<PAGE>


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

                                   FORM 10-QSB
(Mark One)

[X]    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
       OF 1934
                For the quarterly period ended September 30, 2002
                                       OR
[ ]    TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
       ACT OF 1934

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

                         Commission file number 0-27751


                            WORLDQUEST NETWORKS, INC.
        (Exact name of small business issuer as specified in its charter)

                      Delaware                                 75-2838415
           (State or other jurisdiction of                  (I.R.S. Employer
           Incorporation or organization)                 Identification No.)

    14911 Quorum Drive, Suite 140, Dallas, Texas                 75254
      (Address of principal executive offices)                 (Zip Code)

   Issuer's telephone number, including area code:           (972) 361-1980


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the issuer was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
YES   X      NO
    -----       -----

At October 31, 2002, the registrant had outstanding 6,386,199 shares of par
value $.01 common stock.

Transitional Small Business Disclosure Format (check one):

                 Yes        No   X
                     -----     -----



                                      -1-


<PAGE>



                            WORLDQUEST NETWORKS, INC.

                          PART I--FINANCIAL INFORMATION

                          Item 1. Financial Statements.


                      CONDENSED CONSOLIDATED BALANCE SHEETS


<Table>
<Caption>
                                                                        SEPTEMBER 30,       DECEMBER 31,
                                                                             2002               2001
                                                                        --------------     --------------
                                                                         (unaudited)
<S>                                                                     <C>                <C>
Current assets:
     Cash and cash equivalents .....................................    $   20,927,012     $   25,039,398
     Accounts receivable, net ......................................           309,998            174,098
     Prepaid expenses and other current assets .....................           424,643            277,023
                                                                        --------------     --------------
Total current assets ...............................................        21,661,653         25,490,519

Property and equipment, net ........................................         1,803,034          2,036,378
                                                                        --------------     --------------
Total assets .......................................................    $   23,464,687     $   27,526,897
                                                                        ==============     ==============

Current liabilities:
     Accounts payable ..............................................    $      999,212     $    1,455,422
     Accrued expenses ..............................................           265,548            354,226
     Deferred revenue ..............................................           179,109            215,116
     Current portion of term loan ..................................                --            925,000
                                                                        --------------     --------------
Total current liabilities ..........................................         1,443,869          2,949,764

Promissory note ....................................................           300,000            300,000

Commitments and contingencies

Stockholders' equity:
     Preferred stock, par value $0.01 per share;
          Authorized shares--10,000,000; none issued and
          outstanding at September 30, 2002 and December 31, 2001 ..                --                 --
     Common stock, par value $0.01 per share;
          Authorized shares--50,000,000; issued and
          outstanding shares-- 6,386,199 at September 30,
          2002 and 6,381,199 at December 31, 2001 ..................            63,862             63,812
     Additional capital ............................................        41,994,594         41,989,644
     Accumulated deficit ...........................................       (20,337,638)       (17,776,323)
                                                                        --------------     --------------
Total stockholders' equity .........................................        21,720,818         24,277,133
                                                                        --------------     --------------
Total liabilities and stockholders' equity .........................    $   23,464,687     $   27,526,897
                                                                        ==============     ==============
</Table>

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



                                      -2-

<PAGE>


                           WORLDQUEST NETWORKS, INC..
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)



<Table>
<Caption>
                                                          THREE MONTHS ENDED SEPTEMBER 30,  NINE MONTHS ENDED SEPTEMBER 30,
                                                          --------------------------------  -------------------------------
                                                              2002               2001            2002              2001
                                                          -------------      -------------  -------------     -------------
<S>                                                        <C>              <C>              <C>              <C>
Revenues:
Retail prepaid calling card revenue ...................    $  2,891,557     $  2,739,869     $  8,536,521     $  7,228,939
Wholesale traffic and other ...........................         130,715          126,275          300,337        2,236,308
                                                           ------------     ------------     ------------     ------------
     Total revenue ....................................       3,022,272        2,866,144        8,836,858        9,465,247
Cost of revenue .......................................       2,141,026        2,348,383        6,990,482        8,256,728
                                                           ------------     ------------     ------------     ------------
Gross profit ..........................................         881,246          517,761        1,846,376        1,208,519
Operating expenses:
Selling, general and administrative ...................       1,209,115        1,477,796        3,870,415        4,660,369
Depreciation and amortization .........................         273,076          262,394          797,488        1,103,498
Impairment charges and other write-offs ...............              --          374,590               --        2,547,920
Minority interest .....................................              --          (38,529)              --         (352,569)
                                                           ------------     ------------     ------------     ------------
Total operating expenses ..............................       1,482,191        2,076,251        4,667,903        7,959,218
                                                           ------------     ------------     ------------     ------------
Operating loss ........................................        (600,945)      (1,558,490)      (2,821,527)      (6,750,699)
Interest income, net ..................................          80,160          218,281          260,212          861,345
                                                           ------------     ------------     ------------     ------------
Net loss ..............................................    $   (520,785)    $ (1,340,209)    $ (2,561,315)    $ (5,889,354)
                                                           ============     ============     ============     ============

Net loss per share - basic and diluted ................    $      (0.08)    $      (0.21)    $      (0.40)    $      (0.92)
                                                           ============     ============     ============     ============

Weighted average common shares outstanding - basic
and diluted ...........................................       6,386,199        6,381,199        6,385,699        6,381,199
                                                           ============     ============     ============     ============
</Table>

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



                                      -3-



<PAGE>


                            WORLDQUEST NETWORKS, INC.
            CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                   (UNAUDITED)


<Table>
<Caption>
                                          COMMON            STOCK          ADDITIONAL      ACCUMULATED
                                          SHARES            AMOUNT          CAPITAL          DEFICIT           TOTAL
                                       -------------    -------------    -------------    -------------     -------------
<S>                                    <C>              <C>              <C>              <C>               <C>
Balance at December 31, 2001 ......        6,381,199    $      63,812    $  41,989,644    $ (17,776,323)    $  24,277,133
Exercise of stock options .........            5,000               50            4,950               --             5,000
Net loss ..........................               --               --               --       (2,561,315)       (2,561,315)
                                       -------------    -------------    -------------    -------------     -------------
Balance at September 30, 2002 .....        6,386,199    $      63,862    $  41,994,594    $ (20,337,638)    $  21,720,818
                                       =============    =============    =============    =============     =============
</Table>

