SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                        --------------------------------

                                   FORM 10-QSB

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

                 For the Quarterly Period ended March 31, 2000

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

              For the Transition Period from _________ to _________

                        Commission File Number 000-27239

                                  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 Identification No.)
incorporation or organization)

                                1135 Terminal Way
                                    Suite 209
                             Reno, Nevada 89502-2168
                    (Address of Principal Executive Offices)

                                 (775) 332-3325
                (Issuer's Telephone Number, Including Area Code)

Check  whether  the issuer  has (1) filed all  reports  required  to be filed by
Section  13 or 15(d) of the  Exchange  Act  during  the past 12 months  (or 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:  13,649,794 shares of common stock
outstanding as of March 31, 2000.

Transitional Small Business Disclosure Format (check one): Yes [  ]  No [X]

                                TABLE OF CONTENTS

                                                                                        Page
                                                                                        ----

PART I.  FINANCIAL INFORMATION ...........................................................1

     Item 1. Financial Statements (Unaudited) ............................................1

          Consolidated Balance Sheets at March 31, 2000 and December 31, 1999 ............2

          Consolidated Statements of Operations for the three months
          ended March 31, 2000 and 1999 ..................................................3

          Consolidated  Statements of Cash Flow for the three months
          ended March 31, 2000 and 1999 ..................................................4

          Notes to Consolidated Financial Statements - March 31, 2000 ....................5

     Item 2.  Management's Discussion and Analysis of Financial Condition
              and Results of Operations .................................................12

PART II.  OTHER INFORMATION .............................................................16

     Item 1. Legal Proceedings ..........................................................16

     Item 2. New Agreements .............................................................16

     Item 3. Recent Sales of Unregistered Securities ....................................16

     Item 4. Exhibits and Reports on Form 8-K ...........................................18

PART 1. - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Consolidated Financial Statements

The following  historical  financial data provided as of and for the three month
period  ended  March 31, 2000 have been  derived  from the  Company's  unaudited
internal  consolidated  interim  financial  statements and have been prepared in
accordance with United States generally accepted accounting  principles.  In the
opinion of the Company's  management,  contained within the financial statements
are all  adjustments,  which  are  necessary  for a fair  representation  of the
information pertaining to the Company's financial position as of March 31, 2000.

                                       1

eduverse.com

                                    CONSOLIDATED BALANCE SHEETS

- ------------------------------------------------------------------------------------------------------------------
As of March 31, 2000                                                             (expressed in U.S. dollars)

                                                                                 31-Mar                    31-Dec
                                                                                  2000                      1999
                                                                                    $                        $
- ------------------------------------------------------------------------------------------------------------------
                                                                                                     
ASSETS

Current
Cash                                                                              84,843                   43,584
Accounts receivable less allowance of $4,933 and $6,292
at March 31, 2000 and December 31 1999, respectively                               3,863                    8,826
Finished goods inventory                                                          18,421                   17,296
Other receivable                                                                  14,635                   10,123
Prepaid expenses and other                                                        10,000                   15,369
- ------------------------------------------------------------------------------------------------------------------
Total current assets                                                             131,762                   95,189
Capital assets, net [note 4]                                                      49,366                   53,096
- ------------------------------------------------------------------------------------------------------------------
Total assets                                                                     181,128                  148,285
- ------------------------------------------------------------------------------------------------------------------

LIABILITIES AND SHAREHOLDERS' DEFICIT

Current
Accounts payable                                                                  76,912                  106,824
Accrued expenses                                                                  18,434                   19,585
Loans payable [note 7]                                                             5,000                   10,000
Current portion of royalty payable [note 5]                                      110,000                  104,400
- ------------------------------------------------------------------------------------------------------------------
Total current liabilities                                                        210,346                  240,809
Royalty payable [note 5]                                                          48,900                   48,900
- ------------------------------------------------------------------------------------------------------------------
                                                                                 259,246                  289,709
- ------------------------------------------------------------------------------------------------------------------

Commitment [note 11]
Shareholders deficit
Share capital [note 9]
Common stock - $0.001 par value
     Authorized shares: 50,000,000
     Issued and outstanding: 13,649,794 shares at Mar 31,2000
     and 13,185,089 shares at December 31, 1999                                   13,659                   13,185
Preferred stock - $0.001 par value
     Authorized shares: 5,000,000
     Issued and outstanding: nil                                                       0                        0
Shares to be issued                                                              110,000                    3,078
Additional paid in capital                                                     1,626,564                1,384,683
Accumulated deficit                                                           (1,828,341)              (1,544,043)
Accumulated other eomprehensive income                                                 0                    1,673
- ------------------------------------------------------------------------------------------------------------------
Total shareholders' deficit                                                      (78,118)                (141,424)
- ------------------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' deficit                                      181,128                  148,285
- ------------------------------------------------------------------------------------------------------------------

See accompanying notes

                                       2

eduverse.com

                               CONSOLIDATED STATEMENTS OF OPERATIONS

- ------------------------------------------------------------------------------------------------------------------
                                                                         (Expressed in U.S. dollars)

                                                                                  Period                    Period
                                                                                  ended                     ended
                                                                                  31-Mar                    31-Mar
                                                                                   2000                     1999
                                                                                     $                        $
- ------------------------------------------------------------------------------------------------------------------
                                                                                                  
REVENUE
Software sales [note 3]                                                            1,558                   80,453
Distribution royalties                                                                 0                   20,000
- ------------------------------------------------------------------------------------------------------------------
Total revenues                                                                     1,558                  100,453
Cost of goods sold                                                                 4,296                  (37,030)
- ------------------------------------------------------------------------------------------------------------------
Gross profit                                                                       5,854                   63,423
- ------------------------------------------------------------------------------------------------------------------

