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 nine month period ended: February 29, 2000

                                       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

                               ELGRANDE.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 April 20,  2000,  the  Registrant  had  12,295,489  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

         Independent Accountant's Review Report
         Balance Sheets as of May 31, 1999 and February 29, 2000
         Statement  of  Operations  (for the three  months and nine months ended
            February 28, 1999 and  February 29, 2000)
         Statement of Cash Flows (for the three months and nine months  ended
            February 28, 1999 and February 29, 2000)


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



<PAGE>

                                ELGRANDE.COM INC.
                        Consolidated Financial Statements



                                February 29, 2000


                                  May 31, 1999





                              WILLIAMS & WEBSTER PS
                          Certified Public Accountants
                        Bank of American Financial Center
                           W 601 Riverside, Suite 1940
                                Spokane, WA 99201
                                 (509) 838-5111


<PAGE>


                                ELGRANDE.COM INC.

                                TABLE OF CONTENTS



INDEPENDENT ACCOUNTANT'S REVIEW REPORT                                 F-1

FINANCIAL STATEMENTS

   Consolidated Balance Sheets                                         F-2

   Consolidated Statements of Operations and Comprehensive Loss        F-3

   Consolidated Statement of Stockholders' Equity                      F-4

   Consolidated Statements of Cash Flows                               F-5

NOTES TO FINANCIAL STATEMENTS                                          F-6



<PAGE>



Elgrande.com, Inc.
1040 Hamilton Street, Suite 308
Vancouver, B.C.
Canada V6B 2R9

                     Independent Accountant's Review Report
                     --------------------------------------

We have reviewed the  accompanying  consolidated  balance sheet of Elgrande.com,
Inc.  as of  February  29,  2000  and the  related  consolidated  statements  of
operations,  stockholders'  equity  and cash  flows  for the nine  months  ended
February 29, 2000,  and for the period from  September 21, 1999  (inception)  to
February 29, 2000.  These  financial  statements are the  responsibility  of the
Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters.  It is  substantially  less in scope than an audit in  accordance  with
generally accepted auditing standards,  the objective of which is the expression
of an opinion regarding the financial statements taken as a whole.  Accordingly,
we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the  accompanying  financial  statements  in order  for them to be in
conformity with generally accepted accounting principles.

The financial  statements for the year ended May 31, 1999 were audited by us and
we expressed an  unqualified  opinion on them in our report dated July 26, 1999,
but we have not performed any auditing procedures since that date.

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

Williams & Webster, P.S.
Certified Public Accountants
Spokane, WA
April 18, 2000



<PAGE>

<TABLE>
<CAPTION>
                                ELGRANDE.COM INC.
                           CONSOLIDATED BALANCE SHEETS


                                                                      February 29,
 A S S E T S                                                              2000            May 31,
                                                                       (unaudited)         1999
                                                                     --------------     -----------
<S>                                                                  <C>                <C>
     CURRENT ASSETS
        Cash                                                             $ 127,641        $371,266
        Employee expense advances                                          101,360          18,920
        GST tax refundable                                                  44,067           9,657
        Prepaid expenses                                                      -             51,401
                                                                     --------------     -----------
           TOTAL CURRENT ASSETS                                            273,068         451,244

     PROPERTY AND EQUIPMENT
        Computer hardware                                                   97,972          82,292
        Furniture and fixtures                                              52,751          53,497
        Database and software                                              545,645         408,370
        Less accumulated depreciation and amortization                    (113,703)        (19,522)
                                                                     --------------     -----------
           TOTAL PROPERTY AND EQUIPMENT                                    582,665         524,637
                                                                     --------------     -----------
     OTHER ASSETS
        Deposits                                                            28,366          43,460
        Investments                                                         60,000            -
                                                                     --------------     -----------
           TOTAL OTHER ASSETS                                               88,366          43,460
                                                                     --------------     -----------

