
    Accumulated depreciation                                                     (25,180)           (4,948)
                                                                             -----------       -----------
        Net furniture and equipment                                               21,121            13,824
                                                                             -----------       -----------

Other assets:
    Goodwill, net of amortization of $136,568 (Note 2)                         1,859,777                 -
    Website development costs                                                     61,240                 -
                                                                             -----------       -----------
        Total other assets                                                     1,921,017                 -
                                                                             -----------       -----------
                                                                             $ 2,304,254       $    21,903
                                                                             ===========       ===========

                           LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT

Current liabilities:
    Bank overdraft                                                           $         -       $     2,661
    Accounts payable                                                             178,386            93,731
    Due to related parties                                                       109,330           203,241
                                                                             -----------       -----------
          Total current liabilities                                              287,716           299,633
                                                                             -----------       -----------


Stockholders' equity (deficit):
    Preferred stock, $.01 par value, 500,000 shares authorized,
        none issued and outstanding
    Common stock, $.001 par value, 100,000,000 shares authorized,
        13,416,980 and 11,949,366 shares issued and outstanding                   13,416            11,949
    Additional paid-in capital                                                 4,454,508         1,008,051
    Accumulated Deficit                                                       (2,445,742)       (1,307,478)
    Accumulated other comprehensive income (loss)                                 (5,644)            9,748
                                                                             -----------       -----------
        Total stockholders' equity (deficit)                                   2,016,538          (277,730)
                                                                             -----------       -----------
                                                                             $ 2,304,254       $    21,903
                                                                             ===========       ===========



                See accompanying notes to unaudited interim consolidated financial statements.
</TABLE>


                                                      3

<PAGE>
<TABLE>
<CAPTION>

                                   EWRX INTERNET SYSTEMS INC. AND SUBSIDIARIES
                                   INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
                                                  (Unaudited)





                                                                          Three Months Ended               Nine Months Ended
                                                                             September 30,                   September 30,
                                                                         1999           1998             1999            1998
                                                                     -----------     -----------      -----------     ----------
<S>                                                                  <C>             <C>              <C>             <C>
Revenue                                                              $   43,493      $        -       $    48,486     $        -
                                                                     ----------      ----------       -----------     ----------

Expenses:
      Loss from write-off of investment                                       -          90,978                 -        362,532
      Salaries and benefits                                             156,554           2,392           452,361         49,219
      Consulting, management and professional fees                      112,868          64,269           218,766        120,652
      Depreciation and amortization                                     102,529             864           137,788          2,593
      General and administrative                                        284,964          21,160           377,835        232,382
                                                                     ----------      ----------       -----------     ----------
          Total expenses                                                656,915         179,663         1,186,750        767,378
                                                                     ----------      ----------       -----------     ----------
Net loss for the period                                              $ (613,422)     $ (179,663)      $(1,138,264)    $ (767,378)
                                                                     ==========      ==========       ===========     ==========

Basic net loss per share                                             $    (0.05)     $    (0.02)      $     (0.09)    $    (0.06)
                                                                     ==========      ==========       ===========     ==========

Weighted average common shares outstanding                           12,876,786      11,949,366        12,849,825     11,825,299
                                                                     ==========      ==========       ===========     ==========



















                See accompanying notes to unaudited interim consolidated financial statements.
</TABLE>


                                                      4
<PAGE>
<TABLE>
<CAPTION>
                                        EWRX INTERNET SYSTEMS INC. AND SUBSIDIARY
                               CONSOLIDATED INTERIM STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                        For the Nine Month Period Ended September 30, 1999 (Unaudited),  the Year Ended
                  December 31, 1998 and the Period From June 25, 1997 (Date of Inception) to December 31, 1997

                                                                                                      Accumulated
                                                                        Additional                       Other
                                                   Common Stock          Paid-In       Accumulated   Comprehensive
                                                 Shares       Amount     Capital         Deficit         Income            Total
                                              ------------  ---------  ------------   -------------  ---------------   -------------

<S>                                            <C>           <C>       <C>             <C>              <C>            <C>
Sale of common stock for cash                   9,719,999    $  9,720   $  646,229     $         -      $      -       $   655,949
Issuance of common stock for
  investment (Note 3)                           2,000,000       2,000       18,000               -             -            20,000
Net loss for the period                                 -           -            -        (404,609)            -          (404,609)
                                               ----------    --------   ----------     -----------      --------       -----------
Balance, December 31, 1997 (restated)          11,719,999      11,720      664,229        (404,609)            -           271,340
Sale of common stock for cash                     229,367         229      343,822               -             -           344,051
Net loss                                                -           -            -        (902,869)            -          (902,869)
Currency translation adjustment                         -           -            -               -         9,748             9,748
                                                                                                                       -----------
Comprehensive income (loss)                             -           -            -               -             -          (893,121)
                                               ----------    --------   ----------     -----------      --------       -----------
Balance, December 31, 1998                     11,949,366      11,949    1,008,051      (1,307,478)        9,748          (277,730)
Sale of common stock for cash                   1,863,313       1,863      688,796               -             -           690,659
  (inclusive of 64,286 shares
  issued as finder's fee)
Stock issued for finders'
  fees (Note 6)                                   130,000         130         (130)              -             -                 -
Stock issued on settlement of debt                664,010         664      198,538               -             -           199,202
Stock options issued as compensation                    -           -      161,189               -             -           161,189
Reacquisition of shares                        (3,600,000)     (3,600)       3,600               -             -                 -
Acquisition of CCS and NFPG (Note 3)            1,600,000       1,600    1,758,400               -             -         1,760,000
Sale of common stock for cash                     810,291         810      636,064                                         636,874
Currency translation adjustment                         -           -            -               -       (15,392)          (15,392)
Net loss                                                -           -            -      (1,138,264)            -        (1,138,264)
                                                                                                                       -----------
Comprehensive income (loss)                             -           -            -               -             -        (1,153,656)
                                               ----------    --------   ----------     -----------      --------       -----------
Balance, September 30, 1999
   (Unaudited)                                 13,416,980    $ 13,416   $4,454,508     $(2,445,742)     $ (5,644)      $ 2,016,538
                                               ==========    ========   ==========     ===========      ========       ===========