EXPENSES

Foreign currency transaction loss                                                (14,266)                       0
Deprecitation                                                                      4,881                    3,240
General and administrative [note 6]                                              145,952                   96,283
Marketing                                                                         62,966                   49,241
Research and development                                                          91,555                   59,698
- ------------------------------------------------------------------------------------------------------------------
                                                                                 291,088                  208,462
- ------------------------------------------------------------------------------------------------------------------
Operating loss                                                                  (285,234)                 145,039
Other income [note 12]                                                               936                  (41,691)
- ------------------------------------------------------------------------------------------------------------------
Net loss for the period                                                         (284,298)                (103,348)
- ------------------------------------------------------------------------------------------------------------------

Comprehensive loss
Net loss for the period                                                         (284,298)                (103,348)
Foreign currency translation                                                           0                        0
- ------------------------------------------------------------------------------------------------------------------
Comprehensive loss for the period                                               (284,298)                (103,348)
- ------------------------------------------------------------------------------------------------------------------

Net loss per common share:
             Basic and diluted                                                     (0.02)                   (0.01)
- ------------------------------------------------------------------------------------------------------------------

Weighted average number of common shares:
             Basic and diluted                                                13,485,903               11,985,565
- ------------------------------------------------------------------------------------------------------------------

See accompanying notes

                                       3

eduverse.com

                                 CONSOLIDATED STATEMENTS OF CASH FLOWS

- ------------------------------------------------------------------------------------------------------------------
                                                                         (Expressed in U.S. dollars)

                                                                                  Period                   Year
                                                                                  ended                    ended
                                                                                  31-Mar                   31-Dec
                                                                                  2000                     1999
                                                                                    $                       $
- ------------------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES

Net loss                                                                        (284,298)              (1,127,327)
Adjustment to reconcile net loss to net cash used in
             operating actvities:
             Common shares to be issued for services rendered                          0                    3,078
             Common shares issued for services rendered                            8,600                   52,752
             Common shares issued in lieu of interest expense                      7,000                   20,677
             Writedown and amortization of deferred charge                             0                  159,800
             Depreciation                                                          4,881                   17,705
             Effect of foreign currency                                          (14,266)                 (33,217)
             Stock based compensation                                                  0                    6,120
             Beneficial conversion feature of inventory loan                           0                    2,143
             Loss from theft of capital assets                                         0                      294
             Provisions for doubtful accounts                                      4,933                    6,193
Changes in operating assets and liabilities:

             Accounts receivable                                                  (4,963)                   4,176
             Finished goods inventory                                             (9,830)                  27,801
             Other receivable                                                     (4,801)                  (9,834)
             Prepaid expenses and other                                           (5,369)                  (9,655)
             Accounts payable                                                     29,912                   18,831
             Accrued expenses                                                     (1,151)                     (98)
             Unearned revenue                                                          0                  (21,054)
- ------------------------------------------------------------------------------------------------------------------
Net cash used in operating activities                                           (269,352)                (815,181)
- ------------------------------------------------------------------------------------------------------------------

INVESTING ACTIVITIES

Purchase of capital assets                                                        (1,882)                 (54,027)
Proceeds from insurance company for theft of capital assets                            0                   17,270
- ------------------------------------------------------------------------------------------------------------------
net cash used in investing activities                                             (1,882)                 (36,757)
- ------------------------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES

Cash proceeds from loan payable                                                        0                   10,000
Payments of loans payable                                                         (5,000)                 (79,764)
Payments under capital lease obligations                                               0                   (7,224)
Repayments of royalty payable                                                          0                   (6,500)
Cash proceeds from issuance of common stock                                      209,500                  971,695
Cash received on common stock to be issued                                       110,000                        0
- ------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities                                        314,500                  888,207
- ------------------------------------------------------------------------------------------------------------------
Effect of foreign exchange rate changes on cash                                   (2,007)                 (30,442)

Net increase in cash                                                              41,259                    5,827
Cash, beginning of period                                                         43,584                   37,757
- ------------------------------------------------------------------------------------------------------------------
Cash, end of period                                                               84,843                   43,584
- ------------------------------------------------------------------------------------------------------------------

See accompanying notes

                                       4

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1.   ORGANIZATION AND DESCRIPTION OF BUSINESS

Organization

eduverse.com  (the "Company") was  incorporated  on October 22, 1991,  under the
laws of the State of Nevada,  as Ward's  Futura  Automotive,  Ltd. The Company's
name was subsequently  changed to Perfect Future, Ltd. On June 11, 1998 its name
was changed to Eduverse Accelerated  Learning Systems,  Inc. and on May 19, 1999
to eduverse.com.

Pursuant  to a series of  transactions  on May 28,  1998 and May 29,  1998,  the
Company  acquired  all of the issued and  outstanding  share  capital of ESL Pro
Systems Inc.  ("ESL") and M&M Information and Marketing  Services Inc.  ("M&M"),
both Nevada companies  incorporated on May 5, 1998 and under common control. The
Company exchanged 2,000,000 common shares and 7,000,000 common shares for all of
the outstanding share capital of ESL and M&M, respectively. As a result of these
acquisitions,  the previous  shareholders of ESL and M&M, as a group, owned more
than  50%  of  the  issued  and  outstanding   voting  shares  of  the  Company.
Consequently,  this  business  combination  has been  accounted for as a reverse
acquisition  whereby  ESL and M&M are deemed to have been  combined  in a manner
similar  to  a  pooling  of  interests,   and  to  have  acquired  the  Company.
Accordingly, these transactions represent the recapitalization of the businesses
of ESL and M&M on a combined basis.