        TOTAL ASSETS                                                 $     944,099      $1,019,341
                                                                     ==============     ===========


L I A B I L I T I E S   &   S T O C K H O L D E R S '   E Q U I T Y
     CURRENT LIABILITIES
        Accounts payable                                             $     686,247      $   29,976
        Accounts payable, related party                                       -             25,000
        Accrued liabilities                                                 49,527           8,450
        Accrued interest                                                      -              5,811
        Stock over-subscription payable                                       -            112,000
        Current portion of long-term debt                                    7,791           7,257
        Loans payable                                                       30,000            -
                                                                     --------------     -----------
           TOTAL CURRENT LIABILITIES                                       773,565         188,494
                                                                     --------------     -----------

     LONG-TERM DEBT
        Lease, net of current portion                                       11,634          17,516
        Note payable, net of current portion                                  -             39,543
                                                                     --------------     -----------
           TOTAL LONG-TERM LIABILITIES                                      11,634          57,059
                                                                     --------------     -----------

        TOTAL LIABILITIES                                                  785,199         245,553

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

     STOCKHOLDERS' EQUITY
        Common stock, 200,000,000 shares authorized,
           $.001 par value; 12,157,479 and 11,118,800 shares
           outstanding, respectively                                        12,157          11,119
        Stock options and warrants                                       2,209,200               -
        Additional paid-in capital                                       3,724,536       1,952,671
        Accumulated deficit                                             (5,792,756)     (1,208,160)
        Accumulated other comprehensive income                               5,763          18,158
                                                                     --------------     -----------
        TOTAL STOCKHOLDERS' EQUITY                                         158,900         773,788
                                                                     --------------     -----------

        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $     944,099      $1,019,341
                                                                     ==============     ===========

</TABLE>


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

                                       F-2

<PAGE>


<TABLE>
<CAPTION>


                                ELGRANDE.COM INC.
          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                                   (Unaudited)

                                              Three Months            Three Months           Nine Months           Nine Months
                                                 Ended                   Ended                  Ended                 Ended
                                            February 29, 2000       February 28, 1999      February 29, 2000    February 28, 1999
                                               (Unaudited)             (Unaudited)            (Unaudited)          (Unaudited)
                                            -----------------       -----------------      -----------------    -----------------

<S>                                          <C>                    <C>                    <C>                  <C>
R E V E N U E S
    Sales                                    $      60,110          $            -         $     60,110         $        -
    Cost of Sales                                   61,873                       -               61,873                  -
                                            -----------------       -----------------      -----------------    -----------------
                                                    (1,763)                      -               (1,763)                 -

E X P E N S E S
    Consulting fees                                 83,279                  56,712            2,363,442            288,462
    Marketing and public relations                  74,797                  50,693              717,762             89,102
    Legal and professional fees                     36,466                  16,084              165,084             33,459
    Office and administration                      110,227                   8,614              730,331            155,137
    Software and internet services                  39,725                   4,420              306,376             17,390
    Depreciation and amortization                   39,408                       -               94,181              5,145
    Public and investor relations                        -                       -              204,197                  -
                                            -----------------       -----------------      -----------------    -----------------
    TOTAL OPERATING EXPENSES                       383,902                 136,523            4,581,373            588,695
                                            -----------------       -----------------      -----------------    -----------------

NET LOSS FROM OPERATIONS                          (385,665)               (136,523)          (4,583,136)          (588,695)

OTHER INCOME AND (EXPENSES)
    Interest expense                                     -                       -               (1,460)              (567)
                                            -----------------       -----------------      -----------------    -----------------
    NET LOSS                                      (385,665)               (136,523)          (4,584,596)          (589,262)

OTHER COMPREHENSIVE INCOME (LOSS)
    Foreign currency translation gain (loss)       (12,395)                      -              (12,395)              (515)
                                            -----------------       -----------------      -----------------    -----------------

