FORM 10-QSB

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington D.C.  20549

             Quarterly Report Under Section 13 or 15 (d)
                Of the Securities Exchange Act of 1934
                                                       

           For Quarter Ended        September 30, 1998    

             Commission File Number    33-19139-NY       


    Net America International Corporation (formerly  Venture World, Ltd.)  
        (Exact name of registrant as specified in its charter)


         DELAWARE                                     11-2936371      
     (State or other jurisdiction of               (IRS Employer
   incorporation or organization)               Identification No.)


                     616 FIRST AVENUE, SUITE 400
                           WASHINGTON 98104      
               (Address of principal executive offices)


Registrant's telephone number
including area code                                         (206) 341-9090    


          4505 Wasatch Blvd #330 Salt Lake City, Utah 84124    
             Former Address, 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 (or such shorter period that the 
registrant was required to file such reports)

                           Yes  X   No    

and (2) has been subject to such filing requirements for the past 90 days.    
         
                           Yes  X   No    


                            10,000,000                   
                     (Number of shares of common 
                       stock the registrant had
                outstanding as of  November 20, 1998)
                                PART 1

ITEM 1 - FINANCIAL STATEMENTS

BASIS OF PRESENTATION

General

     The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-QSB pursuant to the rules and 
regulations of the Securities and Exchange Commission and, therefore, do not 
include all information and footnotes necessary for a complete presentation of 
the financial position, results of operations, cash flows, and stockholders' 
deficit in conformity with generally accepted accounting principles.  In the
opinion of management, all adjustments considered necessary for a fair 
presentation of the results of operations and financial position have been 
included and all such adjustments are of a normal recurring nature.

     Operating results for the nine months ended September 30, 1998 are not
necessarily indicative of the results that can be expected for the year ending 
December 31, 1998.

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS.

     The information set forth in Management's Discussion and Analysis of
Financial Condition and Results of Operations ("MD&A") contains certain 
"forward-looking statements" within the meaning of Section 27A of the 
Securities Act of 1933, as amended, Section 21E of the Securities Act
of 1934, as amended, and the Private Securities Litigation Reform Act of 1995,
including, among others (i) expected changes in the Company's revenues and 
profitability (ii) prospective business opportunities and (iii) the Company's 
strategy for expanding and financing it business.  Forward- looking 
statements are statements other than historical information or statements of 
current condition.  Some forward-looking statements may be identified by use 
of termssuch as "believes",  "anticipates", "intends", or "expects".  These 
forward-looking statements relate to the plans, objectives and expectations of 
NetAmerica International Corporation and subsidiaries (the "Company") for 
future operations.  Although the Company believes that its expectations with
respect to the forward-looking statements are based upon reasonable
assumptions within the bounds of its knowledge of its business and operations, 
in light of the risks and uncertainties inherent in all future projections, 
the inclusion of forward-looking statements in this report should not be 
regarded as a representation by the Company or any other person that the 
objectives or plans of the Company will be achieved.

The Company's revenues and results of operations could differ materially from
those projected in the forward-looking statements as a result of numerous 
factors, including, but not limited to, the following: (i) changes in external
competitive market factors, (ii) termination of certain Internet backbone or 
interconnection agreements or inability to enter into additional Internet 
backbone, access or network service agreements, (iii) inability to satisfy 
anticipated working capital or other cash requirements, (iv) changes in or 
developments under domestic or foreign laws, regulations, licensing 
requirements or telecommunications standards, (v) changes in the technology 
of or availability of transmission facilities, (vi) changes in the Company's
business strategy or an inability to execute its  strategy due to unanticipated
changes in the market for the Company's products or services, (vii) various 
competitive factors that may prevent the Company from competing successfully
in the marketplace, (viii) the Company's lack of liquidity and its ability to
raise additional capital, (ix) loss of services of key employees and (x) loss 
of a customer which provides significant revenues to the Company.  In light of
these risks and uncertainties, there can be no assurance that actual results,
performance or achievements expressed or implied by such forward- looking 
statements.  The foregoing review of important factors should not be 
construed as exhaustive.  The Company undertakes no obligations to release 
publicly the results of any future revisions it may make to forward-looking 
statements to reflect the events or circumstances after the date hereof or to 
reflect the occurrence of unanticipated events. 