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



                                      -4-

<PAGE>


                            WORLDQUEST NETWORKS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


<Table>
<Caption>
                                                           NINE MONTHS ENDED SEPTEMBER 30,
                                                          ---------------------------------
                                                               2002              2001
                                                          --------------     --------------
<S>                                                       <C>                <C>

OPERATING ACTIVITIES

Net loss .............................................    $   (2,561,315)    $   (5,889,354)

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
   USED IN OPERATING ACTIVITIES:
     Depreciation and amortization ...................           797,488          1,103,499
     Impairment charges and other write-offs .........                --          2,547,920
     Minority interest in joint ventures .............                --           (666,998)
Changes in operating assets and liabilities:
     Accounts receivable .............................          (135,900)           977,955
     Accrued Interest ................................                --           (320,436)
     Accounts payable and accrued expenses ...........          (287,907)          (574,419)
     Deferred revenue ................................           (36,007)            74,053
     Other assets ....................................          (147,620)           350,450
                                                          --------------     --------------
Net cash used in operating activities ................        (2,371,261)        (2,397,330)

INVESTING ACTIVITIES
Net additions to property and equipment ..............          (821,124)          (583,080)
                                                          --------------     --------------
Net cash used in investing activities ................          (821,124)          (583,080)

FINANCING ACTIVITIES
Payments on term loan ................................          (925,000)          (175,000)
Proceeds from exercise of stock options ..............             5,000                 --
                                                          --------------     --------------
Net cash provided by financing activities ............          (920,000)          (175,000)

Decrease in cash and cash equivalents ................        (4,112,386)        (3,155,410)
Cash and cash equivalents at beginning of period .....        25,039,398         29,012,196
                                                          ==============     ==============
Cash and cash equivalents at end of period ...........    $   20,927,012     $   25,856,786
                                                          ==============     ==============

Supplemental Disclosure of Cash Flow Information:
Interest paid ........................................    $       47,368     $      384,797
                                                          ==============     ==============
Cash paid for fair value of assets acquired ..........    $      256,980     $           --
                                                          ==============     ==============
</Table>

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



                                      -5-

<PAGE>


                            WORLDQUEST NETWORKS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.      BASIS OF PRESENTATION

        The accompanying unaudited condensed consolidated financial statements
of WorldQuest Networks, Inc. and subsidiaries (collectively, the "Company") have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-QSB and Item
310(b) of Regulation S-B. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for annual financial statements. In the opinion of management, all adjustments
(consisting only of normal recurring accruals) considered necessary for a fair
presentation have been included. The results for the interim periods presented
are not necessarily indicative of the results that may be expected for any
future period. The balance sheet at December 31, 2001 has been derived from the
audited financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. The financial statements in this Form 10-QSB
should be read in conjunction with the financial statements and notes thereto
included in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 2001. Certain reclassifications have been made to the 2001
financial statements to conform to the 2002 presentation.

2.      NET LOSS PER SHARE

        Stock options and warrants convertible into 1,787,667 and 1,967,969
shares of the Company's common stock at September 30, 2002 and 2001,
respectively, are excluded from the calculation of net loss per share as their
effect would be antidilutive.

3.      RELATED PARTY TRANSACTIONS

        For the nine months ended September 30, 2002, the Company paid
outstanding interest of $47,000 on the term loan from Eagle Venture Capital, a
significant stockholder of the Company, which is controlled by the Company's
Chairman. The principal balance of $925,000 on the term loan from Eagle Venture
Capital due May 5, 2002 was paid to Eagle Venture Capital on July 24, 2002,
thereby satisfying in full the Company's obligation on the term loan. The
Company also had a $1,400,000 line of credit with Eagle Venture Capital, none of
which was outstanding and which expired on May 5, 2002.

4.      IMPAIRMENT CHARGES AND OTHER WRITE-OFFS

         During the quarter ended March 31, 2001, the Company wrote-off
approximately $301,000 of foreign termination equipment no longer in operation
and owned by one of the Company's majority owned joint venture operations to
install and operate Internet gateways in foreign locations. During the second
quarter of 2001, the joint venture ceased terminating traffic due to the loss of
available circuits resulting in the cessation of the joint venture's operations.
Accordingly, the Company wrote-off its investment in the joint venture resulting
in a loss of $1,300,000.

         During the quarter ended September 30, 2001, one of the Company's
majority-owned joint venture operations to install and operate Internet gateways
in foreign locations ceased terminating traffic due to the loss of available
circuits resulting in the cessation of the joint venture operations.
Accordingly, the Company wrote-off its investment in the joint venture resulting
in a loss of $375,000.

         In 1999, the Company formed a joint venture with BDC, LLC, a company
owned by a director of the Company. BDC contributed $50,000 to the joint venture
and the Company agreed to obtain Internet gateways and to install and operate
the gateways. The Company owned 60% of the joint venture and in April 2000
purchased the remaining 40% interest for $600,000, which was recorded as
goodwill to be amortized over 5 years. In 2001, the joint venture ceased
operations due to the loss of available economic circuits to terminate traffic.
Accordingly, the Company wrote-off the remaining goodwill of $434,000 in June
2001, which is included as an impairment charge in the statement of operations.

         During the second quarter of 2001, the Company wrote-off certain
deposits and other assets incurred to terminate traffic in foreign locations due
to the unavailability of those circuits. The write-off totaling approximately
$140,000 is included as a component of impairment charges.



                                      -6-

<PAGE>

5.      SIGNIFICANT TRANSACTIONS

         In the quarter ended March 31, 2001, the Company recorded an allowance
for doubtful accounts receivables of approximately $749,000 relating to amounts
owed by a wholesale traffic customer who ceased terminating traffic through the
Company's network during February 2001. In the quarter ended March 31, 2002, the
Company received a cash payment of $100,000 and a note receivable of $200,000 in
satisfaction for the receivable outstanding from this wholesale customer. The
note receivable bears interest at 12% per annum with principal and interest
payments due monthly, and has been fully reserved. As of September 30, 2002, the
company has received approximately $21,000 in payments related to the note
receivable.