COMPREHENSIVE LOSS                           $    (398,060)         $     (136,523)          (4,596,991)        $ (589,777)
                                             ===============        =================      =================    =================

BASIC AND DILUTED NET LOSS PER
    COMMON SHARE                             $       (0.03)         $        (0.02)            ($.41)                (0.07)
                                             ===============        =================      =================    =================
BASIC AND DILUTED
    WEIGHTED AVERAGE NUMBER OF
       COMMON STOCK SHARES OUTSTANDING          11,148,088               8,586,725           11,148,088          8,586,725
                                             ===============        =================      =================    =================

</TABLE>


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

                                       F-3

<PAGE>



<TABLE>
<CAPTION>

                                ELGRANDE.COM INC.
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                   (Unaudited)

                                                                                                               Accumu-
                                                                                                               lated
                                                        Stock Options                                          Other     Total
                                  Common Stock          and Warrants      Additional  Subscrip-                Compre-   Stock-
                              Number                 Number               Paid-in     tions       Accumulated  hensive   holders'
                              of Shares   Amount    of Shares   Amount    Capital     Receivable  Deficit      Income    Equity
                              ----------  -------   ----------  --------- ----------  ----------  ------------ --------  -----------
<S>                           <C>         <C>       <C>         <C>       <C>         <C>         <C>          <C>       <C>
Issuance of common stock in
  April, 1998:
    for cash at $.001 per
    share
                               4,000,000  $ 4,000   $      -    $     -   $        -  $       -   $        -   $     -   $    4,000
    for cash at $.01 per
    share                      5,000,000    5,000          -          -       45,000          -            -         -       50,000

Loss for period ending,
  May 31, 1998                        -        -           -         -            -          -            -         -           -
                              ----------  -------   ----------  --------- ----------  ----------  ------------ --------  -----------
Balance May 31, 1998           9,000,000    9,000          -          -       45,000          -            -         -       54,000

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

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

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

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

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

Foreign currency translation
    gain                                                                                                         18,158      18,158

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

Balance
    May 31, 1999              11,118,800   11,119          -          -    1,952,671          -    (1,208,160)   18,158     773,788

Issuance of common stock at
    an average of $1.68 per
    share and issuance of
    warrants at an average
    of $.16 per warrant          200,000      200    5,445,000  2,209,200    335,300          -            -          -   2,544,700


Issuance of common stock
    for cash at an average of
    $0.97 per share              468,333      468          -          -      454,580          -            -          -     455,048

Issuance of common stock
    for cash at $5.00
    per share                    153,000      153          -          -      764,847          -            -          -     765,000

Issuance of common stock for
    conversion of debt at        168,628      168          -          -      156,609          -            -          -     156,777
    $0.93 per share

Issuance of common stock
    for services at an
    average of $1.25              48,718       49          -          -       60,529          -            -          -      60,578
    per share

Loss for quarter ending
    February 29, 2000                 -        -           -          -            -          -    (4,584,596)        -  (4,584,596)

Foreign currency translation
   gain (loss)                        -        -           -          -            -          -            -    (12,395)    (12,395)
                              ----------  -------   ----------  --------- ----------  ----------  ------------ --------  -----------

Balance, February 29, 2000    12,157,479  $12,157    5,445,000  2,209,200 $3,724,536  $       -   $(5,792,756) $  5,763  $  158,900
                              ==========  =======   ==========  ========= ==========  ==========  ============ ========  ===========

</TABLE>



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

                                       F-4

<PAGE>


<TABLE>
<CAPTION>


                                ELGRANDE.COM INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)

                                                             Nine Months        Nine Months
                                                                Ended              Ended
                                                             February 29,       February 28,
                                                                2000               1999
                                                             ------------       ------------

