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 six month period ended: November 30, 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 January 25, 2000, the  Registrant  had  11,903,438  shares of Common Stock
issued and 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>


INDEX

Part I   Financial Information

Item 1   Financial Statements

          Balance Sheets as of May 31, 1999 and November 30, 1999
          Statement  of  Operations  (for the three  months and six months ended
          November 30, 1998 and November 30, 1999)
          Statement  of Cash  Flows (for the three  months and six months  ended
          November 30, 1998 and November 30, 1999)

Item 2   Management Discussion and Analysis

Part II  Other Information

Item 1   Legal Proceedings:  None

Item 2   Changes in Securities

Item 3   Default upon Senior Securities:  None

Item 4   Submission of Matters to a Vote of Security Holders:  None

Item 5   Exhibits and Reports on Form 8-K:  Exhibit 27: Financial Data Schedule


<PAGE>


<TABLE>
<CAPTION>


Part I   Financial Information
==============================

Item 1   Financial Statements
-----------------------------


                                ELGRANDE.COM INC.
                          (A Development Stage Company)

                           CONSOLIDATED BALANCE SHEETS

                                                                    6 months ended    Fiscal year
                                                                        Nov 30,          ended
                                                                         1999         May 31, 1999
                                                                     (unaudited)
-------------------------------------------------------------------------------------------------------


 ASSETS
     CURRENT ASSETS
<S>                                                                  <C>             <C>
         Cash                                                        $   (40,805)    $    371,266
         Employee expense advances                                        57,433           18,920
         GST tax refundable                                               39,771            9,657
         Prepaid expenses                                                      -           51,401
             TOTAL CURRENT ASSETS                                         56,399          451,244
                                                                     -------------   -------------


     PROPERTY AND EQUIPMENT
         Computer hardware                                                96,762           82,292
         Furniture and fixtures                                           79,742           53,497
         Database and software                                           545,645          408,370
         Less accumulated depreciation and amortization                  (74,226)         (19,522)
                                                                     -------------   -------------
             TOTAL PROPERTY AND EQUIPMENT                                647,923          524,637
                                                                     -------------   -------------

     OTHER ASSETS

         Deposits                                                         29,491           43,460
         Investments Note 3                                               60,000                -
                                                                     -------------   -------------
             TOTAL OTHER ASSETS                                           89,491           43,460
                                                                     -------------   -------------

         TOTAL ASSETS                                                $   793,813     $  1,019,341
                                                                     =============   =============


LIABILITIES & STOCKHOLDERS' EQUITY
     CURRENT LIABILITIES
         Accounts payable                                            $   804,215     $     29,976
         Accounts payable, related party                                       -           25,000
         Accrued liabilities                                              64,005            8,450
         Accrued interest                                                      -            5,811
         Stock over-subscription payable                                       -          112,000
         Current portion of long-term debt                                     -            7,257
         Revenue Clearing                                                (12,323)               -
         Loans Payable                                                    30,000                -
                                                                     -------------   -------------
             TOTAL CURRENT LIABILITIES                                   885,896          188,494
                                                                     -------------   -------------


     LONG-TERM DEBT

         Lease, net of current portion                                    37,501           17,516
         Note payable, net of current portion                                  -           39,543
                                                                     -------------   -------------
             TOTAL LONG-TERM LIABILITIES                                  37,501           57,059
                                                                     -------------   -------------
         TOTAL LIABILITIES                                               923,397          245,553
                                                                     -------------   -------------


     COMMITMENTS AND CONTINGENCIES                                             -                -
                                                                     -------------   -------------


     STOCKHOLDERS' EQUITY
         Common stock, 200,000,000 shares authorized,
             $.001 par value; 11,903,438 and 10,793,800 shares
             outstanding, respectively  Note 4                            11,766           11,119
         Additional paid-in capital                                    3,198,850        1,952,671
         Subscriptions receivable                                              -                -
         Deficit accumulated during development stage                 (3,362,400)      (1,208,160)
         Accumulated other comprehensive income                           22,200           18,158
                                                                     -------------   -------------
         TOTAL STOCKHOLDERS' EQUITY                                     (129,584)         773,788
                                                                     -------------   -------------