                See accompanying notes to unaudited interim consolidated financial statements.
</TABLE>


                                                      5


<PAGE>

<TABLE>
<CAPTION>

                               EWRX INTERNET SYSTEMS INC. AND SUBSIDIARIES
                               INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS





                                                                                    Nine Months Ended
                                                                                      September 30,
                                                                                  1999           1998
                                                                              ------------   ------------
                                                                              (Unaudited)    (Unaudited)

<S>                                                                           <C>             <C>
Net loss                                                                      $(1,138,264)    $ (767,378)
Adjustments to reconcile net loss to net
  cash provided by (used in) operating activities:
   Depreciation and amortization                                                  137,788          2,593
   Write-off of investment in joint venture                                             -        362,532
   Stock options compensation                                                     161,189              -
   Changes in assets and liabilities:
      Receivables                                                                  (5,282)        (5,451)
      Prepaid expenses                                                             (7,799)         4,223
      Incorporation costs                                                               -          3,876
      Accounts payable                                                             64,586        (12,260)
                                                                              -----------     ----------
        Net cash used in operating activities                                    (787,782)      (411,865)
                                                                              -----------     ----------

Cash flows from investing activities:
   Investment in and advances to joint venture                                          -       (406,532)
   Acquisition of CCS and NFPG, net of cash
      acquired (Note 2)                                                          (192,325)             -
   Purchase of furniture and equipment                                             (6,505)        (3,833)
   Website development costs                                                      (61,240)             -
                                                                              -----------     ----------
        Net cash used in investing activities                                    (260,070)      (410,365)
                                                                              -----------     ----------
Cash flows from financing activities:
   Bank overdraft                                                                  (2,661)             -
   Advances from related parties                                                   67,562        172,231
   Common stock sold for cash                                                   1,327,533        344,051
                                                                              -----------     ----------
        Net cash provided by financing activities                               1,392,434        516,282
                                                                              -----------     ----------
Effect of exchange rate changes on cash                                           (15,392)         8,407
                                                                              -----------     ----------
Net increase (decrease) in cash                                                   329,190       (297,541)

Cash at beginning of period                                                             -        302,982
                                                                              -----------     ----------

Cash at end of period                                                         $   329,190     $    5,441
                                                                              ===========     ==========

      Noncash activities:
        During the period ended September 30, 1999, the Company settled
           $199,202 of debt into 664,010 shares of common stock.
        During the period ended September 30, 1999, the Company reacquired a
           total of 3,600,000 shares of common stock and returned them to
           authorized and unissued common stock.
        During the period ended September 30, 1999, the Company issued 1,600,000
           shares as partial consideration for the acquisition of CCS and NFPG
           (see Note 2).




                See accompanying notes to unaudited interim consolidated financial statements.
</TABLE>


                                                      6


<PAGE>
                   EWRX INTERNET SYSTEMS INC. AND SUBSIDIARIES
               Notes to Interim Consolidated Financial Statements
                               September 30, 1999
                                   (Unaudited)



1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     DESCRIPTION OF BUSINESS

     The Company was  incorporated on June 25, 1997 in the State of Nevada.  The
     consolidated  financial  statements include the accounts of the Company and
     its  wholly-owned  subsidiaries,  EWRX Internet Systems  (Canada),  Inc., a
     company incorporated in British Columbia, Classic Car Source,  Incorporated
     ("CCS") and North Fork Publishing  Group, Inc. ("NFPG") (Note 3). Until its
     acquisition  of  CCS  and  NFPG  in  June  1999,  the  Company  was  in the
     development  stage of its  existence,  devoting  its efforts  primarily  to
     raising  capital,  developing  an  industrial  mineral  project in Ukraine,
     exploring investment  opportunities,  and administrative functions. CCS was
     established  to create a source of on-line  publishing of  information  and
     entertainment  for classic  vehicle  collectors.  NFPG was  established  to
     provide  internet  marketing,  design and internet  database  services on a
     contract basis to selected clients.

     In 1999, the Company changed its name from Europa  Resources,  Inc. to EWRX
     Internet Systems Inc.

     UNAUDITED INTERIM FINANCIAL INFORMATION

     The  consolidated  financial  statements  of  EWRX  Internet  Systems  Inc.
     contained  herein are unaudited and reflect all  adjustments  which are, in
     the  opinion  of  management,  necessary  for a  fair  presentation  of the
     financial  position of the Company as at September 30, 1999 and the results
     of its operations  for the nine month periods ended  September 30, 1999 and
     1998.  These financial  statements  should be read in conjunction  with the
     Company's audited financial statements as at December 31, 1998 and the year
     then ended contained in the Company's  August 31, 1999 filing on Form 10-SB
     as  amended on  November  9, 1999 and  December  8,  1999.  The  results of
     operations  for the three and nine month periods  ended  September 30, 1999
     are not  necessarily  indicative of the results to be expected for the year
     ended December 31, 1999.

     GOING CONCERN

     The Company's financial statements have been presented on the basis that it
     is a going concern,  which  contemplates  the realization of assets and the
     satisfaction of liabilities in the normal course of business. The financial
     statements  do not  include  any  adjustments  that might  result  from the
     outcome of this uncertainty. The Company is reporting cumulative net losses
     since  inception  of  $2,445,742  as of September  30, 1999.


                                       7
<PAGE>

                   EWRX INTERNET SYSTEMS INC. AND SUBSIDIARIES
               Notes to Interim Consolidated Financial Statements
                               September 30, 1999
                                   (Unaudited)


  1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     GOING CONCERN (Continued)

     The  following  is a summary  of  management's  plan to raise  capital  and
     generate additional operating funds.

