FORM 10-QSB
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   (Mark One)
                 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR
                  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                For the three month period ended: August 31, 1999

                                       Or

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
                        For the transition period from to

                        Commission file number: 0-253335

                               EL GRANDE.COM, INC.
             (Exact name of registrant as specified in its charter)

                         NEVADA                 88-0409024
                 (State of incorporation) (IRS Employer ID No.)

                         1040 Hamilton Street, Suite 308
                         Vancouver, B.C., CANADA V6B 2R9
               (Address of principal executive offices)(Zip Code)

               Registrant's telephone number, including area code:
                                 (604) 689 0808

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No

As of October 1, 1999,  the  Registrant  had  11,118,800  shares of Common Stock
outstanding.

Transitional Small Business Disclosure Format (check one);  Yes     No  X

THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN THE GENERAL INSTRUCTIONS AND IS
THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT.


<PAGE>



Part I   Financial Information
------------------------------



<TABLE>
                                ELGRANDE.COM INC.
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEETS
<CAPTION>

                                                                            Aug 31,            May 31,
 A S S E T S                                                                 1999               1999

<S>                                                                    <C>                <C>
    CURRENT ASSETS
         Cash                                                          $       (19,273)   $      371,266
         Employee expense advances                                              36,754            18,920
         GST tax refundable                                                     28,500             9,657
         Prepaid expenses                                                       50,134            51,401
                                                                       -----------------   ----------------
             TOTAL CURRENT ASSETS                                               96,115           451,244

     PROPERTY AND EQUIPMENT
         Computer hardware                                                      96,074            82,292
         Furniture and fixtures                                                 78,595            53,497
         Database and software                                                 545,645           408,370
         Less accumulated depreciation and amortization                        (48,901)          (19,522)
                                                                       -----------------   ----------------
             TOTAL PROPERTY AND EQUIPMENT                                      671,413           524,637
                                                                       -----------------   ----------------

    OTHER ASSETS
         Deposits                                                               49,193            43,460
         Investments                                                            60,000                 -
             TOTAL OTHER ASSETS                                                109,193            43,460
                                                                       -----------------   ----------------
         TOTAL ASSETS                                                  $       876,721    $    1,019,341
                                                                       -----------------   ----------------

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

     CURRENT LIABILITIES
         Accounts payable                                              $       177,066    $       29,976
         Accounts payable, related party                                        25,000            25,000
         Accrued liabilities                                                     9,264             8,450
         Accrued interest                                                        5,282             5,811
         Stock over-subscription payable                                       112,000           112,000
         Current portion of long-term debt                                           -             7,257
         Revenue Clearing                                                       (2,247)                -
         Loans Payable                                                         525,000                 -
                                                                       -----------------   ----------------
             TOTAL CURRENT LIABILITIES                                         851,365           188,494
                                                                       -----------------   ----------------

     LONG-TERM DEBT
         Lease, net of current portion                                          39,097            17,516
         Note payable, net of current portion                                   39,543            39,543
             TOTAL LONG-TERM LIABILITIES                                        78,640            57,059
                                                                       -----------------   ----------------
         TOTAL LIABILITIES                                                     930,004           245,553
                                                                       -----------------   ----------------

     COMMITMENTS AND CONTINGENCIES                                                   -                 -

     STOCKHOLDERS' EQUITY
         Common stock, 200,000,000 shares authorized,
             $.001 par value; 11,118,800 and 10,793,800 shares
             issued and outstanding, respectively                               11,119            11,119
         Additional paid-in capital                                          1,952,671         1,952,671
         Subscriptions receivable                                                    -                 -
         Deficit accumulated during development stage                       (2,059,575)       (1,208,160)
         Accumulated other comprehensive income                                 42,502            18,158
                                                                       -----------------   ----------------
         TOTAL STOCKHOLDERS' EQUITY                                            (53,283)          773,788
                                                                       -----------------   ----------------
         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                    $       876,721    $    1,019,341
                                                                       =================  =================

</TABLE>

   The accompanying notes are an integral part of these financial statements.