         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                      793,813     $  1,019,341
                                                                     =============   =============


</TABLE>


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



<PAGE>

<TABLE>
<CAPTION>

                                ELGRANDE.COM INC.
                          (A Development Stage Company)
          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                                   (Unaudited)


                                                                      3 months        6 months         3 months       6 months
                                                                        ended          ended             ended         ended
                                                                     November 30,    November 30,     November 30,   Novmber 30,
                                                                        1999            1999              1998           1998
---------------------------------------------------------------------------------------------------------------------------------

<S>                                                                  <C>             <C>              <C>            <C>
R E V E N U E S                                                      $       253              253     $       57             57
                                                                     -------------   -------------    -----------    ------------

E X P E N S E S
      Consulting fees                                                    131,421          269,964         93,542         93,542
      Marketing and public relations                                     636,790          847,164         17,809         18,071
      Legal and professional fees                                        118,054          154,519        (52,926)       (44,687)
      Office and administration                                          279,737          561,422         16,670         22,518
      Software and internet services                                     111,682          266,651        (60,513)       (60,513)
      Depreciation and amortization                                       25,394           54,773          7,445          7,445
      Production and programming                                               -                -              -              -
                                                                     -------------   -------------    -----------    ------------
           TOTAL OPERATING EXPENSES                                    1,303,078        2,154,493         22,029         36,378
                                                                     -------------   -------------    -----------    ------------


NET LOSS FROM OPERATIONS                                              (1,302,825)      (2,154,240)       (21,972)       (36,321)

OTHER INCOME AND (EXPENSES)

      Interest expense                                                         -                -              -              -
                                                                     -------------   -------------    -----------    ------------
      NET LOSS                                                        (1,302,825)      (2,154,240)       (21,972)       (36,321)
                                                                     -------------   -------------    -----------    ------------


OTHER COMPREHENSIVE INCOME
      Foreign currency translation gain                                  (20,302)           4,042            515            515
                                                                     -------------   -------------    -----------    ------------

COMPREHENSIVE LOSS                                                   $(1,323,127)      (2,150,198)    $  (21,457)       (35,806)
                                                                     =============   =============    ===========    ============

      NET LOSS PER COMMON SHARE                                      $   (0.1193)                     $ (0.0026)
                                                                     =============                    ===========

      WEIGHTED AVERAGE NUMBER OF
           COMMON STOCK SHARES OUTSTANDING                            10,919,155                       8,586,725
                                                                     =============                    ===========


</TABLE>



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





<PAGE>


<TABLE>
<CAPTION>


                                ELGRANDE.COM INC.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)



                                                                      3 months        6 months         3 months       6 months
                                                                        ended          ended             ended         ended
                                                                     November 30,    November 30,     November 30,   Novmber 30,
                                                                        1999            1999              1998           1998
---------------------------------------------------------------------------------------------------------------------------------

<S>                                                                  <C>             <C>              <C>            <C>
Cash flows from operating activities:
      Net loss                                                       $(1,302,825)      (2,154,240)    $  (21,972)       (36,320)
      Adjustments to reconcile net loss
          to net cash used by operating activities:
              Depreciation and amortization                               25,394           54,773                             -
              Services paid by issuance of common stock                        -
          Increase in:
              Other Receivables                                           38,863           21,287         (4,477)        (8,954)
              Other assets                                                19,702           13,969
              Accured liabilities                                         54,741           55,555
              Accrued interest                                            (5,282)          (5,811)
          Decrease in:
              Accounts payable                                           (31,068)         653,098          1,442          2,884
              Employee advance receivable                                (20,677)         (38,511)                            -
              Accounts payable, related party                            (25,000)         (25,000)        40,000         80,000
                                                                     -------------   -------------    -----------    ------------
      Net cash provided (used) in operating activities                (1,246,152)      (1,424,880)        14,993         37,610
                                                                     -------------   -------------    -----------    ------------
Cash flows from investing activities:
      Purchase of property and equipment                                  (1,904)        (178,060)        (2,098)        (4,196)
      JV Investment                                                            -          (60,000)
      Deposit on leased property                                               -
      Payment on organizational costs                                          -
                                                                     -------------   -------------    -----------    ------------
      Net cash used in investing activities                               (1,904)        (238,060)        (2,098)        (4,196)
                                                                     -------------   -------------    -----------    ------------