     Management  has  filed  a Form  10-SB  with  the  Securities  and  Exchange
     Commission ("SEC") in the third quarter of 1999. Management intends to sell
     common shares by way of private  placement to raise up to  $3,000,000.  The
     funds  raised  through the private  placements  are intended to be used for
     development of the various aspects of the CCS and NFPG businesses and to be
     used for general and administrative expenses for the balance of 1999 and in
     the first quarter of 2000.  Management intends to secure additional funding
     in 2000 through a secondary  offering.  The amount of that offering will be
     dependent upon working  capital  requirements  of the Company for the years
     2000-2002 and as developed by management in the fourth quarter 1999.

     To  September  30,  1999 a total of  $636,874  has been  raised  under this
     private placement. Refer to Note 4.

     PRINCIPLES OF CONSOLIDATION

     The consolidated  financial  statements include the accounts of the Company
     and  its   subsidiaries.   All   significant   intercompany   balances  and
     transactions are eliminated in consolidation.

     USE OF ESTIMATES AND ASSUMPTIONS

     Preparation  of the  Company's  financial  statements  in  conformity  with
     generally  accepted  accounting  principles  requires  management  to  make
     estimates  and  assumptions   that  affect  certain  reported  amounts  and
     disclosures. Accordingly, actual results could differ from those estimates.

     CASH AND CASH EQUIVALENTS

     The Company considers all liquid investments,  with an original maturity of
     three months or less when purchased, to be cash equivalents.

     FURNITURE AND  EQUIPMENT

     Furniture  and  equipment  are  stated at cost.  Depreciation  is  computed
     principally by the straight-line method based on the estimated useful lives
     of five to seven years.

                                       8
<PAGE>

                   EWRX INTERNET SYSTEMS INC. AND SUBSIDIARIES
               Notes to Interim Consolidated Financial Statements
                               September 30, 1999
                                   (Unaudited)


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     GOODWILL

     The company amortizes goodwill on a straight-line basis over five years.

     WEBSITE DEVELOPMENT COSTS

     The company capitalizes all direct costs relating to the development of new
     websites in accordance  with SOP 98-1.  Ongoing costs for  maintenance  and
     enhancement are expensed as incurred.  Capitalized  costs will be amortized
     on a  straight-line  basis  over five  years  commencing  upon  substantial
     completion and commercialization of the website.

     FOREIGN CURRENCY TRANSLATION

     The  financial  statements  are  presented  in United  States  dollars.  In
     accordance  with  Statement  of  Financial  Accounting  Standards  No.  52,
     "Foreign Currency  Translation,"  foreign  denominated  monetary assets and
     liabilities are translated to their United States dollar  equivalents using
     foreign  exchange rates which prevailed at the balance sheet date.  Revenue
     and expenses are  translated at average rates of exchange  during the year.
     Related  translation  adjustments  are reported as a separate  component of
     stockholders'  equity,  whereas  gains or  losses  resulting  from  foreign
     currency transactions are included in results of operations.

     NET LOSS PER COMMON SHARE

     The  company  currently  reports  only basic loss per share,  as all of the
     Company's potential dilutive securities are antidilutive.

     STOCK-BASED COMPENSATION

     The Company has granted stock options to certain directors,  officers,  key
     employees  and  consultants.  Compensation  costs arising from such options
     will be  recorded  as an  expense.  The  measurement  date for  determining
     compensation  costs is the date of the  grant of the  option.  Compensation
     cost is the  excess,  if any,  of the market  value of the stock at date of
     grant over the  amount the  optionee  must pay to  acquire  the stock.  The
     Company measures  compensation costs using the intrinsic value based method
     of accounting for stock issued to employees.


                                       9
<PAGE>


                   EWRX INTERNET SYSTEMS INC. AND SUBSIDIARIES
               Notes to Interim Consolidated Financial Statements
                               September 30, 1999
                                   (Unaudited)


2.   ACQUISITIONS

     The Company  entered into an agreement dated April 11, 1999, to acquire all
     the issued and outstanding shares of CCS and NFPG. CCS is a privately held,
     state of  Washington-based  company which owns two websites,  Classicar.com
     and  Classictruckshop.com,  both of which are destination class websites on
     the  Internet.   NFPG  is  an   affiliated,   privately   held,   state  of
     Washington-based   company  which  provides  website  design  and  Internet
     consulting  services.   The  Company  paid  $133,333  cash  plus  1,000,000
     restricted  common shares for CCS and $66,667 cash plus 450,000  restricted
     common  shares for NFPG and 150,000  common  shares as a finder's  fee. The
     above transactions closed on June 15, 1999.

     The transaction was accounted for as a purchase. Accordingly, the Company's
     financial  statements for the nine months ended  September 30, 1999 include
     the  operations  of CCS and NFPG  from the date of  acquisition  (June  15,
     1999). Under purchase accounting, the total purchase price was allocated to
     the tangible and intangible  assets and  liabilities of the acquirees based
     upon their  respective  estimated  fair values as of the closing date.  The
     excess purchase price over the identifiable assets and liabilities has been
     allocated  entirely  to  goodwill  as the  Company  was  unable  to  obtain
     meaningful  valuations for other intangible  assets. The estimated purchase
     price and  adjustments to the historical book value of the acquirees was as
     follows:

         Purchase Price, based on value
              Of common stock issued plus cash paid                 $1,960,000
         Fair value of net liabilities acquired                         17,345
                                                                    ----------

         Purchase price in excess of net liabilities acquired       $1,977,345
                                                                    ==========

         Goodwill                                                   $1,977,345
                                                                    ==========


     Goodwill  is being  amortized  over five  years.  Amortization  amounted to
     $131,824 for the nine month period ended September 30, 1999 and $98,868 for
     the three month period ended September 30, 1999.