OVERVIEW

     Net America International Corporation, through its operating subsidiaries 
(together "NetAmerica" or the "Company"), is an Internet services company 
specializing in providing Internet services to corporations, Internet service 
providers (ISPs) and consumers.  The Company also provides access, technical,
administrative and other support services to ISPs.  The Company is seeking to
achieve significant growth through acquisitions, through new business 
development and strategic relationships in the United States and targeted 
international markets, and through internal growth.

     The Company targets local, regional and national ISPs and commercial
customers with (i) regional, national and international Internet access and 
service requirements, (ii) limited infrastructure and/or limited capital for 
expanding their network infrastructure, or (iii) requirements to expand into
new geographic areas quickly.  Through network access and interconnection
agreements with Internet backbone providers and other telecommunications 
services providers and through theinstallation and operation of its owned 
network operations centers, the Company has developed the ability to offer 
local dial-up access and other Internet services throughout the United States. 
In addition, the Company believes that numerous opportunities exist to provide
Internet services in and between targeted international markets in Canada, 
Europe, Latin America and Asia-Pacific.  The Company intends to utilize 
acquisitions and international strategic relationships with telecommunications 
and marketing partners to achieve market entry and market penetration in global
markets.

     From April 1997 to February 1998, NetAmerica, Inc., now the Company's 
wholly-owned operating subsidiary, primarily provided dial up Internet access 
services to residential and commercial customers on a retail or direct sale
basis.  In March 1998, the Company refocused its strategy to concentrate on 
the following business opportunities: (a)contracting with Tier 1 Internet
service providers and offering national and international Internet access
products on a wholesale basis to agents, affiliates (distributors), virtual 
Internet service providers and value added resellers; (b) providing specialized
retail Internet products and services; (c) providing technical consulting and
contracting services in the areas of information and telecommunication systems
to commercial operations and the Company's distributors, and (d) providing 
World Wide Web ("WWW" or "Web") hosting.  Web design and development services 
and electronic commerce services for commercial Web sites.  The Company seeks
to continue to grow its customer base and to expand the range of services 
offered to its customers. 

MERGER AND ACQUISITIONS

     The Company was originally incorporated as World Ventures, Ltd. on May 6,
1987 under the laws of the State of Delaware for the purpose of developing or 
acquiring general business opportunities.  In March 1989 it raised $250,000 
(approximately $185,000 net of expenses and commissions) through a "blind pool"
offering registered with the Securities and Exchange Commission on Form S-18.
The Company did not have any material operations forthe six years prior to 
September 1998, when it acquired all of the ownership of NetAmerica,Inc. and
PolarCap, Inc.  As a result of these acquisitions, NetAmerica, Inc. and 
PolarCap, Inc. became wholly owned subsidiaries of Venture World.  In October 
1998, Venture World Ltd. changed its name to NetAmerica International 
Corporation (the "Company").  As used in this Memorandum, the "Company" 
refers to the business of NetAmerica International Corporation and its 
subsidiaries.

     NetAmerica, Inc. was organized in April, 1997 and currently offers a
broad array of access products and services designed to afford small and 
medium-sized Internet Service Providers (ISPs) and their end users seamlessly 
integrated Internet access solutions.  NetAmerica, Inc. is the Company's 
primary operating subsidiary in the Internet services industry.  PolarCap, 
Inc. is a California corporation formed to acquire digital media development,
content, and production companies worldwide.  PolarCap currently owns the 
rights to a variety of software technologies related to multimedia, 
development tools and applications technologies. 

LIQUIDITY AND CAPITAL RESOURCES

     In August, September and October 1998 the Company entered into various
Bridge Loans, (the "Bridge Loans"), pursuant to which the Company sought to 
borrow a total of $500,000 (five hundred thousand dollars).  The bridge 
lenders each received a promissory note (the "Bridge Notes") bearing interest
at the rate of 12% per annum, which are convertible into the Company's Common
Stock at $1.00 per share.  The Bridge Notes are due and payable upon demand. 
As of November 20, 1998 the Company had borrowed a total of $455,000 pursuant 
to the Bridge Loans.  The Company intends to seek additional capital to execute
its business plan. 

