U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB

(Mark One)

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

     For the quarterly period ended March 31, 2001

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

     For the transition period from _____ to _______

                         Commission file number 0-27239
                                  EDUVERSE.COM
                            -------------------------
        (Exact name of small business issuer as specified in its charter)

            NEVADA                                               88-0277072
           --------                                              ----------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation of organization)                               Identification No.)

                          1135 Terminal Way, Suite 209
                               Reno, Nevada 89502
                         -------------------------------
                    (Address of Principal Executive Offices)

                                 (775) 332-3325
                                 --------------
                           (Issuer's telephone number)

                                       N/A
                                       ---
              (Former name, former address and former fiscal year,
                          if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

                              Yes      X       No

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

Class                                       Outstanding as of May 11, 2001
- ------                                       -------------------------------
Common Stock, $.001 par value               37,505,434

Transitional Small Business Disclosure Format (check one)

                              Yes              No      X

                                  EDUVERSE.COM
                         (A Developmental Stage Company)

                     INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

                                  March 31, 2001

                                                                           Page
                                                                           ----

PART I.  FINANCIAL INFORMATION

         ITEM 1. FINANCIAL STATEMENTS

                 BALANCE SHEETS                                               2

                 INTERIM STATEMENTS OF OPERATIONS                             3

                 INTERIM STATEMENTS OF CASH FLOWS                             4

                 NOTES TO INTERIM FINANCIAL STATEMENTS                        5

         ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION    8

PART II. OTHER INFORMATION

         ITEM 1. LEGAL PROCEEDINGS                                           13

         ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS                   14

         ITEM 3. DEFAULTS UPON SENIOR SECURITIES                             16

         ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS         17

         ITEM 5. OTHER INFORMATION                                           17

         ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                            17

                 (a) No exhibits required.

                 (b) No reports required.

                 SIGNATURES                                                  18

                                  EDUVERSE.COM

                    INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2001

                                  (Unaudited)

CONSOLIDATED BALANCE SHEETS

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                                       1

EDUVERSE.COM

                           CONSOLIDATED BALANCE SHEETS
================================================================================================
                                                                      (Expressed in U.S. dollars)
                                                                       31-MAR             31-Dec
                                                                        2001               2000
                                                                          $                  $
- ------------------------------------------------------------------------------------------------
                                                                     (UNAUDITED)

ASSETS
CURRENT
Cash                                                                         667               -
Accounts receivable                                                        5,000          17,004
Taxes recoverable                                                          1,283          12,381
Prepaid expenses and other                                                51,494          56,080
- ------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                                      58,444          85,465
Fixed assets, net of depreciation                                         30,155          35,321
- ------------------------------------------------------------------------------------------------
TOTAL ASSETS                                                              88,599         120,786
================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT
Bank overdraft                                                                 -           1,011
Accounts payable and accrued liabilities                                 212,534         487,950
Loans payable                                                             49,706         193,776
- ------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                                                262,240         682,737
- ------------------------------------------------------------------------------------------------

Contingencies [Note 1]

STOCKHOLDERS' EQUITY
Capital stock [Note 4]
Common stock - $0.001 par value
     Authorized shares: 50,000,000
     Issued and outstanding: 37,505,434 shares at Mar. 31,2001
     and 14,347,434 shares at December 31, 2000                           37,505          14,347
Shares subscriptions                                                      15,000          25,000
Additional paid in capital                                             2,957,402       2,201,675
Accumulated deficit                                                   (3,242,355)     (2,835,874)
Accumulated other comprehensive income                                    58,807          32,901
- ------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' DEFICIT                                             (173,641)       (561,951)
- ------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                               88,599         120,786
================================================================================================

      See accompany notes to the interim consolidated financial statements

                                       2

EDUVERSE.COM

                  INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001
======================================================================================

              Unaudited                                   (Expressed in U.S. dollars)
                                                            31-MAR            31-Mar
                                                             2001              2000
                                                               $                 $
- --------------------------------------------------------------------------------------

REVENUE
Software sales and other income                                3,476             6,790
- --------------------------------------------------------------------------------------

EXPENSES
Foreign currency gain                                              -           (14,266)
Depreciation                                                   5,166             4,881
General and administrative                                   326,632           145,952
Selling and marketing                                         14,624            62,966
Research and development                                      63,535            91,555
- --------------------------------------------------------------------------------------
                                                             409,957           291,088
- --------------------------------------------------------------------------------------

NET LOSS FOR THE PERIOD                                     (406,481)         (284,298)
======================================================================================

BASIC LOSS PER COMMON SHARE:                                   (0.02)            (0.02)
======================================================================================

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:     19,049,034        13,485,903
======================================================================================

      See accompany notes to the interim consolidated financial statements

                                       3

EDUVERSE.COM

                  INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001
===============================================================================================

                Unaudited                                          (Expressed in U.S. dollars)

                                                                   31-MAR            31-Mar
                                                                    2001              2000
                                                                      $                 $
- -----------------------------------------------------------------------------------------------

