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

                                   FORM 10-QSB

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

                    For the quarter ended March 31, 2000

                                       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.)

     #440-755 Burrard Street
       Vancouver, BC Canada                                       V6Z 1X6
(Address of principal executive offices)                        (Zip code)

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

                           #301-543 Granville Street
                          Vancouver, BC Canada V6C 1X8
              (Former name, former address and former fiscal year,
                         if changed since last report)

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 May 12,
2000 was 14,847,080 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>
     Report of Independent Public Accountants.....................................................................     3

     Consolidated Balance Sheets at March 31, 2000 (Unaudited) and December 31, 1999..............................     4

     Consolidated Statements of Operations for the Three Months Ended
         March 31, 2000 and 1999 (Unaudited)......................................................................     5

     Consolidated Statements of Cash Flows for the Three Months Ended
         March 31, 2000 and 1999 (Unaudited)......................................................................     6

     Notes to Consolidated Financial Statements...................................................................     7

Item 2 - Management's Discussion and Analysis or Plan of Operations...............................................    10



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

Item 1 - Legal Proceedings........................................................................................    15

Item 2 - Changes in Securities....................................................................................    15

Item 3 - Default Upon Senior Securities...........................................................................    15

Item 4 - Submission of Matters to Vote of Security Holders........................................................    15

Item 5 - Other Information........................................................................................    15

Item 6 - Exhibits and Reports on Form 8-K.........................................................................    15

Signatures........................................................................................................    16
</TABLE>

                                                                2
<PAGE>

Item 1.  Financial Statements
-----------------------------

                   REPORT OF INDEPENDENT ACCOUNTANTS



Board of Directors
EWRX Internet Systems Inc. and Subsidiaries


We have reviewed the  accompanying  balance sheets of EWRX Internet Systems Inc.
and  Subsidiaries as of March 31, 2000 and the related  statements of operations
and cash flows for the period then ended.  These  financial  statements  are the
responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists  principally of analytical  procedures applied to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters.  It is  substantially  less in scope than an audit in  accordance  with
generally accepted auditing standards,  the objective of which is the expression
of an opinion regarding the financial statements taken as a whole.  Accordingly,
we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the  accompanying  financial  statements  in order  for them to be in
conformity with generally accepted accounting principles.

We have  previously  audited,  in accordance  with generally  accepted  auditing
standards,  the balance sheet of EWRX Internet  Systems Inc. and Subsidiaries as
of December 31, 1999 and the related  statements  of earnings and cash flows for
the year then ended (not presented  separately herein),  and in our report dated
March  27,  2000  we  expressed  an  unqualified   opinion  on  those  financial
statements.  In our  opinion,  the  information  set  forth in the  accompanying
balance sheet as of March 31, 2000 is fairly stated,  in all material  respects,
in relation to the balance sheet from which it has been derived.




                                               /s/ Jackson & Rhodes, P.C.
                                               Jackson & Rhodes P.C.




Dallas, Texas
May 10, 2000
                                        3
<PAGE>
<TABLE>
<CAPTION>
                                EWRX INTERNET SYSTEMS INC. AND SUBSIDIARIES
                                       CONSOLIDATED BALANCE SHEETS


                                                   ASSETS

                                                                              March 31,        December 31,
                                                                                2000              1999
                                                                            -------------     -------------
                                                                             (Unaudited)        (Audited)
<S>                                                                          <C>               <C>
Current assets:
    Cash                                                                     $   295,974       $     5,214
    Receivables                                                                   25,671            37,422
    Prepaids and other                                                             5,461             2,636
                                                                             -----------       -----------
        Total current assets                                                     327,106            45,272
                                                                             -----------       -----------

Furniture and equipment:
    Furniture and equipment                                                      176,011            74,374
    Accumulated depreciation                                                     (35,108)          (29,395)
                                                                             -----------       -----------
        Net furniture and equipment                                              140,903            44,979
                                                                             -----------       -----------

Other assets:
    Goodwill, net of amortization of $336,210                                  1,660,135         1,759,953
    Website development costs                                                    293,144           254,855
                                                                             -----------       -----------
        Total other assets                                                     1,953,279         2,014,808
                                                                             -----------       -----------
                                                                             $ 2,421,288       $ 2,105,059
                                                                             ===========       ===========