Cash flows from financing activities:
      Over-subscriptions payable                                               -
      Issuance of stock                                                1,246,825        1,246,825
                                                                     -------------   -------------    -----------    ------------
                                                                       1,246,825        1,246,825              -              -

Net increase in cash                                                      (1,231)        (416,115)        12,895         33,414

      Foreign currency translation gain                                  (20,301)           4,043              -              -

Cash, beginning of period                                                (19,273)         371,266        229,437        208,918
                                                                     -------------   -------------    -----------    ------------

Cash, end of period                                                  $   (40,805)         (40,805)    $  242,332        242,332
                                                                     =============   =============    ===========    ============

SUPPLEMENTAL DISCLOSURES:
      Cash paid for interest and income taxes:

          Interest                                                           628                      $        -
                                                                     =============                    ===========
          Income taxes                                               $         -                      $        -

NON-CASH INVESTING AND FINANCING ACTIVITIES
      Financing lease for equipment                                  $         -                      $        -
      Note issued for purchase of property and equipment             $         -                      $        -
      Purchase commitment for database                               $         -                      $        -
      Services paid by issuance of stock                             $         -                      $        -

</TABLE>



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

<PAGE>





                               ELGRANDE.COM INC.
                         (A Development Stage Company)
            Notes to the Unaudited Consolidated Financial Statements
               For the Six Month Period Ending November 30, 1999



NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Elgrande.com Inc. is a Nevada  corporation  formed in April 1998. The Company is
in the  development  stage and as of  November  30,  1999 had not  realized  any
significant revenues from its planned operations.

NOTE 2 - UNAUDITED FINANCIAL STATEMENTS

These  unaudited  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.  These unaudited financial  statements contain all adjustments which
in the  opinion  of  management  are  necessary  in order to make the  financial
statements not misleading.

NOTE 3 - 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 4 - COMMON STOCK AND WARRANTS

On April 8, 1998, 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.  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. Also in November, 1998, 943,800 shares of common stock were issued
at $1.00 per share for cash and subscriptions.


<PAGE>


A May 1, 1999  issuance to an single  accredited  investor 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.  These  subscriptions
are pursuant to Regulation D, Rule 504. 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 August 31, 1999, 25,000 shares of common stock were granted to Randal Palach,
the Company's former President for his services,  however certificates for these
shares were not issued until November 1999. The Company valued these services at
$25,000.

At November 11, 1999,  the Board also  approved the following  debt  conversions
into common stock:

-    $765,000 of a previously reported subscription agreement dated July 1, 1999
     for the purchase of 200,000 units of the Company's  stock at $5.00 per unit
     which had been recorded as short term debt. Pursuant to an amendment to the
     subscription  agreement executed by the investor in December 1999, the debt
     was converted into 153,000 shares of restricted common stock.  Certificates
     for these shares were issued  subsequent to November 30, 1999 but are shown
     as issued and outstanding shares in the financial statements;

-    A note payable to a company  partially  owned by the  step-father of one of
     the directors in the amount of $44,825 was converted  into 48,198 shares of
     restricted  stock at  US$0.93.  Certificates  for these  shares were issued
     subsequent  to November  30,  1999 but are shown as issued and  outstanding
     shares in the financial statements.

-    A short term loan in the approximate amount of $11,200 from shareholder was
     converted  at November  11, 1999 into  120,430  restricted  common stock at
     US$0.93.  Certificates for these shares were issued  subsequent to November
     30, 1999 but are shown as issued and  outstanding  shares in the  financial
     statements.