<S>                                                          <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
      Net loss                                               $(4,584,596)       $  (589,262)
      Adjustments to reconcile net loss
         to net cash used by operating activities:
            Depreciation and amortization                         94,181              4,279
            Services paid by issuance of common stock             35,577             75,000
            Options issued for consulting and compensations    2,044,700                  -
         Changes in:
            Other Receivables                                    (34,410)              (255)
            Prepaids                                              51,401            (16,320)
            Accrued liabilities                                   40,547                  -
            Accounts payable                                     656,271           (176,465)
            Employee advance receivable                          (82,440)                 -
                                                             ------------       ------------
      Net cash provided (used) in operating activities        (1,778,769)          (703,023)
                                                             ------------       ------------

CASH FLOWS FROM INVESTING ACTIVITIES
      Deposits returned                                           15,094
      Purchase of property and equipment                        (152,209)          (146,284)
      Investments                                                (60,000)                 -
                                                             ------------       ------------
      Net cash used in investing activities                     (197,115)          (146,284)
                                                             ------------       ------------

CASH FLOWS FROM FINANCING ACTIVITIES
      Proceeds from loans                                         30,000                  -
      Payments on capital lease                                   (5,348)                 -
      Over-subscriptions payable                                       -            (90,000)
      Net proceeds from borrowing                                      -             17,275
      Issuance of stock and warrants                           1,720,001          1,038,790
                                                             ------------       ------------
                                                               1,744,653            966,065
                                                             ------------       ------------

Net increase in cash                                            (231,231)           116,758

      Foreign currency translation gain                          (12,395)            18,158

Cash, beginning of period                                        371,266            236,350
                                                             ------------       ------------

Cash, end of period                                          $   127,641        $   371,266
                                                             ============       ============

SUPPLEMENTAL DISCLOSURES:
      Cash paid for interest and income taxes:

         Interest                                            $         -        $         -
         Income taxes                                        $         -        $         -

NON-CASH INVESTING AND FINANCING ACTIVITIES
      Financing lease for equipment                          $         -        $    26,274
      Services paid by issuance of stock                     $    35,557        $    75,000
      Lease agreement paid with stock                        $    44,825        $         -
      Oversubscriptions satisfied with stock                 $   112,000        $         -
      Accounts payable, related party
         converted to common stock                           $    25,000        $         -


</TABLE>


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

                                       F-5
<PAGE>

                                ELGRANDE.COM INC.
                 Notes to the Consolidated Financial Statements
                       February 29, 2000 and May 31, 1999


NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Elgrande.com  Inc.,   formerly   Intellicom   Internet  Corp  (hereinafter  "the
Company"),  was incorporated in April 1998 under the laws of the State of Nevada
primarily for the purpose of developing  and  marketing  internet  applications,
specifically for books, software, audio and video media, and computer games. The
name change to  Elgrande.com  Inc.  was  effective on  September  19, 1998.  The
Company maintains an office in Vancouver, British Columbia, Canada.

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


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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


Principles of Consolidation
---------------------------
The consolidated  financial  statements  include the accounts of the company and
its subsidiaries.  All significant  intercompany  transactions and balances have
been eliminated in consolidation.


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


As shown in the accompanying  financial  statements,  the Company incurred a net
loss of $385,665  and  $4,584,596  for the three  months and nine  months  ended
February 29, 2000, respectively.  The Company is currently putting technology in
place which will, if successful,  mitigate these factors which raise substantial
doubt about the Company's ability to continue as a going concern.  The financial
statements do not include any  adjustments  relating to the  recoverability  and
classification  of  recorded  assets,  or  the  amounts  and  classification  of
liabilities  that might be necessary in the event the Company cannot continue in
existence.

Management has established plans designed to increase the sales of the Company's
products.  Management  intends to seek new  capital  from new equity  securities
issuances  that will provide funds needed to increase  liquidity,  fund internal
growth and fully implement its business plan.