OPERATING ACTIVITIES
Net loss for the period                                              (406,481)         (284,298)
Adjustment to reconcile net loss to net cash used in
operating activities:
Common shares issued for services rendered                            262,202             8,600
Common shares issued in lieu of interest expense                            -             7,000
Depreciation                                                            5,166             4,881
Effect of foreign currency                                                  -           (14,266)
Provision for doubtful accounts                                             -             4,933
Changes in non-cash working capital items                              65,179             3,798
- -----------------------------------------------------------------------------------------------
NET CASH USED IN OPERATING ACTIVITIES                                 (73,934)         (269,352)
- -----------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
Loans payable                                                          49,706                 -
Bank overdraft repayment                                               (1,011)                -
Loan repayments                                                             -            (5,000)
Issuance of common stock                                                    -           209,500
Cash received on common stock to be issued                                  -           110,000
- -----------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                              48,695           314,500
- -----------------------------------------------------------------------------------------------

INVESTING ACTIVITIES
Purchase of capital assets                                                  -            (1,882)
- -----------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES                                       -            (1,882)
- -----------------------------------------------------------------------------------------------

EFFECT OF FOREIGN EXCHANGE RATE CHANGES ON CASH                        25,906            (2,007)
- -----------------------------------------------------------------------------------------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                 667            41,259
CASH AND CASH EQUIVALENTS (BANK OVERDRAFT) BEGINNING OF PERIOD              -            43,584
- -----------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS END OF PERIOD                                   667            84,843
===============================================================================================

OTHER SIGNIFICANT NON-CASH TRANSACTIONS:
During the period ended March 31, 2001 the Company issued 14,686,813 common
shares in settlement of debt of $506,683 and 8,371,187 common shares for payment
of current services of $262,202.

      See accompany notes to the interim consolidated financial statements

                                       4

                                  EDUVERSE.COM

                    INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2001
================================================================================

                                   (Unaudited)

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
- --------------------------------------------------------------------------------

The Company's financial statements have been prepared on a going concern basis
which contemplates the realization of assets and the settlement of liabilities
and commitments in the normal course of business for the foreseeable future. The
company incurred a loss of $406,481 for the period ended March 31, 2001, and as
of March 31, 2001 had a working capital deficiency of $203,796. Management
recognizes that the Company must obtain additional financial resources by
raising capital to enable it to continue normal operations . However, no
assurances can be given that the Company will be successful in raising
additional capital. Further, there can be no assurance, assuming the Company
successfully raises additional funds, that the Company will achieve positive
cash flow. Management has been unable to raise additional equity capital to
implement its marketing and development initiatives for its current operations
and is therefore looking at other business opportunities for the company. On
March 2, 2001, the Company entered into an agreement to sell its subsidiary
eduverse dot com inc. Refer to Note 5. These factors raise substantial doubt
regarding the company's continuation as a going concern.

These financial statements do not include any adjustments to the carrying values
and classification of assets and liabilities which may be necessary if the
company is unable to continue as a going concern.

UNAUDITED INTERIM FINANCIAL STATEMENTS
The accompanying unaudited interim consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB of Regulation
S-B. They do not include all information and footnotes required by generally
accepted accounting principles for complete financial statements. However,
except as disclosed herein, there has been no material changes in the
information disclosed in the notes to the financial statements for the year
ended December 31, 2000 included in the Company's Annual Report on Form 10-KSB
filed with the Securities and Exchange Commission. The interim unaudited
consolidated financial statements should be read in conjunction with those
financial statements included in the Form 10-KSB. In the opinion of Management,
all adjustments considered necessary for a fair presentation, consisting solely
of normal recurring adjustments, have been made. Operating results for the three
months ended March 31, 2001 are not necessarily indicative of the results that
may be expected for the year ending December 31, 2001.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------------------------------------

PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiaries: eduverse dot com inc. (incorporated in British
Columbia, Canada), and M&M Information and Marketing Services Inc. (incorporated
in Nevada, USA). All significant intercompany accounts and transactions have
been eliminated.

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

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

FIXED ASSETS
Fixed assets are stated at cost. Depreciation is computed on a straight-line
basis over the estimated useful life of the asset as follows:

     Computer equipment                                   3 years
     Furniture and office equipment                       5 years

                                       5

EDUVERSE.COM
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2001
================================================================================
(Unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (con't)
- --------------------------------------------------------------------------------

RESEARCH DEVELOPMENT COSTS
Research and development costs, including web-site development costs, have been
expensed as incurred.

FINANCIAL INSTRUMENTS
At March 31, 2001, the Company has the following financial instruments: accounts
receivable, taxes recoverable, accounts payable and accrued liabilities, and
loans payable. The carrying value of these instruments is considered to
approximate fair value based on their short term nature.

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

NET LOSS PER COMMON SHARE
Basic earnings per share include no dilution and are computed by dividing net
loss by the weighted average number of common shares outstanding for the period.
There are no dilutive securities outstanding.

INCOME TAXES
The Company follows the liability method of accounting for income taxes. Under
this method, deferred income tax assets and liabilities are recognized for the
estimated tax consequences attributable to differences between the financial
statement carrying values and their respective income tax basis (temporary
differences). The effect on deferred income tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.

