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, 2003

[ ] 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)

                      150 Kootenay Street, Vancouver, B.C.
                                  V5K4R1 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                                                January 14, 2004
      -----                                                ----------------

Common stock, $ 0.001 par value                                10,051,669
<PAGE>


                               ELGRANDE.COM, INC.

                                TABLE OF CONTENTS

                                                                        Page No.

PART I.  FINANCIAL INFORMATION

         ITEM I - Unaudited Consolidated Financial
                  Statements

                  Consolidated Balance Sheets as of
                  November 30, 2003(Unaudited) and May 31, 2003             3

                  Consolidated Statements of Operations
                  And Comprehensive Loss
                  for the Six Months Ended November 30,
                  2003 and 2002 (Unaudited)                                 4

                  Consolidated Statements of Cash Flows
                  for the Six Months Ended November 30,
                  2003 and 2002 (Unaudited)                                 5

                  Notes to Consolidated Interim Financial
                  Statements                                                6

                  ITEM 2

                  Management's Discussion and Analysis of
                  Financial Condition and Results of
                  Operations                                                9

                  ITEM 3

                  Controls and Procedures                                  14

PART II. OTHER INFORMATION

                  ITEM 2                                                   18

                  Changes in Securities

                  ITEM 6

                  Exhibits and Reports on Form 8-K                         22

                  Signatures                                               23

         EXHIBIT 31.1

         Certification pursuant to Section 302 of the Sarbanes-
         Oxley Act of 2002

         EXHIBIT 32.1

         Certification pursuant to Section 906 of the Sarbanes-
         Oxley Act of 2002


                                        2
<PAGE>

                              ELGRANDE.COM INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                         November 30,
                                                                                             2003            May 31,
                                                                                         (Unaudited)           2003
                                                                                        ------------       ------------
<S>                                                                                     <C>                <C>
 ASSETS
       CURRENT ASSETS
            Cash                                                                        $     37,859       $     20,602
            Accounts receivable                                                              127,361             93,918
            Deposits and prepaid expenses                                                      1,166             62,089
            Inventory                                                                        176,550             63,037
            Employee expense advances                                                          4,179              5,055
            GST tax refundable                                                                11,681             11,390
                                                                                        ------------       ------------
                 TOTAL CURRENT ASSETS                                                        358,796            256,091
                                                                                        ------------       ------------
       PROPERTY AND EQUIPMENT
            Computer hardware                                                                104,272             97,972
            Furniture and fixtures                                                            75,751             62,591
            Database and software                                                            545,645            545,645
            Less accumulated depreciation and amortization                                  (688,331)          (611,391)
                                                                                        ------------       ------------
                 TOTAL PROPERTY AND EQUIPMENT                                                 37,337             94,817
                                                                                        ------------       ------------
       OTHER ASSETS
            Deposits                                                                          33,161             11,448
                                                                                        ------------       ------------
                 TOTAL OTHER ASSETS                                                           33,161             11,448
                                                                                        ------------       ------------
            TOTAL ASSETS                                                                $    429,294       $    362,356
                                                                                        ============       ============

 LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
       CURRENT LIABILITIES
            Accounts payable                                                            $    547,850       $    480,386
            Accrued liabilities                                                              361,597            316,966
            Accrued interest                                                                  18,657              9,284
            Debentures                                                                        80,746            128,096
            Loans payable                                                                    384,217            896,406
            Debentures and loans payable, related parties                                    201,762            261,202
                                                                                        ------------       ------------
                 TOTAL CURRENT LIABILITIES                                                 1,594,829          2,092,340
                                                                                        ------------       ------------
       COMMITMENTS AND CONTINGENCIES                                                          10,000             10,000
                                                                                        ------------       ------------
       STOCKHOLDERS' EQUITY (DEFICIT)
            Common stock, 200,000,000 shares authorized,
                 $.001 par value; 9,927,555 and 3,540,282 shares
                 issued and outstanding, respectively                                          9,928              3,540
            Stock options and warrants                                                       400,877            708,244
            Additional paid-in capital                                                     8,361,414          5,899,845
            Subscriptions receivable                                                        (923,010)                --
            Accumulated deficit                                                           (9,022,024)        (8,345,618)
            Accumulated other comprehensive income (loss)                                     (2,720)            (5,995)
                                                                                        ------------       ------------
            TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                          (1,175,535)        (1,739,984)
                                                                                        ------------       ------------
            TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                        $    429,294       $    362,356
                                                                                        ============       ============
</TABLE>
                       See accompanying condensed notes.


                                       3
<PAGE>

                                ELGRANDE.COM INC.
          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

<TABLE>
<CAPTION>

                                                      Three Months   Three Months    Six Months      Six Months
                                                         Ended          Ended          Ended           Ended
                                                      November 30,   November 30,   November 30,    November 30,
                                                          2003           2002           2003            2002
                                                      (unaudited)    (unaudited)    (unaudited)      (unaudited)
                                                      ----------     -----------    -----------      -----------
<S>                                                     <C>             <C>            <C>              <C>
REVENUES
       Product sales                                  $ 276,552      $  17,005       $ 441,242        $ 17,005
       Commissions                                           --            366              --             462
                                                      ---------      ---------       ---------        --------
                                                        276,552         17,371         441,242          17,467

