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 September 30, 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                                (IRS Employer
incorporation or organization)                               Identification No.)

                                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:  14,347,434 shares of common stock
outstanding as of November 1, 2000.

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

                                TABLE OF CONTENTS

               

PART I.           FINANCIAL INFORMATION

         Consolidated  Balance  Sheets at  September  30, 2000 and  December 31, 1999.

         Consolidated  Statements  of  Operations  for the three and nine months ended September
         30, 2000 and 1999.

         Consolidated  Statements  of Cash  Flows for the three and nine  months ended September
         30, 2000 and 1999.

         Notes to Consolidated Financial Statements - September 30, 2000.

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

PART II.          OTHER INFORMATION

     Item 1.  Legal Proceedings

     Item 2.  Changes in Securities and Use of Proceeds

     Item 3.  Defaults Upon Senior Securities

     Item 4.  Submission of Matters to a Vote of Security Holders

     Item 5.  Other Information

     Item 6.  Exhibits and Reports on Form 8-K

SIGNATURES

PART 1. - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                                              CONSOLIDATED BALANCE SHEETS
=======================================================================================================

                                                                     (Expressed in U.S. dollars)

                                                                      30-Sep                    31-Dec
                                                                       2000                      1999
                                                                         $                         $
- -------------------------------------------------------------------------------------------------------

ASSETS                                                             Unaudited
Current
Cash                                                                   6,466                    43,584
Accounts receivable net of allowances                                  9,512                     8,826
Inventory                                                                  -                    17,296
Other receivable                                                      20,192                    10,123
Prepaid expenses and other                                            58,369                    15,360
- -------------------------------------------------------------------------------------------------------
Total current assets                                                  94,539                    95,189
Capital assets, net                                                   40,770                    53,096
- -------------------------------------------------------------------------------------------------------
Total assets                                                         135,309                   148,285
=======================================================================================================

LIABILITIES AND SHAREHOLDERS' DEFICIT
Current
Accounts payable                                                     146,300                   106,824
Accrued expenses                                                       4,754                    19,585
Loans payable [note 5]                                               130,750                    10,000
Current portion of royalty payable                                         -                   104,400
- -------------------------------------------------------------------------------------------------------
Total current liabilities                                            281,804                   240,809
Royalty payable                                                            -                    48,900
- -------------------------------------------------------------------------------------------------------
                                                                     281,804                   289,709
- -------------------------------------------------------------------------------------------------------

Commitment and Contingencies
Shareholders deficit
Share capital [note 4]
Common stock - $0.001 par value
     Authorized shares: 50,000,000
     Issued and outstanding: 14,347,434 shares at Sept. 30,2000
     and 13,185,809 shares at December 31, 1999                       14,347                    13,185
Preferred stock - $0.001 par value
     Authorized shares: 5,000,000
     Issued and outstanding: nil                                           -                         -
Shares to be issued                                                    5,000                     3,078
Additional paid in capital                                         2,348,707                 1,384,683
Accumulated deficit                                               (2,516,222)               (1,544,043)
Accumulated other comprehensive income                                 1,673                     1,673
- -------------------------------------------------------------------------------------------------------
Total shareholders' deficit                                         (146,495)                 (141,424)
- -------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' deficit                          135,309                   148,285
=======================================================================================================

See accompanying notes

                                                           CONSOLIDATED STATEMENTS OF OPERATIONS
==================================================================================================================
                                                                                      (Expressed in U.S. dollars)

                                                  Three Months Ended (unaudited)     Nine Months Ended (unaudited)
                                                      30-Sep          30-Sep            30-Sep          30-Sep
                                                       2000            1999              2000            1999
                                                        $               $                 $               $
- --------------------------------------------------------------------------------------------------------------

REVENUE
Software sales                                         3,054           5,371            14,861         100,520
Distribution royalties                                     -               -                 -          40,644
- --------------------------------------------------------------------------------------------------------------
Total revenues                                         3,054           5,371            14,861         141,164
Cost of goods sold                                    (1,903)        (17,445)           (2,632)        (53,328)
- --------------------------------------------------------------------------------------------------------------
Gross profit                                           1,151         (12,074)           12,229          87,836
- --------------------------------------------------------------------------------------------------------------