RESULTS OF OPERATIONS

     During the three and nine months ended September 30, 1998, the Company
incurred losses of $(324,638) and $(979,814), respectively, compared to losses
of $0 and $(319,000) during the same periods in 1997.  Included in the losses 
incurred during the three and nine months ended September 30, 1998 are the 
operating results of NetAmerica, Inc since its acquisition by the Company.  
To address and remedy historical operating losses and to increase the 
competitiveness, revenues and gross margins of NetAmerica, Inc., the 
Company's primary operating subsidiary, the  Company has taken various steps
to improve NetAmerica's operating efficiency, network capability and 
telecommunications carrier/Internet backbone cost structure.  The Company
believes these cost- reduction and revenue-enhancing initiatives will have a
positive impact on the Company's future operating results.  However, as its 
business remains in the early growth stage, the Company anticipates that it 
will continue to incur operating losses and cash flow deficiencies for the 
foreseeable future.

     Prior to its acquisition of NetAmerica, Inc. and PolarCap, Inc. in 1998,
the Company was a development stage company that had not generated revenues 
since inception.

Revenues

     Revenues for the three and nine months ended September 30, 1998 were
$518,033 and  $991,569, respectively, compared to $0 and $11,100 for the three
and nine months ended September 30, 1997.  The increase is revenues is 
primarily attributed to the inclusion of the results of operations of 
NetAmerica, Inc. subsequent to its acquisition in September 1998. 

Gross Margin

     Gross margin for the three and nine months ended September 30, 1998 was
$129,407 and $188,720, respectively, compared to $0 and $(51,400) for the three
and none months ended September 30, 1997.

Selling, General and Administrative Expenses

     Selling, general and administrative expenses increased to $476,313 from
$0 and to $1,190,801 from $267,600 for the three and nine months ended 
September 30, 1998 and 1997, respectively.  The increase was due primarily to 
(i) inclusion of the operating results of NetAmerica, Inc. (ii) increased 
business development and acquisition activity, and (iii) expansion of the
Company's executive management and the addition of certain advisors.

Liquidity and Capital Resources

     The Company is a rapidly growing Internet services provider executing a
business plan that requires additional capital for (i) acquisitions, (ii) 
additional network equipment and facilities, (iii) expansion into new 
domestic and international markets, and (iv) development of additional 
products and services.  The Company currently has a working capital deficit and
has operated at a loss since its inception.  Funding of the working capital 
deficit, current and future operating losses and expansion of the Company 
will require additional capital investment. 

     Operations used $549,593 during the nine months ended September 30, 1998
due primarily to the (i) operating losses, (ii) increased business 
development and acquisition activity, and (iii) expansion of the Company's 
executive management team.

     Investing activities used $420,647 during the nine months ended September
30, 1998.  Investing activities during the nine months ended September 30, 1998
consisted primarily of cash paid in acquisitions and purchase of fixed assets.

     Financing activities provided $975,793 during the nine months ended
September 30, 1998.  Financing activities during the nine months ended 
September 30, 1998 consisted primarily of proceeds from Bridge Loans and sales 
of common stock.

     During October 1998, the Company initiated a private placement offering
of common stock ("Private Placement").  The proceeds of the Private Placement 
will be used for acquisitions, business development, accounts payable, 
equipment purchases, and for general working capital.  The Company is 
seeking to raise a maximum of $2,000,000 from the Private Placement.  There 
can be no assurance that the Company will complete all or part of the Private
Placement or that the Private Placement, if completed, will be on terms as 
originally proposed by the Company.

RECENT DEVELOPMENTS

     Over the past sixty days, the Company has accomplished the following:

          Acquisition of Jet-City OnLine.  In September, 1998 through its
operating subsidiary,  NetAmerica, Inc., the Company entered into an Asset 
Purchase Agreement for the purchase of the Internet access customer base for
Jet-City OnLine, Inc. a Washington  corporation, located in the Seattle, 
Washington area.

          Establishment of NetCanada Communications.  In October 1998, the
Company has commenced the operations of NetCanada Communications, Inc., a 
Canadian corporation and wholly-owned subsidiary of NetAmerica International 
Corporation, which will seek to provide Internet aggregation throughout Canada. 


