U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 10-QSB/A
                               (Amendment No. 1)



        (Mark One)

          [X]  Quarterly   report  pursuant  to  Section  13  or  15(d)  of  the
               Securities Exchange Act of 1934

                For the quarterly period ended December 31, 2000

          [ ]  Transition  report  under  Section 13 or 15(d) of the  Securities
               Exchange Act of 1934 (No fee required)

          For the transition period from ____________ to ____________

          Commission file number :     0-10124
                                       -------


                                travelbyus, Inc.
        (Exact name of Small Business Issuer as specified in its charter)


               Texas                                             75-2631373
  (State or Other Jurisdiction of                             (I.R.S. Employer
  Incorporation or Organization)                             Identification No.)


                             700 North Pearl Street
                                   Suite 2170
                               Dallas, Texas 75201
                    (Address of Principal Executive Offices)

Aviation Group, Inc.        (214) 922-8100                    June 30
   (Former Name)      (Issuer's Telephone Number)       (Former Fiscal Year,
                                                   If Changed Since Last Report)

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

         Yes       X          No
               ----------          ----------


                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

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

1,552,498 shares of Common Stock were outstanding as of February 16, 2001.

Transitional Small Business Disclosure Format (check one):

         Yes                  No          X
               ----------            ----------







     Items 1 and  2 of Part  I are amended  to read as follows.  All other Items
remain unchanged.




                         PART I - FINANCIAL INFORMATION

                          Item 1. Financial Statements.




                        TRAVELBYUS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

                                                                             December 30,             June 30,
                                                                                 2000                   2000
                                                                                 ----                   ----
ASSETS

Current Assets
                                                                                            

     Cash and cash equivalents                                             $     265,000          $     432,000
     Restricted time deposit                                                   1,768,000              1,957,000
     Accounts receivable, net                                                    281,000              2,018,000
     Note receivable, affiliate                                                       --              1,930,000
     Inventory                                                                        --              1,049,000
     Prepaid expenses and other                                                1,310,000                685,000
     Prepaid tour costs                                                        1,797,000              1,643,000
     Assets held for sale                                                      2,568,000                     --
                                                                           -------------          -------------
         Total Current Assets                                                  7,989,000              9,714,000
                                                                           -------------          -------------

Property and equipment, net                                                      167,000              2,653,000
Goodwill, net                                                                 44,935,000             50,657,000
Non-current assets held for resale                                             3,983,000                     --
Other                                                                            209,000                720,000
                                                                           -------------          -------------
Total Assets                                                               $  57,283,000          $  63,744,000
                                                                           =============          =============


LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities

     Current maturities of long-term obligations                           $   3,635,000          $   3,976,000
     Current portion of capital lease obligations                                     --                150,000
     Revolving and other short-term borrowings                                 3,939,000              4,162,000
     Accounts payable, affiliate                                               4,122,000                     --
     Accounts payable                                                          1,576,000              4,216,000
     Customer deposits                                                         1,581,000              3,718,000
     Accrued liabilities                                                       1,217,000              3,103,000
     Liabilities of discontinued operations                                    5,346,000                     --
                                                                           -------------          -------------
         Total Current Liabilities                                            21,416,000             19,325,000
                                                                           -------------          -------------


Long-Term Liabilities

     Long-term debt, net of current maturities                                        --                431,000
     Capitalized leases, net of current maturities                                    --                264,000
     Other                                                                        25,000                 33,000
                                                                           -------------          -------------
         Total Long-Term Liabilities                                              25,000                728,000
                                                                           -------------          -------------
Total Liabilities                                                             21,441,000             20,053,000
                                                                           -------------          -------------

Shareholders' Equity

     Series A 9% cumulative  convertible Preferred Stock,
         $10,000 liquidation preference                                            2,000                  2,000
     Series B 12% cumulative  Preferred Stock,  $10,000
         liquidation  preference                                                   2,000                  2,000
     Common Stock                                                                 10,000                 10,000
     Additional paid-in capital                                               55,487,000             55,486,000
     Retained earnings (deficit)                                             (19,659,000)           (11,809,000)
                                                                           -------------          -------------
         Total Shareholders' Equity                                           35,842,000             43,691,000
                                                                           -------------          -------------

Total Liabilities and Shareholders' Equity                                 $  57,283,000          $  63,744,000
                                                                           =============          =============


        The accompanying notes are an integral part of these statements.