NOTE 5--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.  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.

In May,  1999,  the Board of  Directors  approved  an option to acquire  200,000
shares at $1.00 per share to Randal Palach,  the Company's  former President for
his services  under the  Elgrande.com  Inc. 1998  Directors  and Officers  Stock
Option Plan.


<PAGE>



On June 11, 1999, the Board of Directors  approved the Elgrande.com,  Inc., 1999
Stock Option Plan.  This plan allows the Company to  distribute  up to 5,000,000
shares of common stock to officers, directors, employees and consultants through
the  authorization  of the Company's Board of Directors.  The Board of Directors
also granted options to acquire  4,445,000 common stock that may be exercised at
any time before June 11, 2004 at $3.00 per share of which 4,150,000 options were
granted to the Company's executive officers and directors..  The strike price of
these  options  exceeds  the  options'   minimum  value   calculated  using  the
Black-Scholes  model  therefore,  no  compensation  costs  have been  recognized
pursuant to Financial Accounting Standard No.123.

The following are the Options granted the to Company's Officers and Directors

    Name           Date Granted  Date Expires    # Shares under      Ex. Price
                                                     Option
-------------------------------------------------------------------------------
    R. Palach      05/15/1999    05/11/2004         200,000           $1.00
    R. Palach      06/11/1999    06/11/2004         800,000           $3.00
    J. West        06/11/1999    06/11/2004       1,000,000           $3.00
    M. Page        06/11/1999    06/11/2004       1,000,000           $3.00
    C. Parfitt     06/11/1999    06/11/2004       1,000,000           $3.00
    M. Girt        06/11/1999    06/11/2004         200,000           $3.00
    D. Brovarone   06/11/1999    06/11/2004         150,000           $3.00

NOTE 6 - RELATED PARTIES

Certain  consultants  that received common stock in November 1998 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.

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 6 month period ending November 30, 1999.

During the 6 month period ended November 30, 1999, the Company paid its officers
and directors  $199,844 in consulting  fees. In the fiscal period ending May 31,
1999 the company paid its officers and directors $249,000 in consulting fees.


<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

This  section  contains  forward-looking   statements  that  involve  risks  and
uncertainties. These forward-looking statements are not guarantees of our future
performance.  They are  subject to risks and  uncertainties  related to business
operations,  some of which are beyond our control. Our actual results may differ
materially from those anticipated in these forward-looking statements.

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.  Elgrande.com Inc. is a Nevada  corporation,
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 November 30,  1999,  nor was there any revenue as at
May 31, 1999. The Company  activated its web site for test purposes in June 1999
and is fully operational as of January 1, 2000.

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

                                            1999             1998
                                           -------         -------
   Consulting                              131,421          93,542
   Marketing and public relations          636,790          17,809
   Software and internet fees              111,682         (60,513)
   Administration and other                397,791         (36,256)
   Depreciation and amortization            25,394           7,445
                                         -----------     -----------
                                         1,303,078          22,029

Marketing  charges include  payments to an unaffiliated  company hired to handle
all advertising,  design and implementation of marketing program. These payments
amount to $643,159 to November 30, 1999.  For the 3 month period ended  November
30, 1999, payments totaled $543,751 versus $0 for the same period in 1998.

Software  costs  include  database  development  costs  incurred  of $803,138 to
November 30, 1999.  Elgrande began operating under its own developed database in
January 2000,  thereby  eliminating  ongoing expenses incurred through Macdonald
Harris &  Associates  accruing in the  approximate



<PAGE>



amount of $10,000  per  month.  While the  company  continues  to  develop  this
database site, it is currently  identifying and sourcing  technology partners to
assist in the growth of its database technology.

Administration  costs  include  payroll  costs of $229,358  and  general  office
expenses,  including  rent of $332,064 to November 30, 1999 compared to $281,685
for the six month period ended November 30, 1998.