These  consolidated  financial  statements  are  issued  under  the  name of the
Company,  but are a continuation of the combined financial statements of ESL and
M&M and reflect  the  accounts  of ESL and M&M since  their  inception  at their
historic  net book  values.  As at May 29,  1998,  the Company had net  monetary
assets  of $1.  For  purposes  of the  acquisition,  the  fair  value of the net
monetary assets of $1 has been ascribed to the 2,250,000 previously  outstanding
common shares of the Company deemed to be issued in the acquisition.

Description of business

The Company is a  technology-based  company  focused on developing and marketing
interactive  multimedia  educational  software products.  At March 31, 2000, the
Company's  principal  markets  include Canada and U.S.A.  The Company  generates
revenues from the retail sale of its English language tutorial software products
ENGLISH  PRO. In late 1998,  the Company  started  pioneering  a new  e-commerce
educational  delivery  model  that  provides  users  with free  access to online
education.  The Company  expects to generate the majority of its future revenues
from  advertising  revenues by including an advertiser's  message as part of the
ENGLISH  PRO  tutorial.  In 2000,  1999 and  1998,  the  Company  recognized  no
advertising revenues.

Going concern

The Company's  financial  statements for the year ended March 31, 2000 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 $284,298 for
the  three-month  period  ended March 31,  2000,  and as of March 31, 2000 had a
working capital  deficiency of $78,118.  Management  recognizes that the Company
must obtain additional  financial resources by raising capital from shareholders
or other  sources or consider a  reduction  in  operating  costs to enable it to
continue  operations  with available  resources.  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.  If the
Company is unable to obtain adequate  additional  financing,  management will be
required to sharply curtail the Company's operating expenses.  Accordingly,  the
company's continuation as a going concern is in substantial doubt.

                                       5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

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 its operations.

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. (British Columbia, Canada),
ESL Pro Systems Inc. (Nevada,  USA), and M&M Information and Marketing  Services
Inc. (Nevada, USA). All significant  intercompany accounts and transactions have
been eliminated.

Cash and cash equivalents

Cash  and  cash  equivalents   consist  of  cash  and  highly  liquid  financial
instruments with remaining  maturities of three months or less when acquired and
which are readily convertible to cash.

Finished goods inventory

Finished goods inventory consists of English language tutorial software products
and is carried at the lower of weighted average cost and net realizable value.

Capital assets

Capital assets are stated at cost.  Depreciation  is computed on a straight-line
basis for financial  reporting  purposes  over the estimated  useful life of the
asset as follows:

     Computer equipment                                      3 years
     Furniture and office equipment                          5 years

Web-site development costs

Web-site development costs have been expensed as incurred.

Impairment of long-lived assets

The Company records  impairment  losses on long-lived  assets used in operations
when events and circumstances indicate that the assets might be impaired and the
undiscounted  cash flows estimated to be generated by those assets are less than
the carrying amounts of those assets.

Leases

Leases which transfer  substantially  all the benefits and risks of ownership of
the leased  property are accounted for as capital leases whereby the property is
recorded as an asset and the  obligation  incurred  is recorded as a  liability.
Under  this  method  of  accounting  for  leases,  the asset is  amortized  on a
straight-line basis over its estimated useful life and the obligation, including
interest  thereon,  is  amortized  over the life of the lease.  Operating  lease
payments are expensed as incurred.

Financial instruments

At March 31, 2000, the Company has the following  financial  instruments:  cash,
accounts receivable, other receivable, accounts payable, accrued expenses, loans
and royalty  payable.  The  carrying  value of these  financial  instruments  is
considered to approximate fair value based on their short-term nature.

                                       6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd.)

Advertising costs

Advertising  costs are expensed as incurred.  The Company  incurred  advertising
expense of $9,526 in 2000.

Deferred charge

The  deferred  charge  represents  a license fee for the use of software and was
being amortized on a straight-line basis over the three year minimum term of the
license  agreement.  As the Company  does not expect to obtain any future  value
from this licensing  agreement,  the entire  deferred charge balance of $159,800
was written off to expense in 1999.

Income taxes

The  Company  accounts  for  income  taxes  using  the  liability  method of tax
allocation. Under this method, deferred income taxes reflect the net tax effects
of temporary  differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for income tax purposes at
enacted tax rates expected to be in effect when the differences reverse.

Research and development

Research  and  development  costs are expensed as  incurred.  However,  computer
software development costs incurred after technological feasibility of a product
is  established  are  capitalized.  Technological  feasibility  is generally not
established until  substantially all related product development is complete and
the product is released.

Stock-based compensation

The  Company  accounts  for  stock-based  compensation  to  employees  based  on
Accounting Principles Board Opinion No. 25 and related interpretations,  whereby
the intrinsic value of options granted is recorded at the measurement  date. The
Company has adopted the  disclosure-only  provisions  of  Statement of Financial
Accounting  Standards ("SFAS") No. 123, Accounting for Stock-Based  Compensation
for stock options granted to employees.

Use of estimates

The  preparation  of  consolidated   financial  statements  in  conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Net loss per common share

The basic loss per share is computed by dividing the loss attributable to common
shareholders  by the weighted  average number of common shares  outstanding  for
that period.  Diluted loss per share is computed  giving  effect to all dilutive
potential common shares that were outstanding during the period. For the periods
ended March 31, 2000 and 1999,  there were no dilutive  potential  common shares
outstanding since the Company is in a loss position.