                                      -1-








                        TRAVELBYUS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                     Three Months Ended                 Six Months Ended
                                                        December 31,                      December  31,
                                                        ------------                      -------------
                                                     2000            1999              2000            1999
                                                     ----            ----              ----            ----
                                                                                      
Travel revenues                                  $    481,000   $        --        $  1,592,000   $         --

General and Administrative Expenses                 1,277,000       518,000           3,003,000        829,000
Depreciation and Amortization                       1,240,000            --           2,508,000             --
                                                 ------------   -----------        ------------   ------------
                                                    2,517,000       518,000           5,511,000        829,000
                                                 ------------   -----------        ------------   ------------

   Loss From Operations                            (2,036,000)     (518,000)         (3,919,000)      (829,000)
                                                 -------------  ------------       -------------  -------------



Other Income (expenses)
   Other income (expense)                              22,000            --              40,000             --
   Interest expense, net                             (319,000)           --            (608,000)            --
                                                     ---------     ---------           ---------      ---------
                                                     (297,000)           --            (568,000)            --
                                                     ---------     ---------           ---------      ---------

Loss from continuing operations                    (2,333,000)     (518,000)         (4,487,000)      (829,000)

   Loss from discontinued operations               (1,673,000)     (878,000)         (1,911,000)    (1,087,000)

   Gain (loss) on sale of subsidiaries, net        (1,452,000)      681,000          (1,452,000)       602,000
                                                 -------------  ------------       -------------  -------------
                                                   (3,125,000)     (197,000)         (3,363,000)      (485,000)
                                                 -------------  -----------        -------------  ------------

Net Income (Loss)                                $ (5,458,000)  $  (715,000)       $ (7,850,000)  $ (1,314,000)
                                                 =============  ============       =============  =============

Earnings (loss) per common share
    Loss from continuing operations              $      (2.35)  $     (0.73)       $      (4.61)  $      (1.16)
    Loss from discontinued operations                   (3.15)        (0.27)              (3.45)         (0.68)
                                                 -------------  ------------       -------------  ------------

Net loss per share (basic and diluted)           $      (5.50)  $     (1.00)       $      (8.06)  $      (1.84)
                                                 =============  ============       =============  =============

Weighted average shares outstanding

       Basic and diluted                              991,344       714,786             974,752        714,786
                                                 =============  ============       =============  =============




        The accompanying notes are an integral part of these statements.

                                      -2-






                       TRAVELBYUS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                                     For the Six  Months Ended December 30,
                                                                     --------------------------------------
                                                                            2000                1999
                                                                            ----                ----
                                                                                     
Cash Flows From Operating Activities:
Net Loss                                                               $(6,850,000)        $(1,314,000)
Adjustments to Reconcile Net Loss
to Net Cash Used by Operating Activities:
   Loss (gain) on sale of subsidiaries                                   1,452,000            (602,000)
   Depreciation and amortization                                         2,806,000             315,000
   Decrease in restricted time deposits                                    189,000             434,000
   (Increase) decrease in accounts receivable                              533,000             902,000
   (Increase) decrease in inventories                                      (70,000)            186,000
   (Increase) decrease in prepaids and other current assets               (976,000)           (523,000)
   Decrease in accounts payable                                           (364,000)           (316,000)
   Increase (decrease) in accrued liabilities                              533,000            (118,000)
   Other                                                                   246,000              32,000
                                                                       ------------        ------------
   Total Adjustments                                                     4,349,000             310,000
                                                                       -----------         ------------
Net Cash Used by Operating Activities                                   (2,501,000)         (1,004,000)
                                                                       ------------        ------------

Cash Flows From Investing Activities:
   Proceeds from sale of discontinued business segments                    175,000           2,583,000
   Sales (payments) for property and equipment additions                    10,000                  --
   Decrease in affiliate receivable                                      1,930,000                  --
                                                                       ------------        ------------
Net Cash Provided by Investing Activities                                2,115,000           2,583,000

Cash Flows From Financing Activities:
   Increase (Repayments) of short-term borrowings, net                     367,000            (690,000)
   Principal payments on long-term debt                                   (148,000)           (604,000)
                                                                       ------------        ------------
Net Cash Provided (Used) by Financing Activities                           219,000          (1,294,000)
                                                                       ------------        ------------

Net Increase in Cash and Cash Equivalents                                 (167,000)            285,000
Cash and Cash Equivalents at Beginning of Period                           432,000              84,000
                                                                       ------------        ------------
Cash and Cash Equivalents at End of Period                             $   265,000         $   369,000
                                                                       ============        ============
Supplemental Disclosure of Cash Paid for Interest and Income Taxes:
   Cash paid for interest                                              $   400,000         $   381,000
   Cash paid for income taxes                                                   --                  --





        The accompanying notes are an integral part of these statements.

