<PAGE>   1

                                                    Document is copied.
                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                 FORM 10-QSB/A

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

                     For the quarter ended February 28, 2001

                                       or

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

         For the transition period from ____________ to ________________

                         Commission file number 0-21679

                           RETURN ASSURED INCORPORATED
             (Exact name of registrant as specified in its charter)

Delaware                                                             13-3896069
(State or other jurisdiction of                                (I.R.S. Employer
incorporation or organization)                              Identification No.)

1901 Avenue of the Stars Suite 1710
Los Angeles, California

                                                                          90067
(Address of principal executive offices)                             (Zip Code)

                                  887-807-4664
              (Registrant's telephone number, including area code)

        Check whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months, and (2) has been subject to such filing requirements for
the past 90 days. Yes |X | No | |

        As of April 19, 2001, there were 9,113,265 shares of the registrant's
common stock, par value $0.001 issued and outstanding.
<PAGE>   2
                           RETURN ASSURED INCORPORATED
                NOVEMBER 30, 2000 QUARTERLY REPORT ON FORM 10-QSB
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                        Page
                                                                                       Number
<S>                                                                                    <C>
               Special Note Regarding Forward Looking Information .................        2

                         PART I - FINANCIAL INFORMATION

Item 1.        Financial Statements ...............................................        3
Item 2.        Management's Discussion and Analysis of Financial Condition and
                  Results of Operations............................................    12-13
Item 3.        Quantitative and Qualitative Disclosures About Market Risk..........       14

                           PART II - OTHER INFORMATION

Item 1.        Legal Proceedings...................................................       14
Item 2.        Changes in Securities and Use of Proceeds...........................       15
Item 3.        Defaults Upon Senior Securities.....................................       15
Item 4.        Submission of Matters to a Vote of Security Holders.................       15
Item 5.        Other Information...................................................       15
Item 6.        Exhibits and Reports on Form 8-K....................................    16-17
</TABLE>

        References in this report to "we", "us", "our" and similar terms means
Return Assured Incorporated, a Delaware corporation, formerly Hertz Technology
Group, Inc.
<PAGE>   3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        To the extent that the information presented in this Quarterly Report on
Form 10-QSB/A for the quarter ended February 28, 2001 discusses financial
projections, information or expectations about our products or markets, or
otherwise makes statements about future events, such statements are
forward-looking. We are making these forward-looking statements in reliance on
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Although we believe that the expectations reflected in these
forward-looking statements are based on reasonable assumptions, there are a
number of risks and uncertainties that could cause actual results to differ
materially from such forward-looking statements. These risks and uncertainties
are described, among other places in this Quarterly Report, in "Management's
Discussion and Analysis of Financial Condition and Results of Operations".

        In addition, we disclaim any obligations to update any forward-looking
statements to reflect events or circumstances after the date of this Quarterly
Report. When considering such forward-looking statements, you should keep in
mind the risks referenced above and the other cautionary statements in this
Quarterly Report.

                                                                               2
<PAGE>   4
        PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS




<TABLE>
<CAPTION>
<S>                                                                                      <C>
        Independent Accountant's Report...............................................      4
        Consolidated Balance Sheet as of February 28, 2001 and August 31, 2000........      5
        Consolidated Statements of Operations
           for the three and six month periods ended February 28, 2001 and
           February 29, 2000..........................................................      6
        Consolidated Statement of Shareholders' Equity................................      7
        Consolidated Statements of Cash Flows
           for the six months ended February 28, 2001 and February 29, 2000 ..........      8
        Notes to Consolidated Financial Statements.................................      9-11
</TABLE>



                                                                               3
<PAGE>   5
INDEPENDENT ACCOUNTANT'S REPORT


To the Board of Directors and Shareholders of
Return Assured Incorporated

We have reviewed the accompanying consolidated balance sheet of Return Assured
Incorporated and Subsidiaries as of February 28, 2001, and the related
consolidated statements of operations for the three-month and six-month periods
then ended, and the consolidated statements of shareholders' equity, and cash
flows for the six-month period then ended. These financial statements are the
responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying consolidated financial statements for them to be in
conformity with generally accepted accounting principles.