<PAGE>

<TABLE>
                                ELGRANDE.COM INC.
                          (A Development Stage Company)
          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
<CAPTION>

                                             Quarter              Quarter           Inception
                                             ended                ended             through
                                             August 31,           August 31,        August 31,
                                             1999                 1998              1999
-------------------------------------------------------------------------------------------------------
<S>                                          <C>                  <C>               <C>
R E V E N U E S                              $        -           $      -          $          -
                                             ----------------    ---------------    -------------------
E X P E N S E S
      Consulting fees                           138,543                  -                596,041
      Marketing and public relations            210,374                 262               385,308
      Legal and professional fees                36,465               8,239               260,583
      Office and administration                 281,685               5,848                564,894
      Software and internet services            154,969                  -                190,318
      Depreciation and amortization              29,379                  -                 52,839
      Production and programming                      -                  -                  1,950
                                             ----------------    ---------------    -------------------
           TOTAL OPERATING EXPENSES             851,415              14,348             2,051,933
                                             ----------------    ---------------    -------------------

NET LOSS FROM OPERATIONS                       (851,415)            (14,348)           (2,051,933)

OTHER INCOME AND (EXPENSES)
      Interest expense                                -                  -                 (7,642)
                                             ----------------    ---------------    -------------------
      NET LOSS                                 (851,415)            (14,348)           (2,059,575)

OTHER COMPREHENSIVE INCOME
      Foreign currency translation gain          24,344             -                      42,502

COMPREHENSIVE LOSS                           $ (827,071)          $ (14,348)        $  (2,017,073)
                                             ================    ===============    ===================

      NET LOSS PER COMMON SHARE              $       (0.0784)     $      (0.0017)   $           (0.1896)
                                             ================    ===============    ===================

      WEIGHTED AVERAGE NUMBER OF

           COMMON STOCK SHARES OUTSTANDING   $10,865,550          $8,586,725        $   10,865,550
                                             ================    ===============    ===================

</TABLE>

   The accompanying notes are an integral part of these financial statements.

<PAGE>


<TABLE>
                                ELGRANDE.COM INC.
                          (A Development Stage Company)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
<CAPTION>



                                  Common Stock                                                       Other          Total
                                  Number                    Additional   Subscriptions Accumulated   Comprehensive  Stockholders'
                                  of Shares      Amount     Paid-in      Receivable    Deficit       Income         Equity
                                                            Capital
----------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>            <C>          <C>           <C>            <C>           <C>            <C>
Issuance of common stock
  in April, 1998:
    for cash at $.001
      per share               $  4,000,000   $    4,000   $        -    $       -     $    -         $     -        $      4,000
    for cash at $.01
      per share                  5,000,000        5,000       45,000            -          -               -              50,000


Issuance of common stock
  in September, 1998
    for services at $.06
      per share                    850,000          850       49,150            -          -               -              50,000

Issuance of common stock in
  November, 1998
    for cash and subscription
      at $1.00 per share
    less expense of $9,010         943,800          944      933,846     (538,050)         -               -             396,740

Loss for year ended,
  May 31, 1999                           -            -            -            -      (1,208,160)    42,502          (1,208,160)
                              -------------  ----------   ------------ --------------- ------------  ------------  --------------

Balance
  May 31, 1999                  10,793,800       10,794    1,027,996     (538,050)     (1,208,160)    42,502            (707,420)

Subscriptions received                   -            -            -      538,050          -               -             538,050

Issuance of common stock
  in December, 1998
  for services                      25,000           25       24,975            -          -               -              25,000

Issuance of common stock
  May, 1999 for cash at
  $3.00 per share                  300,000          300      899,700            -          -               -             900,000

Loss for period ending
  August 31, 1999                        -            -            -            -        (851,415)         -            (851,415)

Foreign currency translation
  gain                                   -            -            -            -          -          24,344              24,344
                              -------------  ----------   ------------ --------------- ------------  ------------  --------------
Balance, August 31, 1999      $ 11,118,800   $   11,119   $1,952,671    $       -     $(2,059,575)   $66,847        $    (71,441)
                              =============  ==========   ============ =============== ============  ============  ==============

</TABLE>

   The accompanying notes are an integral part of these financial statements.