                                      -3-





                        TRAVELBYUS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

NOTE A - BASIS OF PRESENTATION

         In the opinion of management of travelbyus,  Inc. (the "Company"),  the
accompanying  balance sheets and related  interim  statements of income and cash
flows  include  all  adjustments  (consisting  only of normal  recurring  items)
necessary for their fair  presentation  in conformity  with  generally  accepted
accounting  principles.  Preparing  financial  statements requires management to
make  estimates  and  assumptions  that affect the  reported  amounts of assets,
liabilities,  revenues  and  expenses.  Examples  include  valuation of acquired
assets,  provisions for warranty  claims and bad debts and the length of assets'
useful lives.  Actual results may differ from these  estimates.  Interim results
are not  necessarily  indicative of results for a full year. The  information in
this Form 10-QSB should be read in conjunction with Management's  Discussion and
Analysis and financial  statements  and notes thereto  included in the Company's
Form 10-KSB for the year ended June 30, 2000.

NOTE B - SALES AND DISCONTINUATION OF BUSINESS SEGMENTS

         The  Company  has since 1999 been in  discussions  with  third  parties
regarding  the  sale  or  merger  of  the  entire  enterprise,  and is  also  in
discussions with certain third parties  regarding the sale of certain  remaining
segments of the  Company's  operations  on an  individual  basis.

         On December 29, 1999,  the Company sold its Tri-Star  Airline  Services
ground handling subsidiary operations. On February 8, 2000, the Company sold its
Casper Air Service general aviation fixed base operations.  Both businesses were
sold to unrelated third parties and, when combined, generated a net gain on sale
to the Company of $600,000 in fiscal 2000.  On December  20,  2000,  the Company
sold  its  General  Electrodynamics  Corporation  aircraft  scale  manufacturing
business  to  another  unrelated  third  party  for  $535,000  in cash  and debt
assumption, generating a net loss on sale to the Company of $1,452,000.

         In January 2001, the Company completed the arrangement with travelbyus.
com, Ltd. In connection with that transaction, the Company intends to dispose of
all non-travel related  operations.  The non-travel related assets,  liabilities
and  operations  are  presented  as  held  for  sale  or   discontinued  in  the
accompanying financial statements.

NOTE C - ACQUISITION OF GLOBAL LEISURE TRAVEL, INC.

             On March 17,  2000,  the Company  executed  agreements  to purchase
Global Leisure Travel, Inc.  ("Global").  On May 10, 2000, the Company completed
its  acquisition of Global,  and Global is now a wholly-owned  subsidiary of the
Company. As consideration for the purchase, the Company issued:

$16,500,000  in  liquidation  preference,  represented  by 1,650 shares,  of its
             Series A 9%  cumulative  convertible  preferred  stock and Series A
             warrants  to  purchase  750,000  shares of its  common  stock at an
             exercise price of $5.00 per share to the former owners of Global in
             exchange  for  the  transfer  or  cancellation  of  the  stock  and
             indebtedness owned by them and their affiliates; and

             Series B warrants to purchase  3,500,000 shares of its common stock
             at  an   exercise   price  of  $3.00  per   share  to  the   former
             warrantholders  in Global in  exchange  for  cancellation  of their
             warrants.

             In connection with the acquisition, the Company also invested $20.4
million  in  Global.  These  funds  were used  primarily  to pay debts and other
payables of Global.  The financing for this  investment by the Company in Global
was provided by:

             $5,000,000 invested by travelbyus.com, ltd. through the purchase of
             500 shares of Series B preferred  stock from the Company at $10,000
             per share;

             $2,000,000 invested by private investors in the purchase of 750,000
             shares of the Company's common stock at $2.667 per share, and;


                                      -4-



             $16,000,000  invested by private investors in the purchase of 1,600
             units of the Company's Series B 12% cumulative  preferred stock and
             Series C  warrants,  at a price of  $10,000  per  unit,  each  unit
             consisting of one share and 750 warrants.

         Effective September 30, 2000, Global and travelbyus.com  entered into a
management  agreement  under which  travelbyus.com  assumed  responsibility  for
management of Global's business.  travelbyus.com provides management and support
services,  including office space, utilities,  office equipment,  staff support,
bookkeeping,  accounting, billing, collection, contract administration and other
overhead  services.  Global is required to pay to travelbyus.com a servicing fee
of $55  per  paid  trip  and a  monthly  retainer  of  $5,000  and to  reimburse
travelbyus.com  for direct  advertising and marketing expenses and long distance
charges   arising   from   Global's   business.   travelbyus.com   also  assumed
responsibility  for Global's  working  capital  deficits  commensurate  with the
agreement's term. This management agreement expires September 1, 2001.

         For financial  reporting  purposes,  the Company has treated the Global
acquisition as if it occurred on March 31, 2000. Global's operating results have
been consolidated with the Company's operating results since April 1, 2000.

NOTE D -  BUSINESS COMBINATION WITH TRAVELBYUS.COM LTD.