EXPENSES
Amortization of deferred charge                            -          15,960                 -          47,860
Foreign currency transaction loss                     (2,409)              -           (27,243)              -
Depreciation                                           5,277           5,147            15,461          12,463
General and administrative                           114,913          93,556           404,921         304,766
Marketing                                            262,361          83,502           485,149         216,053
Research and development                              81,727          86,090           254,685         222,221
- --------------------------------------------------------------------------------------------------------------
                                                     461,869         284,255         1,132,973         803,363
- --------------------------------------------------------------------------------------------------------------
Operating loss                                      (460,718)       (296,329)       (1,120,744)       (715,527)
Other income                                           7,665           1,614             8,738          98,854
Gain on disposal of in subsidiary                    139,827               -           139,827               -
- --------------------------------------------------------------------------------------------------------------
Net loss and comprehensive loss for the period      (313,226)       (294,715)         (972,179)       (616,673)
==============================================================================================================

Net loss per common share:
              Basic and diluted                        (0.02)          (0.02)            (0.07)          (0.05)
==============================================================================================================

Weighted average number of common shares:
              Basic and diluted                   14,278,963      12,753,246        13,887,601      12,493,756
==============================================================================================================

See accompanying notes

                                      CONSOLIDATED STATEMENTS OF CASH FLOWS
===========================================================================================================
                                                                               (Expressed in U.S. dollars)

                                                                      Nine Months Ended (unaudited)
                                                                    30-Sep                     30-Sep
                                                                     2000                       1999
                                                                       $                         $
- -----------------------------------------------------------------------------------------------------------

                                                                          Unaudited
OPERATING ACTIVITIES
Loss for the period                                               (972,179)                  (616,736)
Adjustment to reconcile net loss to net cash used in
operating activities:

Common shares issued for services rendered                         188,905                     42,294
Common shares issued in lieu of interest expense                     7,000                          -
Write down and amortization of deferred charge                           -                     47,860
Depreciation                                                        15,461                     12,463
Non-cash gain on disposal of subsidiary                           (139,827)                         -

Changes in non-cash working capital items:
Accounts receivable                                                (14,159)                   (32,727)
Finished goods inventory                                            17,296                     28,529
Other receivables                                                  (10,069)                         -
Prepaid expenses and other                                          24,991                      5,651
Accounts payable                                                    39,476                    (45,609)
Accrued expenses                                                   (14,831)                         -
Unearned revenue                                                         -                    (20,138)
- ------------------------------------------------------------------------------------------------------
Net cash used in operating activities                             (857,936)                  (578,413)
- ------------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
Cash proceeds of loans payable
Advances(repayments) of loans                                      120,750                    (73,685)
Payments under capital lease obligations                                 -                    (10,168)
Issuance of common stock                                           611,078                    755,998
Cash received on common stock to be issued                           5,000                          -
Disgorgement proceeds                                               87,125                          -
- ------------------------------------------------------------------------------------------------------
Net cash provided by financing activities                          823,953                    672,145
- ------------------------------------------------------------------------------------------------------

INVESTING ACTIVITIES
Purchase of capital assets                                          (3,135)                   (31,748)
- ------------------------------------------------------------------------------------------------------
Net cash used in investing activities                               (3,135)                   (31,748)
- ------------------------------------------------------------------------------------------------------
Effect of foreign exchange rate changes on cash                          -                     (2,930)
- ------------------------------------------------------------------------------------------------------

Net increase in cash                                               (37,118)                    59,054
- ------------------------------------------------------------------------------------------------------
Cash, beginning of period                                           43,584                     37,757
- ------------------------------------------------------------------------------------------------------
Cash, end of period                                                  6,466                     96,811
=====================================================================================================

Significant Non-Cash Transactions:
   During the period shares were issued for prepaid services                                 $ 68,000
   During the period shares were issued for services rendered                                $187,852

See accompanying notes

1. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Description of business

The Company is a  technology-based  company  focused on developing and marketing
interactive multimedia educational software products. At September 30, 2000, the
Company's  principal markets include Canada and U.S.A. The Company has generated
its  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.  To date the Company has  recognized no advertising
revenues.

