<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 May 31, 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 July 19, 2001 there were 16,850,799 shares of the registrant's
common stock, par value $0.001 issued and outstanding.
<PAGE>   2
         2
                           RETURN ASSURED INCORPORATED

                  MAY 31, 2001 QUARTERLY REPORT ON FORM 10-QSB
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                 Page
                                                                                 Number

<S>  <C>                                                                          <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........................................         14
Item 3.  Quantitative and Qualitative Disclosures About Market Risk......         17

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings...............................................         18
Item 2.  Changes in Securities and Use of Proceeds.......................         18
Item 3.  Defaults Upon Senior Securities.................................         20
Item 4.  Submission of Matters to a Vote of Security Holders.............         21
Item 5.  Other Information...............................................         21
Item 6.  Exhibits and Reports on Form 8-K................................         22

</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
         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 May 31, 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.
<PAGE>   4
         4

                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS



<TABLE>
<CAPTION>
<S>                                                                                 <C>
            Independent Accountant's Report....................................        5

            Consolidated Balance Sheet as of May 31, 2001 and August 31, 2000.         6

            Consolidated Statements of Operations for the three months ended 6
            May 31, 2001 and May 31, 2000 and the nine months ended May 31, 2001
            and May 31, 2000....................................................       7

            Consolidated Statement of Shareholders' Equity.....................        8

            Consolidated Statements of Cash Flows for the nine months
                ended May 31, 2001 and May 31, 2000...........................         9

            Notes to Consolidated Financial Statements........................     10-13
</TABLE>
<PAGE>   5
         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 May 31, 2001, and the related consolidated
statements of operations for the three and nine month periods then ended, and
the consolidated statements of shareholders' equity, and cash flows for the nine
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

July 6, 2001
<PAGE>   6
         6

RETURN ASSURED INCORPORATED AND SUBSIDIARIES
(FORMERLY A SURE ECOMMERCE, INC.)


                           CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                               MAY 31, 2001       AUGUST 31, 2000
--------------------------------------------------------------------------------------------------------------------
                                                                               (unaudited)

<S>                                                                            <C>                <C>
ASSETS

Current:
   Cash                                                                        $    481,294           $   132,107
   Cash in Escrow                                                                 3,102,839
   Accounts receivable (net of allowance for doubtful accounts of
      $52,550 as of May 31, 2001)                                                   757,178                37,759
   Inventory (Note 2)                                                               478,833
   Prepaid expenses                                                                 346,056               270,599
--------------------------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                                              5,166,200               440,465

Goodwill (net of accumulated amortization of $125,448)                            1,268,585
Property and Equipment (net of accumulated depreciation of $1,069,898
   and $16,817, respectively)                                                     1,496,386                97,036
Debit discount                                                                                            354,800
Other Assets                                                                         44,624
--------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS                                                                   $  7,975,795           $   892,301
====================================================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
   Accounts payable and accrued liabilities                                    $  1,218,420           $   346,166
   Current portion of capital lease obligations                                     140,184
   Notes payable                                                                    200,000
--------------------------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                                                         1,558,604               346,166

Capital Lease Obligation, net of current portion                                    509,939

Notes Payable                                                                                             200,000
--------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES                                                                 2,068,543               546,166
--------------------------------------------------------------------------------------------------------------------
Redeemable preferred stocks stock, series A, stated
value $1,000, authorized 6,000 shares, issued and
outstanding 4,202 shares                                                          4,202,252
--------------------------------------------------------------------------------------------------------------------
Common Shareholders' Equity:
      Common stock - $0.001 par value; authorized 100,000,000 shares,
      issued and outstanding 13,974,803 and 4,695,685 shares,
      respectively                                                                   13,975                 4,696
   Additional paid-in capital                                                    10,562,874             3,507,316
   Deferred offering costs                                                                               (843,361)
   Accumulated other comprehensive income                                               503                   503
   Accumulated deficit                                                           (8,872,352)           (2,323,019)
--------------------------------------------------------------------------------------------------------------------
TOTAL COMMON SHAREHOLDERS' EQUITY                                                 1,705,000               346,135

--------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                     $  7,975,795           $   892,301
====================================================================================================================
</TABLE>

                 See Notes to Consolidated Financial Statements
<PAGE>   7
         7

RETURN ASSURED INCORPORATED AND SUBSIDIARIES
(FORMERLY A SURE ECOMMERCE, INC.)