         In late February 2000,  the Company  entered into letters of intent and
publicly announced a proposed  three-way  business  combination with Global. and
travelbyus.com. Global is a travel business specializing in the sale of Hawaiian
and other  Pacific-region  vacation tour and other travel products to consumers.
travelbyus.com  is  an  integrated  travel  company.  The  business  combination
contemplated  the  acquisition  by the  Company  of  these  two  companies  with
financing  provided by travelbyus.com  and private  investment capital raised by
Doerge Capital Management, the Company's financial advisor for this transaction.
Additionally,  the Company  engaged the  investment  firm of CIBC World  Markets
Corp.  to review the  transaction  with  travelbyus.com  and  express an opinion
regarding the fairness of the terms to the Company's shareholders.

         travelbyus.com  is an integrated  travel company which provides  travel
services via the Internet,  through  1-800 call centers and through  traditional
travel  agencies.   travelbyus.com's  Web  site,  www.travelbyus.com,   provides
consumers with on-line travel options 24 hours per day.  travelbyus.com provides
a broad range of travel products,  targeted  primarily at the leisure  customer,
including airline tickets, cruise packages and ground packages.

         The companies held shareholder meetings on December 20, 2000 to vote on
the business  combination,  which was approved. On January 25, 2001, the Company
completed the  statutory  arrangement  (the  "Arrangement")  in accordance  with
Ontario,   Canada  law  pursuant  to  which   travelbyus.com  ltd.,  an  Ontario
corporation ("travelbyus.com"), was acquired by Travelbyus Canada Holdings Ltd.,
formerly known as Aviation Group Canada  Limited,  a Canadian  subsidiary of the
Company. In connection with the consummation of the Arrangement,  on January 24,
2001, the Company also changed its name from Aviation Group, Inc. to travelbyus,
Inc.,  effected a  one-for-five  reverse split of its common stock and increased
its authorized  number of shares of common stock from 10,000,000 to 250,000,000.
The  Company's  pre-existing   shareholders  retained  beneficial  ownership  of
approximately 5% of the combined entity. The accompanying  financial  statements
reflect the reverse split from the earlaiest period presented.

         As  part  of  the  Arrangement,   the  outstanding   common  shares  of
travelbyus.com  were converted into  exchangeable  shares of travelbyus.com on a
one-for-one  basis.  Under  the terms of the  exchangeable  shares  and  related
agreements,  every five exchangeable  shares are  exchangeable,  at the holder's
election,   into  one  share  of  the  Company's  common  stock.  Any  remaining
exchangeable  shares not previously  exchanged will  automatically  be exchanged
into the  Company's  common  stock on  January  1,  2003,  or  earlier  upon the
occurrence of certain events. Each share of common stock of the Company that was
outstanding  prior to the Arrangement  remains  outstanding and unchanged by the
Arrangement,  except  that  every  five  shares  now  represents  one  share  in
accordance with the reverse split.

         The  combined  companies  will  account for the  transaction  under the
purchase method of accounting as if travelbyus.com  had acquired the Company and
had recapitalized under the capital structure of the Company.  Accordingly,  the


                                      -5-



combined  company will record the assets and liabilities of the Company as being
acquired by travelbyus.com in the Arrangement.

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

                                     General

         A key element of the Company's  strategy  historically  involved growth
through acquisitions of other companies, assets or product or service lines that
would complement or expand the Company's  existing aviation service  operations.
Since  1996,  the Company  has  purchased  five  separate  entities.  Management
believed  that  acquisitions  would  enable it to  leverage  its fixed  costs of
operations  and further  expand the products and services that it could offer to
its customers.  The Company intended to use its common stock as the major source
of its capital to execute its acquisition strategy.

         While management was successful in identifying  candidates that met its
acquisition criteria, the trading price of the Company's shares and the level of
trading volume  experienced in the public  marketplace  created a  significantly
negative environment for acquiring aviation businesses for the Company using its
stock  as  consideration.  Management  endeavored  since  1998  to  remedy  this
condition,  while continuing to incur high corporate overhead costs necessary to
properly operate and maintain its aviation service enterprises.

         During  the  fiscal  2000  year,  management  concluded  that  (a)  the
Company's  stock traded  below the  potential  value of its existing  underlying
companies,  (b)  acquisitions of new companies at these lower share price levels
would dilute  existing  shareholders,  and (c)  continuation  of its  historical
corporate  overhead  strategy  without  growth  from  acquisitions  would  erode
shareholder value. Accordingly,  in August 1999, the board of directors approved
a  management  plan to engage  investment  advisors  and pursue  the  additional
strategy of selling all or part of the  Company's  businesses,  or merging  with
another company with greater growth and shareholder appreciation potential.

         During the quarter  ended  December  31,  1999,  the  Company  sold its
Tri-Star Airline Services ground handling subsidiary operations.  On February 8,
2000,  the  Company  sold its Casper Air  Service  general  aviation  fixed base
operations.  Both businesses were sold to unrelated third parties,  and together
generated a net gain on sale to the Company of  $600,000.  On December 20, 2000,
the  Company  sold  its  General  Electrodynamics   Corporation  aircraft  scale
manufacturing business to another unrelated third party for $535,000 in cash and
debt assumption, generating a net loss on sale to the Company of $1,452,000.