                                   LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable                                                         $   233,699       $   342,286
    Due to related parties                                                       174,976           138,700
                                                                             -----------       -----------
          Total current liabilities                                              408,675           480,986
                                                                             -----------       -----------

Commitments and contingencies                                                          -                 -

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,
        14,847,080 and 13,551,980 shares issued and outstanding                   14,793            13,552
    Additional paid-in capital                                                 5,730,327         4,555,614
    Accumulated Deficit                                                       (3,718,947)       (2,927,875)
    Accumulated other comprehensive income (loss)                                (14,847)          (17,218)
                                                                             -----------       -----------
        Total stockholders' equity                                             2,012,613         1,624,073
                                                                             -----------       -----------
                                                                             $ 2,421,288       $ 2,105,059
                                                                             ===========       ===========







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


                                                      4

<PAGE>
<TABLE>
<CAPTION>

                                   EWRX INTERNET SYSTEMS INC. AND SUBSIDIARIES
                                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                    Three Months Ended March 31, 2000 and 1999
                                                  (Unaudited)




                                                              2000              1999
                                                           ----------        ----------
<S>                                                        <C>               <C>
Revenue                                                    $   28,147        $        -
                                                           ----------        ----------

Expenses:
      Salaries and benefits                                   312,295             5,348
      Consulting, management and professional fees            111,376            49,437
      Marketing and promotion                                  87,974            28,734
      Depreciation and amortization                           105,531               710
      General and administrative                              202,043            35,364
                                                           ----------        ----------
          Total expenses                                      819,219           119,593
                                                           ----------        ----------
          Net loss                                         $ (791,072)       $ (119,593)
                                                           ==========        ==========

Basic net loss per share                                   $    (0.05)       $    (0.01)
                                                           ==========        ==========

Weighted average common shares outstanding                 14,421,213        13,019,334
                                                           ==========        ==========


















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


                                                   5
<PAGE>
<TABLE>
<CAPTION>


                          CONSOLIDATED STATEMENTS OF CASH FLOWS
                       Three Months Ended March 31, 2000 and 1999
                                     (Unaudited)





                                                                   2000             1999
                                                                ----------       ----------

<S>                                                             <C>              <C>
Net loss                                                        $(791,072)       $(119,593)
Adjustments to reconcile net loss to net
  cash provided by (used in) operating activities:
    Depreciation and amortization                                 105,531              710
    Stock issued for domain name                                   17,500                -
    Changes in assets and liabilities:
      Receivables                                                  11,751           (1,877)
      Prepaid expenses                                             (2,825)          (2,459)
      Accounts payable                                           (108,587)          (9,517)
                                                                ---------        ---------
         Net cash used in operating activities                   (767,703)        (132,736)
                                                                ---------        ---------

Cash flows from investing activities:
    Purchase of furniture and equipment                          (101,637)               -
    Website development costs                                     (38,289)               -
                                                                ---------        ---------
         Net cash used in investing activities                   (139,926)               -
                                                                ---------        ---------

Cash flows from financing activities:
    Bank overdraft                                                      -           (2,661)
    Advances from shareholders                                     36,276           14,119
    Common stock sold for cash                                  1,158,508          321,250
                                                                ---------        ---------
         Net cash provided by financing activities              1,194,784          332,708
                                                                ---------        ---------
Effect of exchange rate changes on cash                             3,604           (3,710)
                                                                ---------        ---------
Net increase (decrease) in cash                                   290,760          196,262

Cash at beginning of period                                         5,214                0
                                                                ---------        ---------

Cash at end of period                                           $ 295,974        $ 196,262
                                                                =========        =========
</TABLE>


      Noncash activities:
         During the period ended March 31, 1999, the Company converted  $199,202
            of debt into 664,010 shares of common stock.
         During the period ended March 31, 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  March 31,  2000,  the Company  issued  17,500
           shares of common stock to purchase an internet domain name







                   See accompanying notes to consolidated financial statements.



                                                  6

<PAGE>



                   EWRX INTERNET SYSTEMS INC. AND SUBSIDIARIES
               Notes to Interim Consolidated Financial Statements



1.     ORGANIZATION

       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.