                      CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                      THREE MONTHS         THREE MONTHS          NINE MONTHS          NINE MONTHS
                                                          ENDED               ENDED                ENDED                ENDED
                                                       MAY 31, 2001        MAY 31, 2000          MAY 31, 2001         MAY 31,2000
-----------------------------------------------------------------------------------------------------------------------------------
                                                       (unaudited)           (unaudited)          (unaudited)          (unaudited)

<S>                                                   <C>                <C>                   <C>                  <C>
Sales                                                  $ 1,369,641                               $ 3,605,548

Cost of sales                                              708,894                                 2,026,367
-----------------------------------------------------------------------------------------------------------------------------------
Margin                                                     660,747                                 1,579,181

General and administrative expenses:
   Wages and salaries                                      722,072           $   7,518             2,584,959           $   7,518
   Professional fees                                       218,821              79,010               524,066              97,081
   Financing Fees                                                                                    506,000
   Insurance                                                52,078                                    83,686
   Travel and promotion                                     36,157              43,954               156,219              60,538
   Consulting fees                                         266,831             181,649               535,763             279,267
   Rent                                                     16,885              14,457                90,404              32,921
   Office and miscellaneous                                 78,021               8,268               633,938              25,823
   Internet service and web design                          66,124              26,296               123,741              33,734
   Telephone                                                20,586                                    48,378
   Bad Debts                                                 3,255                                     3,255              13,230
   Interest and finance charges                             11,945                                   614,659
   Depreciation and amortization                            50,939               4,322               309,701              10,133
   Impairment of goodwill                                1,616,708                                 1,616,708
-----------------------------------------------------------------------------------------------------------------------------------
Loss from operations                                    (2,499,675)           (365,474)           (6,252,296)           (560,245)

Other Income                                                 2,231                                   427,744
-----------------------------------------------------------------------------------------------------------------------------------
Net Loss                                                (2,497,444)           (365,474)           (5,824,552)           (560,245)

Value of warrants issued in connection with
preferred stock                                                                                     (669,350)
Dividends on preferred stock                               (12,093)                                  (55,431)
-----------------------------------------------------------------------------------------------------------------------------------
Net loss attributable to common shareholders           $(2,509,537)          $(365,474)          $(6,549,333)          $(560,245)
===================================================================================================================================
Net loss per share - basic and diluted                 $     (0.29)                N/A           $     (0.87)                N/A
===================================================================================================================================
Weighted average number of shares outstanding            8,722,103                  90             7,559,610                  90
===================================================================================================================================
</TABLE>


                See Notes to Consolidated Financial Statements
<PAGE>   8
         8

RETURN ASSURED INCORPORATED AND SUBSIDIARIES
(FORMERLY A SURE ECOMMERCE, INC.)

                CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
<TABLE>
<CAPTION>
                                                                              Common Shares and
                                                                          Paid in Capital in Excess        Additional
                                                                             of $0.001 Par Value           Paid-in
                                                                            Number          Amount          Capital
---------------------------------------------------------------------------------------------------------------------------

<S>                                                                       <C>               <C>            <C>
Issuance of common stock:
    For cash:
       Initial shares                                                              90       $      1
Subscriptions received
Exchange loss
Net loss
---------------------------------------------------------------------------------------------------------------------------

Balance at August 31, 1999                                                         90              1
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
     proposed offering                                                                                          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
---------------------------------------------------------------------------------------------------------------------------