GOLDSTEIN GOLUB KESSLER LLP
New York, New York

March 27, 2001


                                                                               4
<PAGE>   6
                                                     RETURN ASSURED INCORPORATED
                                               (formerly A Sure eCommerce, Inc.)
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
                                              CONSOLIDATED BALANCE SHEET

                                                                                     February 28,           August 31,
                                                                                         2001                  2000
------------------------------------------------------------------------------------------------------------------------
                                                                                     (unaudited)
<S>                                                                                    <C>                  <C>
ASSETS

Current:
  Cash                                                                                 $   519,819          $   132,107
  Cash in Escrow                                                                         3,200,000
  Accounts receivable (net of allowance for doubtful accounts
   of $54,525 as of February 28, 2001)                                                   1,004,249               37,759
  Inventory (Note 2)                                                                       401,112
  Prepaid expenses                                                                         444,217              270,599
------------------------------------------------------------------------------------------------------------------------
Total current assets                                                                     5,569,397              440,465

Goodwill (net of accumulated amortization of $75,269)                                    2,935,472
Property and Equipment (net of accumulated depreciation of
 $273,492 and $16,817, respectively)                                                     1,018,988               97,036
Debt  discount                                                                                                  354,800
Other Assets                                                                               175,000
------------------------------------------------------------------------------------------------------------------------
Total Assets                                                                           $ 9,698,857          $   892,301
========================================================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
  Accounts payable and accrued liabilities                                             $   961,046          $   346,166
  Current portion of capital lease obligations                                              64,483
  Notes payable                                                                            290,000
------------------------------------------------------------------------------------------------------------------------
Total current liabilities                                                                1,315,529              346,166

Capital Lease Obligation, net of current portion                                           199,550

Notes Payable                                                                                                   200,000
------------------------------------------------------------------------------------------------------------------------
Total liabilities                                                                        1,515,079              546,166
Redeemable preferred stock series A, stated value $1,000, authorized
6,000 shares, issued and outstanding 4,838.252 shares                                    4,838,252
------------------------------------------------------------------------------------------------------------------------
Common Shareholders' Equity:
  Preferred stock,
  Common stock - $0.001 par value; authorized
   100,000,000 shares, issued and outstanding
   8,512,961 and 4,695,685 shares, respectively                                              8,514                4,696
  Additional paid-in capital                                                             9,699,324            3,507,316
  Deferred offering costs                                                                                      (843,361)
  Accumulated other comprehensive income                                                       503                  503
  Accumulated deficit                                                                   (6,362,815)          (2,323,019)
------------------------------------------------------------------------------------------------------------------------
Total Common Shareholders' Equity                                                        3,345,526              346,135

------------------------------------------------------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity                                             $ 9,698,857          $   892,301
========================================================================================================================
</TABLE>

                See Notes to Consolidated Financial Statements.

                                                                               5
<PAGE>   7
RETURN ASSURED INCORPORATED AND SUBSIDIARIES
(formerly A Sure eCommerce, Inc.)

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                              CONSOLIDATED STATEMENT OF OPERATIONS

----------------------------------------------------------------------------------------------------------------------------------
                                                                  Three months       Three months     Six months     Six months
                                                                     ended               ended           ended           ended
                                                                  February 28,       February 29,     February 28,   February 29,
                                                                      2001               2000              2001           2000
----------------------------------------------------------------------------------------------------------------------------------
                                                                   (unaudited)       (unaudited)      (unaudited)     (unaudited)

<S>                                                                <C>               <C>              <C>               <C>
Sales                                                              $ 1,457,608                        $ 2,235,907

Cost of sales                                                          858,670                          1,317,473
----------------------------------------------------------------------------------------------------------------------------------
Margin                                                                 598,938                            918,434