COST OF REVENUES                                        177,646         11,834         297,788          11,834
                                                      ---------      ---------       ---------        --------
GROSS PROFIT (LOSS)                                      98,906          5,537         143,454           5,633
                                                      ---------      ---------       ---------        --------
EXPENSES
       Consulting fees                                   65,908         73,157         119,807         156,693
       Selling expense                                  111,349          8,461         111,349           8,461
       Legal and professional fees                       15,373        151,091          21,616         194,537
       Salaries                                         143,901         54,605         221,761          97,636
       Depreciation and amortization                     40,047         34,204          76,940          69,517
       Office and administration                         12,841         39,442         100,390          49,253
       Bad debt                                              --             --              --          17,585
       Travel and entertainment                          16,097          6,443          38,367          16,639
       Rent                                              17,898         10,208          24,868          15,432
       Marketing and public relations                    49,939          2,717          86,541           7,362
                                                      ---------      ---------       ---------        --------
            TOTAL OPERATING EXPENSES                    473,353        380,328         801,639         633,115
                                                      ---------      ---------       ---------        --------

LOSS FROM OPERATIONS                                   (374,447)      (374,791)       (658,185)       (627,482)

OTHER INCOME (EXPENSE)
       Interest income                                       10             23              10              23
       Interest expense                                 (13,545)        (8,443)        (18,231)        (13,548)
                                                      ---------      ---------       ---------        --------
            TOTAL OTHER INCOME (EXPENSE)                (13,545)        (8,420)        (18,221)        (13,525)
                                                      ---------      ---------       ---------        --------

       NET LOSS                                        (387,992)      (383,211)       (676,406)       (641,007)

OTHER COMPREHENSIVE INCOME
       Foreign currency translation gain (loss)          (8,450)         5,967           2,987           8,416
                                                      ---------      ---------       ---------        --------
COMPREHENSIVE LOSS                                    $(396,442)     $(377,244)      $(673,419)      $(632,591)
                                                      =========      =========       =========       =========
       BASIC AND DILUTED NET LOSS PER COMMON SHARE    $   (0.09)     $   (0.13)      $   (0.16)      $   (0.21)
                                                      =========      =========       =========       =========
       WEIGHTED AVERAGE NUMBER OF
            COMMON STOCK SHARES OUTSTANDING,
            BASIC AND DILUTED                         4,562,084      3,064,966       4,145,418       3,037,653
                                                      =========      =========       =========       =========
</TABLE>

                       See accompanying condensed notes.


                                       4

<PAGE>

                                ELGRANDE.COM INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                  Six Months       Six Months
                                                                     Ended            Ended
                                                                 November 30,      November 30,
                                                                     2003              2002
                                                                 (unaudited)        (unaudited)
                                                                  ---------          ---------
<S>                                                               <C>                <C>
Cash flows from operating activities:
    Net loss                                                      $(676,406)         $(641,007)
    Adjustments to reconcile net loss
       to net cash used by operating activities:
          Services paid by issuance of common stock and options     166,640            162,272
          Stock issued for rent                                       2,400                 --
          Depreciation and amortization                              76,940             69,517
          Bad debt expense                                               --             17,585
       Increase in:
          Accounts receivable                                       (33,443)           (16,099)
          Inventory                                                (113,513)           (49,015)
          Employee advance receivable                                   876                 --
          Other assets                                               60,632             (4,424)
          Accrued liabilities                                        44,631             83,663
          Accrued interest                                            9,373              5,004
          Accounts payable                                           67,464             37,294
                                                                  ---------          ---------
    Net cash used in operating activities                          (394,406)          (334,477)
                                                                  ---------          ---------
Cash flows from investing activities:
    Deposits                                                        (21,713)               733
    Purchase of property and equipment                              (19,460)            (1,500)
                                                                  ---------          ---------
    Net cash used in investing activities                           (41,173)              (767)
                                                                  ---------          ---------
Cash flows from financing activities:
    Proceeds from loans                                             174,459            350,000
    Proceeds from loans, related party                              161,762             12,795
    Repayment of loans                                                   --            (34,294)
    Issuance of stock                                               113,340                 --
                                                                  ---------          ---------
    Net cash provided by financing activities                       449,561            328,501
                                                                  ---------          ---------
Net increase (decrease)  in cash                                     13,982             (7,476)

    Foreign currency translation gain (loss)                          3,275              8,392

Cash, beginning of period                                            20,602              9,428
                                                                  ---------          ---------
Cash, end of period                                               $  37,859          $  10,344
                                                                  =========          =========
SUPPLEMENTAL DISCLOSURES:
    Cash paid for interest and income taxes:
       Interest                                                   $   1,275          $   8,312
                                                                  =========          =========
       Income taxes                                               $      --          $      --
                                                                  =========          =========
NON-CASH INVESTING AND FINANCING ACTIVITIES:
    Services paid by issuance of stock and                        $ 166,640          $ 162,272
       options
    Warrants issued for financing fees                            $      --          $      --
    Stock issued for debt                                         $ 955,200          $      --
    Stock issued for rent                                         $   2,400          $      --
</TABLE>

                       See accompanying condensed notes.


                                       5

<PAGE>


                                ELGRANDE.COM INC.
               NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                NOVEMBER 30, 2003

The financial statements have been prepared in accordance with generally
accepted accounting principles for the interim financial information with the
instructions to Form 10-QSB and Rule 10-01 of Regulation S-X. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion
of the Company's management, all adjustments (consisting of only normal
accruals) considered necessary for a fair presentation have been included.

For further information refer to the financial statements and notes thereto
included in the Company's Annual Report on Form 10-KSB for the year ended May
31, 2003.