                                       F-6

<PAGE>

                                ELGRANDE.COM INC.
                 Notes to the Consolidated Financial Statements
                       February 29, 2000 and May 31, 1999



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


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


Basic and Diluted
-----------------
The Company has adopted Statement of Financial  Accounting  Standards  Statement
(SFAS) No. 128,  Earnings Per Share.  Basic earnings per share is computed using
the weighted average number of common shares  outstanding.  Diluted net loss per
share is the same as basic net loss per share as the  inclusion  of common stock
equivalents would be antidilutive.


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


Provision for Taxes
-------------------
At  February  29,  2000,  the  Company  had net  operating  accumulated  loss of
approximately  $5,750,000.  No  provision  for  taxes  or tax  benefit  has been
reported in the  financial  statements,  as there is not a  measurable  means of
assessing future profits or losses.


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


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


Year 2000
---------
Like other  companies,  Elgrande.com  Inc.,  could be adversely  affected if the
computer  systems the Company,  its  suppliers or customers  use do not properly
process  and  calculate  date-related  information  and  data  from  the  period
surrounding  and including  January 1, 2000. This is commonly known as the "Year
2000"  issue.  Additionally,  this issue could impact  non-computer  systems and
devices such as  production  equipment  and  elevators,  etc. At this time,  the
Company  does not have any  evidence of problems  associated  with the year 2000
issue.

                                      F-7

<PAGE>

                                ELGRANDE.COM INC.
                 Notes to the Consolidated Financial Statements
                       February 29, 2000 and May 31, 1999


NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment are stated at cost.  Depreciation  and  amortization  are
provided  using the straight line method over the estimated  useful lives of the
assets.  The useful  lives of  property,  plant and  equipment  for  purposes of
computing  depreciation  and amortization are five to seven years. The following
is  a  summary  of  property,   equipment  and  accumulated   depreciation   and
amortization:


                          February 29,             May 31,
                             2000                   1999

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


Computers                 $    97,972           $    82,292
Furniture and fixtures         52,751                53,497
Database and software         545,645               408,370

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

    Total Assets              723,359               544,159
Less accum depreciation
  and amortization           (113,703)              (19,522)

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

    Net Assets            $   582,665           $   524,637

                          ============          ============

Depreciation  and  amortization  expense for the nine months ended  February 29,
2000 and the year ended May 31, 1999 were $94,181 and $16,015, respectively.


NOTE 4 - INTANGIBLE ASSETS

During 1998,  Elgrande.com Inc. incurred  organization costs of $106,000.  These
organization  costs were being  amortized  over the useful life of sixty  months
beginning  September 1, 1998. In accordance  with SOP 98-5 (effective for fiscal
years  beginning  after  December  15,  1998),  the  Company has written off its
organization  costs in the year ending May 31, 1999,  thereby incurring a charge
of $106,000.


The Company has capitalized,  as of February 29, 2000 and the year ended May 31,
1999, amounts of $545,645 and $408,370,  respectively,  which is the contractual
cost of data base software purchased from an independent  software supplier.  No
portion of this software was internally developed and, accordingly, there are no
internal costs  associated with this software which were charged to research and
development.  Consistent  with SOP 98-1, the costs of this  software--which  was
purchased solely for internal use and will not be marketed externally--have been
capitalized.

                                      F-8

<PAGE>


                                ELGRANDE.COM INC.
                 Notes to the Consolidated Financial Statements
                       February 29, 2000 and May 31, 1999


NOTE 5 - COMMON STOCK AND WARRANTS

Upon  incorporation,  4,000,000 shares of common stock were distributed at $.001
per share to the board of directors  for $4,000.  The second share  issuance was
for 5,000,000  common shares at $.01 per share for $50,000.  Under Regulation D,
Rule 504, 943,800 shares of common stock were issued at $1.00 per share for cash
and subscriptions.  A May 1, 1999 issuance was for 300,000 units each consisting
of one share of common stock and three common stock purchase  warrants (Class A,
Class B and Class C) at $3.00 per unit under  Regulation D, Rule 501. Each Class
A warrant entitles the holder to acquire an additional share of common stock for
$7.50 per share at any time prior to May 31, 2006. Each Class B warrant entitles
the holder to acquire an  additional  share of common stock for $15.00 per share
at any time prior to May 31, 2006 and each Class C warrant  entitles  the holder
to acquire an additional  share of common stock for $25.00 per share at any time
prior to May 31, 2006.  The  warrants  have no assigned  value  according to the
Black-Scholes Option Price Calculation.