       UNAUDITED INTERIM FINANCIAL STATEMENTS

       The  accompanying   unaudited  interim  financial  statements  have  been
       prepared in accordance with generally accepted accounting  principles for
       interim financial information and with the instructions to Form 10-QSB of
       Regulation  S-B.  They  do not  include  all  information  and  footnotes
       required  by  generally  accepted  accounting   principles  for  complete
       financial statements. However, except as disclosed herein, there has been
       no  material  change  in the  information  disclosed  in the notes to the
       financial statements for the year ended December 31, 1999 included in the
       Company's  Annual  Report on Form 10-KSB  filed with the  Securities  and
       Exchange Commission. The interim unaudited financial statements should be
       read in conjunction with those financial  statements included in the Form
       10-KSB.  In  the  opinion  of  Management,   all  adjustments  considered
       necessary for a fair presentation,  consisting solely of normal recurring
       adjustments, have been made. Operating results for the three months ended
       March 31, 2000 are not necessarily  indicative of the results that may be
       expected for the year ending December 31, 2000.

       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 has reported cumulative
       net losses since inception of $3,718,947 as of March 31, 2000.

       The Company has had preliminary  discussions  with third parties to raise
       up to $5,000,000 using a combination of shares and warrants at the market
       price at the time of any subscription. Proceeds from the proposed sale of
       Common Stock will be used to

                                       7
<PAGE>


1.     ORGANIZATION

       GOING CONCERN (Continued)

       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 number of shares that are issued as part of any sale of Common  Stock
       is  dependent  upon  market  prices.  The  Company  has been and  remains
       dependent upon its ability to raise capital by selling equity  securities
       to finance its operations and development activities.  During the quarter
       ended March 31,2000, $1,158,508 was raised by way of a private placement.

       The Company's monthly general and  administrative  costs (e.g.  salaries,
       rent,  corporate expenses) are approximately  $200,000.  The Company also
       expects to spend approximately $1.3 million during the next twelve months
       towards the continued  development and  enhancement of its Websites.  The
       Company  anticipates,  subject to adequate  financing,  that by mid-2002,
       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 or other  securities  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, or sources of, 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   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 a banner
       advertising  sales  program,  to  implement  other sales  programs and to
       implement a premium  membership for its website  visitors,  the principal
       means of revenue generation for the Company's Internet markets.

                                       8

<PAGE>


2.     CAPITAL STOCK

       As of February 29,  2000,  the Company  completed a private  placement of
       1,277,600  units,  each  unit  consisting  of one  common  share  and one
       non-transferable warrant exercisable at $1.00 for two years from the date
       of the subscription.  The Company realized cash proceeds,  net of $64,400
       of finders'  fees,  in the amount of  $1,158,508  and was  relieved  from
       $25,000 of  liabilities  as a result of this  private  placement.  Of the
       total units issued, 54,600 units were issued to various broker/dealers as
       payment for  commissions  payable in connection  with this capital raise.
       The private placement increased the number of fully diluted common shares
       by 1,277,600 shares.



                                       9
<PAGE>


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

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. 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  that are  seeking  are to  utilize  the
Internet for commercial purposes. Reference is also made to the Company's Annual
Report  on  Form  10-KSB  as of  December  31,  1999.  To  achieve  its  primary
objectives, over the next twelve months, EWRX anticipates that it will:

     1)   Raise up to $5 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  Classictruck.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 March 2000, the Company has completed a
          portion  of this  work and  related  costs  have been  capitalized  as
          Website development costs.

     3)   Develop  other  related  Internet  sites that are  focused on specific
          communities  within  the  Specialty  Automotive  Aftermarket  such  as
          racing,  hot rods,  etc. The Company has  registered  the domain names
          "Speedwrx.com" and "Motorhood.com" for such purposes.

     4)   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.  Included in this development will be creation
          of the Motorhood.com and Speedwrx.com websites.

     5)   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.


                                       10
<PAGE>


     6)   Increase  brand  awareness  for  the   Motorwrx.com,   ClassicCar.com,
          Classictruck.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.

     7)   Expand services provided to third parties by North Fork WebWrx.  North
          Fork Webwrx is an  Internet  solutions  provider  serving a variety of
          businesses by 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
          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.

     8)   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,  and
subject to availability of financing,  the Company  estimates that it will incur
approximately  $1.275  million for  website  development  costs  during the next
twelve months.