STOCK-BASED COMPENSATION
The Company accounts for stock-based compensation in respect to stock options
granted to employees and officers using the intrinsic value based method in
accordance with APB 25. Stock options granted to non-employees are accounted for
using the fair value method in accordance with SFAS No. 123. In addition, with
respect to stock options granted to employees, the Company provides pro-forma
information as required by SFAS No. 123 showing the results of applying the fair
value method using the Black-Scholes option pricing model.

The Company accounts for equity instruments issued in exchange for the receipt
of goods or services from other than employees in accordance with SFAS No. 123
and the conclusions reached by the Emerging Issues Task Force in Issue No.
96-18. Costs are measured at the estimated fair market value of the
consideration received or the estimated fair value of the equity instruments
issued, whichever is more reliably measurable. The value of equity instruments
issued for consideration other than employee services is determined on the
earliest of a performance commitment or completion of performance by the
provider of goods or services as defined by EITF 96-18.

REVENUE RECOGNITION
Revenue from the sale of software products is recognized at the time products
are shipped to customers. Distribution royalty revenue is recognized when the
terms of the distribution agreement have been met and collectability is
reasonably assured.

COMPREHENSIVE INCOME
Comprehensive income is defined as the change in equity from transactions,
events and circumstances, other than those resulting from investments by owners
and distributions to owners. Comprehensive income to date consists only of the
net gain resulting from translation of the foreign currency financial statements
of eduverse dot com inc.

                                       6

EDUVERSE.COM
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2001
================================================================================
(Unaudited)

NOTE 3 - RELATED PARTY TRANSACTIONS
- --------------------------------------------------------------------------------

General and administrative expenses include salaries of $12,000 and consulting
fees of $3,500 paid to a director of the subsidiary during the period ended
March 31, 2001.

On October 9, 2000 the Company entered into a management services agreement with
Investor Communications, Inc. ("ICI"), a significant shareholder, to provide
management and investor relations services for the Company. The agreement
requires monthly payments of $75,000 for services rendered. During the period
ended March 31, 2001, the Company incurred $225,000 to ICI which together with
other unpaid amounts totalled $456,896 which was settled by the issuance of
15,230,000 common shares.

A director of the Company has been contracted by Investor Communications and is
part of the management team provided to the Company and its subsidiary.

NOTE 4 - CAPITAL STOCK
- --------------------------------------------------------------------------------

AUTHORIZED

The authorized capital of the Company consists of 50,000,000 voting common
shares with $0.001 par value and 5,000,000 non-voting preferred shares with
$.001 par value.

On March 14, 2001, the Company entered into settlement agreements with certain
creditors including stockholders, a former director and officers to settle debts
totalling $768,886 by the issuance of 23,058,000 common shares at prices ranging
from $.03 to $.04271 per share.

NOTE 5 - REORGANIZATION
- --------------------------------------------------------------------------------

On March 2, 2001, the Company entered into an agreement with Syncro-Data
Systems, Ltd. ("Syncro"), a private British Columbia company, to sell its
subsidiary, eduverse dot com inc. ("eduverse") in consideration for advances of
$50,000 to eduverse for operating expenses. The agreement is subject to
shareholder approval at a special meeting of shareholders to be held June 1,
2001.

The Company is also seeking shareholder approval for a reverse stock split of
50:1 and the election of two new directors.

                                       7

         Statements made in this Form 10-QSB that are not historical or current
facts are "forward-looking statements" made pursuant to the safe harbor
provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section
21E of the Securities Exchange Act of 1934. These statements often can be
identified by the use of terms such as "may," "will," "expect," "believe,"
"anticipate," "estimate," "approximate" or "continue," or the negative thereof.
The Company intends that such forward-looking statements be subject to the safe
harbors for such statements. The Company wishes to caution readers not to place
undue reliance on any such forward-looking statements, which speak only as of
the date made. Any forward-looking statements represent management's best
judgment as to what may occur in the future. However, forward-looking statements
are subject to risks, uncertainties and important factors beyond the control of
the Company that could cause actual results and events to differ materially from
historical results of operations and events and those presently anticipated or
projected. The Company disclaims any obligation subsequently to revise any
forward-looking statements to reflect events or circumstances after the date of
such statement or to reflect the occurrence of anticipated or unanticipated
events.

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

GENERAL

         Eduverse.Com (the "Company"), through its wholly-owned subsidiary
Eduverse Dot Com Inc. ("Eduverse"), has primarily been a technology-based
company engaged in the business of developing and marketing interactive
multimedia educational software programs. The Company's principal markets
included Canada and the United States. During prior fiscal years, the Company
generally derived its revenues from (i) the retail sales of its software
products, primarily the English language tutorial software product called the
"English Pro", and (ii) royalties received from distributors of its software
programs.