General and administrative expenses:
  Wages and salaries                                                   809,195        $ 62,515          1,862,887        $ 97,618
  Professional fees                                                    204,323           7,938            305,245          18,071
  Development costs
  Financing Fees                                                                                          506,000
  Insurance                                                             13,125                             31,608
  Travel and promotion                                                  47,015          16,584            120,062          16,584
  Consulting fees                                                       81,715                            268,932
  Rent                                                                  55,990          13,971             73,519          18,464
  Office and miscellaneous                                             253,779           4,195            555,917          15,558
  Internet service and web design                                       17,366           4,495             57,617           7,438
  Telephone                                                              2,370           1,223             27,792           1,997
  Loan receivable write-off                                                             13,230                             13,230
  Interest and finance charges                                         517,284           1,128            602,714
  Depreciation and amortization                                         85,701           2,906            258,762           5,811
----------------------------------------------------------------------------------------------------------------------------------
Net loss from operations                                            (1,488,925)       (128,185)        (3,752,621)       (194,771)

Other Income                                                           425,513                            425,513
----------------------------------------------------------------------------------------------------------------------------------
Net Loss                                                            (1,063,412)       (128,185)        (3,327,108)       (194,771)

Value of warrants issued in connection
  with preferred stock                                                                                   (669,350)
Dividends on preferred stock                                           (18,338)                           (43,338)
----------------------------------------------------------------------------------------------------------------------------------

Net loss attributable to common shareholders                       $(1,081,750)      $(128,185)       $(4,039,796)      $(194,771)
==================================================================================================================================

Net loss per share - basic and diluted                             $     (0.14)            N/A        $     (0.59)            N/A
==================================================================================================================================

Weighted average number of shares                                    7,762,209              90          6,875,769              90
==================================================================================================================================
</TABLE>


                See Notes to Consolidated Financial Statements.

                                                                               6
<PAGE>   8
RETURN ASSURED INCORPORATED AND SUBSIDIARIES
(formerly A Sure eCommerce, Inc.)

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
                  CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
-------------------------------------------------------------------------------------------------------------------------------
                                                                           Common Shares
                                                                       and Paid in Capital in        Additional
                                                                       Excess of $0.001 Par Value      Paid-in     Accumulated
                                                                       Number                          Capital       Deficit
-------------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>           <C>              <C>          <C>           <C>
Issuance of common stock:
  For cash:
    Initial shares                                                             90       $     1
Subscriptions received
Exchange loss
Net loss                                                                                                           $   (61,713)
-------------------------------------------------------------------------------------------------------------------------------
Balance at August 31, 1999                                                     90             1                        (61,713)
Common Stock:
  Private placement                                                     1,445,685         1,446      $ 1,054,864
  Shares issued for offering costs:
    For going public                                                      340,000           340          485,860
    For private placement                                                 200,000           200          285,800
    For bridge financing                                                  200,000           200          285,800
  Value of warrants issued in connection
  with bridge financing                                                                                   68,800
  Value of warrants issued in connection
   with going public                                                                                     233,726
  Shares issued to founders' and other
   employees and consultants and
   recapitalization                                                     2,095,000         2,095          885,381
  Cancellation of original shares                                             (90)           (1)
  Financing fees                                                          415,000           415          207,085
  Exchange gain
  Net loss                                                                                                          (2,261,306)
-------------------------------------------------------------------------------------------------------------------------------
Balance at August 31, 2000                                              4,695,685         4,696        3,507,316    (2,323,019)
  Unaudited:
  Preference shares issued for cash
  Exercise warrants for cash                                              100,000           100          199,900
  Issuance of shares for financing fee                                    100,000           100          199,900
  Common stock issued as consequence of merger                          2,353,304         2,353        4,704,255
  Accrual of dividends on preferred stock                                                                              (18,338)
  Repurchase of common stock                                             (115,385)         (115)        (230,655)
  Common stock issued on conversion of preferred stock                    579,661           580          174,420
  Preferred Stock Issuance Costs                                                                                       (25,000)
  Value of warrants attached to preferred stock                                                          669,350      (669,350)
  Common stock issued to for Services (Plasmanet)                         799,696           800          352,838
  Value of options and warrants granted to consultants                                                   122,000
  Net
loss