The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. The Company has suffered material
recurring losses from operations since inception. At November 30, 2003, the
Company has a working capital deficit of $1,953,625 an accumulated deficit of
$9,022,024 and negative cash flows from operations. These factors raise
substantial doubt about the Company's ability to continue as a going concern.

Continuation of the Company is dependent on achieving sufficiently profitable
operations and obtaining additional financing. Management has and is continuing
to raise additional capital from various sources. In addition to its website,
shopengine.net, which competes in the arts and handcrafts sector, the Company
has developed a wholesale division which sources unique home decor items from
Europe and Asia for distribution in North America. There can be no assurances
that the Company will be successful in raising additional capital. The financial
statements do not include any adjustment relating to the recoverability and
classification of assets and liabilities that might be necessary should the
Company be unable to continue as a going concern.

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue and Cost Recognition
--------------------------------------------------------------------------------

Revenue through the shopengine.net website is recognized as commission, pursuant
to EITF Issue No. 99-19, "Reporting Revenue Gross as a Principal versus Net as
an Agent", as the Company acts as an online agent for multiple international
artisans.

The Company recognized revenue for product sales when the products are shipped
and title passes to customers.

Cost of sales consists of the purchase price of products sold, inbound and
outbound shipping charges and packaging supplies.

Accounts Receivable
--------------------------------------------------------------------------------

The Company carries its accounts receivable at cost. The Company has not carried
accounts receivable in the past and is in the process of developing a policy for
recognizing doubtful accounts.


                                       6
<PAGE>


The Company's policy is to accrue interest on trade receivables 30 days after
invoice date. A receivable is considered past due if the Company does not
receive payment within 30 days. At that time, the Company will discontinue
accruing interest and turn the account over for collection. If a payment is made
after it has been turned over for collection, the Company will apply the payment
to the outstanding principal first and resume accruing interest. Accounts are
written 6 off as "uncollectible" if no payments are received 90 days after they
have been turned over for collection.

Inventories
--------------------------------------------------------------------------------

Inventory at November 30, 2003 consists of a variety of art works and other
consumer products. Inventories, consisting of art works, are recorded using the
specific identification method and valued at the lower of cost or market value.
Inventory consisting of manufactured products are recorded using the first in
first out method and valued at the lower of cost or market value.

NOTE 2 - COMMON STOCK AND WARRANTS

During the three months ended November 30, 2003, the Company issued 3,698,835
shares of common stock for debt and services valued at $1,124,240. All stock was
issued at its fair market value at the date of grant.

In August 2003 the Company effected a 10 for 1 reverse split of the company's
capital stock. As result of the reverse split, the Company's authorized common
stock decreased from 200,000,000 to 20,000,000 shares. Capital restructuring was
a necessary step in order to enable the Company to raise additional funding to
support and grow the business.

All references to stock, options and warrants have been restated to reflect the
reverse stock split.

NOTE 3 - STOCK OPTIONS

During the previous fiscal year ended May 31, 2003 the Company's board of
directors approved the Elgrande.com, Inc. 2003 Stock Options Plan. The Company
may issue up to 500,000 common stock options with a maximum per share price of
$0.05.

During the three months ended November 30, 2003, the Company issued any stock
option from this plan.

The following is a summary of stock option activity:

                                            Number of           Weighted Average
                                              Shares             Exercise Price
                                            ---------           ----------------
Outstanding at 5-31-02                      365,500                  $ 6.10
Granted --
Exercised --
Forfeited --

Outstanding at 5-31-03                      365,500                  $ 6.10
Granted --
Exercised --
Forfeited --


                                       7
<PAGE>


Outstanding at 11-30-03                     365,500                  $ 6.10
Options exercisable at 11-30-03             365,500                  $ 6.10
--------------------------------------------------------------------------------
Weighted average fair value of options granted
during the period ended November 30, 2003                            $ -0-

NOTE 4 - NOTES AND DEBENTURES PAYABLE

Short-term Notes
--------------------------------------------------------------------------------

During the six months ended November 30, 2003, the Company's officers loaned the
Company $38,730 to fund continuing operations. During the three months ended
November 30, 2003, the Company also received a short-term loan of $89,374 from
an individual with interest terms of 12% per annum and repayment to be made in
either cash or common stock.

NOTE 5 - INVESTMENT IN EUROPEAN SUBSIDIARY

In the quarter ended August 31, 2002, the Company invested $100,000 in its
wholly owned European subsidiary, Elgrande Europe AG, stock of which has a par
value of one euro. The subsidiary was created to provide an operating presence
in Europe. At November 30, 2003, there were no sales activity recorded in the
European Company. Elgrande Europe AG has been consolidated in these financial
statements.


                                       8

<PAGE>


                               ELGRANDE.COM, INC.

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

Cautionary Statement Regarding Forward-Looking Statements

This quarterly report contains forward-looking statements as that term is
defined in the Private Securities Litigation Reform Act of 1995. These
statements relate to future events or our future financial performance. Some
discussions in this report may contain forward-looking statements that involve
risk and uncertainty. A number of important factors could cause our actual
results to differ materially from those expressed in any forward-looking
statements made by us in this report. Forward-looking statements are often
identified by words like: "believe", "expect", "estimate", "anticipate",
"intend", "project" and similar expressions or words which, by their nature,
refer to future events.