Balance at August 31, 2000                                                  4,695,685          4,696          3,507,316
---------------------------------------------------------------------------------------------------------------------------
    Unaudited:
    Exercise warrants for cash                                                100,000            100            199,900
    Issuance of warrants 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
    Repurchase of common stock                                               (115,385)          (115)          (230,655)
    Common Stock issued on conversion of preferred
     stock                                                                  5,441,199          5,441            805,558
    Value of warrants attached to preferred stock                                                               669,350
    Common stock issued for services (PlasmaNet)                            1,400,000          1,400            585,250
    Value of options and warrants granted to
     consultants                                                                                                122,000
    Net Loss
---------------------------------------------------------------------------------------------------------------------------
Balance at May 31, 2001                                                    13,974,803       $ 13,975       $ 10,562,874
===========================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
                                                                        Comprehensive   Deferred      Total          Shareholders'
                                                        Accumulated        Income       Offering   Subscriptions        Equity
                                                           Deficit          (Loss)        Costs      Received         (Deficiency)
------------------------------------------------------------------------------------------------------------------------------------

<S>                                                     <C>             <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)                                                      (61,713)
------------------------------------------------------------------------------------------------------------------------------------

Balance at August 31, 1999                                   (61,713)          (33)                    35,426              (26,319)
Common Stock:
    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 with
     bridge financing                                                                                                        68,800
    Shares issued to founders' and other employees
     and consultants and recapitalization                                                                                   887,476
    Cancellation of original shares                                                                   (35,426)              (35,427)
    Legal fees incurred in connection with placement                                    (123,435)                          (123,435)
    Financing fees                                                                                                          207,500
    Exchange gain                                                              536                                              536
    Net Loss                                              (2,261,306)                                                    (2,261,306)
------------------------------------------------------------------------------------------------------------------------------------

Balance at August 31, 2000                                (2,323,019)          503      (843,361)                           346,135
------------------------------------------------------------------------------------------------------------------------------------
    Unaudited:
    Exercise warrants for cash                                                                                              200,000
    Issuance of warrants 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                  (30,431)                                                       (30,431)
    Repurchase of common stock                                                                                             (230,770)
    Common Stock issued on conversion of preferred
     stock                                                                                                                  810,999
    Value of warrants attached to preferred stock           (669,350)
    Preferred stock issuance costs                           (25,000)                                                       (25,000)
    Common stock issued for services (PlasmaNet)                                                                            586,650
    Value of options and warrants granted to
     consultants                                                                                                            122,000
    Net Loss                                              (5,842,552)                                                    (5,824,552)
------------------------------------------------------------------------------------------------------------------------------------
Balance at May 31, 2001                                  $(8,872,352)        $ 503                                     $  1,705,000
====================================================================================================================================
</TABLE>
                 See Notes to Consolidated Financial Statements
<PAGE>   9
         9

RETURN ASSURED INCORPORATED AND SUBSIDIARIES
(FORMERLY A SURE ECOMMERCE, INC.)


                      CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                             NINE MONTHS            NINE MONTHS
                                                                                 ENDED                ENDED
                                                                             MAY 31, 2001          MAY 31, 2000
------------------------------------------------------------------------------------------------------------------
                                                                                        (Unaudited)
<S>                                                                          <C>                   <C>
Operating activities:
  Net loss                                                                    $(5,824,552)          $(560,245)
  Items not involving cash:
    Depreciation and amortization                                                 520,780              10,133
    Services rendered in exchange for shares,
      options and warrants                                                      1,194,650
    Non cash interest expense                                                      68,800
    Loss on sale of assets                                                         75,776
    Compensation charge for excess of fair value
     given in share repurchase                                                    494,230
  Impairment of goodwill                                                        1,616,708
  Changes in operating assets and liabilities:
    Accounts receivable                                                            14,306             (21,302)
    Inventory                                                                     (44,738)
    Prepaid expenses                                                              242,866             (20,909)
    Other assets                                                                  (44,623)
    Accounts payable and accrued liabilities                                      714,930             172,978
------------------------------------------------------------------------------------------------------------------
NET CASH USED IN OPERATING ACTIVITIES                                            (970,867)           (419,345)