Fiscal Year 1999

         During fiscal year 1999, the Company continued to market the English
Pro to retail computer stores and bookstore, but focused primarily on the
research, development and design of a new e-commerce educational delivery model
that provided users with free access to online education. With the development
of these products, the Company's core software products featured phonetic-based
English language tutorial systems, which used multimedia presentations to assist
non-English speaking students learn the English language. An Internet-enabled
version of the software, called "English Pro Web Edition", was available free
from the Company's website and a network-enabled version of the software, called
"English Pro Network Edition" was available free for installation on private
computer networks. During fiscal year 1999, therefore, the Company began exiting
the traditional method of selling its software through retail channels and
focused primarily on partnering with various governments to combine education,
the Internet and corporate advertising in marketing its new products. The
Company expected to generate a majority of its revenues from these software
products by charging fees for advertising that was to be placed within the
software. During 1999, the Company concentrated its marketing efforts primarily
on the English Pro Web Edition and the English Pro Network Edition.

         On approximately May 20, 1999, the Company entered into a free English
Non-Exclusive Linking Agreement with the Ministry of University Affairs in

                                       8

Thailand (the "Thailand Agreement") to offer its software products to university
students via a proprietary university computer network operated by the Ministry
(the "UniNet"). The UniNet supported approximately 70,000 workstations
nationwide, which management believed provided the Company with a potential one
million users. Pursuant to the terms of the Thailand Agreement, the Company
agreed to (i) provide its English Pro Network Edition to students using the
UniNet by installing approximately six English Pro Network Edition servers on
the UniNet, and (ii) provide support services comprised of a Web-based
installation and management system, which controlled the installation of the
English Pro Network Edition on the workstations and managed the connection to
the English Pro Network Edition servers. In addition, under the terms of the
Thailand Agreement, the Ministry was to receive a 15% commission on gross
revenues generated from advertising displayed on the Company's software.

         During fiscal year 1999, the Company also entered into a similar
agreement with SJK Smart School Project in Malaysia (the "Smart School
Project"). The Smart School Project was being offered to approximately 1,290
National Type Chinese Schools, which management believed provided the Company
with a potential 500,000 users. The Company also intended to offer its English
Pro Network Edition software free to educational and other institutions within
approximately thirty other countries that operated private computer networks and
that allowed advertisements to be displayed to their students, and to collect
advertising fees for advertisements placed within the software.

         During fiscal year 1999, revenues were derived from three sources: (i)
the retail sale of its software packages, (ii) distribution royalty fees, and
(iii) income derived from the sale of two website names. Fifty-seven percent
(57%) of the Company's retail software sale revenue was derived from one
customer. During fiscal year 1999, the Company recognized no advertising
revenues from its English Pro Network Edition software. As a result, quarterly
revenues began to decline during late fiscal year 1999 resulting in a
substantial net loss.

Fiscal Year 2000

         During fiscal year 2000, quarterly revenues continued to decline. In
October 2000, the Company announced a change in its strategic business model
focusing on five market areas: (i) subscription-based Internet education, (ii)
corporate workplace initiatives, (iii) Ministry of Education initiatives, (iv)
third party licensing of the e-education delivery platform, and (v) retail
distribution.

         During fiscal year 2000, quarterly revenues continued to decline as
compared to quarterly revenues earned in the same periods during 1999. Any
revenues earned were derived principally from the marketing and sale of the
Company's software packages. Seventy-seven percent (77%) of the Company's retail
software sale revenue was derived from two customers. Management of the Company
primarily attributed the decrease in revenues to the Company's decision to
discontinue retail software sales of the English Pro and its other software
programs. Management of the Company expected to generate the majority of its
future revenues commencing third quarter of 2000 from advertising revenues
earned from fees charged for inclusion of the advertiser's message on the
Company's English Pro Network Edition software. During fiscal year 2000, the
Company recognized no advertising revenues from its English Pro Network Edition
software. In August 2000, the Company sold its entire equity interest in ESL to
Savoy Capital Limited.

                                       9

Fiscal Year 2001

         At a special meeting held on March 2, 2001, the board of directors
unanimously approved a share purchase agreement dated March 2, 2001 (the "Share
Purchase Agreement") between the Company and Syncro-Data Systems, Ltd.
("Syncro-Data"), a corporation organized under the laws of British Columbia (the
"Proposed Transaction"), and directed that the Share Purchase Agreement be
submitted to shareholders of the Company for their approval. The Proposed
Transaction will be consummated pursuant to the terms of the Share Purchase
Agreement subject to fulfillment of certain conditions, including the requisite
shareholder approval. The Share Purchase Agreement provides for the sale by the
Company to Syncro-Data of all of the issued and outstanding shares of common
stock of Eduverse, the Company's wholly-owned subsidiary, held by the Company.
The Share Purchase Agreement further provides that (i) Syncro-Data has paid the
ongoing expenses of Eduverse to date in the approximate amount of $50,000; (ii)
Syncro-Data has agreed to recognize certain liabilities of Eduverse; and (iii)
Eduverse will retain all of its right, title and interest in and to certain
intellectual property rights and other property, including accounts receivable,
contract revenue and outstanding cash in the approximate amount of $900.00. The
Company and Syncro-Data have agreed to close the Proposed Transaction at the
earlier of June 30, 2001 or after the special meeting of shareholders to be held
June 1, 2001 where such approval is required to authorize and complete the
Proposed Transaction. Based upon review of a wide variety of factors considered
in connection with its evaluation of the sale of assets, the board of directors
of the Company believe that the sale of substantially all of the assets of the
Company, through consummation of the Share Purchase Agreement, would be fair to
and in the best interests of the Company and its shareholders.

