SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

-----------------------

FORM 10-QSB

[X] 	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

For the Quarterly period ended November 30, 2001

[ ]		TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ___________ to _____________

Commission file number 000-25335

ELGRANDE.COM, INC.

(Exact name of registrant as specified in its charter)

Nevada                                       88-0409024

(State or other jurisdiction of            (IRS Employer Identification No.)

incorporation or organization)

Suite 302, 1132 Hamilton Street, Vancouver, B.C.

V6B2S2 Canada

(Address of principal executive offices)

(604) 689-0808

(Issuer's telephone number)

The number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date:

Class	                November 30, 2001

-----	                --------------

Common stock, $ 0.001 par value               25,689,904

**ELGRANDE.COM INC.**

****

**Consolidated Financial Statements**

**November 30, 2001**

**WILLIAMS & WEBSTER PS**

******Certified Public Accountants**

**Bank of America Financial Center**

**W 601 Riverside, Suite 1940**

**Spokane, WA 99201**

**(509) 838-5111**

**Board of Directors**

**Elgrande.com, Inc.**

Vancouver, B.C.

Canada

ACCOUNTANT'S REVIEW REPORT



We have reviewed the accompanying consolidated balance sheet of Elgrande.com, Inc. as of
November 30, 2001 and the related consolidated statements of operations and comprehensive
loss, stockholders' equity (deficit) and cash flows for the six months 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 in accordance
with auditing standards generally accepted in the United States of America, 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 financial statements in order for them to be in conformity with accounting
principles generally accepted in the United States of America.



The financial statements for the year ended May 31, 2001 were audited by us and we expressed
an unqualified opinion on them in our report dated July 6, 2001, but we have not performed any
auditing procedures since that date.



As discussed in Note 2, the Company's realization of a major portion of its assets is dependent
upon the Company's ability to meet its future financing requirements, and the success of future
operations.  These factors raise substantial doubt about the Company's ability to continue as a
going concern.  Management's plans regarding this issue are also addressed in Note 2.  The
financial statements do not include any adjustments that might result from the outcome of this
uncertainty.







Williams & Webster, P.S.

***Certified Public Accountants***

Spokane, WA

January 3, 2002

ELGRANDE.COM, INC.

TABLE OF CONTENTS



Page No.

PART I.	FINANCIAL INFORMATION

ITEM I - Unaudited Consolidated Financial

Statements

Consolidated Balance Sheets as of 			November 3, 2001 (Unaudited) and May 31, 2001	3

Consolidated Statements of Operations

for the Three Months and Six Months

ended November 30, 2001 and 2000 (Unaudited)	4

Consolidated Statements of Cash Flows

for the Three Months and Six Months ended

November 30, 2001 and 2000(Unaudited)	5

Notes to Consolidated Financial Statements	6

ITEM 2	Management's Discussion and Analysis of

Financial Condition and Results of Operations	7

PART II.	OTHER INFORMATION	8



Signatures	9

2

ELGRANDE.COM, INC.

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS

NOVEMBER 30, 2001 (UNAUDITED) AND MAY 31, 2001

**<table>**

|****                                                                                      |                                |                                                          |                                                   |             | November 30, |   |             | May 31,
|----------------------------------------------------------------------------------------- | ------------------------------ | -------------------------------------------------------- | ------------------------------------------------- | ----------- | ------------ | - | ----------- | -------
|                                                                                          |                                |                                                          |                                                   |             | 2001         |   |             | 2001   
|**A S S E T S**                                                                           | ****                           | (Unaudited)                                              |                                                   |             |             
|                                                                                          | ****CURRENT ASSETS             |                                                          |                                                   |             |              |  
|                                                                                          |                                | Cash                                                     | $                                                 | 43,592      |              | $ | 47,643     
|                                                                                          |                                | Payroll tax refund receivable                            |                                                   | -           |              |   | 8,049      
|                                                                                          |                                | GST tax refundable                                       |                                                   | 3,947       |              |   | 1,762      
|                                                                                          |                                | Prepaid expenses                                         |                                                   | -           |              |   | 4,523      
|                                                                                          |                                |                                                          | TOTAL CURRENT ASSETS                              |             | 47,539       |   |             | 61,977 
|                                                                                          |                                |                                                          |                                                   |             |              |   |             |        
|                                                                                          | PROPERTY AND EQUIPMENT         |                                                          |                                                   |             |              |  
|                                                                                          |                                | Computer hardware                                        |                                                   | 98,818      |              |   | 97,972     
|                                                                                          |                                | Furniture and fixtures                                   |                                                   | 63,257      |              |   | 62,591     
|                                                                                          |                                | Database and software                                    |                                                   | 545,830     |              |   | 545,645    
|                                                                                          |                                | Less accumulated depreciation and amortization           |                                                   | (372,277)   |              |   | (333,912)  
|                                                                                          |                                |                                                          | TOTAL PROPERTY AND EQUIPMENT                      |             | 335,628      |   |             | 372,296
|                                                                                          |                                |                                                          |                                                   |             |              |   |             |        
|                                                                                          | OTHER ASSETS                   |                                                          |                                                   |             |              |  
|                                                                                          |                                | Employee receivables, net of allowance                   |                                                   | 62,735      |              |   | 86,813     
|                                                                                          |                                | Deposits                                                 |                                                   | 26,138      |              |   | 18,164     
|                                                                                          |                                |                                                          | TOTAL OTHER ASSETS                                |             | 88,873       |   |             | 104,977
|                                                                                          |                                |                                                          |                                                   |             |              |   |             |        
|                                                                                          |                                | **TOTAL ASSETS**                                         | ****$                                             | 472,040     |              | $ | 539,250    
|                                                                                          |                                |                                                          |                                                   |             |              |   |             |        
|**L I A B I L I T I E S   &   S T O C K H O L D E R S '   E Q U I T Y ( D E F I C I T )** |                                |                                                          |                                                  
|                                                                                          | CURRENT LIABILITIES            |                                                          |                                                   |             |              |  
|                                                                                          |                                | Accounts payable                                         | $                                                 | 601,852     |              | $ | 598,716    
|                                                                                          |                                | Accrued liabilities                                      |                                                   | 25,788      |              |   | 53,684     
|                                                                                          |                                | Accrued interest                                         |                                                   | -           |              |   | 3,745      
|                                                                                          |                                | Debentures payable                                       |                                                   | 122,147     |              |   | -          
|                                                                                          |                                | Notes payable, related party                             |                                                   | 104,525     |              |   | 177,575    
|                                                                                          |                                | Lease payable                                            |                                                   | 6,679       |              |   | 9,852      
|                                                                                          |                                |                                                          | TOTAL CURRENT LIABILITIES                         |             | 860,991      |   |             | 843,572
|                                                                                          |                                |                                                          |                                                   |             |              |   |             |        
|                                                                                          |                                |                                                          |                                                   |             |              |   |             |        
|                                                                                          |                                | TOTAL LIABILITIES                                        |                                                   | 860,991     |              |   | 843,572    
|                                                                                          |                                |                                                          |                                                   |             |              |   |             |        
|                                                                                          | COMMITMENTS AND CONTINGENCIES  |                                                          | -                                                 |             |              | -
|                                                                                          |                                |                                                          |                                                   |             |              |   |             |        
|                                                                                          | STOCKHOLDERS' EQUITY (DEFICIT) |                                                          |                                                   |             |              |  
|                                                                                          |                                | Common stock, 200,000,000 shares authorized,             |                                                   |             |              |   |            
|                                                                                          |                                |                                                          | $.001 par value; 25,689,904 and 15,927,148 shares |             |              |   |             |        
|                                                                                          |                                |                                                          | issued and outstanding, respectively              |             | 25,690       |   |             | 15,927 
|                                                                                          |                                | Stock options and warrants                               |                                                   | 853,061     |              |   | 781,944    
|                                                                                          |                                | Additional paid-in capital                               |                                                   | 5,371,046   |              |   | 4,990,412  
|                                                                                          |                                | Accumulated deficit                                      |                                                   | (6,641,618) |              |   | (6,083,874)
|                                                                                          |                                | Accumulated other comprehensive income                   |                                                   | 2,870       |              |   | (8,731)    
|                                                                                          |                                | TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                     |                                                   | (388,951)   |              |   | (304,322)  
|                                                                                          |                                |                                                          |                                                   |             |              |   |             |        
|                                                                                          |                                | **TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)** | ****$                                             | 472,040     |              | $ | 539,250    