In October, 2000 the Company announced a change in its strategic business model.
The Company is a software  development company specializing in Internet delivery
platforms for e-Education and the development of quality education content.  The
Company is focused on five market areas;  Subscription-based Internet Education,
Corporate Workplace Initiatives,  Ministry of Education Initiatives, Third Party
Licensing   of  the   Company's   e-Education   Delivery   Platform  and  Retail
distribution.

2. BASIS OF PRESENTATION

Unaudited Interim Financial Statements

The accompanying  unaudited interim  financial  statements have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information and with the  instructions to Form 10-QSB of Regulation S-B. They do
not  include all  information  and  footnotes  required  by  generally  accepted
accounting  principles for complete  financial  statements.  However,  except as
disclosed herein, there has been no material change in the information disclosed
in the notes to the financial  statements  for the year ended  December 31, 1999
included in the Company's Annual Report on Form 10-KSB filed with the Securities
and Exchange  Commission.  The interim unaudited financial  statements should be
read in conjunction with those financial statements included in the Form 10-KSB.
In the opinion of Management,  all adjustments  considered  necessary for a fair
presentation, consisting solely of normal recurring adjustments, have been made.
Operating  results  for  the  nine  months  ended  September  30,  2000  are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 2000.

Going concern

The Company's financial  statements for the period ended September 30, 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 losses of $313,226 and
$972,179 for the three-and  nine-months periods respectively ended September 30,
2000, and as of September 30, 2000 had a working capital deficiency of $187,265.
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.

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.

3.  MAJOR CUSTOMERS

For the nine-month  period ended  September 30, 2000, 87% of software sales were
derived from two  customers.  At  September  30, 2000,  the  aggregate  accounts
receivable balance relating to these customers was $8,048.

For the  same  period  in 1999  72% of  software  sales  were  derived  from one
customer.  At September 30, 1999,  the  aggregate  accounts  receivable  balance
relating to this customer was $56,985.

4. 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 options

During the three-  month  period  ended  September  30, 2000 the Company  issued
75,000 options for payment of services at a gross value of $49,215.  The vesting
period is over 10 months. The amount expensed during the quarter was $19,686. In
addition, the Company cancelled 150,000 employee stock options and issued 40,000
in new employee stock options.  The Company also  re-priced  1,350,000  employee
stock options from $0.57 to $0.51 per share.

5. LOANS PAYABLE

Stockholder  loans  outstanding  as of  September  30, 2000 were  $130,750.  The
outstanding  loan balances are due to three  stockholders of the Company who are
also employees of the Company. One is also an officer of the Company.

The  Stockholder  loans  outstanding  as September 30, 2000 bear interest at 10%
with interest due semi-annually. These loans are unsecured, due in one year. The
Company will also pay a bonus in common  shares to the lenders in a number equal
to 20% of the  principal.  The lender  has the right to convert  part or all the
value of the  principal  of the loan and  interest  into  common  shares  of the
Company at the prospectus price.

6. GAIN ON DISPOSAL OF SUBSIDIARY

On August 15, 2000 the Company sold its entire  interest of ESL Pro Systems Inc.
in consideration of $1 to Savoy Capital Limited. As a result of this transaction
the company realized a gain on disposal of $139,827.

7. SUBSEQUENT EVENTS

(a)  The Company entered into a three-year lease for new premises  commencing on
     October  1,  2000  and  expiring  on  September  30,  2003.   The  rent  is
     approximately $2,500 per month.
(b)  The Company  issued 150,000  stock  options at $0.49 for payment of service
     valued at $73,500.  These stock  options  vested immediately.
(c)  The Company cancelled 300,000 employee stock options and issued 500,000 new
     employee stock options for $0.30 and 250,000 new employee stock options for
     $0.49.

