UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                    FORM 8-K
                                    --------

                                  CURENT REPORT
     Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest reported)     May 24, 2001


                            WORLD INTERNETWORKS, INC.
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             (Exact name of registrant as specified in its chapter)


           Nevada                     033-05844-NY              87-0575839
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(State or other jurisdiction          (Commission             (IRS Employer
      of incorporation                File Number)          Identification No.)

625 Cochran Street, Simi Valley, California                        93065
(Address of principal executive offices)                           (Zip Code)




Registrant's telephone number, including area code   (408) 582-1049


           ----------------------------------------------------------
          (Former name or former address, if changed since last report)


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Item 5.  Other Events and Regulation FD Disclosure.

         Effective  April 30, 2001,  World  Internetworks,  Inc. sold all of the
assets of its  pre-existing  Internet  business to Steven K. Hansen and Wiworks,
Inc. The assets of the Internet  business  were sold on an "as is" basis subject
to any and all faults and defects.  In addition to purchasing  the assets of the
Internet business, Steven K. Hansen and Wiworks, Inc. also assumed approximately
$125,000  of  payables  related to the  Internet  business.  As a result of this
transaction,  World  Internetworks,  Inc.  will no longer  maintain any Internet
business and will focus on its data storage business.

         On May 3, 2001, World  Internetworks,  Inc. entered into a confidential
engagement letter with Canaccord Capital  Corporation whereby Canaccord will act
as its fiscal agent. Canaccord is an independent investment firm with offices in
major Canadian centers and Europe. Pursuant to the engagement letter,  Canaccord
will  assist  World  Internetworks  in the Trace  Affex  merger and in a private
placement of its  securities  for the purpose of raising  working  capital.  The
terms and timing of the offerings have not been  determined and there is no firm
commitment  in regard to any of the  financings  proposed  under the  engagement
letter.

         On May 3, 2001, World  Internetworks,  Inc. entered into a confidential
and proprietary  non-binding  Letter of Intent with Trace Affex,  Inc.,  whereby
Trace  Affex  will  be  merged  with  or  will  become  a  subsidiary  of  World
Internetworks,  Inc.  Trace  Affex is a  private  company  located  in San Jose,
California and is a leading provider of high-end optical data storage  solutions
and CD-ROM  duplication and printing system solutions.  World  Internetworks and
Trace Affex have agreed to enter into good faith negotiations towards reaching a
definitive  merger  agreement,  subject to the terms and conditions set forth in
the  non-binding  Letter of  Intent.  The  transaction  is also  subject  to due
diligence and shareholder approval.

         On May 18, 2001,  World  Internetworks  entered into a licensing option
agreement with Mountain  Engineering  II, Inc.  Pursuant to World  Internetworks
meeting  the  terms of this  agreement,  World  Internetworks  will  receive  an
exclusive,  non-restrictive,   perpetual,  sublicensable  worldwide  license  to
manufacture,  brand and sell the Starlite 3590 tape drive.  World  Internetworks
will fund the  development  of the initial  Starlite 3590 tape drive and has the
option to fund the  development of an additional  Starlite 3590E tape drive.  In
order to secure the license for all Starlite  tape drives,  World  Internetworks
must  meet  the  funding  requirements  set  forth  in the  agreement.  If World
Internetworks partially meets the funding requirements, it will only be entitled
to a non-exclusive license on the Starlite tape drives.

Item 7.  Financial Statements and Exhibits.

(a)      Not Applicable.

(b)      Not Applicable.

(c)      Exhibits

                  99.1     Press Release dated May 23, 2001
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                                   SIGNATURES
                                   ----------

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


                                     WORLD INTERNETWORKS, INC.

Date:    May 24, 2001                By:     /s/ Robert Genesi
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                                                 Robert Genesi, President
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