**</table>**

****See Notes to Unaudited Consolidated Financial Statements

ELGRANDE.COM, INC.

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS AND SIX MONTHS ENDED NOVEMBER 30, 2001 AND 2000

(UNAUDITED)

<table>

|                                  |                                             |                                  |        |           |         | **** Three Months |             | **** Three Months **** | ****             | Six Months       |          |                 | ****Six Months
|--------------------------------- | ------------------------------------------- | -------------------------------- | ------ | --------- | ------- | ----------------- | ----------- | ---------------------- | ---------------- | ---------------- | -------- | --------------- | --------------
|                                  |                                             |                                  |        |           |         | **** Ended        |             |                        | **** Ended       |                  |          | ****Ended       |               
|                                  |                                             |                                  |        |           |         | **** November 30, |             | **** November 30, **** | ****             | November 30,**** | ****     | November 30,   
|                                  |                                             |                                  |        |           |         | **** 2001         |             |                        | **** 2000        |                  |          | ****2001        |               
|                                  |                                             |                                  |        |           |         | **** (Unaudited)  |             |                        | **** (Unaudited) |                  |          | ****(Unaudited) |               
|                                  |                                             |                                  |        |           |         |                   |             |                        |                  |                  |          |                 |               
|R E V E N U E S                   |                                             |                                  | $      | 39        |         | $                 | 15,888      |                        | $                | 21,756           |          | $               | 78,751        
|                                  |                                             |                                  |        |           |         |                   |             |                        |                  |                  |          |                 |               
|COST OF REVENUES                  |                                             |                                  |        | 2,420     |         |                   | 22,954      |                        |                  | 23,884           |          |                 | 142,127       
|                                  |                                             |                                  |        |           |         |                   |             |                        |                  |                  |          |                 |               
|GROSS PROFIT (LOSS)               |                                             |                                  |        | (2,381)   |         |                   | (7,066)     |                        |                  | (2,128)          |          |                 | (63,376)      
|                                  |                                             |                                  |        |           |         |                   |             |                        |                  |                  |          |                 |               
|E X P E N S E S                   |                                             |                                  |        |           |         |                   |             |                        |                  |                  |          |                 |               
|                                  | Bad debt expense                            |                                  |        |           | -       |                   |             | -                      |                  |                  | 32,378   |                 |               
|                                  | Consulting fees                             |                                  |        |           | 110,797 |                   |             | 484,789                |                  |                  | 189,625  |                 |               
|                                  | Marketing and public relations              |                                  |        |           | 14,493  |                   |             | -                      |                  |                  | 15,587   |                 |               
|                                  | Legal and professional fees                 |                                  |        |           | 52,509  |                   |             | 359,437                |                  |                  | 93,191   |                 |               
|                                  | Salaries                                    |                                  |        |           | 33,315  |                   |             | 60,011                 |                  |                  | 67,004   |                 |               
|                                  | Office and administration                   |                                  |        |           | 15,216  |                   |             | 74,091                 |                  |                  | 21,149   |                 |               
|                                  | Rent                                        |                                  |        |           | 10,401  |                   |             | 11,187                 |                  |                  | 22,845   |                 |               
|                                  | Communication                               |                                  |        |           | 3,684   |                   |             | 2,437                  |                  |                  | 6,285    |                 |               
|                                  | Software and internet services              |                                  |        |           | 3,595   |                   |             | 3,135                  |                  |                  | 6,646    |                 |               
|                                  | Depreciation and amortization               |                                  |        |           | 18,859  |                   |             | 26,404                 |                  |                  | 38,086   |                 |               
|                                  | Database construction and maintenance       |                                  |        | -         |         |                   | 1,000       |                        |                  | -                |          |                 | 7,461         
|                                  |                                             | TOTAL OPERATING EXPENSES         |        |           | 262,869 |                   |             | 1,022,491              |                  |                  | 492,796  |                 |               
|                                  |                                             |                                  |        |           |         |                   |             |                        |                  |                  |          |                 |               
|LOSS FROM OPERATIONS              |                                             |                                  |        | (265,250) |         |                   | (1,029,557) |                        |                  | (494,924)        |          |                 | (1,424,480)   
|                                  |                                             |                                  |        |           |         |                   |             |                        |                  |                  |          |                 |               
|OTHER INCOME (EXPENSES)           |                                             |                                  |        |           |         |                   |             |                        |                  |                  |          |                 |               
|                                  | Interest income                             |                                  |        |           | 24      |                   |             | 63                     |                  |                  | 47       |                 |               
|                                  | Interest expense                            |                                  |        |           | (7,127) |                   |             | (735)                  |                  |                  | (9,250)  |                 |               
|                                  | Financing expense                           |                                  |        |           | -       |                   |             | -                      |                  |                  | (53,617) |                 |               
|                                  |                                             | TOTAL OTHER INCOME (EXPENSE)     |        |           | (7,103) |                   |             | (672)                  |                  |                  | (62,820) |                 |               
|                                  |                                             |                                  |        |           |         |                   |             |                        |                  |                  |          |                 |               
|NET LOSS BEFORE TAXES             |                                             |                                  |        | (272,353) |         |                   | (1,030,229) |                        |                  | (557,744)        |          |                 | (1,426,298)   
|Income Taxes                      |                                             |                                  |        | -         |         |                   | -           |                        |                  | -                |          |                 | -             
|NET LOSS                          |                                             |                                  |        | (272,353) |         |                   | (1,030,229) |                        |                  | (557,744)        |          |                 | (1,426,298)   
|                                  |                                             |                                  |        |           |         |                   |             |                        |                  |                  |          |                 |               
|OTHER COMPREHENSIVE INCOME (LOSS) |                                             |                                  |        |           |         |                   |             |                        |                  |                  |          |                
|                                  | Foreign currency translation gain (loss)    |                                  |        | 1,475     |         |                   | (13,746)    |                        |                  | 11,601           |          |                 | 25,023        
|                                  |                                             |                                  |        |           |         |                   |             |                        |                  |                  |          |                 |               
|COMPREHENSIVE LOSS                |                                             |                                  | $      | (543,231) |         | $                 | (1,043,975) |                        | $                | (546,143)        |          | $               | (1,401,275)   
|                                  |                                             |                                  |        |           |         |                   |             |                        |                  |                  |          |                 |               
|                                  |                                             |                                  |        |           |         |                   |             |                        |                  |                  |          |                 |               
|                                  | BASIC AND DILUTED NET LOSS PER COMMON SHARE | $                                | (0.03) |           | $       | (0.08)            |             | $                      | (0.03)           |                  | $        | (0.10)         
|                                  |                                             |                                  |        |           |         |                   |             |                        |                  |                  |          |                 |               
|                                  | WEIGHTED AVERAGE NUMBER OF                  |                                  |        |           |         |                   |             |                        |                  |                  |          |                 |               
|                                  |                                             | COMMON STOCK SHARES OUTSTANDING, |        |           |         |                   |             |                        |                  |                  |          |                 |               
|                                  |                                             | BASIC AND DILUTED                |        |           |         | 17,883,546        |             |                        | 13,670,012       |                  |          | 17,038,681      |               