                                                                                                                    (3,327,108)
-------------------------------------------------------------------------------------------------------------------------------
Balance February 28, 2001                                               8,512,961       $ 8,514      $ 9,699,324   $(6,362,815)
===============================================================================================================================
</TABLE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                                           Comprehensive     Deferred         Total          Shareholders'
                                                              Income         Offering      Subscriptions         Equity
                                                              (Loss)           Costs         Received         (Deficiency)
----------------------------------------------------------------------------------------------------------------------------------

<S>                                                        <C>               <C>            <C>               <C>
Issuance of common stock:
  For cash:
    Initial shares                                                                                            $         1
Subscriptions received                                                                       $ 35,426              35,426
Exchange loss                                                   $ (33)                                                (33)
Net loss                                                                                                          (61,713)
----------------------------------------------------------------------------------------------------------------------------------
Balance at August 31, 1999                                        (33)                         35,426             (26,319)
Common Stock:                                                                                                           0
  Private placement                                                                                             1,056,310
  Shares issued for offering costs:                                                                                     0
    For going public                                                         (486,200)
    For private placement                                                                                         286,000
    For bridge financing                                                                                          286,000
  Value of warrants issued in connection
   with going public                                                         (233,726)
  Value of warrants issued in connection                                                                                0
   with deferred financing                                                                     68,800             233,726
  Shares issued to founders' and other
   employees and consultants and
   recapitalization                                                                           (35,426)            852,050
  Cancellation of original shares                                                                                      (1)
  Legal fees incurred in connection
   with placement                                                            (123,435)                           (123,435)
  Financing fees                                                                                                  207,500
  Exchange gain                                                   536                                                 536
  Net loss                                                                                                     (2,261,306)
---------------------------------------------------------------------------------------------------------------------------------
Balance at August 31, 2000                                        503        (843,361)                            346,135
  Unaudited:
  Exercise warrants for cash                                                                                      200,000
  Issuance of shares for financing fee                                                                            200,000
  Common stock issued as consequence of merger                                                                  4,706,608
  Classification of stock, warrants and professional fees
   as cost of merger                                                          843,361                             843,361
  Accrual of dividends on preferred stock                                                                         (18,338)
  Repurchase of common stock                                                                                     (230,770)
  Common stock issued on conversion of preferred stock                                                            175,000
  Value of warrants attached to preferred stock
  Preferred Stock Issuance Costs and
  professional fees                                                                                               (25,000)
  Common stock issued to for Services (Plasmanet)                                                                 353,638
  Value of options and warrants granted to consultants                                                            122,000
  Net loss                                                                                                     (3,327,108)
------------------------------------------------------------------------------------------------------------------------------------
Balance February 28, 2001                                       $ 503        $ -0-           $     -          $15,741,595
====================================================================================================================================
</TABLE>


                See Notes to Consolidated Financial Statements.
                                                                             7
<PAGE>   9
RETURN ASSURED INCORPORATED AND SUBSIDIARIES
(formerly A Sure eCommerce, Inc.)

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                                                                    Six months          Six months
                                                                                      ended               ended
                                                                                   February 28,        February 29,
                                                                                       2001                2000
----------------------------------------------------------------------------------------------------------------------
                                                                                   (unaudited)         (unaudited)
<S>                                                                                <C>                 <C>
Operating activities:
  Net loss                                                                            $(3,327,108)          $(194,771)
  Items not involving cash:
    Depreciation and amortization                                                         343,280               5,811
    Services rendered in exchange for shares, options
     and warrants                                                                         961,638
    Non-cash interest expense                                                              68,000
    Loss on abandonment of assets                                                          82,429
    Compensation charge for excess of fair value
     given in share repurchase                                                            494,230
    Changes in operating assets and liabilities:
    Accounts receivable                                                                  (270,765)             (9,013)
    Inventory                                                                              32,983
    Prepaid expenses                                                                      (30,295)             (9,605)
    Accounts payable and accrued liabilities                                              469,652              40,266
----------------------------------------------------------------------------------------------------------------------
Net cash used in operating activities                                                  (1,175,156)           (167,312)

Investing activities:
  Acquisition of property and equipment                                                   (17,659)            (79,850)
  Advances to shareholder                                                                                     (16,302)
  Cash received in acquisition                                                            249,492
----------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) investing activities                                       231,833             (96,152)