In some cases, you can also identify forward-looking statements by terminology
such as "may", "will", "should", "plans", "predicts", "potential" or "continue"
or the negative of these terms or other comparable terminology. These statements
are only predictions and involve known and unknown risks, uncertainties and
other factors that may cause our actual results, levels of activity, performance
or achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by these
forward-looking statements.

Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity or achievements. Except as required by applicable law, including the
securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual results.

RESULTS OF OPERATIONS

Comparison of the three months ended November 30, 2003 and 2002.

In November 2002 the Company launched its wholesale division, European Sources
Direct (ESD). Since then, the Company has established wholesale sales
representation in key U.S. and Canadian regional giftware and home decor
wholesale centers. The Company has secured certain exclusive corporate and
wholesale distribution rights for products within the USA, Canada and Mexico.

For the quarter ended November 30, 2003, the Company had revenues of $276,552
versus $17,371 for the same period ending last year. This increase in revenues
is primarily due to the strong performance of Elgrande's inaugural product-line,
The Love Plates, in the giftware and home decor market.

For the quarter ended November 30, 2003, cost of revenues increased to $177,646.
This represents the cost of inventory sold and the corresponding freight-in
charges of importing products.

For the quarter ended November 30, 2003, gross profit was $98,906 versus $5,537
for the same period ending last year.


                                        9

<PAGE>


Comparison of the six months ended November 30, 2003 and 2002.

For the six months ended November 30, 2003, the Company had revenues of
$441,242 versus $17,467 for the same period ending last year. This increase in
revenues is primarily due to the strong performance of Elgrande's inaugural
product-line, The Love Plates, in the giftware and home decor market.

For the six months ended November 30, 2003, cost of revenues increased to
$297,788. This represents the cost of inventory sold and the corresponding
freight-in charges of importing products.

For the six months ended  November 30, 2003, gross profit was $143,454 versus
$5,633 for the same period ending last year.

In addition, the Company had pending sales of $124,000 booked as at November 30,
2003.

Revenue accounts for sales of products that have been delivered to customers.
Pending sales are sales orders that have been received but not shipped. The
financial statements do not reflect pending sales as per GAAP.

Management is currently working to improve the company's operations. By
improving inventory management, shipping logistics and product handling, we
believe that costs of revenues can be further lowered to improve gross profits.

CHANGES IN FINANCIAL CONDITION

A summary of expenses for the three months ended November 30, 2003 compared to
the same period in 2002 is as follows:

                                                       2003         2002
                                                     -------      -------
         Consulting                                 $ 65,905     $ 23,157
         Selling Expense                             111,349        8,461
         Legal and other                              15,373      151,091
         Salaries                                    143,901       54,605
         Depreciation and amortization                40,047       34,204
         Office and administration                    12,841       39,442
         Travel and entertainment                     16,097        6,443
         Rent                                         17,898       10,208
         Marketing and public relations               49,939        1,417
                                                     -------      -------
                                                     473,353      380,328
                                                     =======      =======

There were some changes in the Company's financial condition. Significant
changes that warrant discussion include:


                                       10
<PAGE>


Consulting Fees

Consulting fees for the six months ended November 30, 2003 were lower versus the
prior year's six months due to the reduction in consulting contracts.

Selling Expense

With the increase in wholesale business activity, $111,349 was incurred as a
sales commission expense.

Legal and Other

This year the Company did not incur any significant legal fees. This is a sharp
contrast to the same period ending in August 31, 2002 when the Company incurred
legal fees in incorporating Elgrande's European subsidiary, Elgrande Europe AG.
However, due to the increased sales volume and business activity, auditing fees
have increased as well as fees paid for investor relations activities.

Salaries

The increase in salaries expense is due to the hiring of additional employees to
support sales, marketing and operations. This will provide Elgrande the needed
capacity handle the expected growth in its wholesale business.

Office and Administration

The increase in Office and Administration expenses for the six months ended
November 30, 2003 is directly related to the increase in wholesale business
activity. The significant components of this expense include office and
warehouse supplies expenses, courier charges for samples, etc.

Management is currently investigating other ways to improve its business
administration. This may involve additional investments in information
technology to create efficiencies.

Travel and Entertainment

Travel and entertainment expenses also increased by $9,654 during the three
months ended November 30, 2003 as compared with 2002. This is primarily due to
the continuous promotion of Elgrande's wholesale products throughout the North
America market.

Marketing and Public Relations

The Company incurred Marketing and Public Relations expenses of $49,939 during
the three months ending November 30, 2003 versus $2,717 for the previous year's
three months. The increase is due to the higher volume of product information
sheets given to sales agencies for marketing purposes and the additional news
releases printed regarding Elgrande's business activities.

Overall, operating expenses were generally higher due to the recent
strengthening of the Canadian dollar.

LIQUIDITY AND CAPITAL RESOURCES

TRENDS LIKELY TO HAVE A MATERIAL IMPACT ON SHORT & LONG TERM LIQUIDITY

THE SUCCESS OF THE WHOLESALE LINE


                                       11
<PAGE>


In the previous fiscal year, the Company established relationships with a
network of 12 wholesale marketing agencies and representatives covering the
North American market. The Company also negotiated exclusive distribution
agreements with suppliers that are providing the key products in the Company's
product line. Having established pan North American sales representation, along
with the strength of its existing product line, Management believes that
revenues will continue to grow to reach its full potential. This will position
the Company to be cash flow positive, self-sustaining and ultimately,
profitable.