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

The  Company  currently  employs 9 people,  and 3  consultants  under  contract,
providing  various  services.  In May 1999, the company employed 12 people and 6
consultants.  Randal  Palach,  contracted as CEO in April 1999,  stepped down on
November 11, 1999 as President  and CEO, but remains on the Board of  Directors.
Other reductions in staff reduced the Company's payroll expense by approximately
$21,500 per month.

LIQUIDITY AND CAPITAL RESOURCES

The Company  currently has insufficient  cash to finance its operations,  but is
actively securing additional financing to meet its growth plans. An estimated $3
million is believed necessary to fully execute the Company's plan of operations.

To date,  the Company has financed its  development  stage by the sale of common
stock. At November 30, 1999, the Company had 11,583,800  shares  outstanding and
had raised approximately $3,210,615. These funds were used mainly to develop the
database site, and purchase computer equipment and software.  The Company had an
overdraft of $40,805 at November 30, 1999. The issuance of an additional 321,628
shares in  conversion  of $821,025  of short term debt has been  approved by the
Company's  Board  of  Directors.  Certificates  for  these  shares  were  issued
subsequent to November 30, 1999 but are shown as issued and  outstanding  shares
in the financial statements.


<PAGE>



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

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


Item 2. - Changes in Securities:
-------------------------------

On October 20, 1999 the Company issued  138,000 shares of its restricted  common
stock  to MHA and  Associates  in  consideration  of its  contract  with MHA and
Associates  for the  development of the Company's  software.  The Company relied
upon the exemption from the  registration  requirements of the Securities Act of
1933 provided by section 4(2) being a  transaction  by an issuer not involving a
public offering.

On November 19, 1999 the Company issued 25,000 shares of its  restricted  common
stock to Randal Palach,  in consideration of Mr. Palach's  services as President
of the Company.  The Company  relied upon the  exemption  from the  registration
requirements  of the  Securities  Act of 1933  provided by section  4(2) being a
transaction by an issuer not involving a public offering.

On November 19, 1999 the Company also issued  300,000  shares of its  restricted
common  stock  to a  single  accredited  investor  pursuant  to  a  subscription
agreement  dated November 11, 1999 for 300,000 Units each  consisting of one (1)
Share of Common Stock and two (2) Common  Stock  Purchase  Warrants,  designated
Class J and K. Each Warrant  entitles the holder to acquire an additional  share
of common stock as follows:  Class J: $3.00 per share; Class K: $5.00 per share.
The Warrants may be exercised at any time up to 5:00 PM Pacific  Time,  December
31,  2004  The  Company  relied  upon  the  exemption   from  the   registration
requirements  of the  Securities  Act of 1933  provided by section  4(2) being a
transaction  by an issuer not involving a public  offering.  The Company  relied
upon  the  safe  harbor  exemption  from the  registration  requirements  of the
Securities Act of 1933 provided by Regulation S.

On November 11, 1999,  the Board approved the following  debt  conversions  into
common stock:

-    $765,000 of a previously reported subscription agreement dated July 1, 1999
     for the purchase of 200,000 units of the Company's  stock at $5.00 per unit
     which had been recorded as short term debt. Pursuant to an amendment to the
     subscription  agreement executed by the investor in November 1999, the debt
     was converted into 153,000 shares of restricted common stock.

-    A note payable to a company  partially  owned by the  step-father of one of
     the  directors  of the Company  and its  accrued  interest in the amount of
     $44,825 was converted into 48,198 shares of restricted stock at US$0.93.

-    A short term loan in the approximate amount of $11,200 from shareholder was
     converted  at November  11, 1999 into  120,430  restricted  common stock at
     US$0.93.

The Company relied upon the exemption from the registration  requirements of the
Securities Act of 1933 provided by section 4(2) being a transaction by an issuer
not involving a public offering for these conversions.


<PAGE>




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: Exhibit 27: Financial Data Schedule
--------------------------------------------------------------------------------



<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: January 24, 2000


/s/ MICHAEL PAGE
-------------------------------------------------
Michael Page, President, Chief Executive Officer