6.      CONTINGENCIES

         In December 1996, we applied to the United States Patent and Trademark
Office to register the trademarks: "WorldQuest" and "WorldQuest Networks." We
received a registration for the trademark "WorldQuest" from the U.S. Patent and
Trademark Office on November 23, 1999. In October 1997, the Patent and Trademark
Office issued a notice of publication regarding our application to register
"WorldQuest Networks" as a trademark. In response to that notice, Qwest
Communications filed a notice of opposition in September 1998, which is
currently pending before the Patent and Trademark Office. In July 2000, Qwest
Communications instituted a cancellation proceeding in the Patent and Trademark
Office for the registered trademark "WorldQuest." In December 2001, a judgment
was made in the Company's favor whereby Qwest's motion to cancel our
"WorldQuest" trademark was dismissed. However, Qwest filed a motion appealing
the judgment which is currently pending. If we do not prevail, the registration
for "WorldQuest" will be cancelled, we will not be able to obtain a registration
trademark for "WorldQuest Networks" and we could be required to stop using the
names or pay a fee to Qwest for permission to use the names.

         The Company is a defendant from time to time in lawsuits and disputes
arising in the ordinary course of business. We are not involved in any other
material legal proceedings at this time.

7.      RECENT ACCOUNTING PRONOUNCEMENTS

         In July 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 141 "Business Combinations" which requires
the purchase method of accounting for business combination transaction initiated
after June 30, 2001. In July 2001, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 142 "Goodwill and Other
Intangible Assets". The Statement requires that goodwill recorded on
acquisitions completed prior to July 21, 2001 be amortized through December 31,
2001. Effective January 1, 2002, goodwill will no longer be amortized but will
be tested for impairment as set forth in the Statement. The adoption of these
standards did not have a significant effect on our results of operations or
financial position.

         In August 2001, the Financial Accounting Standards Board issued
Statement of Financial Accounting No. 144, "Accounting for the Impairment of
Disposal of Long-Lived Assets" ("SFAS 144"). SFAS 144 supercedes Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of ". The provisions of this new statement are
effective for financial statements issued for fiscal years beginning after
December 15, 2001. The adoption of this standard did not have a significant
effect on our results of operations or financial position.



                                      -7-

<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         The following discussion of the financial condition and results of
operations of WorldQuest Networks, Inc. should be read in conjunction with the
Management's Discussion and Analysis or Plan of Operation (including Risk
Factors That May Affect Results of Operations and Financial Condition) and the
Consolidated Financial Statements and the Notes thereto included in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 2001.

FORWARD-LOOKING STATEMENTS

         Certain statements in this report, including statements of WorldQuest's
and management's expectations, intentions, plans and beliefs, including those
contained in or implied by "Management's Discussion and Analysis or Plan of
Operation" and the Notes to Condensed Consolidated Financial Statements, are
"forward-looking statements", within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are
subject to certain events, risks and uncertainties that may be outside
WorldQuest's control. These forward-looking statements include statements of
management's plans and objectives for WorldQuest's future operations and
statements of future economic performance, information regarding our expansion
and possible results from expansion, our expected growth, our capital budget and
future capital requirements, the availability of funds and our ability to meet
future capital needs, the realization of our deferred tax assets, and the
assumptions described in this report underlying such forward-looking statements.
Actual results and developments could differ materially from those expressed in
or implied by such statements due to a number of factors, including, without
limitation, those described in the context of such forward-looking statements,
our expansion and acquisition strategy, our ability to achieve operating
efficiencies, our dependence on network infrastructure, capacity,
telecommunications carriers and other suppliers, industry pricing and technology
trends, evolving industry standards, domestic and international regulatory
matters, general economic and business conditions, the strength and financial
resources of our competitors, our ability to find and retain skilled personnel,
the political and economic climate in which we conduct operations and the risk
factors described from time to time in our other documents and reports filed
with the Securities and Exchange Commission (the "Commission").

OVERVIEW

         We are an international Internet telephony and money transfer company.
Our customers utilize our networks of Internet gateways and other traditional
networks to place long-distance calls online at discounted rates. We also sell
virtual calling cards processed through other companies' platforms including
prepaid wireless and prepaid Internet and from time to time we sell our excess
capacity to other long distance carriers. We market our WebOrganizer, an
intelligent address book and calendar that enables customers to make domestic
and international phone calls from anywhere in the world. Through our
wholly-owned subsidiary, buyindiaonline.com (known as Cash2India.com), we also
provide a web service that enables customers to send money and a personalized
message from the United States, Canada and the United Kingdom to friends,
family, or others in India, Sri Lanka, Mexico and the Philippines over our Web,
telephony and other networks.

         During September 2002 we began selling a new multi-purpose stored-value
card through a pilot program in Dallas, Texas. The new product, the WorldQuest
CashCard, can be used to withdraw money or check balances at ATM's worldwide and
to pay for merchandise at any location associated with the Plus(R), Pulse(R) or
Star(R) Networks. The WorldQuest CashCard is currently available at nine grocery
and convenience stores, as well as at a kiosk in a Dallas area mall. The new
stored-value card also serves as a prepaid long-distance calling card.
WorldQuest CashCard holders can add money to their card via the direct deposit
of their paychecks, by cashing their paychecks, by ACH transfer and by using
cash, credit cards, or electronic checks.

         As of September 30, 2002, Eagle Venture Capital, LLC ("Eagle Venture")
owned approximately 2.6 million, 42%, of our outstanding shares of common stock.
Eagle Venture is primarily owned by our founder and Chairman of the Board.

         Our primary source of revenue is the fees that we receive from our
retail customers for completing calls over our network and contain a variable
expense component, which varies proportionately with the volume of traffic
carried over our network. This revenue is dependent on the volume of voice
traffic carried over the network, which is measured in terms of minutes of voice
traffic and the fees per minute of traffic we charge our customers. We recognize
this revenue in the period the call is completed. We bill our retail customers
on a prepaid basis through credit cards.

         Cost of revenue consists primarily of data communication and
telecommunication expenses to terminate long distance traffic over our networks
and are largely proportional to the traffic carried over our network. These
costs include Internet related expenses to send voice traffic over the Internet,
primarily fees we pay to terminate calls, fees we pay to utilize the traditional
telephone network to terminate our calls and expenses incurred to connect our
customers to our network.

         Selling, general and administrative expenses consist of advertising and
promotional expenditures, payroll and related expenses for executive and
administrative personnel, facilities expenses, professional services expenses,
travel and other general



                                      -8-

<PAGE>

corporate expenses. We expect selling, general and administrative expenses to
increase in absolute dollars but decrease as a percentage of revenue as our
sales volume increases.