                     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

          A meeting of the Board of Directors was held on September 21, 1998
to consider the acquisition of two corporations, NetAmerica, Inc. and PolarCap,
Inc. The  acquisitions were approved and 8,400,000 common shares were issued
to complete  the acquisitions.

          As part of the acquisition the name of the Company was changed to
NetAmerica International Corporation and two additional members were added to
the board of directors (Total of four).

          Later in October 1998, the original two members of the board of
directors resigned and a third member was added bringing the total to three 
members of the board.

Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits
               99.1 Financial Statements as of September 30, 1998.
               Financial Data Schedule

          (b)  Reports on Form 8-K
               On October 6, 1998 the Company reported a change in control of 
               the corporation and all of the events mentioned in Item 5 of 
               this report.


                              SIGNATURES


Pursuant to the requirements of Section 13 or 15 (d) 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.

                                   NET AMERICA INTERNATIONAL, INC.
                                   (Registrant)


November 22, 1998                  /s/ Greg Martin               
                                   
                                   President
                                   (Chief Executive Officer)

        NET AMERICA INTERNATIONAL CORPORATION AND SUBSIDIARIES
                    (formerly Venture World, Inc.)
                     Consolidated Balance Sheets

                                ASSETS

                                               September 30,      December 31,  
                                                  1998               1997 
      
CURRENT ASSETS
   Cash                                   $      6,141         $       588
   Accounts receivable 
       Trade (net)                             485,923               7,175
       Other                                     2,500                  -     
   Inventory                                    22,668                  -   
   Deposits                                     52,000                  -   
   Other                                         1,916               17,281

       Total Current Assets                    571,148               25,044

PROPERTY AND EQUIPMENT                         424,283              136,943

OTHER ASSETS
   Customer base                               104,217                 -   
   Other                                        7,500                 9,082

        Total Other Assets                     111,717                9,082

                                          $  1,107,148          $   171,069
     















        NET AMERICA INTERNATIONAL CORPORATION AND SUBSIDIARIES
                    (formerly Venture World, Inc.)
                Consolidated Balance Sheet (Continued)


                 LIABILITIES AND STOCKHOLDERS' EQUITY

                                               September 30,      December 31,  
                                                   1998               1997      

CURRENT LIABILITIES
   Accounts payable and accrued expenses        $896,728       $  116,826
   Contracts payable                             173,416              -   
   Notes payable                                 299,638              -   
   Notes payable - related party                 290,000              -   
   Other                                          33,058          12,505

        Total Current Liabilities              1,692,840         129,331

LONG TERM DEBT
   Long term debt - related party               155,000             -   
   Long term debt                                  -             64,053

       Total Long Term Debt                     155,000          64,053

STOCKHOLDERS' EQUITY
   Common stock (Note 1)                         10,000         543,752
   Capital in excess of par value             1,505,203             -   
   Retained Deficit                          (2,255,895)        (566,067) 

        Total Stockholders' Equity             (740,692)         (22,315) 

                                    $          1,107,148   $     171,069






        NET AMERICA INTERNATIONAL CORPORATION AND SUBSIDIARIES
                    (formerly Venture World, Inc.)
                Consolidated Statements of Operations

                        For the Three For the Three For the Nine  For the Nine
                        Months ended  Months ended  Months ended  Months ended
                        September 30, September 30, September 30, September 30,
                            1998        1997           1998          1997    
REVENUE

   Net Revenue         $518,033      $   -           $991,569       $11,100
   Cost of revenue      388,626          -            802,849      (62,500)

        Gross Profit    129,407          -            188,720       (51,400)

EXPENSES
   General and 
   Administrative       476,313          -         1,190,801         267,600

Other Income / (Expense)
   Income               114,943          -           114,943           -   
   Expense              (92,676)         -           (92,676)          -   

Provision for 
income taxes               -             -             -                -   

NET LOSS               $(324,638)       $-        $(979,814)      $(319,000) 

Net Loss Per Share     $    (.04)       $-        $   (.11)       $  (.04) 