     The  common  stock  issued  was  valued  based on the  market  price of the
     securities over a reasonable  period of time before and after the companies
     reached an agreement on the purchase price and the proposed transaction was
     announced in June 1999.  The market price was  discounted by 20% due to the
     restrictions (Rule 144) on the securities and their thin market.


                                       10
<PAGE>

                   EWRX INTERNET SYSTEMS INC. AND SUBSIDIARIES
               Notes to Interim Consolidated Financial Statements
                               September 30, 1999
                                   (Unaudited)


2.   ACQUISITIONS (Continued)

     The following  unaudited pro forma  consolidated  information  for the nine
     months ended  September 30, 1999 and the year ended December 31, 1998 gives
     effect to the  transaction  as if it had occurred at the  beginning of each
     period. The unaudited pro forma  consolidated  information is presented for
     informational  purposes  only  and is  not  necessarily  indicative  of the
     results of  operations  that would have been  achieved had the  transaction
     been completed as of the beginning of that year, nor are they indicative of
     the Company's future results of operations.

                                           Period Ended            Year Ended
                                        September 30, 1999     December 31, 1998
                                        ------------------     -----------------
         Revenues                          $   118,269            $   241,184
         Net loss                          $(1,459,781)           $(1,440,743)
         Net loss per common share         $     (0.10)           $     (0.11)


3.   RELATED PARTY TRANSACTIONS

     As at  December  31,  1998  $203,241  had been  advanced  to the Company by
     certain directors and  shareholders.  During the period ended September 30,
     1999  $136,310  was  advanced  to the  Company,  $64,425  was repaid by the
     Company and an  additional  $165,796  which was settled by the  issuance of
     common  shares  (Refer to Note 4). As at September 30, 1999 $109,330 is due
     to these directors and shareholders and is currently  non-interest  bearing
     and has no specific terms of repayment.

     The following  amounts were paid to directors  and former  directors of the
     Company.
<TABLE>
<CAPTION>
                                         Three months      Three months      Nine months       Nine months
                                            Ended             Ended             Ended             Ended
                                         September 30,     September 30,     September 30,     September 30,
                                             1999              1998              1999             1998
                                         -------------     -------------     -------------     -------------
     <S>                                   <C>               <C>               <C>               <C>
     Management fees and salaries          $ 82,410          $ 12,659          $169,622          $ 39,400
     Consulting fees                         15,671               850            51,521            20,350
     Expense reimbursements                     936             6,484            26,249            15,660
                                           ========          ========          ========          ========
                                           $ 99,017          $ 19,993          $247,392          $ 75,410
                                           ========          ========          ========          ========
</TABLE>


                                       11
<PAGE>

                   EWRX INTERNET SYSTEMS INC. AND SUBSIDIARIES
               Notes to Interim Consolidated Financial Statements
                               September 30, 1999
                                   (Unaudited)


4.   CAPITAL STOCK

     During the period ended  September  30, 1999,  2,000,000  shares  issued in
     connection with the acquisition of certain mineral interests in the Ukraine
     were reacquired by the Company.  An additional  1,600,000  shares issued to
     individuals  in 1997 for cash ($.01 per share) were also  reacquired by the
     Company in the period.  All of these shares were acquired at no cost to the
     Company and returned to authorized and unissued common stock.

     During the period ended  September  30, 1999,  the Company  issued  130,000
     common shares to two individuals for their assistance in raising funds in a
     private placement of shares.

     As of October 19,  1999,  the Company  completed  a private  placement  for
     945,291  units at a price of $0.85 per unit,  each unit  consisting  of one
     common share and a  non-transferble  warrant  exercisable  at $1.00 for two
     years, for total proceeds of $803,497. As at September 30, 1999 the Company
     had received  proceeds of $636,874 net of finders'  fees of $51,875.  Since
     the Company had accepted  subscriptions for these proceeds, the Company has
     been advised by counsel that they are issued and  outstanding  shares under
     Nevada  law.  The shares are  treated as issued and  outstanding  shares in
     these  financial   statements  even  though  the  certificates   evidencing
     ownership of such shares were delivered after September 30, 1999.

     The Company has issued  compensatory  stock  options to certain  directors,
     officers, key employees and consultants.  At September 30, 1999, there were
     1,600,000  options  outstanding  with a weighted  average exercise price of
     $0.47 per share.

     During the period ended  September 30, 1999 the Company also  completed the
     following financings:

           299,999 common  shares at a price of $0.30 per share for total
           proceeds of $90,000,
           281,428 common shares at a price of $0.70 per share for total
           proceeds of $197,000,
           1,281,886 common shares (including 64,286 shares issued as a finders'
           fee) at a price of $0.35 per share for total proceeds of $403,659,
           and
           664,010 common shares at $0.30 per share on settlement of debts
           (including 552,653 shares issued to related parties).


                                       12
<PAGE>

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

                           FORWARD-LOOKING STATEMENTS

The Private  Securities  Litigation Reform Act of 1995 (the Act) provides a safe
harbor for forward-looking  statements made by or on behalf of the Company. From
time-to-time,  the Company and its  representatives  may make  written or verbal
forward-looking  statements,  including  statements  contained in the  Company's
filings  with the  Securities  and  Exchange  Commission  and other  reports  to
shareholders.