CRITICAL ACCOUNTING POLICIES

         Financial Reporting Release No. 60, which was recently published by the
SEC, recommends that all companies include a discussion of critical accounting
policies used in the preparation of their financial statements. The Company's
significant accounting policies are summarized in Note 2 of its consolidated
financial statements included in the Company's Annual Report on Form 10-KSB for
the year ended December 31, 2001. While all these significant accounting
policies impact its financial condition and results of operations, the Company
views certain of these policies as critical. Policies determined to be critical
are those policies that have the most significant impact on the Company's
financial statements and require management to use a greater degree of judgment
and/or estimates. Actual results may differ from those estimates. The Company
believes that given current facts and circumstances, it is unlikely that
applying any other reasonable judgments or estimate methodologies would cause a
material effect on the Company's consolidated results of operations, financial
position or liquidity for the periods presented in this report. The accounting
policies identified as critical are as follows:

REVENUE RECOGNITION

         The Company recognizes revenues in accordance with generally accepted
accounting principles as outlined in Staff Accounting Bulletin No. 101 ("Revenue
Recognition in Financial Statements") which requires that four basic criteria be
met before revenue can be recognized: (1) persuasive evidence of an arrangement
exists, (2) product delivery, including customer acceptance, has occurred or
services have been rendered, (3) the price is fixed or determinable and (4)
collectibility is reasonably assured. The Company believes that its revenue
recognition policy is critical because revenue is a very significant component
of its results of operations. We bill our retail calling card customers on a
prepaid basis through credit cards and recognize the revenue in the period in
which the call is completed. A substantial portion of the Company's revenues is
derived from the sale of prepaid phone cards that are used for calls to India.

PROPERTY AND EQUIPMENT

          Property and equipment are depreciated over their useful lives. Useful
lives are based on management's estimates of the period that the assets will
generate revenue. Any change in conditions that would cause management to change
its estimate as to the useful lives of a group or class of assets may
significantly impact the Company's depreciation expense on a prospective basis.

INCOME TAXES

         As of September 30, 2002, we had approximately $17.2 million of net
operating loss carry forwards for federal income tax purposes, which expire
beginning in 2011. We have not recognized an income tax benefit for our losses
because of uncertainty regarding future realizability and have provided a full
valuation allowance on our deferred tax assets.

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 2001

REVENUE

         Revenue increased approximately 5% to $3,022,000 for the three months
ended September 30, 2002 from $2,866,000 for the three months ended September
30, 2001. This $156,000 increase is due to a $152,000 increase in retail prepaid
calling card revenues, a $131,000 increase in money transfer revenue and a
$126,000 decrease in wholesale telecom revenue. The increase in retail telecom
revenue is primarily attributable to an increase in our retail customer base and
the increase in money transfer revenue is due to the acquisition of Cash2India
in December 2001. The decrease in wholesale telecom revenue is attributable to
the Company's decision to focus on higher margin retail sales and away from
lower margin, higher risk wholesale carrier sales, in the second quarter of
2001. We expect revenues in future periods to be comprised primarily of retail
revenues; however, we may supplement our revenue with wholesale traffic as we
see financially beneficial opportunities.

COST OF REVENUE

         Cost of revenue decreased approximately 9% to $2,141,000 for the three
months ended September 30, 2002 from $2,348,000 for the three months ended
September 30, 2001. This $207,000 decrease is primarily attributable to the
absence of lower margin wholesale revenue, the inclusion of higher margin money
transfer revenue and the improvement in our gross margin percentage of our
retail prepaid calling card revenue. Gross margin percentage for the September
30, 2002 quarter was approximately 29% compared to approximately 18% in the
September 30, 2001 quarter and to approximately 18% in the second quarter of
2002. The increase in gross margin percentage of our retail prepaid calling card
revenue is primarily attributable to favorable rate improvements in our lease
agreements with carriers to terminate calls and to favorable rates obtained from
our



                                      -9-

<PAGE>

suppliers of virtual calling cards that we resell. We expect cost of revenues to
increase in absolute dollars in future periods but decrease as a percentage of
revenue as our retail sales volume increases.

SELLING, GENERAL AND ADMINISTRATIVE

         Selling, general and administrative expenses decreased approximately
18% to $1,209,000 for the three months ended September 30, 2002 from $1,478,000
for the three months ended September 30, 2001. The decrease in selling, general
and administrative expenses for the 2002 quarter is due primarily to reduced
personnel costs and reduced legal fees in connection with the Qwest litigation
which took place in the third and fourth quarters of 2001 (see Part II, Item I),
partially offset by increased sales and marketing due to the introduction of the
WorldQuest CashCard. We expect selling, general and administrative expenses to
increase in absolute dollars, but decrease as a percentage of revenue, as we
continue to pursue advertising and marketing efforts, and incur additional costs
related to the growth of our business.

DEPRECIATION AND AMORTIZATION

         Depreciation and amortization increased approximately 4% to $273,000
for the three months ended September 30, 2002 from $262,000 for the three months
ended September 30, 2001. The increase in depreciation and amortization is
primarily attributable to a higher depreciable base in property and equipment in
the 2002 quarter due to capital expenditures since the year-ago quarter.

IMPAIRMENT CHARGES AND OTHER WRITE-OFFS

         During the quarter ended September 30, 2001, one of the Company's
majority-owned joint venture operations to install and operate Internet gateways
in foreign locations ceased terminating traffic due to the loss of available
circuits resulting in the cessation of the joint venture operations.
Accordingly, during the quarter ended September 30, 2001, the Company wrote-off
its investment in the joint venture resulting in a loss of $375,000. The Company
did not have any impairment charges or other write-offs during the quarter ended
September 30, 2002.

MINORITY INTEREST

         Minority interest for the three months ended September 30, 2001, was a
benefit of $39,000. There was no minority interest in the 2002 period due to the
cessation of the joint ventures in which the Company had a majority interest
during 2001.

INTEREST INCOME, NET

         Interest income, net consists of interest earned on cash and cash
equivalents less interest expense on borrowings under a credit facility with our
principal stockholder, Eagle Venture Capital, and our promissory note. Interest
earned on cash and cash equivalents decreased to $86,000 for the three months
ended September 30, 2002 from $239,000 for the three months ended September 30,
2001. This decline is due to an overall decrease in short-term interest rates in
the United States financial markets and to a decrease in the average cash
balance invested. Interest expense for the 2002 quarter totaled $6,000 compared
to $22,000 in the comparable 2001 quarter due to the repayment of our credit
facility with Eagle Venture Capital on July 24, 2002.