UNCERTAINTIES LIKELY TO HAVE A MATERIAL IMPACT ON SHORT & LONG TERM LIQUIDITY

Uncertainties and/or fluctuations in the marketplace have an impact on liquidity
that cannot be quantified at this time.

INTERNAL AND EXTERNAL SOURCES OF CAPITAL

The Company has limited assets to sell in order to create short or long term
liquidity. Therefore the Company is dependant on a combination of external
sources for funding and the developing trend to positive net cash flow to
maintain liquidity.

The Company anticipates the need to develop sufficient inventory to meet sales
demand. Short term, the Company will have to rely on external sources for
funding to support immediate inventory requirements. Long-term, inventory
build-up is planned to coincide with the Company's ability to generate positive
cash flow. Until such time as the Company has positive cash flow on a monthly
basis, the dependence on external capital will remain.

There are no guarantees that the Company will be able to raise external capital
in sufficient amounts or on terms acceptable to the Company. The ability of the
Company to demonstrate a consistent trend of positive cash flow and profitable
quarters may have a beneficial effect on liquidity.

TRENDS, EVENTS OR UNCERTAINTIES THAT HAVE HAD OR THAT ARE REASONABLY EXPECTED TO
HAVE A MATERIAL IMPACT ON NET SALES OR REVENUES OR INCOME FROM CONTINUING
OPERATIONS

OPERATING ACTIVITIES

As revenue grows, so does the potential for trends, events and uncertainties to
influence future cash flow and revenue.

The Company's wholesale activity is centered on procuring, importing, marketing
and selling international products within the North American wholesale market.
The current principal countries of supply are Germany and China. The Company has
negotiated exclusivity of product supply and a currency accommodation with its
principal suppliers. This will secure for the Company a level of uniqueness of
products in the marketplace and a reduction of exposure to foreign currency
fluctuations between the Euro and US dollars.


                                       12
<PAGE>


Until such time as the Company is able to diversify its source of supply and
range of product, interruptions in supply from manufacturers may have a negative
impact on operations, as would any major reduction in consumer demand.

There are no known seasonal aspects that have a material effect on the financial
condition or results of operations.

The Company generated negative cash flow from operating activities for the
period from inception (April 8, 1998) through November 30, 2003. The Company
realized negative cash flow of $394,406 from operating activities for the three
months ending November 30, 2003 compared to negative cash flow of $335,210 from
operating activities for the three months ending November 30, 2002.

INVESTING ACTIVITIES

Investing activities for the period from inception through November 30, 2003
consisted primarily of the purchase of inventory, property and equipment and
soft costs associated with the development of the Company's wholesale activities
and websites.

FINANCING ACTIVITIES

Since inception, the Company has financed operations through proceeds from the
issuance of equity and debt securities and loans from shareholders and others.
To date, the Company has raised approximately $7 million from the sale of common
stock and have borrowed approximately $2 million from investors and
shareholders. Funds from these sources have been used as working capital to fund
the on-going development of the European Sources Direct wholesale division and
the Artware Direct website.

During the quarter ending August 31, 2003, the Company underwent capital
restructuring. Over the past several months the Company has been engaged in a
turnaround process that entailed shifting the business focus to importing and
wholesale distribution in the giftware and home decor sector. This transition
has been extremely successful as evidenced by the Company's increasing sales and
revenue. The Company's Board and management have been focused on carefully
examining ways and means of continuing to move ahead. This process included
speaking with key suppliers, large customers and potential funding sources. By
August 2003, it had become clear that capital restructuring was a necessary step
to allow the Company to expand its product base, to sign large customers, to
improve its due diligence profile with key account customers and suppliers, and
to conclude negotiations for the funding necessary to support and grow the
business. Upon reviewing these facts and on the advice of counsel, the Board
decided that it was in the long-term best interest of the Company and its
shareholders to effectuate a change in the capital structure of the Company, and
thereby provide the Company with a more stable base to build upon. In August
2003 the Company effected a 10 for 1 reverse split of the Company's common
stock.


                                       13
<PAGE>


In the quarter ended November 30, 2003, $1,124,240 of the Company's debt was
converted into common stock by the issuance of 3,698,835 shares of common stock.
The conversion will facilitate the ability to raise capital to finance the
Company's future growth. In addition, this alleviates the interest burden on the
Company's operating cash flow.

ITEM 3. CONTROLS AND PROCEDURES.

QUARTERLY EVALUATION OF THE COMPANY'S DISCLOSURE CONTROLS AND INTERNAL CONTROLS.

Within the 90 days prior to the date of this Quarterly Report on Form 10-QSB,
the Company evaluated the effectiveness of the design and operation of its
"disclosure controls and procedures" (Disclosure Controls), and its "internal
controls and procedures for financial reporting" (Internal Controls). This
evaluation (the Controls Evaluation) was done under the supervision and with the
participation of management, including our Chief Executive Officer (CEO). Rules
adopted by the SEC require that in this section of the Quarterly Report we
present the conclusions of the CEO about the effectiveness of our Disclosure
Controls and Internal Controls based on and as of the date of the Controls
Evaluation.

CEO CERTIFICATIONS.

Appearing immediately following the Signatures section of this Quarterly Report
there are two separate forms of "Certifications" of the CEO. The first form of
Certification is required in accord with Section 302 of the Sarbanes-Oxley Act
of 2002 (the Section 302 Certification). This section of the Quarterly Report
which you are currently reading is the information concerning the Controls
Evaluation referred to in the Section 302 Certifications and this information
should be read in conjunction with the Section 302 Certifications for a more
complete understanding of the topics presented.