The words  "expect,  "anticipate,"  "intend,"  "plan,"  "believe,"  "seek,"  and
"estimate" or similar expressions are intended to identify such  forward-looking
statements  within the meaning of the Act. This Form 10-QSB also contains  other
forward-looking  statements.  Forward-looking  statements  are not guarantees of
future  performance  and  are  subject  to  certain  risks,   uncertainties  and
assumptions  which could cause the Company's  future results and stock values to
differ materially from those expressed in any forward-looking  statement made by
or on behalf of the Company.  Many such factors are beyond the company's ability
to control or  predict.  Readers  are  cautioned  not to put undue  reliance  on
forward-looking  statements.  Actual future results may differ  materially  from
historical  results or those  anticipated  depending  on a variety  of  factors,
including but not limited to: the ability of the Company to adequately  fund its
planned operating activities on reasonable  commercial terms,  competition,  the
ability of the  Company  to  penetrate  the  Specialty  Automotive  Aftermarket,
effectiveness  of  advertising  and  marketing  programs,  dependence  upon  key
customers, suppliers and strategic relationships, changes in technology, changes
in laws and regulations  including  taxation matters,  fluctuations in costs and
the Company's  ability to replace,  modify or upgrade computer  programs in ways
that adequately address the Year 2000 issue.

The Company  disclaims any intent or  obligation to update  publicly any and all
forward-looking statements, whether as result of new information,  future events
or otherwise.

Plan of Operations
------------------

EWRX's primary  business  objective  during the next twelve months is to develop
and operate  websites that facilitate  commercial  transactions in the Specialty
Automotive  Aftermarket  (defined  below).  By  using  proprietary   information
management software and by using the Internet as an e-commerce marketplace,  the
Company believes that it can provide  participants  with enhanced  selection and
pricing for automotive  products and services.  In return,  the Company plans to
charge a fee, on a  transaction-by-transaction  basis for all business conducted
by third  parties  using the  Company's  websites.  The Company  also expects to
generate  additional  revenues from its websites by selling advertising to third
parties.  Further,  the Company expects its wholly owned subsidiary,  North Fork
WebWrx,  to earn  increased  service  revenues by continuing  to provide  custom
software and website  design  services,  Internet  database  services and custom
e-commerce software solutions to a variety of businesses seeking to maximize the
use of the Internet.

The  Specialty  Automotive  Aftermarket  is defined as the market  consisting of
automotive  products  added to a vehicle  by choice  and not need.  This  market
includes  products to enhance  the  appearance,  performance  and  enjoyment  of

                                       13
<PAGE>

vehicles and excludes other  products such as oil filters,  sparkplugs and other
maintenance  and  repair  items.  There are  sub-markets  within  the  specialty
automotive aftermarket. They include classic cars, light trucks, rod and custom,
off-road vehicles, racing, and street performance.

When evaluating the Specialty Automotive  Aftermarket,  EWRX found a growing but
fragmented  industry made up of a large number of smaller  markets that together
service  millions of people who have a high  degree of interest in the  products
and services  within this market.  This market is estimated to  approximate  $20
billion per year according to SEMA  (Specialty  Automotive  Equipment  Marketing
Association,  the largest  automotive  trade  association in the world),  herein
after referred to as "1998 SEMA Market Report".

To achieve its primary  objective,  over the next twelve  months and through the
year 2000, EWRX anticipates that it will:

1)   Raise up to $3 million through the private placement sale of common shares.
     Proceeds  will be used for general  corporate  purposes and to fund planned
     website  development  activities as outlined below. Refer to the discussion
     under "Capital Resources" below.

2)   Complete the  re-development  and  re-programming  of the Classicar.com and
     Classictruckshop.com   websites.   This  work  will  be   accomplished   in
     conjunction  with a contract with Xceed,  Inc. who will provide the Company
     with certain  developmental  and programming  services.  Both websites will
     then  be  fully  capable  of  conducting   planned   e-commerce   operating
     activities.  Through September 1999, the Company has completed a portion of
     this work and related costs have been  capitalized  as Website  Development
     Costs.

3)   Develop the Company's MotorWrx.com website.  MotorWrx.com provides a single
     gateway on the Internet to the EWRX group of websites and  ultimately  will
     provide  links  to  other  websites  related  to the  Specialty  Automotive
     Aftermarket.  EWRX intends MotorWrx.com to be an important destination site
     for the Specialty Automotive  Aftermarket on the Internet and it is planned
     to provide a single point entry for automotive enthusiasts.

4)   Development of  BigBadCatalog.com,  an electronic catalog for the Specialty
     Automotive Aftermarket.  Development of this new website will be undertaken
     in part under the contract with Xceed,  Inc.  referred to previously in (2)
     above.  EWRX plans to integrate  digitized  standard  printed  catalogs for
     automobile parts  manufacturers  and distributors  into  BigBadCatalog.com.
     This will create a  centralized  point of sale on the  Internet  where auto
     enthusiasts  can purchase  automotive  parts  directly  from  participating
     manufacturers and distributors.

5)   Increase   brand   awareness   for   the    Motorwrx.com,   ClassicCar.com,
     Classictruckshop.com  and  related  websites  and  brands.  The Company has
     initiated a program to  significantly  increase  overall brand awareness of
     the  various  EWRX  websites  through a  national  advertising  program  in
     conjunction with certain co-sponsors.

6)   Expand services provided to third parties by North Fork WebWrx.  North Fork
     Webwrx is a Internet  solutions  provider serving the Specialty  Automotive
     Aftermarket  providing high-end website design services,  Internet database
     programming,   custom  e-commerce   applications  and  strategic   Internet
     marketing  consulting.  With public acceptance of the Internet surging, and


                                       14
<PAGE>

     business-to-business   commerce   changing  the  traditional   distribution
     systems,  EWRX  believes that North Fork WebWrx can expand its market share
     in the following areas:

     WEBSITE DEVELOPMENT.  Design, development,  and maintenance of a wide range
     of   business-to-business   commerce  sites,  Intranet  (internal  business
     communications) and large-scale consumer sites.

     ONLINE  ADVERTISING.  Banner ad  development,  banner  placements and other
     online advertising projects for third parties.

     MARKET CONSULTING.  Providing market consulting services,  such as Internet
     launch strategies, site development analysis and Internet marketing plans.

     WEBSITE  HOSTING.  North Fork WebWrx  currently  hosts over 70 websites for
     classic car and classic truck related businesses and organizations.