NET LOSS

         We incurred a net loss of $521,000 for the three months ended September
30, 2002 as compared to a net loss of $1,340,000 for the three months ended
September 30, 2001. The decrease of $819,000 in net loss in the 2002 quarter is
partly attributable to gross margin improvements and a reduction in selling,
general and administrative expenses offset by lower interest income. In
addition, the 2001 quarter includes an impairment charge of $375,000.

NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2001

REVENUE

         Revenue decreased approximately 7% to $8,837,000 for the nine months
ended September 30, 2002 from $9,465,000 for the nine months ended September 30,
2001. This $628,000 decrease is a result of a $2,236,000 decrease in wholesale
telecom revenues offset by a $1,308,000 increase in retail prepaid calling card
revenues and a $300,000 increase in money transfer revenue. The decrease in
wholesale revenue is due primarily to the Company's decision in the second
quarter of 2001 to focus on higher-margin retail sales and away from
lower-margin, higher risk wholesale carrier sales. One customer accounted for
$898,000 or 40% of our wholesale revenues for the nine months ended September
30, 2001. The increase in retail prepaid calling card revenue is primarily
attributable to an increase in our retail customer base and the increase in
money transfer revenue is due



                                      -10-

<PAGE>

to the acquisition of Cash2India in December 2001. We expect revenues in future
periods to be comprised primarily of retail revenues, however, we may supplement
our revenue with wholesale traffic as we see financially beneficial
opportunities.

COST OF REVENUE

         Cost of revenue decreased approximately 15% to $6,990,000 for the nine
months ended September 30, 2002 from $8,257,000 for the nine months ended
September 30, 2001. Gross margin percentage for the September 30, 2002 period
was approximately 21% compared to approximately 13% in the September 30, 2001
period. This $1,267,000 decrease is primarily attributable to a decrease in
wholesale revenues and improvement in the gross margin percentage of our retail
prepaid calling card business. The increase in gross margin percentage is
primarily attributable to the Company's decision in the second quarter of 2001
to focus on higher margin retail sales and away from lower margin, higher risk
wholesale carrier sales and, in the third quarter 2002, to favorable rate
improvements in our lease agreements with carriers to terminate calls and with
our suppliers of virtual calling cards which we resell. We expect cost of
revenues to increase in absolute dollars in future periods but decrease as a
percentage of revenue as our retail sales volume increases.

SELLING, GENERAL AND ADMINISTRATIVE

         Selling, general and administrative expenses decreased approximately
17% to $3,870,000 for the nine months ended September 30, 2002 from $4,660,000
for the nine months ended September 30, 2001. Selling, general and
administrative expenses for the 2001-period include bad debt expense of $749,000
attributable to one wholesale customer while the September 30, 2002 period
includes a $121,000 benefit from a cash payment collected from the same
wholesale customer. Also, the decrease in the 2002 period is due to reduced
personnel costs and reduced legal fees in connection with the Quest litigation
which took place in the third and fourth quarters of 2001 (see Part II, Item I),
partially offset by increased sales and marketing due to the introduction of the
WorldQuest CashCard. We expect selling, general and administrative expenses to
increase in absolute dollars, but decrease as a percentage of revenue, as we
continue to pursue advertising and marketing efforts, and incur additional costs
related to the growth of our business.

DEPRECIATION AND AMORTIZATION

         Depreciation and amortization decreased approximately 28% to $797,000
for the nine months ended September 30, 2002 from $1,103,000 for the nine months
ended September 30, 2001. The decrease in depreciation and amortization is
primarily attributable to a lower depreciable base in property and equipment and
other assets in the 2002 quarter due to the write-downs of certain assets
recorded primarily in the quarters ended June 30, 2001 and September 30, 2001.

IMPAIRMENT CHARGES AND OTHER WRITE-OFFS

         During the nine month period ended September 30, 2002, the Company did
not have any write-offs. During the nine month period ended September 30, 2001,
the Company wrote-off $2,598,000 as described below.

         During the quarter ended March 31, 2001, the Company wrote-off
approximately $301,000 of foreign termination equipment no longer in operation
and owned by one of the Company's majority owned joint venture operations to
install and operate Internet gateways in foreign locations. During the second
quarter of 2001, the joint venture ceased terminating traffic due to the loss of
available circuits resulting in the cessation of the joint venture's operations.
Accordingly, the Company wrote-off its investment in the joint venture resulting
in a loss of $1,300,000.

         During the quarter ended September 30, 2001, one of the Company's
majority-owned joint venture operations to install and operate Internet gateways
in foreign locations ceased terminating traffic due to the loss of available
circuits resulting in the cessation of the joint venture operations.
Accordingly, the Company wrote-off its investment in the joint venture resulting
in a loss of $375,000.

         In 1999, the Company formed a joint venture with BDC, LLC, a company
owned by a director of the Company. BDC contributed $50,000 to the joint venture
and the Company agreed to obtain Internet Gateways and to install and operate
the gateways. The Company owned 60% of the joint venture and in April 2000
purchased the remaining 40% interest for $600,000, which was recorded as
goodwill to be amortized over 5 years. In 2001, the joint venture ceased
operations due to the loss of available economic circuits to terminate traffic.
Accordingly, the Company wrote-off the remaining goodwill of $434,000 in June
2001, which is included as an impairment charge in the statement of operations.

         During the second quarter of 2001, the Company wrote-off certain
deposits and other assets incurred to terminate traffic in foreign locations due
to the unavailability of those circuits. The write-off totaling approximately
$140,000 is included as a component of impairment charges.



                                      -11-


<PAGE>

MINORITY INTEREST

         Minority interest for the nine months ended September 30, 2001, was a
benefit of $353,000. There was no minority interest in the 2002 period due to
the cessation of the joint ventures in which the Company had a majority interest
during 2001.

INTEREST INCOME, NET

         Interest income, net consists of interest earned on cash and cash
equivalents less interest expense on borrowings under a credit facility with our
principal stockholder, Eagle Venture Capital, and our promissory note. Interest
earned on cash and cash equivalents decreased to $307,000 for the nine months
ended September 30, 2002 from $926,000 for the nine months ended September 30,
2001. This decline is due to an overall decrease in short-term interest rates in
the United States financial markets and to a decrease in the average cash
balance invested. Interest expense for the 2002 period totaled $47,000 compared
to $64,000 in the comparable 2001 quarter.

NET LOSS

         We incurred a net loss of $2,561,000 for the nine months ended
September 30, 2002 as compared to a net loss of $5,889,000 for the nine months
ended September 30, 2001. The decrease of $3,328,000 in net loss in the 2002
period is primarily attributable to gross margin improvements of $638,000,
reductions in selling, and general and administrative expenses of $790,000 and
reduced depreciation expense of $306,000, which were offset by lower interest
income of $600,000. In addition, the 2001 period includes a bad debt expense of
$749,000, an impairment charge of $2,548,000 and a minority interest benefit of
$353,000.