         In  February  2000,  the  Company  entered  into  letters of intent and
publicly announced a proposed three-way business combination with Global Leisure
Travel, Inc. and travelbyus.com ltd. Global is a travel business specializing in
the sale of Hawaiian  and other  Pacific-region  vacation  tour and other travel
products to  consumers.  travelbyus.com  is an integrated  travel  company which
provides  travel  services  via the  Internet,  through  1-800 call  centers and
through traditional travel agencies.  This business  combination and its related
costs have been funded by  financing  provided to the Company by  travelbyus.com
along with private investment capital raised by Doerge Capital  Management,  the
Company's  financial  advisor for this  transaction.  Additionally,  the Company
engaged  the  investment  firm  of  CIBC  World  Markets  Corp.  to  review  the
transaction  and express an opinion  regarding  the fairness of the terms to the
Company's shareholders.

         The companies held shareholder meetings on December 20, 2000 to vote on
the business  combination,  which was approved. On January 25, 2001, the Company
completed  the  statutory  arrangement  (the  "Arrangement").  The Company  also
changed its name to travelbyus,  Inc., effected a one-for-five  reverse split of
its common stock (the "Reverse  Split") and increased its  authorized  number of
shares of common stock from 10,000,000 to 250,000,000.

         Beginning  January 2001,  the combined  companies  will account for the
transaction  under the purchase  method of accounting as if  travelbyus.com  had
acquired the Company and had  recapitalized  under the capital  structure of the
Company.   Accordingly,   the  combined  company  will  record  the  assets  and
liabilities  of  the  Company  as  being  acquired  by   travelbyus.com  in  the
Arrangement.

         In connection with  the Arrangement, the  Company intends to dispose of
all non-travel related operations.  The non-travel related assets,  liabiliaties
and operations are presented as held for sale or  discontinued  in the Company's
financial statements included elsewhere in this report.

         The  combination  with  travelbyus.com   allows  management  to  reduce
overlapping  corporate  overhead,  complete the integration of its Global travel
operations  into and with  travelbyus.com,  and pursue the sale of its remaining
aviation service and manufacturing businesses.  While negotiations regarding the
sale of these  businesses is underway with certain third parties,  no agreements
have been reached.

                                      -6-



                              Results of Operations

         The following  discussions and tables set forth a summary of changes in
the major categories,  presented by division,  of revenues,  costs of goods sold
and  operating  expenses  from  each of the  previous  period's  results.  These
historical results are not necessarily  indicative of results to be expected for
any future period.







                                                       Three months ended                   Six months ended
                                                          December 31,                         December 31,
                                                       (Unaudited 000's)                    (Unaudited 000's)
                                                       ------------------                   -----------------
Total Company                                         2000            1999                 2000           1999
-------------                                         ----            ----                 ----           ----
                                                                                            
Travel revenues                                      $    481      $     --               $  1,592      $     --
Operating and other expenses                             (607)           --                 (1,973)           --
                                                     ---------     ---------              ---------     ---------
                                                         (126)           --                   (381)           --
                                                     ---------     ---------              ---------     ---------
Corporate overhead                                       (670)         (518)                (1,030)         (829)
Depreciation and amortization                          (1,240)           --                 (2,508)           --
Loss from discontinued operations                      (1,673)         (878)                (1,911)       (1,087)
Gain (loss) on sale of subsidiaries                    (1,452)          681                 (1,452)          602
Interest and other income                                  22            --                     40            --
Interest expense                                         (319)           --                   (608)           --
                                                     ---------     ---------              ---------    ----------

Pre-tax income (loss)                                $ (5,458)     $   (715)              $ (7,850)    $  (1,314)
                                                     =========     =========              =========    ==========






Leisure Travel Division
-----------------------

         In conjunction with the Company's letter of intent agreement to combine
with  travelbyus.com,  on March 17, 2000,  the Company  executed  agreements  to
purchase  Global.  On May 10, 2000,  the Company  completed its  acquisition  of
Global,  and Global is now a  wholly-owned  subsidiary  of the  Company.  Global
provides travel related services  primarily through retail travel agencies,  and
is a seller of bulk travel services,  maintaining several wholesale and discount
contracts with leading providers of travel in the industry.