     SPECIAL PROJECTS. Developing proprietary software for resale.

7)   As appropriate  opportunities arise and provided that sufficient funding is
     available,  complete additional  acquisitions or form joint ventures and/or
     strategic  alliances  with other  website-related  companies  servicing the
     Specialty Automotive Aftermarket.

Subject to availability of financing (refer to "Capital  Resources"  below), the
Company  intends to complete  the  re-design of its current  websites,  increase
banner  advertising  and other sales  programs,  and to develop  its  electronic
catalog  all  during  the first  half of 2000.  The  on-going  re-design  of the
Company's websites was initiated in July 1999, and when completed,  a variety of
e-commerce  revenue streams will begin.  These activities are expected to be the
principal sources of future revenues for the Company.

The Company  believes that revenues to be earned during the next twelve  months,
together with planned sales of common shares as described  below under  "Capital
Resources," will provide  sufficient  funding for operations  during that twelve
month  period.  However,  no  assurance  can be given that the types of revenues
projected by the Company or that the financing  contemplated by the Company will
occur.  Additional capital will be required for significant expansion of website
capabilities  and  other  planned  Company  activities  such as  development  or
acquisition of additional websites.

In connection with its website  developmental  activities as set out above,  the
Company  estimates that it will incur the following  website  development  costs
during the next twelve months:

                                       15
<PAGE>


                               Estimated Costs Through Year 2000
Anticipated Date of    --------------------------------------------------
   Improvement         Graphic Redevelopment     Programming      Total
-------------------    ---------------------     -----------     --------

Classicar.com                 $65,000              $ 30,000      $ 95,000
March 2000

Classictruckshop.com          $45,000              $ 25,000      $ 70,000
April 2000

BigBadCatalog.com             $75,000              $200,000      $275,000
June 2000

MotorWrx.com                  $10,000              $      -      $ 10,000
February 2000

Other Proposed
 Internet Sites               $65,000              $ 85,000      $150,000
 June 2000
                                                                 --------
                                                                 $600,000
                                                                 ========

*    May change based on market  conditions and the Company's  ability to obtain
     financing for these projects.


Revenues and Financing
----------------------

Through  September,  1999,  the Company  realized  minimal  revenues from banner
advertising and website consulting services, principally because the acquisition
of Classic Car and North Fork was completed only in late June 1999. EWRX intends
to derive its future  revenues  from these  same  sources,  from the  electronic
catalog,  BigBadCatalog,  and from other e-commerce programs on its websites. It
is anticipated that the Internet and related  e-commerce will continue to become
more accessible and that the market opportunities for the Company will expand in
North America and internationally. The Company intends to expand the content and
to improve  the  services on its  websites,  and where  appropriate,  to add new
websites that are compatible with its existing websites related to the Specialty
Automotive Aftermarket.

During  1999 and 1998,  the  Company's  principal  source of funds has come from
sales of common shares by way of private  placement and from advances made by an
officer/shareholder.  Over this two year  period,  approximately  $1.67  million
($1.3  million in 1999) has been raised from sales of common shares and $240,000
($67,000 in 1999) from related party advances. Proceeds have primarily been used
to acquire  Classic Car and North Fork,  initiate work for website  re-design as
discussed previously and for corporate  administrative and sales costs. Prior to
1999,  the Company also  incurred  costs and made cash advances to a now defunct
mineral joint venture located in the Ukraine.  See discussion  under  "Financial
Condition  and  Results of  Operations"  below.  The  Company is  continuing  to
investigate and solicit  funding  primarily  through  private  placements of its
securities.

Capital Resources
-----------------

The shares of the Common Stock of the Company  traded on the OTC Bulletin  Board
("OTCBB")under the trading symbol "EWRX" until October 18, 1999 when they traded
under the  symbol  "EWRXE".  The "E" was added by the  National  Association  of

                                       16
<PAGE>

Securities Dealers, Inc. ("NASD") to reflect the Company's possible inability to
meet new NASD  requirements  for listing on the OTCBB. On November 17, 1999, the
NASD removed the Company's  stock from listing on the OTCBB due to its inability
to secure  clearance by the  Securities  and Exchange  Commission  ("SEC) of its
disclosures  in a  registration  statement on  Form-10SB.  The  Company's  stock
currently  trades on the "pink  sheets" (an informal  stock  quotation  service)
under the symbol "EWRX". The Company intends to seek re-listing of its shares on
OTCBB as soon as practicable  following clearance of its registration  statement
on  Form-10SB.  No  assurance  can be given that it will be  successful  in such
re-listing.

As of October 19,  1999,  the Company  completed a private  placement of 945,291
units,  $0.85  per  unit,  each  unit  consisting  of  one  common  share  and a
non-transferable warrant exercisable at $1.00 for two years from the date of the
subscription.  Net  proceeds  of  approximately  $803,000  were  raised  in this
placement.  The private  placement  increased the number of fully diluted common
shares by 945,291  shares.  This  placement  was not subject to the terms of the
agreement with Harmonic  (discussed  below) although  Harmonic  arranged for the
sale of a portion of the offering.

The Company has had  preliminary  discussions  with third parties to raise up to
$3,000,000 using a combination of shares and warrants at the market price at the
time of  subscription.  Proceeds  from the proposed sale of Common Stock will be
used to pay offering costs and to expand the brand  recognition of the Company's
websites  through  advertising  and marketing and to fund website  redesign that
will in turn enhance the commercial  value of Websites as previously  discussed.
Proceeds  will  also be used  for  general  working  capital,  and  general  and
administrative purposes.

The Company's monthly general and  administrative  costs (e.g.  salaries,  rent,
corporate expenses) are approximately $100,000. The Company anticipates, subject
to adequate financing,  that by mid-2001,  there will be sufficient revenue from
the  operations  of its  websites to pay for these  costs and related  sales and
marketing costs.