</table>

See Notes to Unaudited Consolidated Financial Statements

ELGRANDE.COM, INC.

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

NOVEMBER 30, 2001 (UNAUDITED)

<table>

|                                                       |                                   |            |              |     |        |       |         |                 |            |          |              |               |   |             |           |               | **** Accumulated | Total 
|------------------------------------------------------ | --------------------------------- | ---------- | ------------ | --- | ------ | ----- | ------- | --------------- | ---------- | -------- | ------------ | ------------- | - | ----------- | --------- | ------------- | ---------------- | ------
|                                                       |                                   |            | Common Stock |     |        |       |         |                 |            |          |              |               |   |             | Other     |               | Stockholders'   
|                                                       |                                   |            | Number       |     |        |       |         |                 | Additional |          |              | Stock Options |   |             |           |               | Comprehensive    | Equity
|                                                       |                                   |            | of Shares    |     | Amount |       |         | Paid-in Capital |            |          | and Warrants |               |   |             |           | Income (Loss) | (Deficit)       
|                                                       |                                   |            |              |     |        |       |         |                 |            |          |              |               |   |             |           |               |                  |       
|                                                       |                                   |            |              |     |        |       |         |                 |            |          |              |               |   |             |           |               |                  |       
|                                                       |                                   |            |              |     |        |       |         |                 |            |          |              |               |   |             |           |               |                  |       
|Balance, May 31, 2000                                  |                                   | 12,295,479 |              | $   | 12,295 |       | $       | 3,857,300       |            | $        | 354,950      |               | $ | (4,347,483) |           | $             | (19,822)         |       
|                                                       |                                   |            |              |     |        |       |         |                 |            |          |              |               |   |             |           |               |                  |       
|Issuance of common stock for cash                      |                                   |            |              |     |        |       |         |                 |            |          |              |               |   |             |           |               |                  |       
|                                                       | at an average of $0.50 per share  |            | 1,687,000    |     |        | 1,687 |         |                 | 211,813    |          |              | -             |   |             | -         |               |                  | -     
|                                                       |                                   |            |              |     |        |       |         |                 |            |          |              |               |   |             |           |               |                  |       
|Common stock options exercised for cash and            |                                   |            |              |     |        |       |         |                 |            |          |              |               |   |             |           |               |                  |       
|                                                       | services at $0.39 per share       |            | 550,000      |     |        | 550   |         |                 | 214,450    |          |              | -             |   |             | -         |               |                  | -     
|                                                       |                                   |            |              |     |        |       |         |                 |            |          |              |               |   |             |           |               |                  |       
|Options  issued for consulting fees                    |                                   | -          |              |     | -      |       |         | -               |            |          | 542,769      |               |   | -           |           |               | -                |       
|                                                       |                                   |            |              |     |        |       |         |                 |            |          |              |               |   |             |           |               |                  |       
|Stock issued for debt at                               |                                   |            |              |     |        |       |         |                 |            |          |              |               |   |             |           |               |                  |       
|                                                       | $1.00 per share                   |            | 67,000       |     |        | 67    |         |                 | 66,933     |          |              | -             |   |             | -         |               |                  | -     
|                                                       |                                   |            |              |     |        |       |         |                 |            |          |              |               |   |             |           |               |                  |       
|Issuance of common stock for cash                      |                                   |            |              |     |        |       |         |                 |            |          |              |               |   |             |           |               |                  |       
|                                                       | at an average of $0.50  per share |            | 240,000      |     |        | 240   |         |                 | 117,760    |          |              | -             |   |             | -         |               |                  | -     
|                                                       |                                   |            |              |     |        |       |         |                 |            |          |              |               |   |             |           |               |                  |       
|Options exercised at an average of $0.62 per share     | 227,000                           |            |              | 227 |        |       | 140,200 |                 |            | (74,680) |              |               | - |             |           | -             |                  |       
|                                                       |                                   |            |              |     |        |       |         |                 |            |          |              |               |   |             |           |               |                  |       
|Stock issued for services at $0.45 per share           |                                   | 600,000    |              |     | 600    |       |         | 167,400         |            |          | -            |               |   | -           |           |               | -                |       
|                                                       |                                   |            |              |     |        |       |         |                 |            |          |              |               |   |             |           |               |                  |       
|Stock issued for debt at an average of $0.54 per share | 260,669                           |            |              | 261 |        |       | 139,601 |                 |            | -        |              |               | - |             |           | -             |                  |       
|                                                       |                                   |            |              |     |        |       |         |                 |            |          |              |               |   |             |           |               |                  |       
|Options expired                                        |                                   | -          |              |     | -      |       |         | 74,955          |            |          | (74,955)     |               |   | -           |           |               | -                |       
|                                                       |                                   |            |              |     |        |       |         |                 |            |          |              |               |   |             |           |               |                  |       
|Options issued as compensation                         |                                   | -          |              |     | -      |       |         | -               |            |          | 33,860       |               |   | -           |           |               | -                |       
|                                                       |                                   |            |              |     |        |       |         |                 |            |          |              |               |   |             |           |               |                  |       
|Loss for the year ending May 31, 2001                  |                                   | -          |              |     | -      |       |         | -               |            |          | -            |               |   | (1,736,391) |           |               | -                |       
|                                                       |                                   |            |              |     |        |       |         |                 |            |          |              |               |   |             |           |               |                  |       
|Foreign currency translation gain                      |                                   | -          |              |     | -      |       |         | -               |            |          | -            |               |   | -           |           |               | 11,091           |       
|                                                       |                                   |            |              |     |        |       |         |                 |            |          |              |               |   |             |           |               |                  |       
|Balance, May 31, 2001                                  |                                   | 15,927,148 |              |     | 15,927 |       |         | 4,990,412       |            |          | 781,944      |               |   | (6,083,874) |           |               | (8,731)          |       
|                                                       |                                   |            |              |     |        |       |         |                 |            |          |              |               |   |             |           |               |                  |       
|Issuance of common stock for services                  |                                   |            |              |     |        |       |         |                 |            |          |              |               |   |             |           |               |                  |       
|                                                       | at an average of $0.06 per share  |            | 630,472      |     |        | 630   |         |                 | 38,871     |          |              | -             |   |             | -         |               |                  | -     
|                                                       |                                   |            |              |     |        |       |         |                 |            |          |              |               |   |             |           |               |                  |       
|Issuance of common stock for                           |                                   |            |              |     |        |       |         |                 |            |          |              |               |   |             |           |               |                  |       
|                                                       | cash at $0.05 per share           |            | 400,000      |     |        | 400   |         |                 | 19,600     |          |              | -             |   |             | -         |               |                  | -     
|                                                       |                                   |            |              |     |        |       |         |                 |            |          |              |               |   |             |           |               |                  |       
|Warrants issued for financing                          |                                   | -          |              |     | -      |       |         | -               |            |          | 53,617       |               |   | -           |           |               | -                |       
|                                                       |                                   |            |              |     |        |       |         |                 |            |          |              |               |   |             |           |               |                  |       
|Issuance of common stock for cash                      |                                   |            |              |     |        |       |         |                 |            |          |              |               |   |             |           |               |                  |       
|                                                       | at an average of $0.04            |            | 5,680,526    |     |        | 5,681 |         |                 | 194,871    |          |              | -             |   |             | -         |               |                  | -     
|                                                       |                                   |            |              |     |        |       |         |                 |            |          |              |               |   |             |           |               |                  |       
|Stock issued for debt at an                            |                                   |            |              |     |        |       |         |                 |            |          |              |               |   |             |           |               |                  |       
|                                                       | average of $0.04                  |            | 1,882,698    |     |        | 1,882 |         |                 | 62,318     |          |              | -             |   |             | -         |               |                  | -     
|                                                       |                                   |            |              |     |        |       |         |                 |            |          |              |               |   |             |           |               |                  |       
|Stock issued for services at $0.06                     |                                   | 1,169,060  |              |     | 1,170  |       |         | 64,974          |            |          | -            |               |   | -           |           |               | -                |       
|                                                       |                                   |            |              |     |        |       |         |                 |            |          |              |               |   |             |           |               |                  |       
|Options issued for services                            |                                   | -          |              |     | -      |       |         | -               |            |          | 17,500       |               |   | -           |           |               | -                |       
|                                                       |                                   |            |              |     |        |       |         |                 |            |          |              |               |   |             |           |               |                  |       
|Loss for the six months ending                         |                                   |            |              |     |        |       |         |                 |            |          |              |               |   |             |           |               |                  |       
|                                                       | November 30, 2001                 |            | -            |     |        | -     |         |                 | -          |          |              | -             |   |             | (557,744) |               |                  | -     
|                                                       |                                   |            |              |     |        |       |         |                 |            |          |              |               |   |             |           |               |                  |       
|Foreign currency translation gain                      |                                   | -          |              |     | -      |       |         | -               |            |          | -            |               |   | -           |           |               | 11,601           |       
|                                                       |                                   |            |              |     |        |       |         |                 |            |          |              |               |   |             |           |               |                  |       
|Balance, November 30, 2001(Unaudited)                  |                                   | 25,689,904 |              | $   | 25,690 |       | $       | 5,371,046       |            | $        | 853,061      |               | $ | (6,641,618) |           | $             | 2,870            |       