Financing activities:
  Capital lease payments                                                                  (33,965)
  Payment of notes payable                                                               (200,000)
  Issuance of common stock (cash)                                                         200,000             263,362
  Repurchase of common stock                                                             (435,000)
  Issuance of preferred stock                                                           5,000,000
----------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities                                               4,531,035             263,362

Effect of Foreign Currency Translation                                                                           (560)

Increase in cash                                                                        3,587,712                (662)
Cash, beginning of period                                                                 132,107               2,674
----------------------------------------------------------------------------------------------------------------------
Cash, end of period                                                                   $ 3,719,819           $   2,012
======================================================================================================================
</TABLE>

                See Notes to Consolidated Financial Statements.

                                                                               8
<PAGE>   10



RETURN ASSURED INCORPORATED AND SUBSIDIARIES
(Formerly A Sure eCommerce, Inc.)

NOTES TO FINANCIAL STATEMENTS

1.     BASIS OF PRESENTATION, ORGANIZATION AND NATURE OF OPERATIONS

       The accompanying consolidated financial statements are unaudited and in
       the opinion of management reflect all adjustments (consisting of normal
       recurring adjustments) considered necessary for a fair presentation in
       accordance with generally accepted accounting principles and with the
       instructions to Form 10-QSB. Operating results for the three-month and
       six-month periods ended February 28, 2001 are not necessarily indicative
       of the results that may be expected for the fiscal year ended August 31,
       2001. For further information refer to the annual financial statements of
       Return Assured Incorporated and Hertz Technology Group Inc. included in
       the 10-KSB report previously filed.

       Return Assured Incorporated (the "Company") was incorporated under the
       laws of the State of Nevada on June 10, 1999. The Company was deemed to
       be in the development stage as more fully defined in Statement No. 7 of
       the Financial Accounting Standards Board through the period ended August
       31, 2000. The Company intends to provide a service that will guarantee
       customers who order products through the web sites of merchant members
       will get the product and that the merchant member will honour its stated
       return policies.

       On October 13, 2000 the Company, through a reverse triangular merger,
       became the accounting parent company and the legal subsidiary of Hertz
       Technology Group Inc. ("Hertz") Hertz subsequently was renamed Return
       Assured Incorporated, a Delaware corporation. As a result the former
       subsidiaries of Hertz have become wholly owned subsidiaries. The
       Consolidated Financial Statements now include the following Companies,
       Return Assured Incorporated (Delaware), Return Assured Incorporated
       (Nevada), Hertz Computer Corporation, Hergo Ergonomic Support Systems
       Inc., Remote IT.com, Inc. and Edutec Computer Education Institute, Inc.
       The merger has been accounted for as a purchase with resulting goodwill
       amounting to approximately $3,011,000. The consolidated Statements of
       Operations include the operations of Hertz and its subsidiaries since
       the date of the merger.

                                                                               9
<PAGE>   11



RETURN ASSURED INCORPORATED AND SUBSIDIARIES
(Formerly A Sure eCommerce, Inc.)
NOTES TO FINANCIAL STATEMENTS


       The following pro forma information assumes the acquisition had occurred
       at the beginning of the periods presented:

<TABLE>
<CAPTION>
                                               Six Months          Three Months
                                                  Ended                 Ended
                                        February 28,  February 29,  February 29,
                                           2001            2000        2000
                                           -----           ----        -----

<S>                                    <C>            <C>          <C>
       Sales                           $2,848,315      $3,280,316   $1,700,868

       Net Loss                        (3,612,603)     (1,079,731)    (671,752)

       Loss per share - basic and
       diluted                             $(0.49)         $(0.51)      $(0.32)

       Weighted average number of
       shares outstanding               7,386,225       2,129,173    2,129,173
</TABLE>


       The operations have ceased in Hertz Computer Corporation during the
       previous fiscal year and in Edutec during the current quarter.

       The Company records revenue on its web seal of approval products when
       websites that use the web seal of approval generate sales. The Company
       records the appropriate percentage, based on the customer contract, of
       the customer-based retail sale as revenue.