The Company is dependent  upon the  proceeds of its proposed  offering of Common
Stock  to  implement  its  business  plan and to  finance  its  working  capital
requirements.  Should the Company's plans or its assumptions  change or prove to
be  inaccurate  or offering  proceeds  are  insufficient  to fund the  Company's
operations,  the Company would be required to seek additional  financing  sooner
than   anticipated.   The  Company  may  determine,   depending  upon  available
opportunities,  to seek debt or additional  equity financing to fund the cost of
continuing  expansion  or other  acquisitions.  To the extent  that the  Company
incurs  indebtedness  or issues  debt  securities,  it will be  subject to risks
associated  with  such  indebtedness,   including  interest  rate  fluctuations,
collateral arrangements and the possibility that cash flows may prove inadequate
to repay such indebtedness. The Company has no current arrangements with respect
to additional financing.

There  can be no  assurances  given  that  the  Company  will be  successful  in
generating  sufficient revenues from its planned activities or that it can raise
sufficient  capital to allow it to continue as going concern which  contemplates

                                       17
<PAGE>

the  realization  of assets and the  satisfaction  of  liabilities in the normal
course of  business.  These  factors  can affect the  ability of the  Company to
implement  its general  business  plan  including  specific  plans to  re-design
websites,  to develop  an on-line  Specialty  Automotive  Aftermarket  equipment
catalog,  to  implement  other  sales  programs  for its website  visitors,  the
principal means of revenue generation for the Company's Internet markets.

On July 15, 1999, the Company entered into an agreement with Harmonic  Research,
Inc.(Harmonic), an investment fund management company, to sell by way of private
placement  units  consisting  of common  shares  and  warrants  on behalf of the
Company.  The initial term of the  agreement  was for 90 days and is extended in
90-day increments.  To date, Harmonic has not placed any securities on behalf of
the Company  under the terms of this  agreement.  The Company did not extend the
agreement in October 1999. Under the initial agreement terms,  Harmonic provided
financial  advisory  services  and was paid  $15,000.  Upon  signing the initial
agreement,  the Company  also  granted  Harmonic a warrant to  purchase  150,000
shares of the  Company's  common  stock at $1.00 per share for three  years.  In
addition,  Harmonic is also entitled to receive  certain fees should the Company
enter into a merger,  consolidation,  reorganization,  business  combination  or
acquire  another  company where Harmonic is the finder.  No such  transaction is
under consideration by the Company at this time.

Financial Condition and Results of Operations
---------------------------------------------

Until recently,  the Company was a development stage  enterprise.  Its principal
assets today are its  investments in Classic Car and North Fork.  From inception
to date, the Company has incurred significant  operating losses resulting in its
working capital deficit and stockholders' deficit.

During 1997,  1998 and for the first half of 1999,  the Company did not generate
any significant  operating revenues.  Beginning in the third quarter of 1999 and
upon  completion  of the  purchase  of  Classic  Car and  North  Fork  discussed
previously, the Company has entered the e-commerce marketplace. Revenues for the
three and nine month  periods ended  September  30, 1999 were derived  primarily
from banner advertising on Company websites.

Expenses,  other than the loss from  write-off of investment in joint venture as
discussed below,  have been for salaries,  including  consultants,  professional
fees and general office expenses.  Such expenses  increased during the three and
nine month periods ended September 30, 1999 when compared to the same periods in
1998 due to commencement of operating activities subsequent to acquiring Classic
Car Source and North Fork in June 1999. Other increases relate to costs incurred
in connection with the filing of the Company's Form-10SB registration statement.
As  operations  expand in the future,  general and  administrative  expenses are
expected  to increase  significantly  from the  current  level of  approximately
$100,000 per month.  The amount of such increases is not presently  determinable
and will vary  depending on the level of increased  business  activity  that the
Company is able to finance. Refer to "Capital Resources."

From  inception  through  December  1998, the Company's sole business was in the
resource sector and the Company,  through a joint venture,  held certain mineral
interests in the Ukraine.  Through 1998,  the Company made payments and advances
to the seller and to the joint venture that aggregated  $662,532.  Such payments
were  principally  funded by sales of common stock from inception  through 1998.
Due to poor market  conditions and the  uncertainty of financing the development
of mineral properties  located in Ukraine,  the Company elected to abandon these
mineral interests in the fourth quarter of 1998, which represented substantially
all of the Company's assets at that time. As a result, the Company wrote off its
entire unrecovered  investment in, and advances to, the joint venture during the
fiscal years ended December 31, 1997 and December 31, 1998.

                                       18
<PAGE>


Increases in depreciation  and amortization in 1999 when compared to 1998 relate
primarily  to  amortization   of  goodwill   recorded  in  connection  with  the
acquisition of Classic Car and North Fork. Such  amortization  commenced in July
1999.

Due to operating  losses since  inception,  the Company does not expect to incur
any liability related to income taxes in 1999.

Effects of Year 2000 Compliance
-------------------------------

The Company's business is integrally linked to computers,  computer software and
the Internet.  As such, its future development and business is subject to all of
the risks and costs associated with Year 2000  compliance.  The Company does not
anticipate expenditure of substantial sums to achieve Year 2000 compliance.

The  Company is  dependent  on the  operation  of numerous  systems  that may be
adversely affected by the Year 2000 problem as described below, including:

     -    EWRX's internal systems; and

     -    Equipment, software and content supplied to the Company by third-party
          vendors  that  may  not be  Year  2000  compliant,  including  outside
          providers  of  Web-hosting  services on which the Company is currently
          dependent.

Many currently  installed  computer  systems and software  products are coded to
accept  only  two-digit  entries in the date code  field and cannot  distinguish
twenty-first  century dates from twentieth century dates. To function  properly,
these  date-code  fields  must  distinguish   twenty-first  century  dates  from
twentieth century dates and, as a result,  many companies' software and computer
systems  may need to be  upgraded or replaced in order to comply with such "Year
2000" requirements.