         During March 2001, management of the Company determined that its duties
and obligations concerning the project under the Thailand Agreement had not been
fully nor successfully implemented due to inadequate funding. Therefore, the
Company removed its English Pro Network Edition servers from the Ministry of
University Affairs in Thailand. As of the date of this Quarterly Report,
management of the Company believes that no material breaches of the Thailand
Agreement occurred nor are there any possible monetary damages since any and all
expenses associated with implementation of the program under the Thailand
Agreement were the responsibility of the Company.

         Moreover, the Company never commenced implementation of its program
under the Smart School Project due to inadequate financing. As of the date of
this Quarterly Report, management of the Company believes that no material
breaches of the agreement related to the Smart School Project occurred nor are
there are any possible monetary damages.

         As of the date of this Quarterly Report, the Company has begun the
process of terminating development of new software programs and upgrades to
existing products, withdrawing its software products and services from the
marketplace, and ceasing to actively market itself as a technology-based
company. Current management of the Company anticipates that during fiscal year
2001, the Company will undertake research relating to prospective new business
endeavors. This research may result in the Company entering into business
operations that are not in the educational software industry.

RESULTS OF OPERATION

Three-Month Period Ended March 31, 2001 Compared to Three-Month Period Ended
March 31, 2000

                                       10

            The Company's net losses during the three-month period ended March
31, 2001 were approximately $406,481 compared to a net loss of approximately
$284,298 (an increase of 43%) during the three-month period ended March 31,
2001.

            Gross revenues during the three-month periods ended March 31, 2001
and 2000 were $3,476 and $6,790, respectively. Gross revenues decreased by
approximately $3,314 during the three-month period ended March 31, 2001 as
compared to the three-month period ended March 31, 2000. The decrease in gross
revenues during the three-month period ended March 31, 2001 was primarily due to
the Company's decision to discontinue retail sales of its English Pro 6.2
product.

         During the three-month period ended March 31, 2001, the Company
recorded operating expenses of $409,957 compared to $291,088 of operating
expenses recorded in the same period for 2000 (an increase of $118,869 or 41%).
General and administrative expenses increased by $180,680 (or 124%) during the
three-month period ended March 31, 2001 from $145,952 incurred during the
three-month period ended March 31, 2000 compared to $326,632 incurred during the
three-month period ended March 31, 2001. This increase in general and
administrative expenses during the three-month period ended March 31, 2001 was
primarily due to an increase in expenses related to the negotiation,
consummation and required shareholder approval of the share purchase agreement
dated March 2, 2001 (the "Share Purchase Agreement") between the Company and
Syncro-Data Systems, Ltd., a corporation organized under the laws of British
Columbia ("Syncro-Data"), as well as corporate re-organization initiatives,
attempts to seek revenue generation initiatives from the existing business
model, and seek financing for its business operations.. See "Item 4. Submission
of Matters to a Vote of Security Holders."

            General and administrative expenses generally include corporate
overhead, administrative salaries, selling expenses, consulting costs and
professional fees. Of the $326,632 incurred as general and administrative
expenses during the three-month period ended March 31, 2001, $225,000 was
incurred payable to Investor Communications International, Inc. ("ICI") for
services rendered by ICI including, but not limited to, financial,
administrative and investor relations management. During the three-month period
ended March 31, 2001, the Company paid $-0- to ICI towards an aggregate amount
of $456,896 due and owing ICI, but issued shares of common stock as settlement
of the aggregate debt. A director of the Company is contracted by ICI and is
part of the management team provided by ICI to the Company. See "Item 2. Changes
in Securities and Use of Proceeds".

         Selling and marketing expenses decreased by approximately $48,342 (or
77%) during the three-month period ended March 31, 2001 from $62,966 incurred
during the three-month period ended March 31, 2000 compared to $14,624 incurred
during the three-month period ended March 31, 2001. The decrease in selling and
marketing expenses during the three-month period ended March 31, 2001 was
primarily due to the Company's termination of the development of its software
programs and upgrades, the withdrawal of its software products and services from
the marketplace, and the discontinuation of marketing itself as a
technology-based company.

         Research and development expenses decreased by approximately $28,020
(or 44%) during the three-month period ended March 31, 2001 from $91,555
incurred during the three-month period ended March 31, 2000 compared to $63,535
incurred during the three-month period ended March 31, 2001. The decrease in
research and development expenses during the three-month period ended March 31,

                                       11

2001 was primarily due to the termination of the development of the Company's
software products and upgrades to existing products.

         As discussed above, the increase in net loss during the three-month
period ended March 31, 2001 as compared to the three-month period ended March
31, 2000 is attributable primarily to a substantial increase in general and
administrative expenses. The Company's net earnings (losses) during the
three-month period ended March 31, 2001 were approximately ($406,481) or ($0.02)
per common share compared to a net loss of approximately ($284,298) or ($0.02)
per common share (an increase of 43%) during the three-month period ended March
31, 2001. The weighted average of common shares outstanding were 19,049,034 for
the three-month period ended March 31, 2001 compared to 13,485,903 for the
three-month period ended March 31, 2000.