2.     INVENTORY

       As at February 28, 2001 inventory consists of:

<TABLE>
<CAPTION>
<S>                                                  <C>
                  Raw materials                             $54,069
                  Work in progress                          101,553
                  Finished goods                            245,490
                                                     ---------------
                                                            401,112
                                                     ===============
</TABLE>

3.      SEGMENT INFORMATION

       For the six months ended February 28, 2001: .

<TABLE>
<CAPTION>
                            Financial               Technology
                            Services      Hergo       Group       Corporate     Consolidated

<S>                         <C>         <C>          <C>          <C>           <C>
       Assets               $424,410    $2,849,410   $ 280,397    $6,144,240    $ 9,698,857

       Sales

       (unaffiliated)          9,982     1,772,850     453,075                    2,235,907


       Net Loss           (1,706,947)      (76,973)   (126,260)    (1,416,928)   (3,327,108)
</TABLE>




                                                                              10
<PAGE>   12



RETURN ASSURED INCORPORATED AND SUBSIDIARIES
(Formerly A Sure eCommerce, Inc.)

NOTES TO FINANCIAL STATEMENTS


       For the three months ended February 28, 2001:

<TABLE>
<CAPTION>
                            Financial                 Technology
                            Services       Hergo        Group      Corporate     Consolidated


<S>                         <C>         <C>           <C>         <C>           <C>
       Assets               $424,410    $2,849,410    $ 280,397   $6,144,240     $9,698,857

       Sales

       (unaffiliated)          9,982       994,551      453,075                   1,457,608


       Net Loss             (751,781)      (23,941)     119,732     (407,422)   (1,063,412)
</TABLE>



4.     CAPITAL TRANSACTIONS

       The Company completed a financing of Series A Convertible Preferred Stock
       at the same time as the merger. The preferred shares carry a dividend of
       1% and are convertible at the lesser of the average three lowest Per
       Share Market Value Prices for the previous 45 day period preceding the
       conversion date or $3.00. Per Share Market Price is defined as the
       closing bid prices of the Company's common shares. Based on the
       market value of the Company's common stock on the date the preferred
       stock was issued, there was no beneficial conversion feature on the
       Series A Preferred Stock.

       The Company has placed in Escrow 8,267,195 common shares to facilitate
       conversion of the preference shares. As at February 28, 2001 the holder
       of the preferred shares had converted $161,748 of preference shares and
       $13,252 of accrued dividends into 579,661 common shares.

5.     CASH IN ESCROW

       "Cash in escrow" denotes cash being held by non-bank third parties (i.e.
       with an attorney). These amounts are not considered restricted because
       these funds are subject to withdrawal by the Company at the Company's
       option.

6.     NOTES PAYABLE

       Notes payable due at February 28, 2001 are due to a consultant of
       the Company on April 17, 2001. This payment had not been paid as of the
       date of this filing. The Company is currently in negotiations with the
       consultant regarding this note.

7.     OTHER INCOME

       Other income consists of the amount paid to the Company to vacate the
       Varick Street location and the buyout of a consulting contract the
       Company had previously entered into.

                                                                              11
<PAGE>   13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS


        The following discussion and analysis should be read in conjunction with
the Financial Statements and Notes thereto appearing elsewhere in this Quarterly
Report. Certain statements in this Quarterly Report, which are not statements of
historical fact, are forward-looking statements. See "Special Note Regarding
Forward-Looking Information" on Page 3.

General
The Merger

We recently closed the business combination of our Return Assured business and
Hertz Technology Group business. On October 13, 2000, Asure Acquisition Corp., a
wholly-owned subsidiary of Hertz Technology Group, Inc., a Delaware Corporation,
was merged into Return Assured Incorporated, a Nevada Corporation.
Simultaneously, Hertz Technology Group changed its name to Return Assured
Incorporated.