8. Recent Pronouncements for SAB 101 and FIN No. 44 as follows:

In December 1999 the Securities and Exchange  Commission issued Staff Accounting
Bulletin No. 101, "Revenue Recognition in Financial Statements" (SAB 101), which
provides guidance on the recognition,  presentation and disclosure of revenue in
financial  statements of all public  registrants.  The provisions of SAB 101 are
effective for  transactions  beginning in the Company's  year ended December 31,
2000.  The Company has not completed its assessment of the impact of SAB 101 and
has not  determined  its  effect,  if any,  on its  future  reported  results of
operations.

On March  31,  2000,  the  Financial  Accounting  Standards  Board  issued  FASB
Interpretation  No. 44,  "Accounting  for Certain  Transactions  involving Stock
Compensation"  ("FIN 44"). This statement is effective for certain  transactions
from December 15, 1998 and is to be applied commencing July 1, 2000. The Company
has not completed its  assessment of the impact of FIN 44 and has not determined
its effect, if any, on its future reported results of operations.

ITEM 2  MANAGEMENT'S 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 factor.  The following  discussion should be read in conjunction with
the financial  statements and notes thereto included elsewhere in this Quarterly
Report.

Forward- 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"described in the Company's Annual Report form 10-QSB
for the year ended December 31, 1999. Certain of the forward-looking  statements
contained in this Quarterly  Report may be identified with  cross-references  to
this section.

GENERAL

         The Company is a software  development company specializing in Internet
delivery platforms for e-education. During fiscal year 1999, the Company focused
primarily  on  the  research,   development  and  design  of  a  new  e-commerce
educational  delivery  model  that  provides  users  with free  access to online
education.  As of the date of this Quarterly  Report,  the Company is focused on
five market areas: (i)  subscription-based  Internet  education,  (ii) corporate
workplace initiatives, (iii) Ministry of Education initiatives, (iv) third-party
licensing  of the  Company's  e-education  delivery  platform,  and  (v)  retail
distribution.

         As of the  date of this  Quarterly  Report,  the  Company  derives  its
revenues  principally  from the  retail  marketing  and sale of its  e-education
delivery  platforms (the "E-Education  Software") to customers  generally in the
retail software  distribution.  During the nine-month period ended September 30,
2000, sales of the E-Education Software to the Company's customers accounted for
100% of total gross revenues, with 87% of such sales derived from two customers.
Although the Company intends to expand its marketing of the E-Education Software
and related products in other industries,  such as  subscription-based  Internet
education,  corporate  workplace and  third-party  licensing,  management of the
Company  believes  that sales of the  E-Education  Software to  customers in the
corporate and retail distribution networks will continue to be an important line
of business for the Company for the next several  years.  Moreover,  the Company
expects to  generate  the  majority  of its  future  revenues  from  advertising
revenues  generated by inclusion of the  advertiser's  message on the  Company's
E-Education Software.

RESULTS OF OPERATIONS

Nine-Month  Period Ended September 30, 2000 Compared to Nine-Month  Period Ended
September 30, 1999

         The Company's net losses during the nine-month  period ended  September
30, 2000 were  approximately  $972,179  compared to a net loss of  approximately
$616,673 (an increase of 58%) during the nine-month  period ended  September 30,
1999.

         Net revenues during the nine-month  period ended September 30, 2000 and
1999  were  $14,861  and  $100,520,  respectively.  Net  revenues  decreased  by
approximately  $85,659 for the  nine-month  period ended  September  30, 2000 as
compared to the nine-month  period ended September 30, 1999. The decrease in net
revenues during the nine-month period ended September 30, 2000 was primarily due
to the  Company's  decision to  discontinue  retail sales of its English Pro 6.2
product. The Company anticipates that future net revenues will increase based on
the retail  distribution  of its English Pro 7.0.  The Company has entered  into
various   agreements  with  certain  entities  regarding   corporate   workplace
initiatives,  subscription-based Internet education and third party licensing of
the Company's E-Education Software.