LIQUIDITY AND CAPITAL RESOURCES

         The Company is currently experiencing a liquidity crisis and must raise
additional capital. Further, the Company has not generated sufficient cash flow
to fund its operations and activities. Historically, the Company has relied upon
internally generated funds, funds from the sale of shares of stock and loans
from its shareholders and private investors to finance its operations and
growth. The Company's future success and viability are entirely dependent upon
the Company's current management to successfully research and identify new
business endeavors, and to raise additional capital through further private
offerings of its stock or loans from private investors. There can be no
assurance, however, that the Company will be able to successfully research and
identify new business endeavors and to raise additional capital. The Company's
failure to successfully identify new business endeavors and to raise additional
capital will have a material and adverse affect upon the Company and its
shareholders. The Company's financial statements have been prepared assuming
that it will continue as a going concern, and accordingly, do not include
adjustments relating to the recoverability and realization of assets and
classification of liabilities that might be necessary should the Company be
unable to continue in operations.

            As of March 31, 2001, the Company's current assets were $58,444 and
its current liabilities were $262,240, which resulted in a working capital
deficit of $203,796. The Company's current assets consist primarily of prepaid
expenses in the amount of $51,494 and accounts receivable of $5,000. As of the
three-month period ended March 31, 2001, the Company's total assets were $88,599
compared to total assets of $120,786 for fiscal year ended December 31, 2000.
This decrease in total assets from fiscal year ended December 31, 2000 was due
primarily to a decrease in accounts receivable and prepaid expenses.

            As of March 31, 2001, the Company's current liabilities were
$262,240 and consist primarily of accounts payable and accrued liabilities in
the amount of $212,534 and loans payable in the amount of $49,706. As of the
three-month period ended March 31, 2001, the Company's total liabilities were
$262,240 compared to total liabilities of $682,737 for fiscal year ended
December 31, 2000. This decrease in total liabilities from fiscal year ended
December 31, 2000 was due primarily to a substantial decrease in accounts
payable and accrued liabilities resulting from settlement by the issuance of
restricted shares of Common Stock. During the three-month period ended March 31,
2001, loans payable in the amount of $193,776 were settled by execution of
settlement agreements with the respective creditors and issuance by the Company
of restricted shares of Common Stock. See "Item 2. Changes in Securities and Use
of Proceeds."

                                       12

            Stockholders' deficit decreased from ($561,951) for fiscal year
ended December 31, 2000 to ($173,641) for the three-month period ended March 31,
2001.

         The Company has not generated positive cash flows from operating
activities. For the three-month period ended March 31, 2001, net cash used in
operating activities was $73,934 compared to $269,352 for the three-month period
ended March 31, 2000 (a decrease of $195,418 or 264%). As noted above, although
net loss of $406,481 increased during the three-month period ended March 31,
2001 from a net loss of $284,298 during the three-month period ended March 31,
2000, the decrease in net cash used for operating activities was comprised
primarily of $262,202 as stock issued in lieu of interest payments compared to
$8,600 for the three-month period ended March 31, 2000.

         The Company's investing activities consisted of $-0- during the
three-month period ended March 31, 2001 compared to the purchase of fixed assets
totaling $1,882 during the three-month period ended March 31, 2000. The purchase
of fixed assets related primarily to the acquisition of computer hardware used
to support the Company's growing employee base.

         During the three-month period ended March 31, 2001, net cash provided
by financing activities was $48,695 compared to $314,500 during the three-month
period ended March 31, 2000. Net cash provided by financing activities during
the three-month period ended March 31, 2001 resulted primarily from loans in the
amount of $49,706 compared to net cash provided by financing activities during
the three-month period ended March 31, 2000 from issuance of common stock in the
amount of $209,500 and cash received in the amount of $110,000 on common stock
to be issued.

         Current management of the Company anticipates a possible increase in
operating expenses in order to successfully research and identify new business
endeavors. The Company may finance these expenses with further issuance of
common stock of the Company. The Company believes that any anticipated private
placements of equity capital and debt financing, if successful, may be adequate
to fund the Company's operations over the next four months. Thereafter, the
Company expects it will need to raise additional capital to meet long-term
operating requirements. The Company may encounter business endeavors that
require significant cash commitments or unanticipated problems or expenses that
could result in a requirement for additional cash before that time. If the
Company raises additional funds through the issuance of equity or convertible
debt securities other than to current shareholders, the percentage ownership of
its current shareholders would be reduced, and such securities might have
rights, preferences or privileges senior to its common stock. Additional
financing may not be available upon acceptable terms, or at all. If adequate
funds are not available or are not available on acceptable terms, the Company
may not be able to take advantage of prospective new business endeavors or
opportunities, which could significantly and materially restrict the Company's
business operations.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

            On approximately April 4, 2001, the Company received a letter from a
law firm, which threatened potential legal proceedings in the event the Company
does not comply with certain terms and conditions. The potential legal
proceedings involve an investor who had subscribed for shares of restricted

                                       13

Common Stock during October 2000 and who subsequently attempted to rescind the
transaction. Management of the Company believes that any potential damages
sought by the investor would be based on groundless causes of action. As of the
date of this Quarterly Report, management intends to continue its discussions,
and to review any such potential legal actions and legal remedies.