<PAGE>


               ELGRANDE.COM INC.
         (A Development Stage Company)
            CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                 Quarter         Quarter        April 2, 1998
                                                                 Ended           Ended          (Inception)
                                                                 August 31,      August 31,     Through
                                                                 1999            1998           Aug 31, 1999
--------------------------------------------------------------------------------------------------------------
<S>                                                              <C>             <C>            <C>
Cash flows from operating activities:
      Net loss                                                   $(851,415)      $ (14,348)     $(2,059,575)
      Adjustments to reconcile net loss
          to net cash used by operating activities:
              Depreciation and amortization                         29,379                           52,839
              Services paid by issuance of common stock                  -                           75,000
          Increase in:                                                                                    -
              Employee advance receivable                          (17,834)                         (36,754)
              Other Receivables                                    (17,576)         (4,477)         (17,576)
              Other assets                                          (5,733)                         (24,856)
              Accounts payable, related party                            -          40,000           84,989
              Accured liabilities                                      814                            9,264
              Accrued interest                                        (529)                           4,753
          Decrease in:                                                                                    -
              Accounts payable                                     684,166           1,442          504,726
                                                                 ----------      ----------     ------------
      Net cash provided (used) in operating activities            (178,728)         22,617       (1,407,190)
                                                                 ----------      ----------     ------------

Cash flows from investing activities:
      Purchase of property and equipment                          (176,156)         (2,098)        (485,776)
      JV Investment                                                (60,000)                         (60,000)
      Deposit on leased property                                         -                           (3,600)
      Payment on organizational costs                                    -                         (106,000)
                                                                 ----------      ----------     ------------
      Net cash used in investing activities                       (236,156)         (2,098)        (655,376)
                                                                 ----------      ----------     ------------

Cash flows from financing activities:
      Over-subscriptions payable                                         -                          112,000
      Issuance of stock                                                  0                        1,888,790
                                                                 ----------      ----------     ------------
                                                                         0               -        2,000,790

Net increase in cash                                              (414,884)         20,519          (61,776)

      Foreign currency translation gain                             24,344               -           42,502

Cash, beginning of period                                          371,266         208,918                -
                                                                 ----------      ----------     ------------

Cash, end of period                                              $ (19,273)      $ 229,437      $   (19,273)
                                                                 ==========      ==========     ============

SUPPLEMENTAL DISCLOSURES:
      Cash paid for interest and income taxes:
          Interest                                               $   1,829       $       -      $     3,658
                                                                 ==========      ==========     ============
          Income taxes                                           $       -       $       -      $         -
                                                                 ==========      ==========     ============

NON-CASH INVESTING AND FINANCING ACTIVITIES
      Financing lease for equipment                              $       -       $       -      $    26,274
      Note issued for purchase of property and equipment         $       -       $       -      $    39,543
      Purchase commitment for database                           $       -       $       -      $   174,200
      Services paid by issuance of stock                         $       -       $       -      $    75,000

</TABLE>

   The accompanying notes are an integral part of these financial statements.


<PAGE>


                               ELGRANDE.COM INC.
                         (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                     For the Quarter Ending August 31, 1999


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
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  is in the  development  stage  and as of August  31,  1999 had not
realized any significant revenues from its planned operations.


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
that is  responsible  for their  integrity  and  objectivity.  These  accounting
policies  conform to  generally  accepted  accounting  principles  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.

Development  Stage  Activities:  The Company has been in the  development  stage
since its formation on on April 8, 1998.  It is primarily  engaged in developing
and marketing Internet applications.

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

As shown in the accompanying  financial  statements,  the Company incurred a net
loss of $851,415  and $14,348 for the periods  ended  August 31, 1999 and August
31, 1998,  respectively.  The Company has generated no revenues since inception.
The Company,  being a  developmental  stage  enterprise,  is  currently  putting
technology  in place which will,  if  successful,  mitigate  these factors which
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern. 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.  Management  has  established  plans  designed to
increase the sales of the  Company's  products.  Management  intends to seek new
capital from new equity  securities  issuances that will provide funds needed to
increase liquidity, fund internal growth and fully implement its business plan.


<PAGE>

Accounting  Method:  The Company's  financial  statements are prepared using the
accrual  method of accounting.  In 1999,  the Company  changed its year-end from
November 30 to May 31.