At November  30,  1998,  $538,050 in stock  subscriptions  were  receivable  and
subsequently  $491,305 of this was received by January 11, 1999.  The balance of
$46,745 was collected by April 1999.


At May 31,  1999 the  Company's  third stock  offering  was  over-subscribed  by
$112,000  and at November  30, 1998 the  Company's  second  stock  offering  was
over-subscribed by $90,000. These amounts were recorded on the Company's balance
sheets as a current liability.  The overage of $90,000 was repaid to subscribers
in December 1998. The overage of $112,000 has  subsequently  been converted to a
loan. See Note 11.

At May 31, 1999,  25,000 shares of common stock had been granted but not issued.
The Company  valued these  services at $25,000 and  accordingly  has recorded an
accrual for this  amount.  During the nine months  ended  February  29, 2000 the
stock was issued.

During the nine months ended February 29, 2000,  common stock shares were issued
for cash,  services and debt conversion.  The following common stock shares were
issued:  621,333 shares were issued for $.97 to $5.00 per share;  200,000 shares
were issued with 1,000,000  warrants attached with the stock valued at $1.68 per
share and the warrants at an average value of $.16 per warrant;  168,628  shares
for $.93 per share; and 48,718 shares for services for $1.00 to $1.50 per share.


NOTE 6--STOCK OPTIONS

On February 29, 2000, the Board of Directors  authorized the exercise of options
to the Company's  former  President to acquire  135,000  common stock shares for
$1.00 per share.

On June 11, 1999, the Board of Directors  approved the Elgrande.com,  Inc., 1999
Stock Option Plan.  This plan allows the Company to  distribute  up to 5,000,000
shares of common stock shares to officers, directors,  employees and consultants
through the authorization of the

                                       F-9

<PAGE>


                                ELGRANDE.COM INC.
                 Notes to the Consolidated Financial Statements
                       February 29, 2000 and May 31, 1999


NOTE 6--STOCK OPTIONS (Continued)

Company's  Board of Directors.  The Board of Directors  also granted  options to
acquire  4,445,000  common stock shares at $3.00 per share before June 11, 2004.
The Company's  executive  officers and directors were granted 4,150,000 of these
options.

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 to
estimate fair value: the risk-free  interest rate is 5%,  volatility is .5%, and
the  expected  life of the  options  is five  years.  Accordingly,  $34,500  was
recorded as compensation and $2,010,200 was recorded as consulting fees.

In September 1998, the Company adopted the Elgrande.com  Inc. 1998 Directors and
Officers Stock Option Plan, a  non-qualified  plan. This plan allows the Company
to  distribute  up to 1,000,000  shares of common stock to officers,  directors,
employees and consultants  through the  authorization  of the Company's Board of
Directors.  In November 30, 1998, the Company issued 850,000 common stock shares
for the services of consultants.

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

The fair value of each option  granted is  estimated on the grant date using the
Black-Scholes Option Price Calculation.  The following  assumptions were made in
estimating  fair value:  risk-free  interest  rate is 5% and expected  life is 5
years.  During the year ending May 31, 1999, the Company issued 1,000,000 common
stock  options  that may be exercised at any time before March 15, 2004 at $1.00
per share.  The strike price of these options exceeds the options' minimum value
calculated using the Black-Scholes  model therefore,  no compensation costs have
been recognized pursuant to Financial Accounting Standard No.123.