        Except as disclosed above, management is not aware of any other legal
proceedings contemplated by any governmental authority or other party involving
the Company or its properties. No director, officer or affiliate of the Company
is (i) a party adverse to the Company in any legal proceedings, or (ii) has an
adverse interest to the Company in any legal proceedings. Management is not
aware of any other legal proceedings pending or that have been threatened
against the Company or its properties.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

         During the three-month period ended March 31, 2001, to provide capital,
the Company has sold stock in private placement offerings or issued stock in
exchange for debts of the Company or pursuant to contractual agreements as
follows:

     o   On March 14, 2001, the Company entered into a settlement agreement with
         a creditor whereby the Company agreed to issue 2,989,000 shares of
         restricted Common Stock at $0.0427 per share under Rule 903(b)(3) of
         Regulation S of the Securities Act of 1933, as amended (the "Securities
         Act"). Under the terms of the settlement agreement, the creditor agreed
         to accept the 2,989,000 shares of Common Stock as payment for an
         aggregate debt in the amount of $127,630.30 owed to such creditor.
         Prior to the expiration of a one-year distribution period, the Company
         issued 2,989,000 shares in reliance upon the exemption from
         registration provided by Regulation S under the Securities Act. The
         creditor executed a subscription agreement in which he (i) certified
         that he was not a U.S. resident of the U.S. and was not acquiring the
         securities for the account of a U.S. resident; (ii) acknowledged that
         the securities to be issued had not been registered under the
         Securities Act and that any resale of such securities would be in
         accordance with the provisions of Regulation S or the Securities Act,
         or pursuant to an available exemption from registration; (iii) agreed
         not to engage in hedging transactions with regard to such securities;
        (iv) acknowledged that he understood the economic risk of an investment
        in the securities and that he had the opportunity to ask questions of
        and receive answers from the Company's management concerning any and all
        matters related to the acquisition of securities. No underwriter was
        involved in the transaction, and no commissions or other remuneration
        were paid in connection with the issuance of the securities.

     o   On March 14, 2001, the Company entered into a settlement agreement with
         a creditor whereby the Company agreed to issue 1,663,000 shares of
         restricted Common Stock at $0.04271 per share under Rule 903(b)(3) of
         Regulation S of the Securities Act. Under the terms of the settlement
         agreement, the creditor agreed to accept the 1,663,000 shares of Common
         Stock as payment for an aggregate debt in the amount of $71,022.20 owed
         to such creditor. The Company issued 1,663,000 shares in reliance upon
         the exemption from registration provided by Regulation S. The creditor
         executed a subscription agreement in which he (i) certified that he was
         not a U.S. resident of the U.S. and was not acquiring the securities
         for the account of a U.S. resident; (ii) acknowledged that the

                                       14

         securities to be issued had not been registered under the Securities
         Act and that any resale of such securities would be in accordance with
         the provisions of Regulation S or the Securities Act, or pursuant to an
         available exemption from registration; (iii) agreed not to engage in
         hedging transactions with regard to such securities; (iv) acknowledged
         that he understood the economic risk of an investment in the securities
         and that he had the opportunity to ask questions of and receive answers
         from the Company's management concerning any and all matters related to
         the acquisition of securities. No underwriter was involved in the
         transaction, and no commissions or other remuneration were paid in
         connection with the issuance of the securities.

     o   On March 14, 2001, the Company entered into a settlement agreement with
         a creditor whereby the Company agreed to issue 260,000 shares of
         restricted Common Stock at $0.04264 per share under Rule 903(b)(3) of
         Regulation S of the Securities Act. Under the terms of the settlement
         agreement, the creditor agreed to accept the 260,000 shares of Common
         Stock as payment for an aggregate debt in the amount of $11,086.83 owed
         to such creditor. The Company issued 260,000 shares in reliance upon
         the exemption from registration provided by Regulation S. The creditor
         executed a subscription agreement in which he (i) certified that he was
         not a U.S. resident of the U.S. and was not acquiring the securities
         for the account of a U.S. resident; (ii) acknowledged that the
         securities to be issued had not been registered under the Securities
         Act and that any resale of such securities would be in accordance with
         the provisions of Regulation S or the Securities Act, or pursuant to an
         available exemption from registration; (iii) agreed not to engage in
         hedging transactions with regard to such securities; (iv) acknowledged
         that he understood the economic risk of an investment in the securities
         and that he had the opportunity to ask questions of and receive answers
         from the Company's management concerning any and all matters related to
         the acquisition of securities. No underwriter was involved in the
         transaction, and no commissions or other remuneration were paid in
         connection with the issuance of the securities.