As a result of this merger (the "Merger"), Return Assured Incorporated (Nevada)
became the predecessor for accounting purposes. The Consolidated Financial
Statements now include the following companies: Return Assured Incorporated
(Delaware); Hergo Ergonomic Support Systems, Inc.; Return Assured Incorporated
(Nevada); Hertz Computer Corporation; Remote IT.com, Inc.; and Edutec Computer
Education Institute, Inc. ("Edutec").

Subsequent to the Merger we operated in three areas: our financial services area
comprising the Return Assured Business and its "Web Seal of Approval" and
related services; the Hergo Group, which is comprised of Hergo Ergonomic Support
Systems, Inc.; and the Technology Group, which is comprised of Remote IT.Com,
Inc., Hertz Computer Corporation and Edutec Computer Education Institute, Inc.
Hertz Computer Corporation ceased manufacturing in the later part of Fiscal 2000
(ended August 31, 2000), and Edutec ceased active operations in December 2000
with the surrender of the Varick Street Lease.

The financial statements include only the Hertz operations from October 13,
2000, the date of the merger, to February 28, 2001.

Plan of Operations

Results of Operations

The timing of the commencement of our Return Assured operations has coincided
with a significant downturn in the entire internet sector, and although initial
sign ups with a number of merchants were encouraging, follow through revenue has
been disappointing. In addition the initial rush of inquiries and sign ups
announced in early January have not resulted in significant revenues. As a
result the Company has reduced operations and is looking towards a redefinition
of the Return Assured Seal of Approval program and defining other areas where
the seal may be applicable.

In addition the Company has commenced the search for acquisition and merger
candidates which will allow the Company to sustain operations beyond the
resources which are currently in hand. Management recognizes that the raising of
additional funds for a largely internet retail based business will be
particularly difficult given the depressed state of the technology capital
markets.

                                                                              12
<PAGE>   14
The Company entered into a letter of intent to merge with the Affinity Group of
St Petersburg, Florida in February, 2001. This letter of intent was abandoned by
mutual consent of the parties. The Company continues its search for appropriate
merger candidates.

At the completion of the Merger, we also completed a financing in the amount of
$5,000,000 through the issuance of 5,000 convertible preferred shares. As a
result of the financing, we expect that we will have sufficient cash resources
to fund all of our proposed operations for the next 12 months.

We have recently commenced our Return Assured operations and have not generated
any revenues since inception in June 1999 through August 31, 2000. Our Return
Assured operations have consisted of:

     -    determining the feasibility and potential market acceptance of our web
          seal service;

     -    developing the infrastructure to deliver and monitor our web seal
          service;

     -    structuring our cyber insurance policy with Lloyd's of London;

     -    pursuing our marketing strategy by forming strategic relationships
          with web portals;

     -    raising capital to finance our business plan; and

     -    assembling our management team.

As noted above, we have scaled back the Return Assured operations and are in the
process of redefining our markets and products as a response to the poor sales
results.

                                                                              13
<PAGE>   15
Most of our expenses through February 28, 2001 have been for wages and salaries;
professional and consulting fees;

       The results of our acquired businesses The Hertz Companies are
essentially divided into two operating Segments, Technology and Hergo. The
Company is commenced operations in our financial services segment with the
Return Assured Seal of Approval during the quarter discussed in more detail
elsewhere in this Form 10QSB.

       Discussions which follow as they relate to Technology and Hergo segments
relate to the period prior to acquisition and the financial statements included
herein include only the results from October 13, the merger date forward.

       Results in the technology division are being affected by general
declines in technology and in the internet area. This is also reflected in
reduced sales at Hergo as the economic expansion appears to be losing steam.
Hergo sales declined 5.6% from the same quarter last year and technology sales
declined due to the curtailment of Hertz Computer activities and a significant
reversal in the Remote IT business. Hergo sales were off approximately 5% from
the same quarter last year.

       The initial flurry of activity regarding the Seal of Approval launch has
not resulted in any significant revenues being generated. This is attributed to
the fact that the Internet company's reluctance to share revenues required
under the seal program as their sales are either not materializing or declining.

       The seal program has been curtailed pending changes in market conditions
and our re-thinking our approach.