Foreign currency translation

In 2000 and 1999,  the  functional  currency of the Company  changed to the U.S.
dollar.   Accordingly,   for  the  Canadian  subsidiary,   monetary  assets  and
liabilities are translated into U.S. dollars at exchange rates prevailing at the
balance  sheet date and  non-monetary  items are  translated  at exchange  rates
prevailing at the historic rate. Revenue and expenses,  except  amortization are
translated at the average exchange rate in

                                       7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd.)

the  year.   Amortization  is  translated  at  the  same  rate  as  the  related
non-monetary   assets.   Gains  or  losses  arising  on  this  foreign  currency
translation are recorded in income.

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. Revenue received in advance
of shipment is recorded as unearned revenue.

Comprehensive loss

Comprehensive loss includes all changes in shareholders' deficit during a period
except  those   resulting   from   capital   transactions.   Accumulated   other
comprehensive income represents accumulated foreign currency adjustments for all
periods presented.

Recent pronouncements

The  Financial  Accounting  Standards  Board has issued  Statement  of Financial
Accounting Standards No. 133 "Accounting for Derivative  Instruments and Hedging
Activities"  (SFAS 133).  SFAS 133 will be effective for the Company's  year-end
December 31, 2001.

The Financial  Accounting  Standards Board has issued EITF 00-2  "Accounting for
Web Site  Development  Costs."  EITF 00-2 will be  effective  for the  Company's
year-end December 31, 2000.

The Company has not determined the impact,  if any, of these  pronouncements  on
its consolidated financial statements.

3.   MAJOR CUSTOMERS

For the  three-month  period  ended March 31, 2000,  64% of software  sales were
derived from one customer.  At March 31, 2000, the aggregate accounts receivable
balance relating to this customer was $3,102.

For the  same  period  1n 1999  86% of  software  sales  were  derived  from two
customers. At March 31, 1999, the aggregate accounts receivable balance relating
to this customer was $57,136.

4.   CAPITAL ASSETS

                                                                    Accumulated          Net Book
                                                       Cost        Depreciation            Value
                                                         $               $                   $
- --------------------------------------------------------------------------------------------------
                                                                                 
March 31, 2000
Computer equipment                                    59,723            19,664            40,059
Furniture and office equipment                        13,113             3,806             9,307
- --------------------------------------------------------------------------------------------------
                                                      72,836            23,470            49,366
- --------------------------------------------------------------------------------------------------

March 31, 1999
Computer equipment                                    38,862             6,000            32,862
Furniture and office equipment                         7,922             1,188             6,734
- --------------------------------------------------------------------------------------------------
                                                      46,784             7,188            39,596
- --------------------------------------------------------------------------------------------------

                                       8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

5.   DEFERRED CHARGE

On May 7, 1998,  the  Company's  wholly  owned  subsidiary  ESL PRO Systems Inc.
entered into a license  agreement with Boswell  International  Technologies Ltd.
(Boswell)  to acquire  certain  rights to  developed  software.  Pursuant to the
license  agreement,  ESL PRO Systems  Inc. is required to make  certain  minimum
annual royalty  payments and may be required to pay additional  amounts based on
sales levels for a minimum period of 3 years.

In 1998, the Company  capitalized the total value of the contract of $211,800 as
a deferred charge, to be amortized on a straight-line  basis over the three-year
contract term. The Company also recorded a royalty  payable for $211,800,  to be
paid to Boswell based on a pre-determined  schedule, as defined in the contract.
The Company was required to make a minimum  royalty  payment of $29,400 in 1999.
However,  only  $6,500  was  repaid.  Future  minimum  payments,  including  the
remaining  amount  due in 1999,  under  the  terms of this  contract  are 2000 -
$104,400 and 2001 - $48,900.

As the Company is changing its software  delivery system from in-store retail to
on-line  delivery,  it is no longer using the developed  software  licensed from
Boswell  International  Technologies  Ltd. As no future  benefit will be derived
from this  deferred  license fee, the amount of $159,800 has been written off to
expense for the year ended December 31, 1999.

6.   RELATED PARTY TRANSACTIONS

General  and  administrative  expenses  include  consulting  fees of $15,000 and
$15,000  paid to officers of the Company  during the  three-month  period  ended
March 31, 2000 and the same period in 1999 respectively.

7.   LOANS PAYABLE

                                                    March 31, 2000
                                                                $
- --------------------------------------------------------------------
Stockholder Loan                                                --
Inventory Loans                                              5,000
Third Party Loan                                                --
- --------------------------------------------------------------------
                                                             5,000
- --------------------------------------------------------------------

The Inventory  Loans  outstanding  at March 31, 2000 bear interest at 70%. These
loans are  unsecured,  with no  maturity  date.  At the option of the holder the
loans may be converted  into common  shares of the Company at a conversion  rate
equal to 65% of the market value of the common stock on the date of  conversion.
The  amount  of the  beneficial  conversion  has  been  expensed  in 1999 and is
presented in additional paid in capital.

The loan was paid out on April 28, 2000.

8.   SHARE CAPITAL

[a]  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.

[b]  Stock offering

In March 2000, the Company announced a financing via private placement  offering
under  Regulation D, Rule 506 of the  Securities  and Exchange  Commission.  The
Company intends to offer and sell 1,000,000

                                       9

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

units at $1 per  unit,  with  each unit  consisting  of one share of  restricted
common stock and two warrants.  Each warrant entitles the holder to purchase one
additional  share of  restricted  common  stock at $2.50 per share and $5.00 per
share, respectively.

[c]  Stock options

During the three-month  period ended March 31, 2000 the Company cancelled 90,000
employee stock option.