</table>

See Notes to Unaudited Consolidated Financial Statements

ELGRANDE.COM, INC.

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS AND SIX MONTHS ENDED NOVEMBER 30, 2001 AND 2000

(UNAUDITED)

<table>

|                                             |                                               |                                           |                                           |   |         |           |         |           | ****Six Months |         |             | ****Six Months
|-------------------------------------------- | --------------------------------------------- | ----------------------------------------- | ----------------------------------------- | - | ------- | --------- | ------- | --------- | -------------- | ------- | ----------- | --------------
|                                             |                                               |                                           |                                           |   |         |           |         |           | Ended          |         |             | Ended         
|                                             |                                               |                                           |                                           |   |         |           |         |           | November 30,   |         |             | November 30,  
|                                             |                                               |                                           |                                           |   |         |           |         |           | 2001           |         |             | 2000          
|                                             |                                               |                                           |                                           |   |         |           |         |           | (Unaudited)    |         |             | (Unaudited)   
|CASH FLOWS FROM OPERATING ACTIVITIES:        |                                               |                                           |                                           |   |         |           |        
|                                             | Net loss                                      |                                           |                                           |   |         |           | $       | (557,744) |                | $       | (1,426,298)
|                                             | Adjustments to reconcile net loss             |                                           |                                           |   |         |           |         |           |               
|                                             |                                               | to net cash used by operating activities: |                                           |   |         |           |         |           |                |        
|                                             |                                               |                                           | Bad debt expense                          |   |         |           |         | 32,378    |                |         | -          
|                                             |                                               |                                           | Depreciation and amortization             |   |         |           |         | 38,086    |                |         | 68,560     
|                                             |                                               |                                           | Stock issued for accounts payable         |   |         |           |         | -         |                |         | 137        
|                                             |                                               |                                           | Services paid by issuance of common stock |   |         |           | 105,645 |           |                | 168,000
|                                             |                                               |                                           | Options issued for compensation           |   |         |           |         | -         |                |         | 33,860     
|                                             |                                               |                                           | Options issued for professional services  |   |         |           | 17,500  |           |                | 542,769
|                                             |                                               |                                           | Warrants issued for finance expense       |   |         |           | 53,617  |           |                | -      
|                                             |                                               | Decrease (increase) in:                   |                                           |   |         |           |         |           |                |        
|                                             |                                               |                                           | Employee advance receivable               |   |         |           |         | -         |                |         | 8,485      
|                                             |                                               |                                           | Other assets                              |   |         |           |         | 10,387    |                |         | (2,097)    
|                                             |                                               |                                           | Deposits                                  |   |         |           |         | (7,974)   |                |         | 844        
|                                             |                                               | Increase (decrease) in:                   |                                           |   |         |           |         |           |                |        
|                                             |                                               |                                           | Accounts payable                          |   |         |           |         | 3,136     |                |         | 7,669      
|                                             |                                               |                                           | Accrued liabilities                       |   |         |           |         | (27,896)  |                |         | 7,231      
|                                             |                                               |                                           | Accrued interest                          |   |         |           |         | (3,745)   |                |         | -          
|                                             | Net cash used in operating activities         |                                           |                                           |   |         | (336,610) |         |           | (590,840)     
|                                             |                                               |                                           |                                           |   |         |           |         |           |                |         |             |               
|CASH FLOWS FROM INVESTING ACTIVITIES:        |                                               |                                           |                                           |   |         |           |        
|                                             | Purchase of property and equipment            |                                           |                                           |   |         | (755)     |         |           | -             
|                                             | Net cash used in investing activities         |                                           |                                           |   |         | (755)     |         |           | -             
|                                             |                                               |                                           |                                           |   |         |           |         |           |                |         |             |               
|CASH FLOWS FROM FINANCING ACTIVITIES:        |                                               |                                           |                                           |   |         |           |        
|                                             | Payments on leased equipment                  |                                           |                                           |   |         | (3,173)   |         |           | (6,006)       
|                                             | Proceeds from loans                           |                                           |                                           |   |         | 154,515   |         |           | 110,564       
|                                             | Repayment of loans                            |                                           |                                           |   |         | (41,218)  |         |           | -             
|                                             | Issuance of stock                             |                                           |                                           |   |         | 220,552   |         |           | 467,137       
|                                             | Net cash provided by financing activities     |                                           |                                           |   |         | 330,676   |         |           | 577,701       
|                                             |                                               |                                           |                                           |   |         |           |         |           |                |         |             |               
|Net increase (decrease)  in cash             |                                               |                                           |                                           |   | (6,689) |           |         | (13,139) 
|                                             |                                               |                                           |                                           |   |         |           |         |           |                |         |             |               
|                                             | Foreign currency translation gain             |                                           |                                           |   |         | 2,638     |         |           | -             
|                                             |                                               |                                           |                                           |   |         |           |         |           |                |         |             |               
|Cash, beginning of period                    |                                               |                                           |                                           |   | 47,643  |           |         | 32,385   
|                                             |                                               |                                           |                                           |   |         |           |         |           |                |         |             |               
|Cash, end of period                          |                                               |                                           |                                           | $ | 43,592  |           | $       | 19,246   
|                                             |                                               |                                           |                                           |   |         |           |         |           |                |         |             |               
|****SUPPLEMENTAL DISCLOSURES:                |                                               |                                           |                                           |   |         |           |         |          
|                                             | Cash paid for interest and income taxes:      |                                           |                                           |   |         |           |         |           |               
|                                             |                                               | Interest expense                          |                                           |   |         | $         | -       |           | $              | -      
|                                             |                                               | Income taxes                              |                                           |   |         | $         | -       |           | $              | -      
|                                             |                                               |                                           |                                           |   |         |           |         |           |                |         |             |               
|NON-CASH INVESTING AND FINANCING ACTIVITIES: |                                               |                                           |                                           |   |         |           |        
|                                             | Options issued for professional fees          |                                           |                                           |   | $       | 17,500    |         | $         | 542,769       
|                                             | Options issued for compensation               |                                           |                                           |   | $       | -         |         | $         | 33,860        
|                                             | Services paid by issuance of stock            |                                           |                                           |   | $       | 105,645   |         | $         | 168,000       
|                                             | Stock issued for loans payable, related party |                                           |                                           |   | $       | 64,200    |         | $         | 44,897        
|                                             | Warrants issued for finance expense           |                                           |                                           |   | $       | 53,617    |         | $         | -             