Investing activities:
  Acquisition of property and equipment                                          (220,034)            (93,046)
  Advances to shareholder                                                                             (16,302)
  Cash received on sale of assets                                                   6,350
  Cash received in acquisition                                                    249,492
------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                                35,808            (109,348)

Financing activities:
  Capital lease payments                                                          (87,915)
  Payment of notes payable                                                       (290,000)
  Issuance of common stock (cash)                                                 200,000             530,862
  Repurchase of common stock                                                     (435,000)
  Issuance of preferred stock                                                   5,000,000
------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                       4,387,085             530,862

EFFECT OF FOREIGN CURRENCY TRANSLATION                                                                   (560)

Increase in cash                                                                3,452,026               1,609
Cash, beginning of period                                                         132,107               2,674
------------------------------------------------------------------------------------------------------------------
Cash, end of period                                                           $ 3,584,133           $   4,283
==================================================================================================================

Supplemental Schedule of noncash investing and financing activities:

Fixed Assets acquired under capital leases                                    $   440,040
==================================================================================================================
</TABLE>


                 See Notes to Consolidated Financial Statements
<PAGE>   10
         10

RETURN ASSURED INCORPORATED AND SUBSIDIARIES
(FORMERLY A SURE ECOMMERCE, INC.)


                   NOTES TO CONSOLIDATED 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/A. Operating results for the three month and
      nine month periods ended May 31, 2001 are not necessarily indicative of
      the results that may be expected for the fiscal year ending 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 May 31,
      2001. The Company intends to provide a service that will guarantee
      customers who order products through the websites of merchant members will
      get the product and that the merchant member will honor 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.
<PAGE>   11
         11

RETURN ASSURED INCORPORATED AND SUBSIDIARIES
(FORMERLY A SURE ECOMMERCE, INC.)


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

<TABLE>
<CAPTION>
                                  Three               Nine                  Nine
                                  Months              Months                Months
                                  Ended               Ended                 Ended
                                  May 31              May 31,               May 31,
                                   2000                2001                 2000
                                ----------           ----------           ----------

<S>                              <C>                  <C>                  <C>
      Sales                       1,700,868            4,217,956            3,280,316

      Net Loss                   (1,459,966)          (4,493,339)          (2,539,697)


      Loss per share -                (0.69)               (0.57)               (1.19)
      basic and diluted

      Weighted average            2,129,173            7,898,044            2,129,173
      number of shares
      outstanding
</TABLE>

      The operations have ceased in Hertz Computer Corporation during the
      previous fiscal year and in Edutec subsequent to the end of the previous
      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 May 31, 2001 inventory consists of:

<TABLE>
<CAPTION>
<S>                                            <C>
               Raw materials                      54,449
               Work in progress                   62,586
               Finished goods                    361,798
                                               ---------
                                               $ 478,833
                                               =========
</TABLE>


3.    SEGMENT INFORMATION

      For the nine months ended May 31, 2001:

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

<S>                               <C>            <C>               <C>             <C>                 <C>
      Assets                       215,582       2,995,774            49,710       6,331,437           9,592,503
</TABLE>
<PAGE>   12
         12

RETURN ASSURED INCORPORATED AND SUBSIDIARIES
(FORMERLY A SURE ECOMMERCE, INC.)


<TABLE>
<CAPTION>
<S>                             <C>              <C>                <C>            <C>                  <C>
      Sales                         10,450       3,119,507           475,591                             3,605,548
      (unaffiliated)

      Net Loss                  (2,078,796)        (72,780)         (314,749)      (1,741,519)          (4,207,844)
</TABLE>



       For the three months ended May 31, 2001:

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

<S>                               <C>            <C>               <C>             <C>                 <C>
      Sales                            468       1,346,657            22,516                             1,369,641
      (unaffiliated)

      Net Income (Loss)           (371,849)          4,193          (188,489)       (324,591)          (880,736)
</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"). 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 (the
      "Common Shares").