Average Outstanding 
 Shares                8,740,000      8,740,000    8,740,000        8,740,000






        NET AMERICA INTERNATIONAL CORPORATION AND SUBSIDIARIES
                    (formerly Venture World, Inc.)
                Consolidated Statements of Cash Flows


                                                          For the    For the  
                                                      Nine Months  Nine Months 
                                                         Ended        Ended   
                                                    September 30, September 30,
                                                       1998           1997    

Cash Flows From Operating Activities
   Net loss                                         $ (979,814)   $(319,000) 
   Depreciation                                         53,205       17,289
   (Increase) decrease in receivables                  (478,748)     (7,17) 
   Decrease (increase) in inventory 
      and other assets                                   (59,303)   (7,004) 
   Increase (decrease) in payables 
      and accrued expenses                               915,067    129,331

      Net Cash Used by Operating Activities            (549,593)  (186,559) 

Cash Flow From Investing Activities
   Purchase of fixed assets                            (316,430)       -   
   Purchase of customer base and other
                        tangible assets                (104,217)    (7,906) 

      Net Cash Used by Investing Activities            (420,647)    (7,906) 

Cash Flows From Financing Activities    
   Issuance of common stock                             331,208      131,000
   Issuance of notes payable                            644,585      64,053

      Net Cash Provided by Financing Activities         975,793         195,053

Net (Decrease) Increase In Cash                           5,553             588

Cash at Beginning of Period                                 588           -   

Cash at End of Period                                 $   6,141    $    588

Supplemental Cash Flow Information:
Cash Paid for:
   Interest                                          $   13,486    $  3,750
   Taxes                                             $    -        $   -   




        NET AMERICA INTERNATIONAL CORPORATION AND SUBSIDIARIES
                    (formerly Venture World, Inc.)
            Notes to the Consolidated Financial Statements
                          September 30, 1998


NOTE 1 - BACKGROUND AND HISTORY

NetAmerica International Corporation is a consolidated group of companies
including the parent corporation, NetAmerica International Corporation
(NetAmerica International), and its two subsidiaries, NetAmerica, Inc. 
(NetAmerica) and PolarCap, Inc. (PolarCap). Net America International (formerly
Venture World, Inc.) is a Delaware Corporation organized on May 6, 1987 for 
the purpose of seeking out and developing any general business opportunity.

NetAmerica is a Washington Corporation organized in April 1997 for the purpose
of providing access to products and services to small and medium internet 
providers.

PolarCap is a California Corporation organized on April 7, 1997 for the
purpose of investing in and developing rights to a variety of software 
technologies related to multimedia, development tools, and applications 
technologies.

NetAmerica and PolarCap were 100% acquired by Net America International on
September 30, 1998. Together, all three companies are combined into NetAmerica 
International Corporation, a consolidated group of corporations known in this 
report as the Company.

The accounting for the acquisition of subsidiaries is treated as a "reverse
acquisition" whereby the control parties of the subsidiary corporations 
(NetAmerica and PolarCap) take control of the parent corporation (NetAmerica
International).  The balance sheet at September 30, 1998 is presented as if 
the historical cost data from all three corporations are combined into one,
similar to a "pooling of interests method of accounting".

Per SEC guidelines, the balance sheet at December 31, 1997, the statements of
operations, and cash flow information for all periods is that of the acquiring 
party - Net America, Inc., the Washington subsidiary.  All such information for
the parent corporation and PolarCap, Inc. are excluded from such financial 
schedules. 

The balance sheet shown for September 30, 1998 is the consolidated financial
statements of NetAmerica International Corporation, NetAmerica, Inc. and 
PolarCap, Inc.  Net loss per share is shown as totaled operating results of 
NetAmerica, Inc. divided by total outstanding shares of NetAmerica 
International Corporation, including the 8,400,000 shares issued for the 
acquisition of NetAmerica, Inc. and PolarCap, Inc.

NOTE 2 -  UNAUDITED INFORMATION

The information furnished herein was taken from the books and records of the
Company without audit.  However, such information reflects all adjustment which
are, in the opinion of management, necessary to properly reflect the results of
the interim period presented.  he information presented is not necessarily 
indicative of the results from operations expected for the full fiscal year.