</table>

See Notes to Unaudited Consolidated Financial Statements

ELGRANDE.COM, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

****

**NOTE 1 ­ ORGANIZATION AND DESCRIPTION OF BUSINESS**

****Elgrande.com Inc., formerly Intellicom Internet Corp (hereinafter, "the
Company"), was incorporated in April 1998 under the laws of the State of
Nevada primarily for the purpose of developing and marketing internet
applications, specifically for books, software, audio and video media, and
computer games.  The Elgrande.com site is a stand-alone e-commerce site and
its future purpose will be as a prototype demonstration site for the
ShopEngine suite of software applications.  The Elgrande.com site will be
used to demonstrate ShopEngine as a marketing tool to prospective shop
suppliers and operators.  The name change to Elgrande.com Inc. was effective
on September 19, 1998.  The Company maintains an office in Vancouver, British
Columbia, Canada.****

****

****Elgrande.com Inc. formed a wholly owned subsidiary, Yaletown Marketing Corp,
to provide management and administrative services for the Company.  Yaletown
Marketing was incorporated February 23, 1999 in Victoria, British Columbia,
Canada.****

The Company announced the launch of www.shopengine.net on July 24, 2001, which
carried handcrafted articles and artifacts. See Note 12.

The Company's year-end is May 31.

**NOTE 2 ­ SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

This summary of significant accounting policies of Elgrande.com Inc. is
presented to assist in understanding the Company's financial statements.  The
financial statements and notes are representations of the Company's
management, which is responsible for their integrity and objectivity.  These
accounting policies conform to accounting principles generally accepted in the
United States of America and have been consistently applied in the preparation
of the financial statements.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and
its subsidiaries.  All significant intercompany transactions and balances have
been eliminated in consolidation.  References herein to the Company include
the Company and its subsidiary, unless the context otherwise requires.

Going Concern

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.

**NOTE 2 ­ SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**

****

Going Concern (continued)

As shown in the accompanying financial statements, the Company has an
accumulated deficit of $6,641,618 at November 30, 2001.  As of November 30,
2001, the Company's liabilities exceeded its current assets by $813,452.
These circumstances raise substantial doubt about the Company's ability to
continue as a going concern.  The Company is currently putting a new business
plan in place which will, if successful, mitigate these factors.  The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.

**An estimated $1 million is believed necessary to continue operations and
increase development through the fiscal year.  The timing and amount of
capital requirements will depend on a number of factors, including demand for
products and services and the availability of opportunities for international
expansion through affiliations and other business relationships.  Management
intends to seek new capital from new equity securities issuances to provide
funds needed to increase liquidity, fund internal growth, and fully implement
its business plan.**

Accounting Method

**The Company's financial statements are prepared using the accrual method of
accounting.**

Earnings per Share

The Company has adopted Statement of Financial Accounting Standards Statement
(SFAS) No. 128, Earnings Per Share.  Basic loss per share is computed using
the weighted average number of common shares outstanding.  Diluted net loss
per share is the same as basic net loss per share, as the inclusion of common
stock equivalents would be antidilutive.  As of November 30, 2001, the Company
had convertible debt of $122,177, which is included in notes payable and
considered to be antidilutive.



Cash and Cash Equivalents

**For purposes of the Statement of Cash Flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be
cash equivalents.**

Provision for Taxes

Income taxes are provided based upon the liability method of accounting
pursuant to SFAS No. 109 "Accounting for Income Taxes."  Under this approach,
deferred income taxes are recorded to reflect the tax consequences on future
years of differences between the tax basis of assets and liabilities and their
financial reporting amounts at each year-end.  A valuation allowance is
recorded against deferred tax assets if management does not believe the
Company has met the "more likely than not" standard imposed by SFAS No. 109 to
allow recognition of such an asset.

**NOTE 2 ­ SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**

Provision for Taxes (continued)

At November 30, 2001, the Company had net deferred tax assets of $1,300,000,
principally arising from net operating loss carryforwards for income tax
purposes.  As management of the Company cannot determine that it is more
likely than not that the Company will realize the benefit of the net deferred
tax asset, a valuation allowance equal to the net deferred tax asset has been
established at November 30, 2001.

At November 30, 2001, the Company has net operating loss carryforwards of
approximately $6,600,000, which expire in the years 2019 through 2021.  The
Company recognized approximately $176,000 and $777,000 of losses for the
issuance of common stock, options and warrants for services in 2001 and 2002,
which were not deductible for tax purposes.

****

**Fair Value of Financial Instruments**

****The carrying amounts for cash, deposits, prepaid expenses,
receivables, accounts payable, loans and notes payable, accrued
liabilities, and convertible debt approximate their fair value.



Use of Estimates

The process of preparing financial statements in conformity with accounting
principles generally accepted in the United States of America requires the use
of estimates and assumptions regarding certain types of assets, liabilities,
revenues, and expenses.  Such estimates primarily relate to unsettled
transactions and events as of the date of the financial statements.
Accordingly, upon settlement, actual results may differ from estimated
amounts.