The following table summarizes  information  about stock options under the plans
outstanding at March 31, 2000:

                    Number
   Range of     Outstanding at
   Exercise      December 31,
    Prices           1999
- --------------------------------

     $0.38            150,000
 $0.68 - $1.00      1,147,500
 $1.06 - $1.38        150,000
 $2.50 - $3.50         20,000
 $4.50 - $5.50         20,000
- --------------------------------
Total               1,487,500

9.   INCOME TAXES

At December  31, 1999 the Company  has a net  operating  loss for United  States
income tax purposes of approximately $190,000 which will begin to expire in 2018
if not utilized.

In addition, the Company has non-capital losses for Canadian income tax purposes
of  approximately  $900,000 at December 31, 1999,  which will begin to expire in
2005 if not utilized.

Deferred income taxes reflect the net effects of temporary  differences  between
the carrying value of assets and  liabilities for financial  reporting  purposes
and the amounts  used for income tax  purposes.  The Company  has  recognized  a
valuation  allowance  of $500,000  equal to the  deferred  tax assets due to the
uncertainty of realizing the benefits of the assets.

10.  COMMITMENTS

Operating lease

The Company leases its operating  facilities on a month-to-month basis at a rate
of $1,500 per month.  For the period ended March 31, 2000 and 1999,  the Company
incurred rent expense of $6,521 and $4,853 respectively.

The Company  has entered  into a contract  with a  consultant  who is to provide
investor relations  services.  Under the terms of this contract,  the Company is
required to make monthly cash payments of $5,000 through November 2000.

12.  OTHER INCOME

In 2000, the Company  recognized $936 of revenues from interest generated on its
bank accounts.

                                       10

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

13.  SUBSEQUENT EVENTS

In April 2000,  the Company issued 336,66 shares of common stock in exchange for
$295,000 in capital.  These  shares were issued at prices  ranging  from $0.75 -
$1.00 per share.

14.  COMPARATIVE FIGURES

Certain  comparative figures have been reclassified in order to conform with the
presentation adopted in the current year.

                                       11

ITEM 2  MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

     The following discussion contains  forward-looking  statements that involve
risks and  uncertainties.  The Company's actual results could differ  materially
from those discussed in these forward-looking  statements as a result of various
factors,  including  those set forth in "risk  factors"  and  elsewhere  in this
registration  statement.  The following discussion should be read in conjunction
with the  financial  statements  and notes  thereto  included  elsewhere in this
registration statement. See "Forward-looking Statements" and "Risk Factors."

Foreword-looking Statements

     Except for statements of historical  fact,  certain  information  contained
herein constitutes  "forward-looking  statements,"  including without limitation
statements containing the words "believes,"  "anticipates," "intends," "expects"
and words of similar import, as well as all projections of future results.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors which may cause the actual results or  achievements of the Company
to be  materially  different  from any  future  results or  achievements  of the
Company expressed or implied by such  forward-looking  statements.  Such factors
include,  but are not limited to the following:  the Company's limited operating
history,   competition,   management  of  growth  and   integration,   risks  of
technological  change,  the  Company's  dependence on key  personnel,  marketing
relationships and the other risks and uncertainties described under "Description
of Business - Risk Factors" in this Form 10-QSB.  Certain of the forward looking
statements  contained  in  this  registration   statement  are  identified  with
cross-references to this section and/or to specific risks identified under "Risk
Factors."

RESULTS OF OPERATIONS

Three-Month  Period Ended March 31, 2000  Compared to  Three-Month  Period Ended
March 31, 1999

     Revenues.  The Company  derives its  revenues  from the retail sales of its
software  products and  royalties  received  from  distributors  of its software
products.  For the three-month period ended March 31, 2000, 64% of the Company's
software sales were derived from two  customers.  Revenues for the quarter ended
March 31, 2000 were $1,558  compared  with $100,453 for the same period in 1999.
This  decrease is  primarily  due to the  Company's  decision to exit the retail
sales of its ENGLISH PRO 6.2.  The Company  anticipates  minimum  revenues  from
retail  sales  of  its  software  products  during  2000.  In  addition,  it  is
anticipated  that additional  revenues from the sale of advertising  embedded in
the Company's  Internet-enabled software product will be generated beginning the
third quarter of 2000.

     Cost of Goods Sold. Cost of Goods Sold consists of expenses associated with
the physical  production of the "boxed"  software  packages that are sold in the
retail market. During the three-month period ended March 31, 2000, cost of goods
sold  decrease  to $4,296  from  ($37,030)  for the same  period  in 1999.  This
decrease  is due to the  Company's  decision  to exit  the  retail  sales of its
ENGLISH PRO 6.2.

     Amortization  and Write Down of Deferred  Charge.  The  amortized  deferred
charge  represents  a license  fee for the use of ENGLISH  PRO 6.2 and was being
amortized  on a  straight-line  basis over the  three-year  minimum  term of the
license agreement. As the Company does not

                                       12

expect to obtain any  future  value from this  licensing  agreement,  the entire
deferred  charge  balance of $159,800  was  written off to expense in 1999.  The
license fee for use of software is amortized on a  straight-line  basis over the
three-year minimum term of the license agreement with Boswell.

     Depreciation  Depreciation  expenses  consists of  depreciation on computer
equipment,  office  equipment  and  furniture.  Capital  assets such as computer
equipment and furniture and office  equipment are depreciated on a straight-line
basis over their estimated useful lives, computer equipment over three years and
furniture and office  equipment over five years.  During the three-month  period
ended March 31, 2000,  depreciation expenses increased to $4,881 from $3,240 for
the same period in 1999. This is due to increased  depreciation costs associated
with the increase in purchases of computer equipment by the Company.