     o   On March 14, 2001, the Company entered into a settlement agreement with
         a creditor whereby the Company agreed to issue 1,163,000 shares of
         restricted Common Stock at $0.0427 per share under Rule 903(b)(3) of
         Regulation S of the Securities Act. Under the terms of the settlement
         agreement, the creditor agreed to accept the 1,163,000 shares of Common
         Stock as payment for an aggregate debt in the amount of $49,657.27 owed
         to such creditor. The Company issued 1,163,000 shares in reliance upon
         the exemption from registration provided by Regulation S. The creditor
         executed a subscription agreement in which he (i) certified that he was
         not a U.S. resident of the U.S. and was not acquiring the securities
         for the account of a U.S. resident; (ii) acknowledged that the
         securities to be issued had not been registered under the Securities
         Act and that any resale of such securities would be in accordance with
         the provisions of Regulation S or the Securities Act, or pursuant to an
         available exemption from registration; (iii) agreed not to engage in
         hedging transactions with regard to such securities; (iv) acknowledged
         that he understood the economic risk of an investment in the securities
         and that he had the opportunity to ask questions of and receive answers
         from the Company's management concerning any and all matters related to
         the acquisition of securities. No underwriter was involved in the
         transaction, and no commissions or other remuneration were paid in
         connection with the issuance of the securities.

                                       15

     o   On March 14, 2001, the Company entered into a settlement agreement with
         a creditor whereby the Company agreed to issue 15,230,000 shares of
         restricted Common Stock at $0.03 per share pursuant to Section 4(2) of
         the Securities Act. Under the terms of the settlement agreement, the
         creditor agreed to accept the 15,230,000 shares of Common Stock as
         payment for an aggregate debt in the amount of $456,896.55 owed to such
         creditor. The Company issued 15,230,000 shares in reliance upon the
         exemption from registration provided by Section 4(2). The creditor
         represented to the Company that it acquired the shares for its own
         account and not with a view to distribution, and that the Company made
         available all material information concerning the Company. No
         underwriter was involved in the transaction, and no commissions or
         other remuneration were paid in connection with the issuance of the
         securities.

     o   On March 14, 2001, the Company entered into a settlement agreement with
         a creditor whereby the Company agreed to issue 1,753,000 shares of
         restricted Common Stock at $0.03 per share under Rule 903(b)(3) of
         Regulation S of the Securities Act. Under the terms of the settlement
         agreement, the creditor agreed to accept the 1,753,000 shares of Common
         Stock as payment for an aggregate debt in the amount of $52,592.97 owed
         to such creditor. The Company issued 1,753,000 shares in reliance upon
         the exemption from registration provided by Regulation S. The creditor
         executed a subscription agreement in which he (i) certified that he was
         not a U.S. resident of the U.S. and was not acquiring the securities
         for the account of a U.S. resident; (ii) acknowledged that the
         securities to be issued had not been registered under the Securities
         Act and that any resale of such securities would be in accordance with
         the provisions of Regulation S or the Securities Act, or pursuant to an
         available exemption from registration; (iii) agreed not to engage in
         hedging transactions with regard to such securities; (iv) acknowledged
         that he understood the economic risk of an investment in the securities
         and that he had the opportunity to ask questions of and receive answers
         from the Company's management concerning any and all matters related to
         the acquisition of securities. No underwriter was involved in the
         transaction, and no commissions or other remuneration were paid in
         connection with the issuance of the securities.

            On approximately April 26, 2001, pursuant to a private transaction
not involving a public sale, Vaughn Barbon, an individual and resident of Canada
("Barbon") sold 2,000,000 shares of restricted Common Stock to Syncro-Data at a
price of $0.01 per share for an aggregate consideration of approximately
$20,000. On April 26, 2001, Barbon held of record 3,018,953 shares of restricted
Common Stock. The 2,000,000 shares of Common Stock acquired by Syncro-Data are
restricted securities. Syncro-Data executed a document in which it acknowledged
that the securities had not been registered under the Securities Act of 1933, as
amended, that it understood the economic risk of an investment in the
securities, and that it had the opportunity to ask questions of and receive
answers from management of the Company concerning any and all matters related to
the acquisition of securities. No underwriter was involved in the transaction,
and no commissions or other remuneration were paid in connection with the sale
and purchase of the securities.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

         No report required.

                                       16

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

            During the three-month period ended March 31, 2001, no matters were
submitted to a vote of the Company's shareholders through the solicitation of
proxies or otherwise. As of the date of this Quarterly Report, the Company has
prepared a definitive proxy statement in accordance with the rules and
regulations of the Exchange Act of 1934, as amended, pertaining to the Share
Purchase Agreement, and filed the proxy statement with the Securities and
Exchange Commission for subsequent distribution to its shareholders. Fifty-two
percent (52%) of the outstanding shares of common stock entitled to vote,
represented in person or by proxy, is required for a quorum at the special
meeting. The affirmative vote of shareholders holding at least a majority of the
shares of common stock present, or represented, at the special meeting, to be
held June 1, 2001, is required to approve the Share Purchase Agreement.

ITEM 5. OTHER INFORMATION

        No report required.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Report on Form 8-K filed April 16, 2001.
(b)      Report on Form 8-K filed March 21, 2001.
(c)      Report on Form 8-K filed March 14, 2001.
(d)      Report on Form 8-K filed March 14, 2001.

                                       17

SIGNATURES

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

                                                EDUVERSE.COM

Dated: May 14, 2001                             By: /s/ GRANT ATKINS
                                                 ------------------------------
                                                        Grant Atkins
                                                        President

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