         Since  its   acquisition,   the   Company  has  worked   closely   with
travelbyus.com  to  integrate  Global's  products and  operations  into those of
travelbyus.com.   The  Company  has   executed  a  management   agreement   with
travelbyus.com  providing for the integration of Global's business into and with
travelbyus.com.  Cost reductions have been implemented by shutting down Global's
Seattle,  Washington  offices,  and  combining  its  operations  with  those  of
travelbyus.com in Reno, Nevada.  Global's travel products are being combined and
cross-sold with travelbyus.com  travel products,  thus increasing  potential for
future revenue  growth.  When fully  integrated into  travelbyus.com's  Internet
distribution  system,  management  believes  operating  margins of Global should
improve in the coming fiscal year.  Management believes that this integration is
vital to the success of its leisure travel  operations,  and if successful,  can
allow   Global  to  grow  and   achieve   profitability   for  the  Company  and
travelbyus.com.

         For financial  reporting  purposes,  the Company has treated the Global
acquisition  as if it occurred on March 31, 2000 and has included the operations
of Global with the Company's operations beginning April 1, 2000.

                                      -7-




                                                       Three months ended                   Six months ended
                                                          December 31,                         December 31,
                                                       (Unaudited 000's)                    (Unaudited 000's)
                                                       ------------------                   -----------------
Travel Division                                      2000              1999               2000             1999
---------------                                      ----              ----               ----             ----
                                                                                               
Gross bookings                                     $  4,333            $  --            $ 10,560           $  --
Cost of  tickets                                     (3,853)              --              (8,968)             --
Reportable revenues                                     481               --               1,592              --
Operating & other expenses                             (607)              --              (1,973)             --
                                                   ---------           -----            ---------          -----
Recurring division income (loss)                       (126)              --                (381)             --
                                                   ---------           -----            ---------          -----


Corporate Overhead
------------------

         Operating  expenses  consist  of all  general  and  administrative  and
operating  costs to provide  management to the Company's  divisions,  to support
expected growth, and to seek acquisition targets,  not directly  attributable to
the divisions' operations.  These charges include legal, accounting,  travel and
other related  overhead.  During the quarters  ended December 31, 2000 and 1999,
the Company incurred $465,000 and $41,000 in non-amortizable acquisition related
costs and direct costs associated with the Company's status as a public company.
For the six months ended December 31, 2000 and 1999,  such amounts were $602,000
and $99,000.  Management  continues its efforts to reduce  overhead  costs,  and
having  completed  its  combination  with  travelbyus  in January  2001  expects
additional  improvements in future periods,  principally  from reductions in the
Company's  management  overhead,  insurance cost  reductions,  and reductions in
accounting, legal, and other indirect expenses.



                                                       Three months ended                  Six months ended
                                                          December 31,                        December 31,
                                                       (Unaudited 000's)                   (Unaudited 000's)
Corporate Overhead                                   2000             1999               2000             1999
------------------                                   ----             ----               ----             ----
                                                                                            
Operating and other expenses                      $  (205)         $  (477)            $   (428)        $   (730)
Acquisition and business combination costs           (465)             (41)                (602)             (99)
                                                  --------         --------            --------         ---------
Total corporate overhead                          $  (670)         $  (518)            $ (1,030)        $   (829)

Gain (Loss) on Sale of Discontinued
  Operations
------------
Purchase proceeds                                 $   175          $ 1,749             $    175         $  1,758
Book value of assets sold, net                    $  (513)             (87)                (513)             (87)
Write-off of unrealized goodwill, net              (1,114)            (981)              (1,114)          (1,069)
                                                  --------         --------            ---------        ---------
Gain (loss) on sale                               $(1,452)             681             $ (1,452)        $    602



                     Seasonality and Variability of Results

         The  Global  travel  operations   experience  seasonal  variability  in
revenues,  primarily  relating to the heavy summer and year-end  leisure  travel
seasons.  Management  believes,  however,  that the  integration  of Global into
travelbyus.com's other travel and technology companies will allow it to increase
revenues above historical levels in future periods,  and that when combined with
other travelbyus.com travel products, can generate higher gross margins as well.
The  Company's   aircraft   painting   operations  can  experience   significant
seasonality  and  quarter-to-quarter  variability  in its stripping and painting
operations.  Scheduling of the Company's  paint  customer  fleet  deliveries can
significantly affect quarter-to-quarter results as well. During fiscal 2000, the
Company  experienced  reductions in revenues  relating to the  completion of its
multi-year  painting contract with United Airlines.  This reduction,  along with
the retention of multiple paint facility locations pending the completion of its
Boeing-747 sized paint facility in Louisiana,  contributed to the operating loss
for the fiscal 2000 year. Management  anticipates,  based upon projected backlog
amounts from existing and new customers,  increases in paint revenues  beginning
in calendar 2001. Significant changes in such scheduled operations or failure to
attract  additional  aircraft  painting  contracts could have a material adverse
effect on the Company's operations.  Management,  therefore, is required to plan
cash flow accordingly.

                                      -8-




          Quarter Ended December 31, 2000 Compared to the Quarter Ended
                                December 31, 1999

         The Company's net  revenue increased by  $481,000 for the  three months
months ended  December 31, 2000 compared to the quarter ended December 31, 1999,
which results from the inclusion of travel revenues beginning in 2000.