LIQUIDITY AND CAPITAL RESOURCES

         As of September 30, 2002, we had approximately $20,927,000 of cash and
cash equivalents and working capital of approximately $20,218,000. We generated
negative cash flow from operating activities of approximately $2,371,000 during
the nine months ended September 30, 2002, compared with negative cash flow from
operating activities of approximately $2,397,000 during the nine months ended
September 30, 2001. Net cash used in operating activities for the 2002 and 2001
periods primarily consisted of net operating losses as well as changes in
working capital.

         Net cash used in investing activities consists of additions to property
and equipment, including computer equipment and Internet gateways for voice over
the Internet transmission. Net cash used in investing activities was $821,000
for the nine months ended September 30, 2002 and $583,000 for the nine months
ended September 30, 2001. Net cash used in investing activities for the nine
months ended September 30, 2002 includes $257,000 cash paid for the fair value
of assets acquired in connection with the Cash2India acquisition.

         As of September 30, 2002, we had long-term debt outstanding of $300,000
which consists of a promissory note bearing interest at prime less 2.25% per
annum and is due in October of 2003. The promissory note is secured by a
$300,000 certificate of deposit bearing interest of 2.2% per annum. During the
quarter ended September 30, 2002 we repaid our $925,000 term loan from Eagle
Venture Capital, a significant stockholder of the Company, which is controlled
by the Company's Chairman. The Company also had a $1,400,000 line of credit with
Eagle Venture Capital, none of which was outstanding, and which expired on May
5, 2002.

         In November 2002, the Company's board of Directors authorized a common
stock repurchase program. Under the plan, WorldQuest can use up to $1 million
of existing cash reserves to buy back its common stock over a one-year period.
These repurchases will be made from time to time in the open market or in
privately negotiated transactions in compliance with SEC Rule 10b-18, subject
to market conditions, legal requirements and other factors. The plan does not
obligate WorldQuest to acquire any particular amount of stock, and it may be
suspended at any time at WorldQuest's discretion. As of November 11, 2002 the
Company had not repurchased any shares.

         We currently anticipate that our existing cash resources will be
sufficient to meet our anticipated needs for working capital and capital
expenditure requirements through at least the next 24 months. We may need to
raise additional funds prior to the expiration of such period if, for example,
we pursue business or technology acquisitions or experience operating losses
that exceed our current expectations. If we raise additional funds through the
issuance of equity, equity-related or debt securities, such securities may have
rights, preferences or privileges senior to those of the rights of our common
stock and our stockholders may experience additional dilution. We cannot be
certain that additional financing will be available to us on favorable terms
when required, or at all.

INCOME TAXES

         As of September 30, 2002, we had approximately $17.2 million of net
operating loss carry forwards for federal income tax purposes, which expire
beginning in 2011. We have not recognized an income tax benefit for our losses
because of uncertainty regarding future realizability and have provided a full
valuation allowance on our deferred tax assets. Limitations on the utilization
of these carry forwards may result if we experience a change of control, as
defined in the Internal Revenue Code of 1986, as amended, as a result of changes
in the ownership or our common stock.



                                      -12-
<PAGE>

RECENT ACCOUNTING PRONOUNCEMENTS

         In July 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 141 "Business Combinations" which requires
the purchase method of accounting for business combination transaction initiated
after June 30, 2001. In July 2001, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 142 "Goodwill and Other
Intangible Assets". The Statement requires that goodwill recorded on
acquisitions completed prior to July 21, 2001 be amortized through December 31,
2001. Effective January 1, 2002, goodwill will no longer be amortized but will
be tested for impairment as set forth in the Statement. The adoption of these
standards did not have a significant effect on our results of operations or
financial position.

         August 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting No. 144, "Accounting for the Impairment of Disposal of
Long-Lived Assets" (SFAS 144). SFAS 144 supercedes Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of ("SFAS 121"). The provisions of this statement are effective for
financial statements issued for fiscal years beginning after December 15, 2001.
The adoption of this standard did not have a significant effect on our results
of operations or financial position.

ITEM 3. CONTROLS AND PROCEDURES

         Based on their evaluation, as of a date within ninety days of the
filing of this Report on Form 10-QSB, the Company's Chief Executive Officer and
Chief Financial Officer have concluded that the Company's disclosure controls
and procedures (as defined in rules 132a-14 and 15d-14 under the Securities
Exchange Act of 1934) are effective. There have been no significant changes in
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.



                                      -13-

<PAGE>


PART II-OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

         In December 1996, we applied to the United States Patent and Trademark
Office to register the trademarks: "WorldQuest" and "WorldQuest Networks." We
received a registration for the trademark "WorldQuest" from the U.S. Patent and
Trademark Office on November 23, 1999. In October 1997, the Patent and Trademark
Office issued a notice of publication regarding our application to register
"WorldQuest Networks" as a trademark. In response to that notice, Qwest
Communications filed a notice of opposition in September 1998, which is
currently pending before the Patent and Trademark Office. In July 2000, Qwest
Communications instituted a cancellation proceeding in the Patent and Trademark
Office for the registered trademark "WorldQuest." In December 2001, a judgment
was made in the Company's favor whereby Qwest's motion to cancel our
"WorldQuest" trademark was dismissed, however, Qwest filed a motion appealing
the judgment which is currently pending. If we do not prevail, the registration
for "WorldQuest" will be cancelled, we will not be able to obtain a registration
trademark for "WorldQuest Networks" and we could be required to stop using the
names or pay a fee to Qwest for permission to use the names.

         The Company is a defendant from time to time in lawsuits and disputes
arising in the ordinary course of business. We are not involved in any other
material legal proceedings at this time.

ITEM 2. CHANGES IN SECURITIES

         The effective date of our first registration statement, filed on Form
SB-2 under the Securities Act of 1933 (no. 333-93019) relating to our initial
public offering of our Common Stock, was February 4, 2000. A total of 3,162,500
shares of our Common Stock were sold at a price of $13.00 per share. Net
proceeds to WorldQuest were approximately $36 million. From the time of receipt
through September 30, 2002, the net proceeds were applied toward:

       -        Repayment of indebtedness, $4,497,000;

       -        Equipment purchases including additional back-up systems,
                $4,258,000;

       -        Software development, $466,000; and

       -        General corporate purposes, including operating losses, payment
                of outstanding payables, payoffs of capital leases, liability
                insurance premiums, development of strategic relationships and
                research and development of new products, $6,632,000.