DISCLOSURE CONTROLS AND INTERNAL CONTROLS.

Disclosure Controls are procedures that are designed with the objective of
ensuring that information required to be disclosed in our reports filed under
the Securities Exchange Act of 1934 (Exchange Act), such as this Quarterly
Report, is recorded, processed, summarized and reported within the time periods
specified


                                       14
<PAGE>


in the Securities and Exchange Commission's (SEC) rules and forms. Disclosure
Controls are also designed with the objective of ensuring that such information
is accumulated and communicated to our management, including the CEO, as
appropriate to allow timely decisions regarding required disclosure. Internal
Controls are procedures which are designed with the objective of providing
reasonable assurance that (1) our transactions are properly authorized; (2) our
assets are safeguarded against unauthorized or improper use; and (3) our
transactions are properly recorded and reported, all to permit the preparation
of our financial statements in conformity with generally accepted accounting
principles.

LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS.

The Company's management, including the CEO, does not expect that our Disclosure
Controls or our Internal Controls will prevent all error and all fraud. A
control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. Further, the design of a control system must reflect the fact that
there are resource constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within the Company have been
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of simple
error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people, or by management
override of the control. The design of any system of controls also is based in
part upon certain assumptions about the likelihood of future events, and there
can be no assurance that any design will succeed in achieving its stated goals
under all potential future conditions; over time, control may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate. Because of the inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and
not be detected.

SCOPE OF THE CONTROLS EVALUATION.

The CEO evaluation of our Disclosure Controls and our Internal Controls included
a review of the controls' objectives and design, the controls' implementation by
the Company and the effect of the controls on the information generated for use
in this Quarterly


                                       15
<PAGE>


Report. In the course of the Controls Evaluation, we sought to identify data
errors, controls problems or acts of fraud and to confirm that appropriate
corrective action, including process improvements, were being undertaken.

This type of evaluation will be done on a quarterly basis so that the
conclusions concerning controls effectiveness can be reported in our Quarterly
Reports on Form 10-QSB and Annual Report on Form 10-KSB. Our Internal Controls
are also evaluated on an ongoing basis by our independent auditors in connection
with their audit and review activities. The overall goals of these various
evaluation activities are to monitor our Disclosure Controls and our Internal
Controls and to make modifications as necessary; our intent in this regard is
that the Disclosure Controls and the Internal Controls will be maintained as
dynamic systems that change (including with improvements and corrections) as
conditions warrant.

Among other matters, we sought in our evaluation to determine whether there were
any "significant deficiencies" or "material weaknesses" in the Company's
Internal Controls, or whether the Company had identified any acts of fraud
involving personnel who have a significant role in the Company's Internal
Controls. This information was important both for the Controls Evaluation
generally and because items 5 and 6 in the Section 302 Certifications of the CEO
require that the CEO disclose that information to our Board's Audit Committee
and to our independent auditors and to report on related matters in this section
of the Quarterly Report. In the professional auditing literature, "significant
deficiencies" are referred to as "reportable conditions"; these are control
issues that could have a significant adverse effect on the ability to record,
process, summarize and report financial data in the financial statements. A
"material weakness" is defined in the auditing literature as a particularly
serious reportable condition where the internal control does not reduce to a
relatively low level the risk that misstatements caused by error or fraud may
occur in amounts that would be material in relation to the financial statements
and not be detected within a timely period by employees in the normal course of
performing their assigned functions. We also sought to deal with other controls
matters in the Controls Evaluation, and in each case if a problem was
identified, we considered what revision, improvement and/or correction to make
in accord with our on-going procedures.

In accord with SEC requirements, the CEO notes that, since the date of the
Controls Evaluation to the date of this Quarterly Report, there have been no
significant changes in Internal Controls or in other factors that could
significantly affect Internal Controls,


                                       16
<PAGE>


including any corrective actions with regard to significant deficiencies and
material weaknesses.

CONCLUSIONS.

Based upon the Controls Evaluation, our CEO has concluded that, subject to the
limitations noted above, our Disclosure Controls are effective to ensure that
material information relating to Elgrande.com Inc. and its subsidiaries is made
known to management, including the CEO, particularly during the period when our
periodic reports are being prepared, and that our Internal Controls are
effective to provide reasonable assurance that our financial statements are
fairly presented in conformity with generally accepted accounting principles.


                                       17

<PAGE>


                           PART II - OTHER INFORMATION

ITEM  1

                  Legal  Proceedings

None

ITEM  2

                  Changes  in Securities

      (a) Not applicable.

      (b) Not applicable.