         Direct  operating  costs and  overhead  associated  with Global  travel
operations accounted for a significant portion of the increase in fiscal 2001 to
$1,277,000 from $518,000 in fiscal 2000. Also,  Company  corporate  overhead for
the quarter ended  December 31, 2000 includes  $465,000 in business  combination
costs versus  $41,000 for the quarter  ended  December 31, 1999.  The  Company's
interest  expense was  $319,000  for the three  months  ended  December 31, 2000
versus zero for the three months ended December 31, 1999.  The increase  results
from  interest  expense  incurred  relating to  financings  associated  with the
Company's acquisition and operation of Global.

         Depreciation and  amortization  expense rose  significantly  during the
quarter ended  December 31, 2000 to  $1,240,000  from zero for the quarter ended
December 31, 1999.  This increase  relates to goodwill  amortization  associated
with the Company's  acquisition of Global and,  while  non-cash in nature,  will
have a  significant  negative  effect on reported  net income  figures in future
periods, totaling approximately $50,000,000 over the next ten years.

         During the quarter  ended  December 31, 2000,  the Company sold 100% of
the stock of its aviation scale business,  General Electrodynamics  Corporation,
to an unrelated  third party.  The Company  received  $175,000 in cash and short
term notes for the business,  plus the  assumption of $360,000 in bank debt. Net
of this  consideration  and the elimination of goodwill,  the Company incurred a
loss of $1,452,000 in the sale of this business.  For the quarter ended December
31,  1999,  the  Company  recorded  a net  gain on sale of its  TriStar  Airline
Services  ground  handling  and Casper Air  Service  fixed  base  operations  of
$681,000.

        The Company has  reported all of  its non-travel related  activities  as
discontinued  because  the  Company  intends  to  dispose  of  these  operations
following completion of the Arrangement with travelbyus.com in January 2001. The
loss from  discontinued  operations  was  $1,673,000  for the three months ended
December 31, 2000  compared to $878,000 for the three months ended  December 31,
1999. The loss in the current quarter includes $1,000,000 reserved for severance
pay for the Chairman of the Company,  who  resigned his  employment  in February
2001.

        Six Months Ended December 31, 2000 Compared to the Quarter Ended
                                December 31, 1999



         The Company's net  revenue increased by  $1,592,000 for the  six months
ended  December 31, 2000 compared to the six months ended December 31, 1999. The
increase was due to the  inclusion  of net travel  revenues  from the  Company's
Global Travel subsidiary.



         Direct  operating  costs and  overhead  associated  with Global  travel
operations accounted for most  of the increase in the six months ended  December
31, 2000 to $3,003,000  from $829,000 for the same six month fiscal 2000 period.
Company  corporate  overhead for the six months ended December 31, 2000 includes
$602,000 in business  combination  costs versus $99,000 for the six months ended
December  31,  1999.  The  Company's  interest  expense was $608,000 for the six
months ended December 31, 2000 versus zero for the six months ended December 31,
1999. The increase results from interest expense incurred relating to financings
associated with the Company's acquisition and operation of Global.

         Depreciation and amortization expense rose significantly during the six
months ended December 31, 2000 to $2,508,000  from zero for the six months ended
December 31, 1999. This increase relates to goodwill amortization

                                      -9-



associated  with the  Company's  acquisition  of Global and,  while  non-cash in
nature,  will have a significant  negative effect on reported net income figures
in future periods, totaling approximately $50,000,000 over the next ten years.

Financial Condition and Liquidity

         The Company has incurred  significant  losses, due in part to corporate
overhead  associated  with  the  Company's  acquisition   strategy.   Management
continues its efforts to reduce  overhead  costs.  Reductions  in  non-essential
division  operating  expenses,  along with elimination of marginal  products and
services that do not provide  future growth or near-term  profits have also been
pursued.

         Since the  acquisition  of Global,  the Company has worked closely with
travelbyus.com  to  integrate  Global's  products and  operations  into those of
travelbyus.com.   The  Company  has   executed  a  management   agreement   with
travelbyus.com  providing for the integration of Global's business into and with
travelbyus.com,  including the funding by travelbyus.com of operating shortfalls
at  Global   pending  the   completion   of  the  Company's   combination   with
travelbyus.com.  Cost reductions have been implemented by shutting down Global's
Seattle,   Washington  offices  and  combining  its  operations  with  those  of
travelbyus.com in Reno, Nevada.  Global's travel products are being combined and
cross-sold with travelbyus.com  travel products,  thus increasing  potential for
future revenue  growth.  When fully  integrated into  travelbyus.com's  Internet
distribution  system,  operating  margins of Global should improve in the coming
fiscal  year.   Management  believes  that  this  integration  and  the  related
arrangement  with  travelbyus.com  is  vital  to the long  term  success  of the
Company.