     General and Administrative  Expenses.  General and administrative  expenses
primarily consist of management, financial and administrative personnel expenses
and related  costs and  professional  service fees.  General and  administrative
expenses were $145,952 for the  three-month  period ended March 31, 2000,  which
represents an increase of 52% over the same period in 1999. This increase is due
primarily to an increase in expenses related to hiring of personnel,  and travel
expenses.  In addition,  legal and accounting fees associated with the filing on
The  Company's  10-QSB and other  matters  relating  to being a fully  reporting
company.  The Company anticipates that general and administrative  expenses will
increase  significantly  in the  next  year  due to  the  implementation  of its
Internet/Intranet enabled software initiatives in South East Asia.

     Marketing  Expenses.  Marketing expenses consist primarily of marketing and
promotional costs relating to the development of the Company's brands as well as
personnel,  travel and other  costs.  Marketing  expenses  were  $62,966 for the
three-month  period  ended  March 31,  2000,  which were 28%  higher  than those
incurred for the same period in 1999.  This increase was primarily  attributable
to increased travel expenses incurred to promote the Company's  Internet-enabled
software products in South East Asia. The Company anticipates marketing expenses
will increase over the next 12 months as a result of its current  initiatives in
Thailand  and Malaysia  throughout  Asia and Latin  America,  which will require
extensive travel for the its marketing staff.

     Research  and  Development  Expenses.  Research  and  development  expenses
primarily include personnel costs relating to developing the Company's  software
and  maintaining  and enhancing the features  content and  functionality  of the
Company's  Internet  Web site and  related  systems.  Research  and  development
expenses  were  $91,555 for the  three-month  period  ended March 31, 2000 which
represents  an increase of 54% over the same period in 1999.  This  increase was
primarily due to increased  staffing in the research and  development  team. The
Company  anticipates  that its research and  development  staff will continue to
grow through and into 2000 as the Company focuses on improving and expanding the
features and  availability  of its  Internet/Intranet  network-enabled  software
products.  Research and  development  costs are  expensed as incurred.  However,
computer software development costs incurred after technological  feasibility of
a product is established are capitalized. Technological feasibility is generally
not established until  substantially all related product development is complete
and the product is released.

     Income Taxes.  No provision  for federal  income taxes has been recorded in
1999 or 1998 as a result of losses.  As of March 31,  2000 the Company had a net
operating loss for United States income tax purposes of  approximately  $190,000
which will begin to expire in 2018 if not utilized. In addition, the Company has
non-capital losses for Canadian income tax purposes of approximately $900,000 at
March 31, 2000, which will begin to expire in 2005 if not utilized.

                                       13

The  Company  has  recognized  a valuation  allowance  of $500,000  equal to the
deferred  tax assets due to the  uncertainty  of  realizing  the benefits of the
asset.

     Other Income.  Other income during the  three-month  period ended March 31,
2000  decreased to $936  compared to $41,691 for the same period in 1999.  Other
Income  consisted of interest  earned by the Company on its bank  balances.  The
Other  Income  in 1999  was the  result  of the sale of two web  domains  by the
Company.  It is not  anticipated  the Company will be selling web domains in the
future.

Liquidity and Capital Resources

     Since  inception,  the Company has financed  operations and met its capital
expenditure  requirements  primarily through private sales of equity securities,
which have  resulted in net proceeds of  $1,488,928  through  March 31, 2000. At
March 31,  2000,  the  Company had  $84,843 in cash and cash  equivalents  and a
working  capital  deficit of  $78,118.  On March 2000,  the Company  announced a
financing via private  placement  offering  under  Regulation D, Rule 506 of the
Securities  and  Exchange  Commission.  The  Company  intends  to offer and sell
1,000,000  units at $1 per  unit,  with  each  unit  consisting  of one share of
restricted  common stock and two warrants.  Each warrant  entitles the holder to
purchase one additional share of restricted  common stock at $2.50 per share and
$5.00 per share,  respectively.  As of March 31, 2000 the  Company has  received
$110,000 of this offering.

     The  Company  has not  yet  generated  positive  cashflows  from  operating
activities.  Cash used in operating activities was $269,352 and $256,268 for the
three-month  period  ended  March  31,  2000  and for the same  period  in 1999,
respectively.  The  Company  does not  expect  to  generate  positive  cash from
operations for the year ending December 31, 2000.

     The Company's investing  activities have consisted of capital  expenditures
totaling $1,882 and $8,710 for the  three-month  period ended March 31, 2000 and
for the same  period in 1999  respectively.  The  capital  expenditures  related
primarily to the  acquisition  of computer  hardware used to support its growing
employee base.

     Net cash provided by financing activities was $319,500 and $706,000 for the
three  month-period  ended  March  31,  2000  and for the same  period  in 1999,
respectively.  Net cash provided by financing activities resulted primarily from
issuance of capital stock,  which was partially offset by principal  payments on
capital leases and notes payable.  During the three-month period ended March 31,
2000 the Company received $110,000 under its financing offering.  Shares had not
been issued as of March 31, 2000.

     The Company  does  foresee an increase  in  operating  expenses in order to
implement its Internet/Intranet enabled applications in Thailand and Malaysia as
well as the continue upgrade of its software  application.  Further, the Company
expects to sign  additional  Ministries  of Education  and with  implementations
beginning  by the second  quarter  of 2000.  The  Company  expects to fund these
increase  with  further  issuance  of  common  stock  of the  Company  and  from
advertising revenues that are expected to begin in the third quarter of 2000. On
April 27,  2000 the  Company  announced  an  agreement  with the  China  Central
Educational Technology Center to provide educational software to China's primary
and secondary schools.