         Gross profit during the nine-month  period ended September 30, 2000 and
1999  amounted to $12,229 and $87,836,  respectively.  Cost of goods sold during
the nine-month period ended September 30, 2000 and 1999 were $2,632 and $53,328,
respectively.  The decrease in cost of goods sold expenses during the nine-month
period ended  September 30, 2000 was primarily due to the Company's  decision to
discontinue  retail  sales of its English Pro 6.2.  Cost of goods sold  expenses
generally  consist of expense  associated  with the physical  production  of the
"boxed" software packages that are sold in the retail market.

         General and  administrative  expenses for the  nine-month  period ended
September  30,  2000 and 1999  were  $404,921  and  $304,766,  respectively  (an
increase  of  $100,155  or 33%).  The  increase  in general  and  administrative
expenses for the nine-month  period ended  September 30, 2000 were primarily due
to increases in expenses related to hiring of personnel,  travel,  and legal and
accounting expenses associated with the filing requirements of a fully reporting
company.  The Company anticipates that general and administrative  expenses will
increase  significantly during fiscal year 2001 due to the implementation of its
Internet/Intranet  enabled  software  initiatives  in South  East Asia and South
America.   General  and  administrative  expenses  generally  include  corporate
overhead,  administrative salaries, shipping costs, selling expenses, consulting
costs and professional fees.

         Marketing  expenses for the nine-month  period ended September 30, 2000
and 1999 were  $485,149  and $216,053  respectively  (an increase of $269,096 or
125%).  The  increase in  marketing  expenses  for the  nine-month  period ended
September 30, 2000 were primarily due to the Company's launch of its Ministry of
Education  initiative  in  Thailand  beginning  in July 2000,  promotion  of the
Company's  Internet-enabled software products in South East Asia, South America,
and the  reallocation  of  administrative  personnel to  marketing.  The Company
anticipates that marketing  expenses will increase  significantly  during fiscal
year 2001 as a result of its current  initiatives  in Thailand and China and the
Company's anticipated growth throughout Asia and Latin America.

         During the nine-month  period ended  September 30, 2000, the Company
realized net gain on disposal of investments of $139,827. This gain resulted
from the sale, on August 15, 2000, of the Company's entire interest in ESL Pro
Systems Inc. to Savoy Capital Limited.

         As  discussed  above,  the  increase in net loss during the  nine-month
period  ended  September  30, 2000 as compared to the  nine-month  period  ended
September  30,  1999 is  attributable  primarily  to a  substantial  increase in
marketing expenses and in general and administrative  expenses,  and to the loss
realized on the  Company's  sale of its  interest in ESL Pro Systems  Inc..  The
Company's net earnings (losses) during the nine-month period ended September 30,
2000 were approximately ($972,179) or ($0.07) per common share compared to a net
loss of  approximately  ($616,673)  or ($0.05) per common  share (an increase of
58%) during the nine-month period ended September 30, 1999. The weighted average
of common shares  outstanding  were  13,887,601 for the nine-month  period ended
September  30, 2000  compared to  12,493,756  for the  nine-month  period  ended
September 30, 1999.

THREE-MONTH  PERIOD ENDED  SEPTEMBER 30, 2000 COMPARED WITH  THREE-MONTH  PERIOD
ENDED SEPTEMBER 30, 1999

         The Company's net losses during the three-month  period ended September
30, 2000 were  approximately  $313,226  compared to a net loss of  approximately
$294,715 (an increase of 7%) during the  three-month  period ended September 30,
1999. Net revenues  during the  three-month  period ended September 30, 2000 and
1999  were  $3,054  and  $5,371,   respectively.   Net  revenues   decreased  by
approximately  $2,317 for the  three-month  period ended  September  30, 2000 as
compared to the three-month period ended September 30, 1999. The decrease in net
revenues  during the  three-month  period ended September 30, 2000 was primarily
due to the continuing  repercussions  from the discontinued  retail sales of the
English Pro 6.2 product.

         Gross profit during the three-month period ended September 30, 2000 and
1999 amounted to $1,151 and ($12,074),  respectively.  Cost of goods sold during
the  three-month  period  ended  September  30,  2000 and 1999 were  $1,903  and
$17,445,  respectively.  The substantial decrease in cost of goods sold expenses
during the three-month  period ended September 30, 2000 was primarily due to the
software packages being returned during that period.