The remaining proceeds are being used as working capital or are being held in
high quality, short-term investment instruments such as short-term corporate
investment grade or United States Government interest-bearing securities.

Of the $4,497,000 paid for repayment of indebtedness, $2,401,000 was paid to
Eagle Venture Capital, LLC, which owns approximately 42% of our Common Stock and
is controlled by B. Michael Adler, our Chairman of the Board.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

         Not applicable.

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

         Not applicable.

ITEM 5. OTHER INFORMATION

         Not applicable.



                                      -14-

<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         (a)      The following exhibits are filed as a part of this Quarterly
                  Report as Form 10-QSB pursuant to Item 601 of regulation S-B:

EXHIBIT
NUMBER         DESCRIPTION OF EXHIBITS

2.1            Agreement and Plan of Merger with buyindiaonline.com, Inc., filed
               as Exhibit 2.1 to WorldQuest's Annual Report on Form 10-KSB for
               the fiscal year ended December 31, 2001 and incorporated herein
               by reference.

3.1            Certificate of Incorporation of WorldQuest, filed as Exhibit 3.1
               to WorldQuests' Form SB-2 Registration Statement, File No.
               333-82721 (the "Prior Registration Statement"), and incorporated
               herein by reference.

3.2            Bylaws of WorldQuest, filed as Exhibit 3.2 to the Prior
               Registration Statement, and incorporated herein by this
               reference.

4.1            Specimen common stock certificate, filed as Exhibit 4.1 to the
               Prior Registration Statement, and incorporated herein by this
               reference.

4.2            Amended and Restated Note dated May 5, 1999 payable to WorldQuest
               Networks, LLC (now known as Eagle Venture Capital, LLC), filed as
               Exhibit 4.2 to the Prior Registration Statement, and incorporated
               herein by this reference.

4.3.1          Representatives' Warrant dated February 4, 2000 granted to John
               G. Kinnard and Company Incorporated for 68,750 shares of common
               stock, filed as Exhibit 4.3.1 to WorldQuest's Annual Report on
               Form 10-KSB for the fiscal year ended December 31, 1999, and
               incorporated herein by reference.

4.3.2          Representatives' Warrant dated February 4, 2000 granted to
               Kaufman Bros., L.P. for 178,750 shares of common stock, filed as
               Exhibit 4.3.2 to WorldQuest's Annual Report on Form 10-KSB for
               the fiscal year ended December 31, 1999, and incorporated herein
               by reference.

4.3.3          Representatives' Warrant dated February 4, 2000 granted to
               WestPark Capital, Inc. for 27,500 shares of common stock, filed
               as Exhibit 4.3.3 to WorldQuest's Annual Report on Form 10-KSB for
               the fiscal year ended December 31, 1999, and incorporated herein
               by reference.

4.4            Amended and Restated Note date August 15, 1999 payable to Eagle
               Capital Venture, LLC, which replaces the Amended and Restated
               Note filed as Exhibit 4.2, filed as Exhibit 4.4 to the Prior
               Registration Statement, and incorporated herein by this
               reference.

4.5            Form of Unsecured Subordinated Convertible Promissory Note issued
               in the private placement closed in December 1999 (the "Private
               Placement"), filed as Exhibit 4.5 to WorldQuest's Form SB-2
               Registration Statement, file no. 333-93019 (the "Second
               Registration Statement"), and incorporated herein by this
               reference.

4.6            Form of Warrant issued in the Private Placement, filed as Exhibit
               4.6 to the Second Registration Statement, and incorporated herein
               by this reference.

4.7            Warrant to purchase 50,000 shares of common stock granted to
               Advanced Multimedia Group, Inc. on March 16, 2000, filed as
               Exhibit 4.7 to WorldQuest's Annual Report on Form 10-KSB for the
               fiscal year ended December 31, 2000, and incorporated herein by
               this reference.

4.8            Warrant to purchase 50,000 shares of common stock granted to
               Advanced Multimedia Group, Inc. on April 26, 2000, filed as
               Exhibit 4.8 to WorldQuest's Annual Report on Form 10-KSB for the
               fiscal year ended December 31, 2000, and incorporated herein by
               this reference.



                                      -15-

<PAGE>
10.1           Joint Venture Agreement dated April 9, 1999 between WorldQuest
               and BDC LLC, filed as Exhibit 10.1 to the Prior Registration
               Statement, and incorporated herein by this reference.

10.2           Amended 1997 Stock Option Plan, filed as Exhibit 10.2 to the
               Prior Registration Statement, and incorporated herein by this
               reference.

10.3           Stock Option Agreement dated December 7, 1998 granted to Michael
               R. Lanham by WorldQuest, filed as Exhibit 10.3 to the Prior
               Registration Statement, and incorporated herein by this
               reference.

10.4           Stock Transfer Agreement dated December 7, 1998 between
               WorldQuest Communications, Inc., WorldQuest Networks, LLC and
               WorldQuest, filed as Exhibit 10.4 to the Prior Registration
               Statement, and incorporated herein by this reference.

10.5           Amendment and Clarification Agreement dated September 27, 1999
               between WorldQuest Communications, Inc., WorldQuest and Eagle
               Venture Capital, LLC amending and clarifying the Stock Transfer
               Agreement filed as Exhibit 10.4, filed as Exhibit 10.7 to the
               Prior Registration Statement, and incorporated herein by this
               reference.

10.6           Form of Registration Rights Agreement executed in connection with
               the Private Placement, filed as Exhibit 10.6 to the Second
               Registration Statement, and incorporated herein by this
               reference.

10.7           Purchase Agreement dated April 17, 2000 between WorldQuest and
               BDC LLC, filed as Exhibit 10.1 to WorldQuest's Quarterly Report
               on Form 10-QSB for the fiscal quarter ended March 31, 2000, and
               incorporated herein by this reference.

10.8           2001 Stock Option Plan, filed as Exhibit 4.8 to WorldQuest's Form
               S-8 Registration Statement, File No. 333-54498, and incorporated
               herein by this reference.

10.9           Employment agreement by and between WorldQuest Networks, Inc. and
               R. Stephen Polley effective as of May 14, 2001, filed as Exhibit
               10.1 to WorldQuest's Quarterly Report as Form 10-QSB for the
               quarter ended June 30, 2001, and incorporated herein by
               reference.