Loss Per share:  Loss per share was  computed  by  dividing  the net loss by the
weighted average number of shares  outstanding  during the period.  The weighted
average  number  of  shares  was  calculated  by  taking  the  number  of shares
outstanding and weighting them by the amount of time that they were outstanding.

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:  At  August  31,  1999,  the  Company  had net  operating
accumulated  loss of  approximately  $2,059,575.  No provision  for taxes or tax
benefit  has  been  reported  in the  financial  statements,  as  there is not a
measurable means of assessing future profits or losses.

Use of Estimates:  The process of preparing  financial  statements in conformity
with generally accepted accounting  principles 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.

Year 2000:  The Company,  like other firms,  could be adversely  affected if the
computer  systems used by it, its suppliers or customers do not properly process
and calculate date-related  information and data from the period surrounding and
including  January 1, 2000.  This is commonly  known as the "Year  2000"  issue.
Additionally,  this issue could impact non-computer  systems and devices such as
production equipment.

At this time,  because of the  complexities  involved  in the issue,  management
cannot  provide  absolute  assurances  that the Year 2000 issue will not have an
impact on the  Company's  operations.  The Company has reviewed its  technology,
including  software  and  hardware,  and has  determined  that  there will be no
adverse  effects  to  the  Company's  operations  regarding  Year  2000  issues.
Management  also believes that Year 2000 issues should not adversely  affect the
ability of its clients and customers to conduct  business with the Company.  Any
costs associated with Year 2000 compliance are expensed when incurred.


<PAGE>


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 five - seven years. The following is
a summary of property, equipment and accumulated depreciation and amortization:

                                 August 31, 1999            May 31, 1999
                                 ---------------            ------------

Computers                          $ 96,074                  $ 82,292
Furniture and fixtures               78,595                    53,497
Database                            545,645                   408,370
                                   ---------                  ---------
Total assets                        720,314                   554,159
Less accumulated depreciation
And amortization                    (48,901)                  (19,522)
                                   ----------                 ---------
                                   $671,413                   $524,637
                                   ==========                 =========

Depreciation and amortization  expense for the period ending August 31, 1999 was
$29,379 compared to $19,522 for the fiscal period ending May 31, 1999.


NOTE 4 - OTHER ASSETS
---------------------

During the quarter  ending August 31, 1999,  the Company  invested  $60,000 in a
joint  venture  with  Hydrogen  Media for the  development  of a joint sales and
marketing program for products in both companies.

The Company has capitalized  $545,645, of which $408,370 is the contractual cost
of data base  software  purchased  from an  independent  software  supplier.  No
portion of this  software--acquired  at May 31, 1999--was  internally  developed
and,  accordingly,  there are no internal  costs  associated  with this software
which were charged to research and development. The balance represents purchased
software  and  licensing  fees.  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

Upon  incorporation,  4,000,000 shares of common stock were distributed at $.001
per share to the board of directors  for $4,000.  The second share  issuance was
for 5,000,000  common shares at $.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.

At May 31,  1999 the  Company's  third stock  offering  was  over-subscribed  by
$112,000. This amount is still outstanding at August 31, 1999 has been converted
to a loan and is recorded on the Company's balance sheet as a current liability.
See Note 11.

At August 31,  1999,  25,000  shares of common  stock had been  granted  but not
issued to a director for services.  The Company valued these services at $25,000
and  accordingly  has  recorded an accrual  for this  amount.  This  transaction
occurred in April 1999.

<PAGE>


NOTE 6--STOCK OPTIONS

In September 1998, the Company adopted the Elgrande.com  Inc. 1998 Directors and
Officers Stock Option Plan, a  non-qualified  plan. This plan allows the Company
to  distribute  up to 1,000,000  shares of common stock to officers,  directors,
employees and consultants  through the  authorization  of the Company's Board of
Directors

In the period ending  November 30, 1998, the Company issued 850,000 common stock
shares for the services of  consultants.  The Company  valued these  services at
$50,000.  The  shares  issued  include  negotiation  rights and began to vest in
April,  1999 with 20% of shares  vesting every six months until the  consultants
are fully vested in their shares. See Note 7.

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% 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-Schole  model therefore,  no compensation  costs have
been recognized pursuant to Financial Accounting Standard No.123.