         General and  administrative  expenses for the three-month  period ended
September 30, 2000 and 1999 were $114,913 and $93,556, respectively (an increase
of  $21,357  or  23%).  Marketing  expenses  for the  three-month  period  ended
September 30, 2000 and 1999 were $262,361 and $83,502  respectively (an increase
of $178,859 or 214%).

         As discussed  above,  the  increase in net loss during the  three-month
period  ended  September  30, 2000 as compared to the  three-month  period ended
September  30,  1999 is  attributable  primarily  to a  substantial  increase in
marketing expenses and in general and administrative expenses. The Company's net
earnings  (losses) during the  three-month  period ended September 30, 2000 were
approximately  ($313,226 ) or ($0.02) per common share compared to a net loss of
approximately  ($294,715) or ($0.02) per common share (an increase of 7%) during
the three-month  period ended September 30, 1999. The weighted average of common
shares  outstanding  were 14,278,963 for the three-month  period ended September
30, 2000 compared to 12,753,246 for the  three-month  period ended September 30,
1999.

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  management  to  successfully  market its  products  and to raise
additional  capital through further public or private  offerings of its stock or
loans from private investors.  Management is optimistic that the Company will be
successful  in its future  generation  of revenues  from its  subscription-based
Internet  education,  corporate  workplace  initiatives,  Ministry of  Education
initiatives,   third-party  licensing  of  the  Company's  e-Education  Delivery
Platform and retail  distribution of the English Pro 7.0.  Management is further
optimistic  that the Company will be successful in raising  additional  capital.
However,  there is no assurance  that the Company  will be able to  successfully
market its products  and raise  additional  capital.  The  Company's  failure to
successfully  market its  products 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 September 30, 2000, the Company's current assets were $94,539 and
its current  liabilities  were  $281,804,  which  resulted in a working  capital
deficit of $187,265.  The Company's  current assets consist primarily of prepaid
expenses  in the  amount  of  $58,369,  accounts  receivable  of  $9,512,  other
receivables of $20,192 and cash in the amount of $6,466.  On September 22, 2000,
an amount of $87,125.11  was deposited  into the Company's  cash account,  which
resulted from a return of such funds to the Company by the ex-president, Marc E.
Bruk. In accordance  with Section 16 of the Securities  Exchange Act of 1934, as
amended,  the funds were  classified  as a  "disgorgement  of  profit"  relating
purchase and sale by Mr. Bruk of the Company's shares of common stock. The funds
were  recorded  as  additional  paid-in  capital in  shareholders'  equity.  The
Company's  current  liabilities  consist  primarily  of accounts  payable in the
amount of $146,300 and loans payable in the amount of $130,750.  As of September
30,  2000,  the  Company's  stockholders'  deficit  increased  from  $141,424 at
December 31, 1999 to $146,495 at September 30, 2000.

         The Company has not yet generated  positive  cashflows  from  operating
activities. For the nine-month period ended September 30, 2000, net cash used in
operating activities was $857,936 compared to $578,413 for the nine-month period
ended  September 30, 1999 (an increase of $279,523 or 48%). As noted above,  the
main increase was comprised of a net loss of $972,179 for the nine-month  period
ended  September 30, 2000 compared to a net loss of $616,673 for the  nine-month
period  ended  September  30, 1999 (an  increase of  $355,506).  Stock issued in
payment for  services  increased  to $188,905  for the  nine-month  period ended
September 30, 2000 compared to $-0- for the  nine-month  period ended  September
30, 1999.  Prepaid expenses increased to $58,369 for the nine-month period ended
September 30, 2000 compared to $5,651 for the nine-month  period ended September
30, 1999. The Company does not expect to generate  positive cash from operations
for the fiscal year ending December 31, 2000.

         The  Company's   investing   activities   have   consisted  of  capital
expenditures  totaling $3,148 for the nine-month period ended September 30, 2000
compared to $31,748 for the  nine-month  period ended  September  30, 1999.  The
capital  expenditures  related primarily to the acquisition of computer hardware
used to support the Company's growing employee base.