The following is a summary of stock option activity:


                                                          Weighted
                                        Number            Average
                                          of              Exercise
                                        Shares             Price
                                   ---------------      ------------

Outstanding at 4-8-98 (inception)         850,000             $0.06
Granted                                 1,000,000              1.00
Exercised                                   -                   -
Forfeited                                   -                   -

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

Options exercisable at 5-31-99          1,170,000             $0.86
                                   ===============      ============

Weighted average fair value of
   options granted during 1999
                                            $1.00

                                   ===============


                                       F-10

<PAGE>


                                ELGRANDE.COM INC.
                 Notes to the Consolidated Financial Statements
                       February 29, 2000 and May 31, 1999


NOTE 6--STOCK OPTIONS (Continued)


                                                          Weighted
                                        Number            Average
                                          of              Exercise
                                        Shares             Price
                                   ---------------      ------------

Outstanding at 5-31-99                  1,850,000       $       .57
Granted                                 4,445,000              3.00
Exercised                                (135,000)             1.00
Forfeited                                    -                   -

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

Outstanding at 2-29-00                  6,160,000       $      2.26

                                   ===============      ============

Options Exercisable at 2-29-00          5,650,000       $      2.52

                                   ===============      ============

Weighted average fair value of
   options granted during 2000             $3.00

                                   ===============


NOTE 7 - RELATED PARTIES

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


The  Company  paid  $66,000  for  legal  and  consulting  services  to a company
partially owned by the step-father of one of the directors of Elgrande.com, Inc.

During the year ending May 31, 1999, the Company paid its officers and directors
$249,000 in consulting  fees.  During the nine months ending  February 29, 2000,
the Company paid its officers and directors $79,381 in consulting fees.


NOTE 8 - COMMITMENTS AND CONTINGENCIES


Lease Commitments
-----------------
The Company leases office space in Vancouver,  B.C., Canada from Yaletown Centre
Investment  Ltd. for $4,488 per month.  The lease is effective from September 1,
1998 to August 31, 2001. The terms of the lease required the Company to give the
lessor a $5,407 refundable security deposit.


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


Year Ending May 31, 2000 (three months)   $ 13,464
Year Ending May 31, 2001                    53,856
Year Ending May 31, 2002                    13,464
                                           -------
                                          $ 80,784


                                       F-11

<PAGE>


                                ELGRANDE.COM INC.
                 Notes to the Consolidated Financial Statements
                       February 29, 2000 and May 31, 1999


NOTE 8 -  COMMITMENTS AND CONTINGENCIES (Continued)

The Company leases  telephone  equipment under a capital lease expiring June 23,
2002.  The asset and liability  under the capital lease is recorded at the lower
of the  present  value of the  minimum  lease  payments or the fair value of the
asset. Depreciation of the asset under capital lease is included in depreciation
expense at May 31, 1999 and February 29, 2000


Future minimum lease commitments under capital lease are as follows:


Year Ending May 31, 2000 (three months)     $  1,814
Year Ending May 31, 2001                       7,977
Year Ending May 31, 2002                       8,969
Year Ending May 31, 2003                         665
                                            ----------
                                            $ 19,425


Database Development
--------------------
The Company's purchase commitment for services to develop a database at November
30, 1998 totaled $247,000,  of which $72,800 was paid in 1998 and the balance of
$174,200 was paid by March 1999.


NOTE 9 - TRANSLATION OF FOREIGN CURRENCY

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


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

The Company  maintains cash balances at two banks.  Accounts at each institution
are insured by the Federal Deposit Insurance  Corporation up to $100,000. At May
31, 1999 the cash balance at one  institution  exceeded  this insured  amount by
$190,234.  At February 2000, the cash balance at one  institution  exceeded this
insured amount by $2,923.