Compensated Absences

Employees of the Company are entitled to paid vacation, paid sick days and
personal days off, depending on job classification, length of service, and
other factors.  It is impracticable to estimate the amount of compensation for
future absences, and, accordingly, no liability has been recorded in the
accompanying financial statements.  The Company's policy is to recognize the
costs of compensated absences when actually paid to employees.

Foreign Currency Translation Gains/Losses

The Company has adopted Financial Accounting Standard No. 52.  Monetary assets
and liabilities denominated in foreign currencies are translated into United
States dollars at rates of exchange in effect at the balance sheet date.
Gains or losses are included in income for the year, except gains or losses
relating to long-term debt, which are deferred and amortized over the
remaining term of the debt.  Non-monetary assets, liabilities and items
recorded in income arising from transactions denominated in foreign currencies
are translated at rates of exchange in effect at the date of the transaction.

Advertising Costs

**Advertising costs are charged to operations as incurred.**

****

**NOTE 2 ­ SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued**)

**Accounting for Stock Options and Warrants granted to Employees and
nonemployees**

**Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation"*,*defines a fair value-based method of accounting for stock
options and other equity instruments.  The Company has adopted this method,
which measures compensation costs based on the estimated fair value of the
award and recognizes that cost over the service period.**



Revenue and Cost Recognition

Revenues and costs are recognized at the time of sale of the Company's
products. The Company recognizess revenue for product sales, net of any
promotional gift certificates, when the products are shipped and title passes
to customers.  Outbound shipping charges are included in net sales collected
by the Company.  The Company provides an allowance for sales returns based on
historical experience.

****

Cost of sales consists of the purchase price of products sold, inbound and
outbound shipping charges, packaging supplies and costs associated with
service revenues and marketplace business.  The Company's sole provider
invoices costs of the Company's products to the Company periodically.  See
Note 9.

Recent Accounting Pronouncements

In June 2001, the FASB issued SFAS No. 141, "Business Combinations" and SFAS No. 142,
"Goodwill and Other Intangible Assets". SFAS No. 141 provides for the elimination of the
pooling-of-interests method of accounting for business combinations with an acquisition date of
July 1, 2001 or later. SFAS No. 142 prohibits the amortization of goodwill and other intangible
assets with indefinite lives and requires periodic reassessment of the underlying value of such
assets for impairment. SFAS No. 142 is effective for fiscal years beginning after December 15,
2001. An early adoption provision exists for companies with fiscal years beginning after March
15, 2001. On July 1, 2001, the Company adopted SFAS No. 142. Application of the
nonamortization provision of SFAS No. 142 is expected to result in no change in net income
because the Company does not have any assets with indefinite lives at the time. The Company is
currently evaluating the impact of the transitional provisions of the statement.

**Derivative Instruments**

**The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments
and Hedging Activities," as amended by SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities ­ Deferral of the Effective Date
of FASB No. 133", and SFAS No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities", which is effective for the
Company as of January 1, 2001.  This standard establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities.  It
requires that an entity recognize all derivatives as either assets or
liabilities in the consolidated balance sheet and measure those instruments at
fair value.**

****

**NOTE 2 ­ SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued**)

**Derivative Instruments (continued)**

****If certain conditions are met, a derivative may be specifically designated as a hedge, the
objective of which is to match the timing of gain or loss recognition on the hedging derivative
with the recognition of (i) the changes in the fair value of the hedged asset or liability that are
attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For
a derivative not designated as a hedging instrument, the gain or loss is recognized in income in
the period of change.



Historically, the Company has not entered into derivatives contracts to hedge existing risks or for
speculative purposes.



At November 30, 2001, the Company has not engaged in any transactions that
would be considered derivative instruments or hedging activities.

**Research and Development**

****Research and development expenses are charged to operations as
incurred. The cost of intellectual property purchased from others
that is immediately marketable or that has an alternative future
use is capitalized and amortized as intangible assets.
Impairments are recognized in operating results when a permanent
diminution in value occurs.

**NOTE 3 - PROPERTY AND EQUIPMENT**

****Property and equipment are stated at cost.  Depreciation and amortization are
provided using the straight-line method over the estimated useful lives of the
assets.  The useful lives of property, plant and equipment for purposes of
computing depreciation and amortization are three and five years.

****Depreciation and amortization expense, for the six months ended November 30,
2001 and 2000, were $38,086 and $68,560 respectively.

****

****

******NOTE 4 ­ INTANGIBLE ASSETS**

**The Company has capitalized $545,830, which is the contractual cost of data
base software purchased from an independent software supplier.  No portion of
this software was internally developed and, accordingly, there are no internal
costs associated with this software, which were charged to research and
development.  Consistent with SOP 98-1, the costs of this software--which was
purchased solely for internal use and will not be marketed externally--have
been capitalized.**

**NOTE 5 ­ COMMON STOCK AND WARRANTS**

During the three months ended November 30, 2001, the Company issued 5,680,526
shares of common stock at $0.04 per share, 1,882,698 shares for debt at
$64,200 and 1,169,060 shares for services valued at $66,144.  No warrants were
issued or exercised during the period ending November 30, 2001.

During the three months ended August 31, 2001, the Company issued 400,000
shares of common stock at $0.05 per share and 630,472 for services valued at
$39,501.

During the three months ended August 31, 2001, the debenture holders
renegotiated the terms of the debentures and the Company issued the holders
1,072,343 warrants with a value of $53,617 as financing fees.  The fair value
of each warrant issued is estimated on the issue date using the Black-Scholes
Option Price Calculation.  The following assumptions were made in estimating
fair value:  risk free interest rate of 5%, volatility is 319%, and expected
life is 5 years.

During the year ended May 31, 2001, the Company issued for cash 1,687,000
shares of common stock for $331,500 and 600,000 shares of common stock for
services valued at $168,000.  In the same twelve month period, 327,669 common
stock shares were issued in exchange for debt in the amount of $206,862,
137,000 shares were issued for $137 in accounts payable to an officer, and
777,000 common stock options were exercised for cash of $66,297 and services
valued at $289,130.

During the year ended May 31, 2000, common stock shares were issued for cash,
services and debt conversion.  The following common stock shares were issued:
646,333 shares were issued for $0.97 to $5.00 per share in cash totaling
$1,221,015; 500,000 shares were issued with 1,000,000 warrants attached with
the stock valued at $1.28 per share and the warrants at an average value of
$0.16 per warrant.