      (c) The following provides information of all sales of outstanding stock
in the quarters ended August 31 and November 30, 2003 which were not registered
under the Securities Act of 1933 (the "Act"):

                                                          Total Offering
                                                          Price/
                                            Principal     Underwriting
Date         Title and Amount   Purchasers  Underwriter   Discounts
-------      ----------------   ----------  -----------   --------------
August,      74,517 shares      Private         NA        Subscription
2003         of common stock    Investor                  Agreement
                                                          valued at
                                                          $3,085/NA

August,      74,517 shares      Private         NA        Subscription
2003         of common stock    Investor                  Agreement
                                                          valued at
                                                          $3,085/NA

September,   2,282,486 shares   Private         NA        Loans valued at
2003         of common stock    Investor                  $875,000/NA

September,   51,400 shares      Private         NA        Consulting fees
2003         of common stock    Investor                  valued at $15,420/NA

September,   167,000 shares     Private         NA        Convertible Debentures
2003         of common stock    Investor                  valued at $47,700, and
                                                          Rental Fees valued at
                                                          $2,400/NA

September,   857,100 shares     Private         NA        Consulting Fees
2003         of common stock    Investor                  valued at $151,220/NA


                                       18
<PAGE>


September,   232,516 shares     Private         NA        Stock Warrants
2003         of common stock    Investor                  valued at $18,601/NA

September,   83,333 shares      Private         NA        Subscription
2003         of common stock    Investor                  Agreement valued at
                                                          $25,000/NA

September,   25,000 shares      Private         NA        Subscription
2003         of common stock    Investor                  Agreement valued at
                                                          $7,500/NA

September,   2,500,000 shares   Private         NA        Subscription
2003         of common stock    Investor                  Agreement valued at
                                                          $1,000,000/NA

----------
* Share numbers are pre-reverse split.

(d) Not applicable.

ITEM  3

                  Defaults Upon Senior Securities

None

ITEM  4

                  Submission of Matters to a Vote of Security Holders

None

ITEM  5

                  Other Information

Changes in Our Board of Directors

On December 1, 2003, Paul Morford resigned as a director of the Company.

On January 14, 2004, the Board of Directors of the Company elected Murat F.
Erbatur as a director to fill the vacancy on the Board resulting from the
resignation of Paul Morford.

Mr. Erbatur founded and is President and CEO of MCM Integrated Technologies Ltd
and ScanTech Imaging Corp. MCM is a leading provider of information technology
products and services in Canada. ScanTech Imaging Corp. is the market leader in
North America in fillable and linkable forms for the mutual fund industry. Mr.
Erbatur has spent most of his 32-year professional career in computers and their
applications in technical and business environments. His career includes 11
years with Swan Wooster Engineering, Vancouver, Canada from 1972 through 1983;
the next three years as Vice President of Engineering Software Development
Corp., San Francisco, Californis; the next two years as Director of Marketing
with REBIS Industrial Work Group Software, Oakland, California; and the next six
years with Simons International, Vancouver, Canada, as Manager, Computer
Applications.

Mr. Erbatur received a B.Sc. degree in Civil Engineering from Robert College
(Istanbul, Turkey) in 1972 and a Masters degree in Engineering from University
of British Columbia in 1973.


                                       19

<PAGE>


Acquisition of Biscayne Bay Trading Corporation

     We are in the business of designing, sourcing, importing, marketing and
distributing products in the giftware, home decor and artware sectors. We sell
to North American retail stores through a network of sales agencies and
independent sales representatives. Our largest seller is the "Love Plate" line
of designer tableware from Plates GmbH, a division of Germany's largest glass
producer, Walther Glass GmbH & Co. KG. We have exclusive representation for the
Love Plates line in North America. Our sales coverage includes the key market
centers in Dallas, Los Angeles, New York, Denver, Chicago, Atlanta, Seattle, San
Francisco Toronto and Montreal. These sales territories cover 82 percent of the
U.S. and Canadian population.

     While the Southeast region of the U.S. is one of the sector's strongest
sales territories, it is a region where Elgrande is not as well represented as
would be appropriate. In late-August through mid-September, Elgrande was
approached by Biscayne Bay Trading Corporation, a Florida corporation
("Biscayne"). Biscayne was created to market and sell leading home decor and
office furnishing products, and its business model was built on identifying and
obtaining distribution rights to new and up-coming products. More specifically,
Biscayne suggested to Elgrande that, as a result of research it had undertaken,
Biscayne believed it could significantly improve distribution of Elgrande's
largest seller, namely its "Love Plate" line of designer tableware from Plates
GmbH, in the Southeast region of the U.S. and that Biscayne and Elgrande enter
into a business combination. The shareholder of Biscayne would exchange all of
its shares of Biscayne for shares of Elgrande common stock. Thus, Biscayne would
become a wholly-owned subsidiary of Elgrande and thereafter merge into Elgrande.

     Following these discussions, Biscayne entered into a Subscription Agreement
(the "Biscayne Subscription Agreement") with a Colorado Accredited Investor
whereby Biscayne sold up to $1,000,000.00 in Convertible Debentures (the
"Biscayne Convertible Debentures"), together with underlying authorized but
unissued shares of Common Stock of Biscayne into which the Biscayne Debentures
may be converted (collectively, the "Biscayne Securities"), to that Accredited
Investor. Pursuant to Rule 504 (b) (1) (iii) of Regulation D under the
Securities Act of 1933, as amended (the "Securities Act"), securities issued
under a state law exemption that permits general solicitation and general
advertising so long as sales are made only to "Accredited Investors" (as that
term is defined in Regulation D) are unrestricted. Since Section 11-51-308 (1)
(p), C.R.S., and Sec. 51-3.13B, Colorado Regulations, promulgated thereunder,
permit general solicitation and general advertising of securities so long as
sales are made only to `accredited investors'; and since the Biscayne
Convertible Debentures were offered and sold exclusively to an accredited
investor which is a resident of Colorado, Biscayne issued, and the Accredited
Investor purchased, unrestricted securities within the meaning of Rule 504 (b)
(1) (iii) under the Securities Act and Section 11-51-308 (1) (p), Colorado
Revised Statutes, and Sec. 51-3.13B, Colorado Regulations.