Following is a summary of the stock options to August 31, 1999.

                                                                 Weighted
                                       Number                    Average
                                        of                       Exercise
                                       Shares                    Price
Outstanding at 4-8-98 (inception)            -                   $     -
Granted                                850,000                         0.06
Exercised                                    -                         -
Forfeited                                    -                         -
Outstanding at 08-31-99                850,000                   $     0.06
                                     =====================     =================

Options exercisable at 08-31-99        170,000                   $     0.06
                                     =====================     =================

Weighted average fair value of
  options granted during 1998
                                       $     0.06
                                     =====================


Outstanding at 5-31-99               1,850,000                   $0.57
Exercised                                   -                         -
Forfeited                                   -                         -
Outstanding at 8-31-99               1,850,000                   $0.57
                                    ======================    ==================

Options exercisable at 8-31-99       1,170,000                   $0.86
                                    ======================    ==================

Weighted average fair value of
  options granted during 1999
                                       $     1.00
                                    ======================

<PAGE>


NOTE 7 - RELATED PARTIES
------------------------

Certain consultants that 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,  187,500 shares were issued to family
members of directors who provided services to the Company. See Note 6.

The  Company  paid  $66,000  for  legal  and  consulting  services  to a company
partially owned by the step-father of one of the directors of Elgrande.com,  Inc
in the fiscal  period  ending May 31, 1999.  There have been no such payments in
the period ending August 31, 1999.

During the fiscal period  ending August 31, 1999,  the Company paid its officers
and directors  $111,000 in consulting  fees. In the fiscal period ending May 31,
1999 the company paid its officers and directors $249,000 in consulting fees.


NOTE 8 -  COMMITMENTS AND CONTINGENCIES
---------------------------------------

Lease  Commitments:  The Company leases office space in Vancouver,  B.C., Canada
from  Yaletown  Centre  Investment  Ltd.  for  $5,620  per  month.  The lease is
effective  from  September  1, 1998 to August 31,  2001.  The terms of the lease
required the Company to give the lessor a $8,608 refundable security deposit.

Future minimum rental commitments under the operating lease are as follows:

Year Ending May 31, 2000             $  48,691
Year Ending May 31, 2001                18,623
Year Ending May 31, 2002                 4,683
                                     ----------
                                     $  71,997
                                     ==========

The Company leases  telephone  equipment under a capital lease expiring June 23,
2002.  The asset and liability  under the capital lease is 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 depreciation
expense at August 31, 1999.

Future minimum lease commitments under capital lease are as follows:

Year Ending May 31, 2000             $ 7,257
Year Ending May 31, 2001               7,977
Year Ending May 31, 2002               8,969
Year Ending May 31, 2003                 769
                                     --------
                                     $24,972
                                     ========

NOTE 9 - TRANSLATION OF FOREIGN CURRENCY
----------------------------------------

The Company has adopted Financial  Accounting  Standard No. 52. Foreign currency
translation  resulted in an  aggregate  exchange  gain of $24,344 for the period
ended  August 31,  1999.  The  Company  had  recorded  this  transaction  in the
Statement of Stockholders' Equity.


NOTE 10 - CONCENTRATION OF CREDIT RISK FOR CASH HELD AT BANKS
-------------------------------------------------------------

The Company  maintains cash balances at two banks.  Accounts at each institution
are insured by the Federal Deposit Insurance Corporation up to $100,000


<PAGE>


NOTE 11 - NOTES PAYABLE
-----------------------

Short-term:  The short-term  loan payable of $112,000 is payable upon demand or,
at the option of the  noteholder,  convertible  into common shares of restricted
stock under Rule 144 at $1.00 per share.

Long-term:  The Company's long-term debt consists of a note secured by furniture
and  computers  for  $47,000.  The  terms of this  agreement  call for a balloon
payment of all principal on November 30, 2000. The Company's  management expects
to pay this  amount  by the due date of the  loan,  which  does  not  contain  a
stipulated rate of interest.  Upon  origination,  the estimated current value of
this debt was $39,543.  Imputed  interest  accrued at 8% per annum from November
30, 1998 to May 31, 1999 was  $4,753.  This  adjustment  is made  annually,  and
accordingly, no adjustment was made in the period ending August 31, 1999.