         During  the  fiscal  year ended June 30,  2000,  the  Company  sold its
Tri-Star  Airline  Services  ground  handling and its Casper Air Service general
aviation fixed base  operations.  Both  businesses  were sold to unrelated third
parties,  and together  generated a gain on sale to the Company of $600,000.  On
December 20,  2000,  the Company  sold its General  Electrodynamics  Corporation
aircraft  scale  manufacturing  business  to another  unrelated  third party for
$535,000  in cash  and  debt  assumption,  generating  a net loss on sale to the
Company of  $1,452,000.  The  combination  with  travelbyus.com,  now completed,
allows  management  to  reduce  overlapping  corporate  overhead,  complete  the
integration of its Global travel  operations into and with the travel operations
of  travelbyus.com,  and pursue the sale of its remaining  aviation  service and
manufacturing  businesses.  While  negotiations  regarding  the  sale  of  these
businesses  is underway  with certain third  parties,  no  agreements  have been
reached.

         In connection with the Company's  acquisition of Global,  through March
31, 2000,  the Company  raised a total of $20.4 million in capital.  These funds
were used primarily to finance Global, with the Company retaining  approximately
$500,000 in funds for  operating  and  transaction  cost  funding  purposes.  In
December 2000, the Company's Paint Division  borrowed $375,000 in two-year notes
from the Louisiana Economic Development Commission to fund its operations. These
notes require equal quarterly  installments beginning March 2001, and bear a 12%
interest rate.  Together,  these funds have supplemented the Company's  existing
revolving credit facilities to fund its business.

         At December 31, 2000,  the Company  had a  working  capital  deficit of
$13,427,000.  Of this  amount,  the Company has  negotiated  with certain of its
aviation  service vendors and other lenders  exchange  agreements  wherein these
parties  may  elect to  receive  the  Company's  common  stock in  exchange  for
cancellation  of certain  current  payables and debt totaling $1.5 million.  The
Company has also deferred until fiscal 2002 an additional $3.5 million  relating
to fees and advances due Doerge Capital  Management  relating to the acquisition
and  operation of the  Company's  Global  subsidiary.  The deficit also included
$4,122,000 in Global advances due to  travelbyus.com  at December 31, 2000 which
were  eliminated upon completion of the business  combination  arrangement  with
travelbyus.com in January 2001.  Additionally,  $3,000,000 in short term debt is
supported by a travelbyus.com guarantee.

         Since December 31, 2000, the Company has also incurred an obligation to
its  Chairman,   Lee  Sanders,   for  employment   severance  payments  totaling
approximately  $1,000,000.  Mr. Sanders resigned his employment with the Company
on February 13, 2001. As a result of the changes in the Company's  ownership and
management,  his employment contract requires that severance payments be made to
him following  his  resignation.  These  payments are secured by a pledge of the
Company's stock in its aviation paint and battery  subsidiaries.  The Company is
in the process of negotiating payment of these obligations with Mr. Sanders.

         Significant   interruptions   in  currently   scheduled  paint  service
operations  or  failure  of   travelbyus.com  to  support  its  working  capital
requirements,  along  with  those of the  Company,  would  adversely  affect the

                                      -10-



Company's  financial  condition and require additional capital from asset sales,
borrowings,  or  equity  financings  in order to allow the  Company  to meet its
obligations.  On November 9, 2000, travelbyus.com announced that it had signed a
letter of intent with Amadeus NMC Holding,  Inc. In the letter,  Amadeus  stated
that it intended to make a strategic equity  investment in  travelbyus.com.  The
Company now expects  that,  as a result of the  Arrangement,  any  investment by
Amadeus  would be made in the  Company.  Amadeus  is one of the  leading  global
distribution  systems in the travel  industry.  The  Company  expects  that,  in
connection  with the purchase of this minority  ownership  position,  an Amadeus
representative  will join the Company's Board of Directors.  travelbyus.com also
expects to become a value added reseller  offering  integrated  technology  from
travelbyus.com    with   Amadeus'   global    distribution    system   services.
travelbyus.com's  Web site has, since inception,  used the booking technology of
Amadeus for making  travel  reservations.  Amadeus has no binding  commitment to
invest in the Company,  and no investment by Amadeus can be assured. The Company
is also in negotiations  with other parties regarding equity investment into the
business.  No  assurance  can be made  that  such  sales or  financings  will be
available on terms acceptable to the Company.

                                      -11-





                                   SIGNATURES

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



     Date:  February 23, 2001.    TRAVELBYUS, INC.



                                  By: /s/ Richard L. Morgan
                                      ------------------------------------------
                                      Richard L. Morgan, Chief Financial Officer
                                      and Executive Vice President


                                      -12-