Liquidity And Capital Resources

-       In October 2000, we raised $5,000,000 from the sale of our Series A
        convertible preferred stock. After giving effect to the Merger, the sale
        of our Series A preferred stock and the redemption of Eli Hertz' common
        stock pursuant to the Merger, we had, as of February 28, 2001,
        approximately:

-       $ 3,719,819 in cash; and

-       $ 4,253,868 in working capital.

        A significant portion of our working capital will be used to launch our
web seal operations.

        We believe that our current cash will be sufficient to meet our
anticipated cash needs for working capital and capital expenditures for at least
the next twelve months. If cash generated from operations is insufficient to
satisfy our liquidity requirements, we may seek to sell additional equity or
debt securities or to obtain a credit facility. The sale of additional equity or
convertible debt securities could result in additional dilution to our
stockholders. If we issue debt securities, our fixed obligations will increase
and we may become subject to covenants that would restrict our operations. Such
financing may not be available in amounts or on terms acceptable to us, if at
all.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        Not Applicable.


PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

        None.


                                                                              14
<PAGE>   16
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

On December 15, 2000, we entered into a Program Promotion Agreement with Plasma
Net Inc., the provider of FreeLotto.com, a free online sweepstakes. Under the
Agreement, PlasmaNet and Return Assured will create promotional programs
enhanced by FreeLotto's relationship with its approximate 12,000,000 registered
users. Under the programs, FreeLotto members that opt in will have their contact
information forwarded to us in real time for the purpose of new membership /
database relationship management.

In exchange for the above-mentioned membership generation, we will at the end of
each calendar week, issue $6.00 worth of our common stock to PlasmaNet for each
new member referred by us for that week. We have delivered into escrow 1,400,000
shares of common stock. Of the 1,400,000 shares in escrow, 799,696 shares have
been delivered to PlasmaNet for the first 200,000 registrations, which shares
will be returned to us if the program fails to result in 200,000 registrations.

These securities were sold under the exemptions from registration provided by
Section 4(2) of the Securities Act. Neither we nor any person acting on our
behalf offered or sold the securities by means of any form of general
solicitation or general advertising. PlasmaNet, Inc. represented in writing that
it acquired the securities for its own account. A legend was placed on the
certificates stating that the securities have not been registered under the
Securities Act and cannot be sold or otherwise transferred without an effective
registration or an applicable exemption.

The holder of our outstanding Series A Preferred Stock converted a portion of
such preferred stock. On November 11, 2000, it converted $50,000 worth of the
preferred stock for 50,000 shares of common stock. On January 17, 2001, it
converted $125,000 worth of the preferred stock for 529,661 shares of common
stock. These shares of common stock were delivered from escrow to the holder
upon conversion under the exemption from registration provided by Section 4(2)
of the Securities Act. Of the $175,000 worth of preferred stock converted by the
holder, $13,252 was accrued dividends and the difference reduced the amount of
preferred stock by $161,748.

ITEM 3. DEFAULTS IN SENIOR SECURITIES

        None.

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

        None.

ITEM 5. OTHER INFORMATION

        The Company has received a letter from NASDAQ indicating that it has not
met the ongoing listing requirements in that the Company's common stock has
traded below $1.00 for more than 30 trading days. The Company's shares now must
close above $1.00 for 10 consecutive trading days by June 15, 2001, or the
Company may be at risk of losing its listing on NASDAQ. There are a number of
courses of action which are being considered by the Company and include merging
with another Company, as noted above, or a consolidation of the Company's common
stock. No decisions have been made in this regard.

                                                                              15
<PAGE>   17
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)     Exhibits.
        None

(b)     Reports on Form 8-K.

        We have filed a Current Report on Form 8-K on January 12, 2001
disclosing the agreement with PlasmaNet Inc.

        SIGNATURES

        In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                          RETURN ASSURED INCORPORATED


Dated: October 2, 2001              By:  /s/ Matthew Sebal
                                       ----------------------------------------
                                          Matthew Sebal
                                          President and Chief Executive Officer


Dated: October 2, 2001              By:  /s/ Michael Sweatman
                                       ----------------------------------------
                                          Michael Sweatman
                                          Chief Accounting Officer

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