The  Company's  future  business  depends  on the  successful  operation  of the
Internet  following  the  commencement  of the year  2000.  If the  Internet  is
inaccessible  for an  appreciable  period of time, or if customers and users are
unable to access  the  Company's  sites,  its  business  and  revenues  could be
materially  adversely  affected.  The Company is also subject to external forces
that might generally affect industry and commerce,  such as  telecommunications,
utility or transportation company Year 2000 compliance failures, related service
interruptions  and the economic  impact that such failures have on the Company's
customers and advertisers.

Unlike other businesses,  EWRX does not have an installed base of legacy systems
dating  back many years.  Nonetheless,  in order to reduce the risks of the Year
2000 compliance  problem,  EWRX has undertaken a two-phase  process of analyzing
the  impact  of the Year  2000  problem.  First,  it has  completed  an  initial
assessment of its primary  internal  systems and,  based on such  assessment and
knowledge of the specific software and systems, EWRX currently believes that its
systems  are Year 2000  compliant  in all  material  respects  or can readily be
brought  into   compliance   with  the   application   of  corrective   software
modifications.  In many cases,  the Company  expects these  modifications  to be
provided by the vendors of the computer and software products we have installed.
EWRX  has not  incurred  material  costs to date in this  informal  phase of the
assessment  process,  and currently does not believe that the cost of additional
actions will have a material  effect on its results of  operations  or financial
condition.

Second,  EWRX is in the process of  performing a further  assessment of both its
internal  systems  and the  vendor-supplied  items and  services  it  employs to
determine  how the Year 2000 problem will affect all aspects of its  operations.
EWRX will complete this second phase of its  assessment by the end of the fourth
quarter 1999.

                                       19
<PAGE>


The further assessment review of the following EWRX systems:

     -    hardware systems, including servers and systems used for date storage;

     -    software  systems,  including  applications,   development  tools  and
          proprietary code;

     -    infrastructure systems, including routers, hubs and networks;

     -    facility systems, including general building functions, security, HVAC
          and related operations; and

     -    the systems of our business partners,  including content providers and
          internet service providers ("ISP's").

EWRX is conducting  its formal  assessment of Year 2000  compliance by gathering
information  on each  aspect of EWRX's  systems,  reviewing  each  component  or
application  for date usage,  and examining date  representations.  As to EWRX's
systems,  the results to date of this formal  assessment are consistent with the
results of its informal assessment.

With respect to vendor-supplied items and services,  EWRX is conducting a review
of product  compliance  information on such items and services available online,
in vendor literature and through trade group information  resources,  contacting
its  vendors  for  compliance  information,  and  maintaining  documentation  of
assessments  that have been  performed  by such vendors or outside  sources.  To
date,  EWRX has received  assurances  from its third party vendors,  Data Return
(Web server),  Fairmarket (auction software) and Critical Path (e-mail software)
that their products and services are Year 2000 compliant.  Further, such vendors
have received  similar  assurances  regarding  Year 2000  compliance  from their
vendors.  Finally,  EWRX has already  developed some contingency  plans to cover
failure of third party supplier systems.  The Company believes that a failure of
Critical Path and Fairmarket systems would not materially affect its operations.
The  failure of Data  Return's  Web server  could have an adverse  impact on the
Company's  operations,  but  EWRX  has  both  the  hardware/software  and  staff
expertise to service its Website;  however, it may take some time for conversion
to the Company's systems during which time the website may be inoperable.

The  further  assessment  will  lead  to  the  creation  of  a  remediation  and
contingency plan for achieving Year 2000  compliance.  EWRX does not anticipate,
however,  undertaking an assessment of the Year 2000  compliance of the Internet
or its  underlying  telecommunications  infrastructure,  and will  therefore  be
unable to predict the impact of Year 2000  issues that might  affect the broader
Internet business community, including EWRX.


                                       20
<PAGE>


Based  on  the  completed  initial   assessment  and  progress  on  the  further
assessment, EWRX currently believes that its internal systems are or can readily
be made Year 2000 compliant in all material  respects.  However,  it is possible
that these current  internal systems contain  undetected  errors or defects with
Year 2000 date functions. In addition,  although the Company does not anticipate
problems, vendor- supplied items and services could contain undetected errors or
defects which, if not corrected,  could result in serious unanticipated negative
consequences,  including  significant  downtime  for one or more  EWRX  Internet
properties.

Although  EWRX  is not  aware  of  any  material  operational  issues  or  costs
associated  with preparing its internal  systems for the year 2000, and although
it has not  incurred  material  costs to date  with  respect  to the  Year  2000
compliance of these  internal  systems,  the  occurrence of any of the following
events  could  materially  and  adversely  affect  EWRX's  business,  results of
operations and financial condition:

     -    errors and defects are detected after the formal assessment process is
          completed;

     -    third-party  equipment,  software or content fails to operate properly
          with regard to the Year 2000; or

     -    Web advertisers expend significant  resources to correct their current
          systems for Year 2000 compliance, resulting in reduced funds available
          for Web advertising or sponsorship of Web services.




                                       21
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

     None.

ITEM 2.  CHANGES IN SECURITIES.

     None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

     None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     None.

ITEM 5.  OTHER INFORMATION.

     None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

         (a)  Exhibits:

              27.1     Financial Data Schedule

         (b)  Reports on Form 8-K:

              None.


                                       22
<PAGE>

                                   SIGNAURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                      EWRX INTERNET SYSTEMS, INC.
                                      (Registrant)


January 14, 2000                      By  /s/ Ronald C. Davis
                                         -------------------------------------
                                         Ronald C. Davis
                                         President and Chief Executive Officer


January 14, 2000                      By /s/ Richard P. Ott
                                         -------------------------------------
                                         Richard P. Ott
                                         Treasurer and Chief Accounting Officer





                                       23