Additionally, during the year ended May 31, 2000, 48,718 shares of stock
(25,000 from options) were issued for 60,898 in services, which were
previously recorded in accounts payable.  Additionally, 138,000 shares for
$92,583 in database expenses, 120,430 shares for $112,000 of notes payable,
5,000 shares for $15,000 of accounts payable and 48,198 shares as settlement
for a $44,777 capital lease obligation were issued.  In March 2000, the
Company issued 75,000 warrants for professional services.  Each warrant is
exercisable for 5 years with a price of $1.87.  The fair value of each warrant
granted is estimated on the grant date using the Black-Scholes Option Price
Calculation.  The following assumptions were made in estimating fair value:
the risk-free interest rate is 5%, volatility is 0.3, and the expected life of
the warrants is five years.  The fair market value of these warrants of
$89,250 was recorded as professional fees pursuant to Financial Accounting
Standard No. 123

Upon incorporation, 4,000,000 shares of common stock were distributed at
$0.001 per share to the board of directors for $4,000.  The succeeding share
issuance was for 5,000,000 common shares at $0.01 per share for $50,000.
Under Regulation D, Rule 504, 943,800 shares of common stock were issued at
$1.00 per share for cash and subscriptions.  A May 1, 1999 issuance was for
300,000 units, each consisting of one share of common stock and three common
stock purchase warrants (Class A, Class B and Class C) at $3.00 per unit under
Regulation D, Rule 501.  Each Class A warrant entitles the holder to acquire
an additional share of common stock for $7.50 per share at any time prior to
May 31, 2006.  Each Class B warrant entitles the holder to acquire an
additional share of common stock for $15.00 per share at any time prior to May
31, 2006 and each Class C warrant entitles the holder to acquire an additional
share of common stock for $25.00 per share at any time prior to May 31, 2006.
The warrants have no assigned value according to the Black-Scholes Option
Price Calculation.  As of May 31, 2001, none of the warrants have been
exercised.

**NOTE 6--STOCK OPTIONS**

**During the period ending November 30, 2001, the Company issued 350,000 stock
options for professional services.  The Company valued these options at
$17,500.  The fair value of the options issued was estimated using the Black
Scholes Option Price Calculator assuming risk free interest of 5%, volatility
of 3.19, a term of 5 years and an equity price of $0.05.**

****

**During the year ended May 31, 2001 the board of directors granted 2,582,556
options in exchange for compensation and consulting services.  The Company
valued these services at $940,714.  The options have an average value of $0.36
per share.  Of the options granted, 777,000 were exercised and 465,556
expired.**

The fair value of each option granted is estimated on the grant date using the
Black-Scholes Option Price Calculation.  The following assumptions were made
in estimating fair value:  risk free interest rate of 6% and 7%, volatility is
 .3, and expected life is 3 to 5 years.

During the year ended May 31, 2000, the Company's board of directors
authorized the exercise of options to acquire 135,000 common stock shares for
$1.00 per share.

The Company has adopted the Elgrande.com Inc. 1998 Directors and Officers
stock option plan and the Elgrande.com Inc. 1999 stock option plan.  These
plans allow the Company to distribute up to 6,000,000 shares of common stock.
Options issued under the 1999 plan increased to 220,000 shares exercisable at
$3.00 per share before June 2000.  Options issued under the 1998 plan amount
to 850,000 valued at $50,000 for services.

**NOTE 6--STOCK OPTIONS (Continued)**

****During the year ended May 31, 2000, the board of directors granted 75,000
options valued at $34,500 for compensation and 145,000 valued at $66,700 for
consulting services.  The Company also issued 75,000 warrants for services
valued at $89,250.  During the year ended May 31, 2000, 160,000 options were
exercised at $1.00 per share.

The fair value of each option granted is estimated on the grant date using the
Black-Scholes Option Price Calculation.  The following assumptions were made
in estimating fair value: risk-free interest rate is 5%, volatility is 0.5,
and expected life is 5 years.

During the year ending May 31, 1999, the Company issued 1,000,000 common stock
options that may be exercised at any time before March 15, 2004 at $1.00 per
share.  The strike price of these options exceeds the options' minimum value
calculated using the Black-Scholes model; therefore, no compensation costs
have been recognized pursuant to Financial Accounting Standard No. 123.  At
the time the options were granted, the book value of the equity of the Company
was approximately $0.50 per share, which additionally resulted in no value
being assigned to these options.

On June 11, 1999, the board of directors approved the Elgrande.com, Inc. 1999
Stock Option Plan.  This plan allows the Company to distribute up to 5,000,000
shares of common stock shares to officers, directors, employees and
consultants through the authorization of the Company's board of directors.
The board of directors also granted options to acquire 4,445,000 common stock
shares at $3.00 per share before June 11, 2004.  The Company's executive
officers and directors were granted 4,225,000 of these options.  Subsequent to
year-end, the Company's executive officers and directors voluntarily returned
all 4,225,000 of these options retroactively to the date of the grant.

The fair value of each option granted was estimated on the grant date using
the Black-Scholes Option Price Calculation.  The following assumptions were
made to estimate fair value:  the risk-free interest rate is 5%, volatility is
0.5, and the expected life of the options is five years.

Accordingly, $34,500 of the options' expense was initially recorded in the
Company's interim financial statements as compensation and the remaining
options' expense of $2,010,200 was recorded as consulting fees.  In accordance
with Financial Accounting Standard No. 123, the recorded expenses were deemed
to be an estimate, subject to adjustment by decreasing the expense in the
period of forfeiture.  Pursuant to the return of the aforementioned options,
management decreased compensation and consulting expenses by the originally
recorded $2,010,200.

**NOTE 6--STOCK OPTIONS (Continued)**

The following is a summary of stock option activity:

|                                                           |   | Number of
Shares   |   | Weighted
Average
Exercise
Price
|---------------------------------------------------------- | - | ------------------ | - | -------------------------------
|Outstanding at 5-31-00                                     |   | 1,935,000          | $ | 0.82                           
|Granted                                                    |   | 2,582,556          |   | 0.45                           
|Exercised                                                  |   | (777,000)          |   | 0.45                           
|Forfeited                                                  |   | (465,556)          |   | 0.45                           
|Outstanding at 5-31-01

Granted                            |   | 3,275,000

350,000 |   | 0.63

0.10                     
|Outstanding at 11-30-01                                    |   | 3,625,000          | $ | 0.61                           
|Options exercisable at 11-30-01                            |   | 3,625,000          | $ | 0.61                           
|Weighted average fair value of options
granted during 2002 | $ | 0.05               |   |                                

NOTE 7 ­ RELATED PARTIES

Certain consultants who received common stock under the Company's non-qualified stock option plan are related to the Company's directors and
stockholders.  Of the 850,000 shares issued to consultants in 1999, 187,500
shares were issued to family members of directors who provided services to the
Company.  See Note 6.

During the six months ending November 30, 2001 and 2000, the Company paid its
officers and directors $189,625 and $621,090, respectively, in consulting
fees.

At November 30, 2001, the Company was owed $83,992 from former employees for
the use of the Company credit cards for personal expenses.  Although the
Company is making efforts to collect this amount, management has recorded an
allowance of $36,658 against this receivable, which is the amount due from a
former employee who has relocated to another country.

**In the quarter ended November 30, 2001, Vikki Olson, the sister-in-law of Paul
Morford, the Company's Secretary and Chief Operating Officer, was contracted
by the Company in its marketing department.  Kim Cassar-Torregiani, the wife
of Paul Morford, was contracted by the Company as its Director of Marketing,
from November 1, 2001.  An amount of $2,320 was accrued for her fees for the
last month of the quarter.**

**NOTE 8 ­ COMMITMENTS AND CONTINGENCIES**

Lease Commitments

The Company leases office space in Vancouver, B.C., Canada from Blastradius,
Inc. for $4,000 per month.   The lease is effective from October 1, 2001 to
October 31, 2005.  The terms of the lease required the Company to give the
lessor a $16,000 refundable security deposit.  During the year ended May 31,
2000, this deposit was applied to rent.