NOTE 12 - LOANS PAYABLE
-----------------------

At August 31, 1999, the company had received $525,000 as an installment  payment
on a subscription  agreement  dated July 1, 1999 of $1,000,000 for 200,000 Units
at $5 per Unit.  Each unit will  consist  of one share of common  stock and five
warrants  entitling the holder to acquire an additional share of common stock at
$6.00; $6.50; $7.00; $8.00; and $10.00 per share. Subsequent to August 31, 1999,
the company  received  an  additional  $260,000,  for a total of  $785,000.  The
Company has recorded these subscription proceeds as loans as it is not obligated
to issue the shares or warrants until the subscription is fully paid.


<PAGE>




Item 2 - Management's Discussion and Analysis or Plan of Operation.

THE FOLLOWING  ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL  CONDITION OF
THE  COMPANY  SHOULD  BE READ IN  CONJUNCTION  WITH THE  CONSOLIDATED  FINANCIAL
STATEMENTS,  INCLUDING THE NOTES THERETO,  OF THE COMPANY CONTAINED ELSEWHERE IN
THE FORM 10-QSB


OVERVIEW
--------

Elgrande.com  Inc. (the  "Company") was  incorporated  in April 1998 to create a
group of technologies  that will  collectively be known as the Shop  Engine(TM).
The "Shop Engine" is a group of software  programs that,  when made available to
consumers through a network like the world wide web, enables retail consumers to
purchase  products  directly from  distributors  and  manufacturers  without the
necessity for a retail storefront.

In August,  1998,  the Company  commenced  the  creation of a web based  contact
management  system,  which will enable the Company to manage contacts,  clients,
and customers  located  anywhere in the world,  through the use of the Internet.
This  included the  development  and  deployment  of a central data base system,
which will allow the  Company  to display on its site  descriptive  web pages of
products available through its fulfillment agency, Baker & Taylor.

Effective  June 2, 1999,  the company  commenced  operation of its web site on a
test mode basis.  This process is  continuing at August 31, 1999 and the company
expects to have a beta launch before the end of the year.

Elgrande.com Inc is a U.S. corporation,  located in Nevada, and through a wholly
owned  subsidiary,  Yaletown  Marketing  Corp,  maintains its'  development  and
administrative operations and web site development in Vancouver, B.C.


RESULTS OF OPERATIONS
---------------------

There are no revenues as of August 31, 1999, nor was there any revenue as at May
31,  1999,  as the Company has not as yet  activated  its web site.  The Company
activated its web site for test purposes in June 1999 and expects to have a beta
launch in late fall, 1999.

A summary of expenses for the quarter ending August, 1999 is as follows:

        Consulting                       $ 138,543
        Marketing and public relations     210,374
        Software and internet fees         154,969
        Administration and other           318,150
        Depreciation and amortization       29,379
                                         ----------
                                         $ 851,415
                                         ==========

Marketing  charges include  payments to company hired to handle all advertising,
design  and  implementation  of  marketing  program.  These  payments  amount to
$156,000 to August 31, 1999.

The balance of the funds in  Marketing  related to Investor  Communications  and
sundry advertising.

<PAGE>


Software costs include database development costs incurred of $150,000 to August
31,  1999.  While the company  continues to develop this  database  site,  it is
currently  identifying and sourcing  technology partners to assist in the growth
of our database technology.

Administration  costs  include  payroll  costs of $111,000  and  general  office
expenses of $74,999 to August 31, 1999.

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,  and the  company  has
sufficient funds to continue this development. The site was activated on June 2,
1999 for test purposes and is planning a beta test launch late fall of 1999.

The Company  currently  employees 18 people,  and 8 consultants  under contract,
providing various services.