                                       F-12

<PAGE>


                                ELGRANDE.COM INC.
                 Notes to the Consolidated Financial Statements
                       February 29, 2000 and May 31, 1999


NOTE 11 - NOTES PAYABLE


Short-term
----------
The   Company's    short-term   loan   payable   of   $112,000   is   unsecured,
noninterest-bearing,  payable  upon demand or, at the option of the  noteholder,
convertible  into common shares of restricted  stock under Rule 144 at $1.00 per
share. This note was converted to common stock in November 1999.


Long-term
---------
The  Company's  long-term  debt  consists  of a note  secured by  furniture  and
computers for $47,000. The terms of this agreement call for a balloon payment of
all principal on November 30, 2000. The Company's management expects to pay this
amount by the due date of the loan,  which does not contain a stipulated rate of
interest.  Upon  origination,  the  estimated  current  value  of this  debt was
$39,543.  Imputed interest accrued at 8% per annum from November 30, 1998 to May
31, 1999 was $4,753 and interest accrued from September 15, 1998 to November 30,
1998 was $529.  This note  including  accrued  interest was  converted to common
stock in November 1999.

                                       F-13

<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  revenues  of  $60,100  February  29,  2000,   representing  sale  of
merchandise,  versus zero revenues 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 February, 2000 compared to the same
period in 1999 is as follows:

                                              2000               1999
                                            -----------------------------
  Consulting                                 83,279             56,712
  Marketing and public relations             74,797             50,693
  Software and internet fees                 39,725              4,420
  Administration and other                  146,693             25,490
  Depreciation and amortization              39,408                  0
                                            -----------------------------
                                            383,902            137,315

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 February 29, 2000.  For the 3 month period ended  February
29, 2000, payments to this company was $0 versus $0 for the same period in 1999.



<PAGE>


Software  costs  include  database  development  costs  incurred  of $836,257 to
February 29, 2000.  Elgrande began operating under its own developed database in
January 2000,  thereby  eliminating  ongoing expenses incurred through Macdonald
Harris &  Associates  accruing in the  approximate  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 $296,690  and  general  office
expenses  of $374,961 to  February  29,  2000,  compared to $8,614 for the three
month period ended February 29, 1999, which had a fiscal year beginning 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.


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. The investor
for $2,000,000 of the private  placement  financing for $2,500,000  announced in
February  2000 has  defaulted on its  subscription  agreement.  The Company only
received  investment  of  $500,000  from the four other  investors.  The Company
cannot rely upon the  completion  of this  private  placement.  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 February 29, 2000, the Company had 12,295,489  shares  outstanding and
had raised approximately $3,901,193. These funds were used mainly to develop the
database site, and purchase computer  equipment and software.  The Company had a
cash balance of $127,641 as at February 29, 2000. In the quarter ended  February
29, 2000, the company issued  392,051  shares for cash and  subscriptions  for a
total of $690,577.



<PAGE>



Part II - Other Information

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

Item 2. - Changes in Securities:

In the quarter ended  February 29, 2000,  the following  transactions  involving
common stock issuance took place:

o    In January, 2000, $52,291.53 CAD of a Company's debt of $104,583.06 paid by
     way of issuance of 23,718 restricted shares of common stock.

o    A private  placement of 100,000  shares of  restricted  common stock in the
     amount of $250,000 at $2.50 per share was made single  accredited  investor
     in February, 2000.

o    In January,  2000, 33,334 shares of restricted common stock for $20,000 was
     raised by a private placement to a single accredited  investor at $0.60 per
     share.

o    In February,  2000,  200,000 shares of restricted common stock for $500,000
     was raised from four accredited investors at $2.50 per share.

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.


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


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


Item 5. - Other Information:  None


Item 6. - Exhibits and Reports on Form 8-K:  none




<PAGE>

                                   SIGNATURES

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

EL GRANDE.COM, INC.

Dated: April 20, 2000


/s/ JAMES WEST
-------------------------------------------------
   James West, President, Chief Executive Officer