     The Company believes that anticipated  private placements of equity capital
and  anticipated  operating  revenues  will be  adequate  to fund the  Company's
operations  over the next nine months.  Thereafter,  the Company expects it will
need to raise additional capital to meet its

                                       14

long-term operating requirements. The Company may encounter business initiatives
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,  the percentage ownership of its 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's ability to fund its expansion, take advantage of
business opportunities,  develop or enhance its products or otherwise respond to
competitive  pressures would be significantly  limited, and it may significantly
restrict the Company's operations.

Foreign Currency Translation and Hedging

     Foreign  exchange gains (losses) have not been  significant to date and the
Company does not, at this time,  engage in forward  exchange  contracts  for the
purpose of hedging  against  fluctuations  in the exchange  rate between  United
States and Canadian dollars.

     During the second and third quarters of 2000, the Company intends to engage
in activities in foreign countries,  namely Thailand,  Malaysia,  Columbia, Hong
Kong,  Taiwan and China.  These  activities  will likely  result in  development
expenses  related to the  installation,  support and  maintenance of ENGLISH PRO
Network Edition on educational networks and sales and marketing expenses related
to  generating  advertising  revenues  in  these  regions.  The  Company  has no
immediate plans for hedging against fluctuations in these currencies.

Risk factors

     The  business of the Company  involves a number of risks and  uncertainties
that could cause actual results to differ  materially from results  projected in
any  forward-looking  statement  in this report.  These risks and  uncertainties
include the risks set forth below. The Company's  securities are speculative and
investment  in the Company's  securities  involves a high degree of risk and the
possibility the investor will suffer the loss of the entire amount invested.

Limited Operating History; History of Losses; Increased Expenses

     The Company  incurred a net loss of $284,298 for  three-month  period ended
March 31, 2000.  The Company has had minimal  revenue  since  inception , it has
never been  profitable  and there can be no assurance  that, in the future,  the
Company will be  profitable  on a quarterly or annual  basis.  In addition,  the
Company  plans to  increase  its  operating  expenses  to  expand  its sales and
marketing operations,  fund greater levels of research and development,  broaden
its customer support capabilities and increase its administration  resources. In
view of the  rapidly  evolving  nature of the  Company's  business,  markets and
limited   operating   history,   the  Company  believes  that   period-to-period
comparisons of financial  results are not necessarily  meaningful and should not
be relied upon as an indication of future performance.

Need for Additional Financing

     The Company has accumulated  losses of $1,828,341 since it began operations
in May 1998 and will require additional working capital to complete its business
development  activities  and generate  revenue  adequate to cover  operating and
further  development  expenses.  The Company incurred a loss of $284,298 for the
three-month period ended March 31, 2000, and as of

                                       15

March  31,  2000  had  a  working  capital  deficiency  of  $78,118.  Management
recognizes  that the  Company  must obtain  additional  financial  resources  by
raising  capital from  shareholders  or other sources or consider a reduction in
operating costs to enable it to continue  operations  with available  resources.
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.  If the  Company is unable to obtain  adequate  financing,
management will be required to sharply curtail the Company's operating expenses.

PART II  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     The  Company  is not a party  to,  and none of the  Company's  property  is
subject to, any material pending or threatened legal proceeding.

ITEM 2.  AGREEMENTS

     During  the  period  ended  March 31,  2000 the  Company  entered  into the
following agreements:

     Zap Me

     The ZapMe agreement is a continuation of the Company's marketing activities
as a content  provider  whereby it provides  its English  language  programs and
co-brands  its  product and  educational  games with web  portals,  ISP's and PC
manufacturers.  This program  will  generate  revenues on an equal  basis.  With
revenues projected in the third quarter of 2000.

     ZapMe is a leading  provider  of quality  technology  and online  education
content to schools  and  communities  nationwide,  has built  America's  largest
Internet media network specializing in education.

ITEM 3.  RECENT SALES OF UNREGISTERED SECURITIES

     On January 21, 2000,  the Company  issued an aggregate of 17,000  shares of
common  stock to Rob  Weston  at a price  per  share of  $0.50 in  exchange  for
principal  payment of $5,000 and interest expense of $3,500 accrued on inventory
loan. The shares were issued to a holder  outside the United States  pursuant to
an exclusion from registration under Regulation S under the Securities Act.

     On January 21,  2000,  the Company  issued  7,000 shares of common stock to
Marshall  Farris at a price per share of $0.50 in exchange for interest  expense
of $3,500 accrued on inventory  loan. The shares were issued to a holder outside
the United States pursuant to an exclusion from registration  under Regulation S
under the Securities Act.

     On January 21,  2000,  the Company  issued  4,000 shares of common stock to
Vaughn Barbon at a price per share of $0.50 for services rendered of $2,000. The
shares  were  issued  to a holder  outside  the  United  States  pursuant  to an
exclusion from registration under Regulation S under the Securities Act.

                                       16

     On January 26,  2000 the Company  issued  5,000  shares of common  stock to
Vinai  Roachthevilit  at a price per share of $0.50  for an  aggregate  purchase
price of $2,500.  The shares were issued to a holder  outside the United  States
pursuant  to an  exclusion  from  registration  under  Regulation  S  under  the
Securities Act.

     On January 31, 2000 the Company  issued  80,000  shares of common  stock to
Marc  Crimeni at a price per share of $0.50 for an aggregate  purchase  price of
$40,000.  The shares were issued to a holder outside the United States  pursuant
to an exclusion from registration under Regulation S under the Securities Act.