The Company changed its fiscal year end to May 31, to more properly  reflect its
business cycle. The Company filed a 10K report September 5, 1999 and is filing a
10QSB for the period ending August 31, 1999. The previous  year-end was November
30.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

To date,  the Company has financed its  development  stage by the sale of common
stock. At August 31, 1999, the Company had 11,118,800 shares outstanding and had
raised  $2,488,790.  As of August 31, 1999, the Company had received $525,000 in
subscription  proceeds  pursuant to a subscription  agreement dated July 1, 1999
for the purchase of 200,000  units of the  Company's  stock at $5.00 each.  Each
unit  consists  of one share of common  stock and five  warrants  entitling  the
holder to acquire an additional  share of common stock at $6.00;  $6.50;  $7.00;
$8.00;  and $10.00 per share. As of October 14, 1999 the Company had received an
additional $260,000 in subscription  proceeds.  The remaining $215,000 is due on
or before October 31, 1999. The Company has recorded these subscription proceeds
as loans as it is not  obligated  to issue  the  shares  or  warrants  until the
subscription is fully paid. These funds were used mainly to develop the database
site, and purchase computer equipment and software.  The Company had $361,000 on
hand at May 31,  1999  and  expects  to  continue  to  raise  funds  by  private
placement.


In August,  1999 the Company also executed an Investment  Agreement  with Swartz
Equity Private Investment,  L.L.C., wherein subject to an effective registration
statement  to be filed with the U.S.  Securities  and Exchange  Commission,  the
Company will have the right to require  Swartz to purchase the Company's  common
stock at amounts and prices as set forth in the Investment Agreement. Subject to
all of the terms  and  conditions,  the  Company  will be able to put  shares to
Swartz  approximately  equal to 15% of the aggregate daily trading volume over a
twenty day period at ninety-three percent of the lowest closing bid price during
the pricing  period.  The Investment  Agreement is for a maximum of $100,000,000
and  will  be  effective  for  three  years  from  the  effective  date  of  the
registration  statement.   The  Company  has  not  yet  filed  the  registration
statement.


On October 6, 1999, the Company's common stock began trading on the OTC Bulletin
Board Market under the symbol "EGND". The Company believes that the existence of
the trading  market will have a positive  effect upon the  Company's  ability to
raise capital through the sale of its securities.

The  Company  maintains  cash  equivalents  with  a  large  Canadian   financial
institution and a large U.S. financial institution. Excess cash will be invested
in highly liquid investments that are readily convertible into cash. The Company
has sufficient cash to finance its  operations.  While staff  requirements  will
continue to grow, the Company does not  anticipate  problems in the financing of
this growth and plans to manage its growth based on the timely  availability  of
funds.

<PAGE>


The  inventory  database  developed to date is in excess of 2,500,000  products,
being books, music, video and software titles.


YEAR 2000 COMPUTER SOFTWARE CONVERSION
--------------------------------------

All  computer  equipment  owned by the Company has been  acquired in the past 12
months.  Because this  equipment is not considered to be a problem for Year 2000
concern;  the same assurance cannot be given for third party equipment for which
the Company has no control.

While the Company is confident that its systems will be compatible, no assurance
can be given that this will not impact the Company's results of operations.


Part II - Other Information
---------------------------

Item 1 - Legal Proceedings:  There are no proceedings to report.

Item 2. - Changes  in  Securities:  In July,  1999 the  Company  entered  into a
subscription agreement for 200,000 Units of its securities at $5 per Unit with a
single accredited investor.  Each Unit consists of one share of common stock and
five  warrants  entitling  the holder to acquire an  additional  share of common
stock at $6.00; $6.50; $7.00; $8.00 and $10.00 per share.  Pursuant to the terms
of the Subscription Agreement, the investor is required to tender payment to the
Company in installments of not less than $250,000 on or before July 31, 1999; an
additional  $350,000 on or before  September 30, 1999; and $300,000 on or before
October 31, 1999.  As of October 14,  1999,  the Company has received a total of
$785,000 pursuant to the Subscription Agreement. The Company is not obligated to
issue any of the securities  until the entire  purchase price has been paid. The
common  stock is  entitled  to be included  in any  registration  statement  the
Company may file with the U.S.  Securities and Exchange  Commission  under which
the shares may be registered for public resale. The Company relied upon the safe
harbor  exemption from the  registration  requirements  of the Securities Act of
1933 provided by Regulation S.

Item 3. - Default Upon Senior Securities: There are no defaults to report.

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




<PAGE>




SIGNATURES

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

EL GRANDE.COM, INC.

Dated: October 21, 1999

/s/  RANDAL PALACH
Randal Palach, President, Chief Executive Officer




<PAGE>