      The Company placed in Escrow 8,267,195 Common Shares to facilitate
      conversion of the Preferred Shares. As of May 31, 2001, the holder of the
      Preferred Shares had converted $797,748 of Preferred Shares and $13,252 of
      accrued dividends into 5,441,199 Common Shares.

      The balance of the Common Shares in escrow were issued as a result of
      conversions subsequent to the balance sheet date.

      The Company has filed a registration statement on Form S-3 to provide an
      additional 8,000,000 shares to provide for future conversions.

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 as of May 31, 2001 were due to a consultant of the Company
      on April 17, 2001. A payment of $90,000 was made to the consultant during
      the current period. The Company is currently in negotiations with the
      consultant regarding this note.

7.    OTHER INCOME

      Other income primarily consists of the amount paid to the Company to
<PAGE>   13
         13

RETURN ASSURED INCORPORATED AND SUBSIDIARIES
(FORMERLY A SURE ECOMMERCE, INC.)


      vacate the Varick Street Location and the buyout of a consulting contract
      the Company had previously entered into.
<PAGE>   14
         14

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

Earlier this fiscal year, we completed the business combination of the Return
Assured business and the 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 with and into Return Assured
Incorporated, a Nevada Corporation. At the same time Hertz Technology Group
changed its name to Return Assured Incorporated.

As a result of this 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.

The Company now operates in three principal areas; the financial services area
consisting primarily of Return Assured's "Web Seal of Approval" and related
services; the Hergo Group which is comprised of Hergo Ergonomic Support Systems
Inc.; and the Technology Group comprised of Remote IT.com, Inc., Hertz Computer
Corporation and Edutec Computer Education Institute Inc. Hertz Computer
Corporation ceased manufacturing in the latter part of fiscal 2000, and Edutec
ceased active operations in December with the termination of the Varick Street
lease. Consideration is being given to the curtailment of operations of Remote
IT.com, Inc.

The Varick Street lease was terminated and the Company received $240,000 net for
this termination. A total of $300,000 was paid, of which $60,000 was paid to the
real estate broker for commission. Of these proceeds, $90,000 was paid to Eli
Hertz, the Company's former President and Chairman, in partial satisfaction, of
the $290,000 note payable to him.
<PAGE>   15
         15

The financial statements only include the Hertz operations from October 13,
2000, the date of the merger, to May 31 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
signups with a number of merchants were encouraging, follow-through revenue has
been very disappointing. In addition, the initial rush of inquiries and signups,
announced in early January, have not resulted in significant revenues.

As a result, the Company has reduced operations in the financial services area,
and is looking towards a redefinition of the Return Assured Seal of Approval and
its areas of operations.

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 it currently has. Management recognizes that raising additional
funds for a retail-based Internet business will be particularly difficult given
the depressed state of the technology capital markets.

The Company entered into a letter of intent to merge with the Affinity Group of
St. Petersburg, Florida. In February, merger plans were abandoned by mutual
consent of the parties. The Company continued its search for appropriate merger
candidates.

Upon finding a suitable merger candidate, the Company entered into a letter of
intent to merge with Internet Business International Inc ("IBUI") in May 2001
and executed a definitive merger agreement in June 2001. Reference is made to
the Company's Form 8-K filings on May 15, 2001 and June 28, 2001 for details of
the proposed merger.

Upon the completion of the merger with Hertz Technology Group Inc. on October
16, 2000, we also completed a financing in the amount of $5,000,000 through the
issuance of 5,000 convertible Preferred Shares.

Our Return Assured operations have not generated any significant revenues since
inception in June 1999 through May 31, 2001. Our Return Assured operations have
consisted of:
<PAGE>   16
         16

      -     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 in response in order to generate
higher revenues. This redefinition continues and currently we continue to test
market the Seal of Approval with our merger partner, IBUI.

The Company will also be meeting with our insurance underwriter to discuss our
ongoing relationship and to ensure that our product development efforts can be
reconciled with the needs of our insurer.

The Company also intends to continue discussions in order to develop new
products in several areas of customer satisfaction and buyer confidence focusing
on customer needs and the direct marketing industry.