Future minimum rental commitments under the operating lease are as follows at
November 30, 2001:

|Year Ending: |  |   |       
|------------ |  | - | ------
|             |  |   |       
|May 31, 2002 |  | $ | 13,464
|May 31, 2003 |  | $ | 48,000
|May 31, 2004 |  | $ | 48,000
|May 31, 2005 |  | $ | 48,000

**The Company leases telephone equipment under a capital lease expiring June 23,
2002.  The asset and liability under the capital lease are recorded at the
lower of the present value of the minimum lease payments or the fair value of
the asset.  Depreciation of the asset under capital lease is included in the
Company's recorded depreciation expense.**

Future minimum lease commitments under the capital lease are as follows:

Year Ending May 31, 2002                                   $  6,679

Disputed Accounts

The Company is currently in dispute with MacDonald Harris & Associates Ltd.
("MHA") regarding consulting and computer services for the Company's database.
Management believes that there are no outstanding amounts due to MHA as all
accounts payable from the Company to MHA were paid in full and the Company has
transferred 138,000 shares of common stock, which was due to MHA.  However,
MHA claims that additional amounts may be due, including common stock in the
Company, which the Company disputes.  Management believes that MHA's claims
are without merit and has made no provisions in the financial statements
concerning any of these matters.  Further, management is taking steps to
recover capital equipment purchased on behalf of the Company by MHA.

**NOTE 9 ­ CONCENTRATION OF CREDIT RISK**

Cash

The Company maintains cash balances at two banks.  Accounts at
each institution are insured by the Canadian Depository Insurance
up to $60,000 in Canadian funds.  At November 30, 2001, no
accounts exceeded this limit.



Economic Dependency

During the six months ended November 30, 2001, the Company
purchased 100% of its product line from one supplier.

**NOTE 10 ­ NOTES AND DEBENTURES PAYABLE**

Short-term Notes

During the year ended May 31, 2000, private investors loaned the
Company $94,920, which is convertible to common stock at $0.50
per share.  In lieu of cash repayment of the loan, the investors
are entitled to receive common stock at a discounted rate of 20%
of the closing price of the stock on July 31, 2000.  On November
29, 2000, 215,727 shares of common stock were issued for $94,920
to satisfy this loan.



In April 2000, the Company received $67,000 from private
investors. On July 12, 2000, 67,000 shares of common stock were
issued at $1.00 per share to satisfy the loan.  During the year
ended May 31, 2001, private investors loaned an additional
$68,283 to the Company, of which $19,969 was repaid with stock.

**A related party, the father of the co-founder of Elgrande.com Inc.,  loaned
the Company $30,000 and paid expenses on behalf of the Company in the amount
of $14,942.  These debts were satisfied with the issuance of 44,942 shares of
common stock at $1.00 per share during the year ended May 31, 2001.**

****

**During the six months ended November 30, 2001, related parties loaned the
Company $64,200, which was satisfied with the issuance of 1,882,698 shares of
common stock at $0.0341 per share.**



Debentures

During the three months ended August 31, 2001 and the year ended May 31, 2001,
the Company issued 12%, subordinated convertible debentures for a total of
$9,700 and $128,216,****respectively.  The debentures mature on various dates
beginning January 1, 2002 through May 2002 and pay simple interest quarterly
beginning April 1, 2001.  The debentures are convertible to common stock at a
conversion price equal to the average closing bid price for the five trading
days immediately prior to the conversion date.  No new debentures were issued
in the quarter ending November 30, 2001.

**NOTE 11 ­ INVESTMENT IN INDIGO CITY PARTNERSHIP**

**In June 1999, the Company entered into an electronic media agreement with
Hydrogen Media, Inc. ("HMI"), whereby both parties agreed to build an e-commerce web site.  Under the partnership, which is referred to as the Indigo
City Partnership, the Company was to provide all content for the web site and
HMI will provide all programming.**

The Company was obligated to pay a total of $60,000 to HMI for
its services under the contract.  At the financial statement
date, the Company had paid $30,000 in cash and recorded the
remaining $30,000 as an account payable.  During the year ended May
31, 2001, it was determined that contracted services had not been provided,
and the Company withdrew from the partnership.  The Company recorded a loss of
$30,000, which is included in impairment of assets in the accompanying
financial statements.

**NOTE 12 ­ SUBSEQUENT EVENTS**

Subsequent to November 30, 2001, the Company's management closed down the
Elgrande.com website, and suspended sales of all merchandise.  The Company now
is operating the ShopEngine.net website which markets arts and crafts from
around the world.  The ShopEngine software enables participating artisans to
administer their products in real time via automated pull technologies, and
manual interface entry through the internet.

ELGRANDE.COM, INC.

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



Results  of  Operations

****There are revenues of  $39 for the quarter ended November 30, 2001,
representing sale of merchandise, versus  $15,888 as at November 30, 2000.
The Company activated its web site for test purposes in June 1999 and has been
fully operational since January 1, 2000.

Comparison  of  the  quarter ended November 30, 2001 and 2000

A summary of expenses for the quarter ended November 2001 compared to the same period in 2000 is as follows:

2001       	  2000

________________________

Consulting                           			110,797  	484,789

Marketing and public relations        			14,493	      	-

Software and internet fees            			 3,595       	  4,135

Administration, legal and other      			115,125 		   507,163

Depreciation and amortization     		  	18,859 		    26,404                                                 _____________________

262,869  1,022,491



Software costs include database development costs incurred of $3,595 in the quarter ended November 30, 2001.
Elgrande began operating under its own developed database in January 2000; while the company continues to develop
this database site, it is currently identifying and sourcing technology partners to assist in the growth of its database
technology.

Administration costs include payroll costs of  $67,004 and office expenses, including professional fees, of  $143,470
for the six months ended November 30, 2001, compared to $98,742 and $560,895 respectively for the same period
ended November 30, 2000.

The Company budgeted its cash requirements in order to develop the web based contact management system, and the
central database that holds product data. To date, costs have been within the established budget.  The site was
activated on June 2, 1999 for test purposes.

Liquidity and Capital Resources

Since our inception, we have financed our operations through the proceeds from
the issuance of equity and debt securities and loans from shareholders and
others.  To date, we have raised approximately $5 million from the sale of
common stock and have borrowed approximately $267,000 from investors and
shareholders.  Funds from these sources have been used as working capital to
fund the on-going development of the Elgrande and Shopengine websites.

We generated negative cash flow from operating activities for the period from
inception (April 8, 1998) through November 30, 2001.  Investing activities for
the period from inception through November 30, 2001 consisted primarily of the
purchase of property and equipment.

The timing and amount of our capital requirements will depend on a number of factors, including demand for our
products and services and the availability of opportunities for international expansion through affiliations and other
business relationships.

ELGRANDE.COM, INC.

PART II.

OTHER INFORMATION



Item 1.  Legal Proceedings.



None



Item 2.  Changes in Securities.



None



Item 3.  Defaults upon Senior Securities.



None



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



None



Item 5.  Other information.



None



Item 6.  Exhibits and Reports on Form 8-K.



None



SIGNATURES

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

ELGRANDE.COM, INC.

By:	/s/ Michael F. Holloran

-------------------------------------

Michael F. Holloran

President and Chief Executive Officer

Dated:	January 15, 2002

23