                                       11
<PAGE>


REVENUES AND FINANCING

Through March 31, 2000,  the Company has 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.
Subsequently,  EWRX's efforts were primarily  focused on development of existing
and new web sites.  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.

The Company  anticipates  that 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.  Additional capital, as described in CAPITAL
RESOURCES  below,  will  be  required  for  significant   expansion  of  Website
capabilities  and other  Company  activities  such as  additional  Websites  and
related acquisitions.

During the first quarter of 2000 and throughout  1999,  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  period,
approximately $2.43 million ($1.4 million in 1999) has been raised from sales of
Common  Stock.  At March 31,  2000 there  were net  advances  from  Shareholders
amounting to $174,976  ($138,700 at December 31, 1999).  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.

The Company is continuing to investigate and solicit funding  primarily  through
private placements of its securities.

CAPITAL RESOURCES

As of February 29, 2000, the Company  completed a private placement of 1,277,600
units,  including  issuance of 54,600 units for commissions,  at $1.00 per unit.
Each  unit  consisted  of one  common  share  and one  non-transferable  warrant
exercisable  at $1.00  for two  years  from the  date of the  subscription.  Net
proceeds of approximately  $1.198 million was raised in cash and the Company was
relieved of $25,000 of liabilities.  The private placement  increased the number
of fully  diluted  common  shares by 1,277,600  shares.  This  placement was not
subject to an underwriting agreement.

The Company has had  preliminary  discussions  with third parties to raise up to
$20,000,000  using a  combination  of shares and warrants at the market price at
the time of any  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 $200,000. The Company anticipates, subject
to adequate financing,  that by mid-2002,  there will be sufficient revenue from
the operations of its websites from providing other Internet related services to
pay for these costs and related sales and marketing costs.

                                       12
<PAGE>


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 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 placed securities on behalf of the
Company outside of 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, and 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.  From its formation in 1997 through 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 in 2000 were derived primarily from banner advertising on
Company websites.

Salaries and benefits  increased  in 2000 when  compared to 1999  primarily as a
result of increases in personnel in the second half of 1999 in  connection  with
commencing  e-commerce  operating  activities as a result of the  acquisition of
Classic Car Source and North Fork completed in June 1999.

Consulting,  management and professional fees are primarily accounting and legal
expenses. Increases in these expenses in 2000 when compared to 1999 are a result
of costs  incurred  relating to the  acquisition of Classic Car Source and North
Fork and  completion  of the  Company's  registration  of  securities  under the
Securities Exchange Act of 1934.

                                       13
<PAGE>


Marketing and promotion cost in 2000 pertain to creating broad awareness  within
the Internet  community of the Company's  websites and its related  products and
services.  All such costs were incurred subsequent to the acquisition of Classic
Car and North Fork.

Overall during 2000, general and administrative expenses increased when compared
to 1999  as a  result  of  commencing  operating  activities  subsequent  to the
acquisitions of Classic Car and North Fork. Higher costs resulted from increased
staff,  enlarging  office  facilities  to  include  two  locations,   and  other
administrative  expenses.  Such  increases  occurred  primarily in the third and
fourth  quarters  of  1999  and  are  expected  to be  ongoing  at the  rate  of
approximately $200,000 per month.

Increases in depreciation  and amortization in 2000 when compared to 1999 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 has not  incurred  any
liability related to income taxes.





                                       14
<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:

        Date of Filing      Date of Event       Item Reported
        --------------      -------------       -------------

        February 14, 2000   February 1, 2000    Item 5 - Approval by the
                                                National Association of
                                                Securities Dealers, Inc.
                                                for trading on the OTC-BB
                                                effective January 28, 2000

        March 7, 2000       February 29, 2000   Item 5 - Completion of
                                                private placement under
                                                Regulation D and Regulation S
                                                of the Securities Act of 1933,
                                                as amended


                                      15
<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)


May 12, 2000                          By  /s/ Ronald C. Davis
                                         -------------------------------------
                                         Ronald C. Davis
                                         President and Chief Executive Officer


May 12, 2000                          By /s/ Richard P. Ott
                                         -------------------------------------
                                         Richard P. Ott
                                         Treasurer and Chief Accounting Officer





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