The Company has received a database of names pursuant to the FreeLotto Agreement
and is reviewing options for the use of that database.

Most of our expenses through May 31, 2001 have been for wages and salaries,
professional and consulting fees and financing fees.
<PAGE>   17
         17


       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.

       The technology segment and the Financial services segment are
experiencing significant negative effects from the overall Dot Com meltdown.
Sales in the technology division have been affected as the Eductec classroom
was closed when the company gave up its lease on the Varrick Street. This,
combined with the reduction in activities in Hertz Computers and the negative
impacts on Remote IT activities, have led to a curtailment of activity in
Remote  IT. Technology segment compared to the prior year had a decline of 93%
because  of no revenue from Hertz and Eductec and severe cut backs at Remote
IT. The  Hergo segment sale were virtually unchanged from the previous year.

       The launch of the Seal of Approval has been disappointing and staff in
the Financial services division has been reduced in an effort to control costs.
Management is rethinking the seal program with a view to re-launching a
modified product in an attempt to increase market acceptance of the product.
This has been precipitated by the general decline and rethinking of internet
retailing as well as a misjudging of the potential for the seal.

       Initial probes of the potential of a seal of approval product for credit
card industry have been encouraging but remain largely in the discussion phase
at this time.


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, we had, as of May
31, 2001, approximately:

$ 3,584,133 in cash; and
$ 3,607,596 in working capital.

      A significant portion of our working capital was to have been used to
launch our web seal operations. The cash flow from operations has not been
sufficient to meet our operating expenses. However, the Company has cut staff
and operating expenses and scaled back operations in order to preserve cash. The
cash position will be used in our ongoing effort to redefine the Company's
business model and to launch new products when feasible.

      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.
<PAGE>   18
         18

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company has been named in several lawsuits which were launched against us
during the quarter ended May 31, 2001:

1.    We were named in a lawsuit against Internet Business International, Inc.
      by Michael Rose, et al, in Orange County Superior Court. This lawsuit
      alleges that the Company breached a contract to pay finder's fees on the
      merger transaction. It is the Company's position that no liability exists,
      and the Company intends to vigorously defend the lawsuit. If the company
      were to be unsuccessful in defending this lawsuit the company could incur
      a loss of approximately $750,000 U.S.

2.    Michael Mulberry, a former Vice President of the Company, has filed a
      lawsuit against the Company claiming wrongful dismissal when his
      employment was terminated in February 2001. The outcome of this lawsuit is
      not determinable at this time. The Company intends to vigorously defend
      this lawsuit. If the company were to be unsuccessful in defending this
      lawsuit the company could incur a loss of approximately $81,000 U.S.

3.    Eli Hertz has filed a lawsuit against the Company, claiming payment due
      under a note in the amount of $290,000. The Company has disputed the
      timing of the payments and the amount due. The Company is conducting
      settlement discussions; however, there can be no assurance that a
      settlement will be reached, and in the event that a settlement is not
      reached, the Company intends to vigorously defend the suit. If the company
      were to be unsuccessful in defending this lawsuit the company could incur
      a loss of approximately $200,000 U.S.

4.    A creditor has filed a small claims action against the Company's Nevada
      subsidiary in British Columbia Canada. The Company has filed a defense in
      this action. If the company were to be unsuccessful in defending this
      lawsuit the company could incur a loss of approximately $2,100 U.S.

Since estimated losses under the legal proceedings were not probable, no accrual
in required in accordance with SFAS 5.

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
("PlasmaNet"). Under the Agreement, PlasmaNet and Return Assured will create
promotional programs enhanced by FreeLotto's relationship with its approximately
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.

The Company has received a database of names pursuant to the FreeLotto
<PAGE>   19
         19

Agreement and is reviewing options for the use of that database.

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. All 1,400,000 have been delivered to PlasmaNet
for the registrations. These shares were subsequently registered pursuant to a
Registration Statement on Form S-3 filed January 16, 2001 (the "Registration
Statement").