99.1           Certification of the Company's Chief Executive Officer pursuant
               to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
               the Sarbanes-Oxley Act of 2002.

99.2           Certification of the Company's Chief Financial Officer pursuant
               to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
               the Sarbanes-Oxley Act of 2002.

         (b)      Reports on Forms 8-K

                  The Company filed a Current report on Form 8-K dated August 7,
                  2002, providing the certifications of its Chief Financial
                  Officer and Chief Executive Officer with respect to its
                  Current Report on Form 10-QSB for the period ended on June 30,
                  2002, as required by Section 906 of the Sarbanes-Oxley Act of
                  2002.


SIGNATURES

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

                           WORLDQUEST NETWORKS, INC.


November 12, 2002              By: /s/ Victor E. Grijalva
                                   --------------------------------------------
                               Victor E. Grijalva, Vice President,
                               Chief Financial Officer, Secretary and Treasurer
                               (Principal Financial and Accounting Officer)



                                      -16-

<PAGE>


                                 CERTIFICATIONS


I, R. Stephen Polley, President and Chief Executive Officer of WorldQuest
Networks, Inc. certify that:

         1.       I have reviewed this quarterly report on Form 10-QSB of
                  WorldQuest Networks, Inc.;

         2.       Based on my knowledge, this quarterly report does not contain
                  any untrue statement of a material fact or omit to state a
                  material fact necessary to make the statements made, in light
                  of the circumstances under which such statements were made,
                  not misleading with respect to the period covered by this
                  quarterly report; and

         3.       Based on my knowledge, the financial statements, and other
                  financial information included in this quarterly report,
                  fairly present in all material respects the financial
                  condition, results of operations and cash flows of the
                  registrant as of, and for, the periods presented in this
                  quarterly report.

         4.       The registrant's other certifying officers and I are
                  responsible for establishing and maintaining disclosure
                  controls and procedures (as defined in Exchange Act Rules
                  13a-14 and 15d-14) for the registrant and we have:

                     a.     designed such disclosure controls and procedures to
                            ensure that material information relating to the
                            registrant, including its consolidated subsidiaries,
                            is made known to us by others within those entities,
                            particularly during the period in which this
                            quarterly report is being prepared;

                     b.     evaluated the effectiveness of the registrant's
                            disclosure controls and procedures as of a date
                            within 90 days prior to the filing date of this
                            quarterly report (the "Evaluation Date"); and

                     c.     presented in this quarterly report our conclusions
                            about the effectiveness of the disclosure controls
                            and procedures based on our evaluation as of the
                            Evaluation Date;

         5.       The registrant's other certifying officers and I have
                  disclosed, based on our most recent evaluation, to the
                  registrant's auditors and the audit committee of registrant's
                  board of directors (or persons performing the equivalent
                  function):

                     a.     all significant deficiencies in the design or
                            operation of internal controls which could adversely
                            affect the registrant's ability to record, process,
                            summarize and report financial data and have
                            identified for the registrant's auditors any
                            material weaknesses in internal controls; and

                     b.     any fraud, whether or not material, that involves
                            management or other employees who have a significant
                            role in the registrant's internal controls; and

         6.       The registrant's other certifying officers and I have
                  indicated in this quarterly report whether or not there were
                  significant changes in internal controls or in other factors
                  that could significantly affect internal controls subsequent
                  to the date of our most recent evaluation, including any
                  corrective actions with regard to significant deficiencies and
                  material weaknesses.


                                      Date: November 12, 2002


                                      By: /s/ R. Stephen Polley
                                         --------------------------------------
                                      R. Stephen Polley
                                      President and Chief Executive Officer
                                      (Principal Executive Officer)



                                      -17-


<PAGE>



I, Victor E. Grijalva, Vice President and Chief Financial Officer of WorldQuest
Networks, Inc. certify that:

         1.       I have reviewed this quarterly report on Form 10-QSB of
                  WorldQuest Networks, Inc.;

         2.       Based on my knowledge, this quarterly report does not contain
                  any untrue statement of a material fact or omit to state a
                  material fact necessary to make the statements made, in light
                  of the circumstances under which such statements were made,
                  not misleading with respect to the period covered by this
                  quarterly report; and

         3.       Based on my knowledge, the financial statements, and other
                  financial information included in this quarterly report,
                  fairly present in all material respects the financial
                  condition, results of operations and cash flows of the
                  registrant as of, and for, the periods presented in this
                  quarterly report.

         4.       The registrant's other certifying officers and I are
                  responsible for establishing and maintaining disclosure
                  controls and procedures (as defined in Exchange Act Rules
                  13a-14 and 15d-14) for the registrant and we have:

                     a.     designed such disclosure controls and procedures to
                            ensure that material information relating to the
                            registrant, including its consolidated subsidiaries,
                            is made known to us by others within those entities,
                            particularly during the period in which this
                            quarterly report is being prepared;

                     b.     evaluated the effectiveness of the registrant's
                            disclosure controls and procedures as of a date
                            within 90 days prior to the filing date of this
                            quarterly report (the "Evaluation Date"); and

                     c.     presented in this quarterly report our conclusions
                            about the effectiveness of the disclosure controls
                            and procedures based on our evaluation as of the
                            Evaluation Date;

         5.       The registrant's other certifying officers and I have
                  disclosed, based on our most recent evaluation, to the
                  registrant's auditors and the audit committee of registrant's
                  board of directors (or persons performing the equivalent
                  function):

                     a.     all significant deficiencies in the design or
                            operation of internal controls which could adversely
                            affect the registrant's ability to record, process,
                            summarize and report financial data and have
                            identified for the registrant's auditors any
                            material weaknesses in internal controls; and

                     b.     any fraud, whether or not material, that involves
                            management or other employees who have a significant
                            role in the registrant's internal controls; and

         6.       The registrant's other certifying officers and I have
                  indicated in this quarterly report whether or not there were
                  significant changes in internal controls or in other factors
                  that could significantly affect internal controls subsequent
                  to the date of our most recent evaluation, including any
                  corrective actions with regard to significant deficiencies and
                  material weaknesses.


                                      Date: November 12, 2002


                                      By:  /s/ Victor E. Grijalva
                                         --------------------------------------
                                      Victor E. Grijalva
                                      Vice President, Chief Financial Officer,
                                      Secretary and Treasurer (Principal
                                      Financial and Accounting Officer)



                                      -18-