                                       20

<PAGE>


     In addition, the agreement between Biscayne and the Accredited
Investor/Holder required Biscayne to deposit shares of unrestricted Common Stock
of Biscayne (speficially, the "Biscayne Security Shares"; generically, "Security
Stock") with the Holder of the Biscayne Convertible Debentures as security for
Biscayne's performance under those Convertible Debentures. These Biscayne
Security Shares were not in addition to the shares to be issued upon conversion
of the Biscayne Convertible Debentures (as referenced below), and they could be
disposed of if, and only if, Biscayne were to default under the Biscayne
Convertible Debentures. Therefore, once the Biscayne Convertible Debentures have
been satisfied, the Biscayne Security Share will be canceled.

     As a result of the sale of the Biscayne Convertible Debentures, Biscayne
had the financial resources in place to implement and support its own
Business/Growth Plan, or, to assist Elgrande in a more effective exploitation of
the market for Elgrande's products, including, in particular, the distribution
of the "Love Plate" line of designer tableware from Plates GmbH, in the
Southeast region of the US.

     Accordingly, on October 29, 2003, Elgrande entered into a Share Exchange
Agreement with the shareholder of Biacayne, to wit, Nicholas, Moore, and
Associates, Inc., by means of which Nicholas, Moore, and Associates, Inc.
exchanged all of its shares of Biscayne (consisting of 35,000 shares of Common
Stock, Par Value $0.001 per share) for a total of 35,000 newly-issued shares of
Elgrande's Common Stock, Par Value $0.001 per share.

     Following that, on October 30, 2003, Biscayne entered into a Plan of Merger
with Elgrande, whereby Elgrande was the survivor. (Since Biscayne was a
wholly-owned subsidiary of Elgrande within the meaning of the Corporation Law of
Nevada and Florida, approval was not necessary from the shareholders of either
the Subsidiary or the Parent; Director approval was sufficient.) Pursuant to the
Merger, and by operation of law, the rights and obligations of Biscayne with
respect to all entities, including the Accredited Investor, enured to the
benefit of and became binding upon Elgrande. Consequently, as a result of the
Merger, (a) the rights and obligations of Biscayne under the Subscription
Agreement whereby Biscayne sold the Biscayne Convertible Debentures to the
Accredited Investor enured to the benefit of and became binding upon Elgrande,
so that any subsequent funding under the Subscription Agreement would be
received by Elgrande, and (b) the original Biscayne Convertible Debentures,
together with the underlying shares of Biscayne's Common Stock into which the
Biscayne Debentures were convertible from time to time, were converted into
identical debentures of Elgrande (the "Elgrande Convertible Debentures"),
together with shares of underlying Common Stock of Elgrande into which the
Elgrande Convertible Debentures may be converted. In addition, by operation of
law and the Plan of Merger, Elgrande also assumed and became responsible for all
of Biscayne's rights and obligations with respect to Security Stock, so that
2,500,000 unrestricted shares of Elgrande Common


                                       21

<PAGE>


Stock, not bearing a Restrictive Legend, were delivered to the Accredited
Investor to be held as security for Elgrande's performance under the Elgrande
Convertible Debentures and could be sold, if, any only if, there be a default
under the terms of the Elgrande Debentures.

     The description of the Agreements discussed above is qualified in its
entirety by reference to such agreements, which are attached as Exhibits hereto
and incorporated herein by reference.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits.

2.1      Plan of Merger between Elgrande.com, Inc, and Biscayne Bay Trading
         Corporation, dated as of October 30, 2003.

4.7      8% Series A Senior Subordinated Convertible Redeemable Debenture due
         October 31, 2004.

4.8      Assignment and Assumption Agreement dated October 31, 2003, between
         Biscayne Bay Trading Corporation and the Registrant.

10.15    Share Exchange Agreement, dated as of October 29, 2003, by and between
         Elgrande.com, Inc., Nicholas, Moore, and Associates, Inc., and Biscayne
         Bay Trading Corporation, filed herewith.

31.1     Certification of Michael F. Holloran Pursuant to Pursuant to Section
         302 of the Sarbanes-Oxley Act of 2002, filed herewith, filed herewith.

32.1     Certification of Michael F. Holloran Pursuant to 18 U.S.C. Section
         1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
         2002, filed herewith.

(b) Reports on Form 8-K relating to the quarter ended August 31, 2003.

         The Company did not file any reports on Form 8-K during the quarter
ended November 30, 2003.


                                       22
<PAGE>

                                   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 14, 2003

Exhibit Number             Description
--------------             -----------

2.1      Plan of Merger between Elgrande.com, Inc, and Biscayne Bay Trading
         Corporation, dated as of October 30, 2003.

4.7      8% Series A Senior Subordinated Convertible Redeemable Debenture due
         October 31, 2004.

4.8      Assignment and Assumption Agreement dated October 31, 2003, between
         Biscayne Bay Trading Corporation and the Registrant.

10.15    Share Exchange Agreement, dated as of October 29, 2003, by and between
         Elgrande.com, Inc., Nicholas, Moore, and Associates, Inc., and Biscayne
         Bay Trading Corporation.

31.1     Certification of Michael F. Holloran Pursuant to Pursuant to Section
         302 of the Sarbanes-Oxley Act of 2002, filed herewith.

32.1     Certification of Michael F. Holloran Pursuant to 18 U.S.C. Section
         1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
         2002, filed herewith.


                                       23