     On January 31, 2000 the Company  issued  80,000  shares of common  stock to
Nick  Sereda at a price per share of $0.50 for an  aggregate  purchase  price of
$40,000.  The shares were issued to a holder outside the United States  pursuant
to an exclusion from registration under Regulation S under the Securities Act.

     On January 31, 2000 the Company  issued  20,000  shares of common  stock to
Robert  Ricco at a price per share of $0.50 for an aggregate  purchase  price of
$10,000.  The shares were issued to a holder outside the United States  pursuant
to an exclusion from registration under Regulation S under the Securities Act.

     On January 31, 2000 the Company  issued  40,000  shares of common  stock to
Douglas Cairns at a price per share of $0.50 for an aggregate  purchase price of
$20,000.  The shares were issued to a holder outside the United States  pursuant
to an exclusion from registration under Regulation S under the Securities Act.

     On January 31, 2000 the Company  issued  20,000  shares of common  stock to
Desmond Duffy at a price per share of $0.50 for an aggregate  purchase  price of
$10,000.  The shares were issued to a holder outside the United States  pursuant
to an exclusion from registration under Regulation S under the Securities Act.

     On January 31, 2000 the Company  issued  20,000  shares of common  stock to
Lambeth Investments Ltd. at a price per share of $0.50 for an aggregate purchase
price of $10,000.  The shares were issued to a holder  outside the United States
pursuant  to an  exclusion  from  registration  under  Regulation  S  under  the
Securities Act.

     On January 31, 2000 the Company  issued  20,000  shares of common  stock to
Hugh Hutchison at a price per share of $0.50 for an aggregate  purchase price of
$10,000.  The shares were issued to a holder outside the United States  pursuant
to an exclusion from registration under Regulation S under the Securities Act.

     On January 31, 2000 the Company  issued  10,000  shares of common  stock to
Glen Warren Pendry at a price per share of $0.50 for an aggregate purchase price
of $5,000. The shares were issued to a holder outside the United States pursuant
to an exclusion from registration under Regulation S under the Securities Act.

     On January 31, 2000 the Company  issued  10,000  shares of common  stock to
Nicholar  James  Smart at a price per share of $0.50 for an  aggregate  purchase
price of $5,000.  The shares were issued to a holder  outside the United  States
pursuant  to an  exclusion  from  registration  under  Regulation  S  under  the
Securities Act.

                                       17

     On January 31, 2000 the Company  issued  10,000  shares of common  stock to
David  Mandel at a price per share of $0.50 for an aggregate  purchase  price of
$5,000. The shares were issued to a holder outside the United States pursuant to
an exclusion from registration under Regulation S under the Securities Act.

     On January 31, 2000 the Company issued 24,000 shares of common stock to Ray
Billing  at a price  per  share  of $0.50  for an  aggregate  purchase  price of
$12,000.  The shares were issued to a holder outside the United States  pursuant
to an exclusion from registration under Regulation S under the Securities Act.

     On January 31, 2000 the Company  issued  15,000  shares of common  stock to
Ethel  Magnus at a price per share of $0.50 for an aggregate  purchase  price of
$7,500. The shares were issued to a holder outside the United States pursuant to
an exclusion from registration under Regulation S under the Securities Act.

     On January 31, 2000 the Company  issued  15,000  shares of common  stock to
Chester Kmiec at a price per share of $0.50 for an aggregate  purchase  price of
$7,500. The shares were issued to a holder outside the United States pursuant to
an exclusion from registration under Regulation S under the Securities Act.

     On January 31, 2000 the Company  issued  50,000  shares of common  stock to
O.E.M.  Capital  Corporation  at a price  per  share of $0.50  for an  aggregate
purchase price of $25,000. The shares were issued to a holder outside the United
States pursuant to an exclusion from  registration  under Regulation S under the
Securities Act.

     On March 1, 2000,  the  Company  issued  13,520  shares of common  stock to
Persian Distributors Inc. at a price per share of $0.50 for services rendered of
$6,760. The shares were issued to a holder outside the United States pursuant to
an exclusion from registration under Regulation S under the Securities Act.

     On March 7, 2000, the Company issued 1,840 shares of common stock to Vaughn
Barbon at a price per share of $1.00 for services rendered of $1,840. The shares
were issued to a holder outside the United States  pursuant to an exclusion from
registration under Regulation S under the Securities Act.

ITEM 4.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

Exhibit
Number            Description
- ------            -----------

27.1              Financial Data Schedule

     (b)  Form 8-K

     The registrant did not file any reports on Form 8-K during the three months
ended March 31, 2000.

                                       18

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934,  the registrant has caused this report to be signed on its
behalf by the undersigned,  thereunto duly  authorized,  on the 12th day of May,
2000.

                                      EDUVERSE.COM

                                      By: /s/ Mark E. Bruk
                                          --------------------------------------
                                          Mark E. Bruk, President, Chief
                                          Executive Officer and Treasurer

  

                     5

                   3-MOS
                          DEC-31-2000
                               MAR-31-2000
                                          84,843
                                         0
                                    3,863
                                    (4,933)
                                     18,421
                               131,762
                                          49,366
                                   4,881
                                 181,128
                          210,346
                                              0
                                0
                                          0
                                        13,659
                                           0
                   181,128
                                          1,558
                                 1,558
                                           (4,296)
                                  291,088
                                     0
                                     0
                                   0
                               (284,298)
                                         0
                           (284,298)
                                       0
                                      0
                                            0
                                   (284,298)
                                       (0.02)
                                     (0.02)