         Net  cash  provided  by  financing  activities  was  $823,953  for  the
nine-month  period  ended  September  30,  2000  compared  to  $672,145  for the
nine-month  period  ended  September  30, 1999.  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.

         The Company does foresee an increase in operating  expenses in order to
implement its  Internet/Intranet  enabled  applications  in Thailand,  China and
Malaysia and to continue the upgrade of its software  application.  In addition,
the Company intends to launch its Subscription-based Internet Education site and
begin Third Party Licensing of its e-Education  Delivery Platform.  Further, the
Company   expects  to  sign   additional   Ministries  of  Education  and  begin
implementations  early in 2001.  The Company  expects to fund these  initiatives
with further  issuance of common stock of the Company and from revenues from its
current initiatives that are expected to begin in the fourth quarter of 2000.

         The Company  believes  that  anticipated  private  placements of equity
capital and debt financing,  along with anticipated  operating  revenues will be
adequate  to  fund  the  Company's   operations  over  the  next  three  months.
Thereafter, the Company expects it will need to raise additional capital to meet
its  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 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'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, which could 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 fourth  quarter of 2000 and  throughout  2001,  the  Company
intends to engage in activities in foreign  countries,  namely Thailand,  China,
Malaysia, Columbia, Hong Kong and Taiwan. 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.

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.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         o        On August 4,  2000,  the  Company  entered  into a  settlement
                  agreement with a creditor  whereby the Company agreed to issue
                  150,000 shares of its  restricted  common stock at the rate of
                  $0.51 per share to settle an  aggregate  debt of  $76,500  for
                  services   rendered.   Under  the  terms  of  the   settlement
                  agreement,  the  creditor  agreed to accept  the  issuance  of
                  shares of common  stock as  payment  for the debt owed to such
                  creditor.  The  Company  issued  the shares in  reliance  upon
                  Regulation S of the  Securities  Act of 1933,  as amended (the
                  "Securities  Act").  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.

         o        On September 29, 2000,  the Company  entered into a settlement
                  agreement with a creditor  whereby the Company agreed to issue
                  4,052  shares of its  restricted  common  stock at the rate of
                  $0.50  per share to settle  an  aggregate  debt of $2,026  for
                  services   rendered.   Under  the  terms  of  the   settlement
                  agreement,  the  creditor  agreed to accept  the  issuance  of
                  shares of common  stock as  payment  for the debt owed to such
                  creditor.  The  Company  issued  the shares in  reliance  upon
                  Regulation S of the Securities  Act. The creditor  represented
                  to the  Company  that  he  acquired  the  shares  for  his own
                  account,  and not  with a view to  distribution,  and that the
                  Company made available all material information concerning the
                  Company.

ITEM 3   DEFAULTS UPON SENIOR SECURITIES

         No report required.

ITEM 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No report required.

ITEM 5   OTHER INFORMATION

         No report required.

ITEM 6   EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits

Exhibit
Number   Description

27       Financial Data Schedule

(b) Form 8-K

The  registrant  filed a report on Form 8-K on October  10, 2000 and on November
13, 2000.

(a)      Exhibits

SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                                     EDUVERSE.COM, INC.

Date: November 14, 2000                     By: /s/ MARC CRIMENI
                                                --------------------------------
                                                    Marc Crimeni
                                                    President

  

                     5
                         0001094038
                        EDUVERSE.COM
                  1
                    U.S. Dollars

                                  9-MOS
                              DEC-31-2000
                                 JAN-01-2000
                                   SEP-30-2000
                                1.000
                                         6,466
                                   0
                                  9,512
                                   0
                                    0
                               94,539
                                         0
                                 15,461
                                 135,309
                          281,804
                                        0
                          0
                                    0
                                       14,347
                                     0
                   281,804
                                        14,861
                               14,861
                                          (2,632)
                                  1,132,973
                               0
                               0
                             0
                                (972,179)
                                   0
                            (972,179)
                                 0
                                0
                                      0
                                   (972,179)
                                    (0.07)
                                  (0.07)