PlasmaNet owns and operates FreeLotto.com which has a daily relationship by web
site, email or banner advertising, with over 22 million people per day.
FreeLotto.com affords its players the opportunity to win up to $10 million
dollars per day for the consideration of viewing ads or answering direct
marketing qualification questions. Return Assured was just beginning to market
and promote the "Return Seal of Approval" business at the time. As our sales
people were developing business, customers and sales prospects alike commented
that the Seal did not have wide consumer recognition. We were introduced,
through our finance group, to FreeLotto.com. FreeLotto.com initially proposed
their help in creating an opt-in Return Assured mailing list or "club" of
pre-qualified consumers interested in hearing about e-retailers that employed
the Return Assured "Return Seal of Approval" and therefore provided a "risk-free
shopping experience". We could then offer reluctant retailers a free mailing to
our "club" members announcing that retailers products or services, provided they
adopted the seal program. FreeLotto's price for creating the campaign, hosting
the banners, serving the impressions and maintaining the database was $3.00 per
name. We did not want to pay with cash so we negotiated terms for $6.00 per name
(to an initial maximum of 1 million names), paid by stock. The price was vetted
with a number of our direct-marketing contacts and was considered within the
market range. We further negotiated 50 million emails announcing the benefits of
the Return Assured program to consumers and retailers alike to be mailed
periodically by FreeLotto.com as an "awareness" campaign. The awareness campaign
proved to be a success, by creating numerous retailer sign-ups and media and
consumer interest and the 339,000 names we have collected so far.

Shares of Return Assured common stock that were given to Plasmanet were
accounted for by debiting expense and crediting equity for the market value of
the stock as of the date PlasmaNet's performance was complete in accordance with
EITF 96-18, Accounting for Equity Instruments That Are Issued to Other Than
Employees for Acquiring, or in Conjunction with Selling, Goods, and Services.

These securities were sold under the exemptions from registration provided by
Section 4(2) of the Securities Act of 1933, as amended (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. On May 16, 2001, it converted $30,000 worth of the preferred stock for
200,000 shares of common stock. On May 22, 2001, it converted $50,000 worth of
the preferred stock for 384,615 shares of common stock. On May 23, 2001, it
converted $55,000 worth of the preferred stock for 423,077 shares of common
stock. On May 24, 2001, it converted $60,000 worth of the preferred stock for
461,538 shares of common stock. On May 25, 2001, it converted $60,000 worth of
the preferred stock for 461,538 shares of common stock. On May 29, 2001, it
converted $70,000 worth of the preferred stock for 538,462 shares of Common
Stock. On May 29, 2001, it converted $62,000 worth of the preferred stock for
476,923 shares of common stock. On May 30, 2001, it converted $61,000 worth of
the preferred stock for 469,231 shares of common stock. On May 30, 2001, it
converted $66,000 worth of the preferred stock for 507,692 shares of Common
Stock. On May 31, 2001, it converted $58,500 worth of the preferred stock for
450,000 shares of common stock. On May 31, 2001, it converted $63,500 worth of
the preferred stock for 488,462 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.
<PAGE>   20
         20

These shares were registered pursuant to a Registration Statement filed on Form
S-3 ("S-3 Registration Statement") prior to and in anticipation of the Merger.
This S-3 Registration Statement was filed under Hertz Technology Group Inc.
dated August 28, 2000 and amended on both September 5, 2000 and October 4, 2000.

An additional Registration Statement has been filed on Form S-3 on June 7, 2001
and amended on June 26, 2001, pursuant to the preferred share agreements, so
that an additional 8,000,000 shares are available for conversion. The shares
will be held in escrow until such conversions occur. The Company is awaiting
comment from the Securities and Exchange Commission in respect of this
Registration Statement

ITEM 3. DEFAULTS IN SENIOR SECURITIES

      None.
<PAGE>   21
         21

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

      The Company is preparing a Registration Statement on Form S-4 (the "S-4
Registration Statement") and a proxy statement to request shareholders' approval
of the following:

      1.    Sale of Hergo Ergonomic Systems Inc. and Remote IT.com, Inc.;

      2.    Consolidation of Securities;

      3.    The Proposed Merger with Internet Business International Inc.;

      4.    Election of the Board of Directors;

      5.    An increase in the number of authorized shares from 50,0000,000 to
            200,000,000;

      6.    Change of the Company's Name.

ITEM 5. OTHER INFORMATION

      The Company received a letter from Nasdaq indicating that it has not met
the ongoing listing requirements in that the Company's Common Shares have traded
below $1.00 for more than 30 consecutive trading days. The Company's Common
Shares now must close above $1.00 for 10 consecutive trading days or the Company
may be at risk of losing its Nasdaq listing. The Company has further received a
letter informing us that the Company's securities may be delisted from the
Nasdaq SmallCap Market. In order to avoid this delisting, the Company has
appealed to Nasdaq. The Company has determined that, in addition to its proposed
Merger with IBUI, a 1:6 consolidation of it securities is warranted. The Company
met with the Nasdaq regarding the possible delisting of its securities on July
12, 2001. The Company was informed by Nasdaq that a decision on this matter
would be made on or before August 12, 2001.

      The Company has filed a Form S-3 Registration Statement to register
8,000,000 common shares to be held in escrow to be issued on conversion of the
Preferred Shares which remain outstanding. At the current conversion price,
these 8,000,000 Common Shares will not be sufficient to provide for conversion
of all of the outstanding Preferred Shares.
<PAGE>   22
         22

Item 6.  Exhibits and Reports on Form 8-K


      EXHIBIT

      NUMBER            DESCRIPTION
      ------            -----------

      3.1.1(1)          Certificate of Incorporation, as amended.

      3.1.2(2)          Certificate of Incorporation, as amended.

      3.1.3(2)          Certificate of Incorporation, as amended.

      3.1.4(2)          Certificate of Incorporation, as amended.

      3.1.5(3)          Certificate of Incorporation, as amended.

      3.1.6(4)          Certificate of Incorporation.

      3.2(1)(4)         Bylaws.

      4.1.1(5)          Specimen Stock Certificate, Common Stock.

      4.1.2(2)(6)       Certificate of Designation of Convertible Preferred
                        Stock, Series A, as amended.



(1)   Incorporated by reference to Return Assured's Current Report on Form 8-K
      (File No. 0-21679), filed on October 20, 2000.

(2)   Incorporated by reference to Return Assured's Registration Statement on
      Form S-8 (File No. 333-35004), filed on April 18, 2000.

(3)   Incorporated by reference to Amendment No. 2 to Return Assured's
      Registration Statement on Form SB-2 (File No. 333-09783), filed on October
      21, 1996.

(4)   Incorporated by reference to Return Assured's Registration Statement on
      Form SB-2 (File No. 333-09783), filed on August 8, 1996.

(5)   Incorporated by reference to Return Assured's Annual Report on Form 10-KSB
      (File No. 0-21679), filed on December 14, 2000.
<PAGE>   23
         23

(6)   Incorporated by reference to Return Assured's Registration Statement on
      Form S-3 (File No. 333-44614), filed on August 25, 2000.

(b) Reports on Form 8-K:

       On May 15, 2001, Return Assured filed a report on Form 8-K to report that
it had signed a Letter of Intent (the "LOI") with Internet Business's
International, Inc. ("IBUI") to acquire IBUI through a reverse triangular
merger.

      On June 26, 2001, Return Assured filed a report on Form 8-K to report that
it had entered into an Agreement and Plan of Merger and Share Exchange (the
"Merger Agreement") with IBUI to effect the planned acquisition of IBUI.

      No other Form 8-K's were filed during the period represented by this
Quarterly Report on Form 10-QSB.
<PAGE>   24
         24

                                   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:  0ctober 2, 2001             By:  /s/ Michael Sweatman
                                        ----------------------------------

                                    Michael Sweatman
                                    Chief Accounting Officer and Vice
                                    President, Finance