<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------

                                    FORM 10-Q

          |X|    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                      OF THE SECURITIES EXCHANGE ACTOF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001

                                       OR

          | |   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

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

                         Commission File Number 1-07149

                           INTERNET LAW LIBRARY, INC.
             (Exact Name of Registrant as specified in its charter)


                     DELAWARE                              82-0277987
                (State or other jurisdiction of         (I.R.S. Employer
                incorporation or organization)          Identification No.)

          4301 WINDFERN ROAD, SUITE 200, HOUSTON, TEXAS          77041
          (Address of principal executive office)             (Zip Code)

       Registrant's telephone number, including area code: (281) 600-6000

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 | |


The number of shares of the registrant's common stock outstanding as of May 15,
2001 was 36,564,374.


<PAGE>


                           INTERNET LAW LIBRARY, INC.

                                    FORM 10-Q

                      FOR THE QUARTER ENDED MARCH 31, 2001

                                      INDEX

<TABLE>
<CAPTION>


                                                                                   PAGE
                                                                                   ----
<S>                                                                                <C>
PART I - FINANCIAL INFORMATION

Item 1.   Condensed Consolidated Financial Statements  .........................    3

Item 2.   Management's Discussion and Analysis of Financial
           Condition and Results of Operations..................................   20

Item 3.   Quantitative and Qualitative Disclosures About Market Risk............   25

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.......................................................   26

Item 2. Changes in Securities and Use of Proceeds...............................   26

Item 6.  Exhibits and Reports on Form 8-K.......................................   27

SIGNATURES......................................................................   33
</TABLE>

                                       2
<PAGE>


INTERNET LAW LIBRARY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                        MARCH 31,        DECEMBER 31,
                                                                          2001               2000
                                                                      (Unaudited)
                                                                    -------------       -------------
<S>                                                                 <C>                 <C>
                                     ASSETS

Current assets:

  Cash and cash equivalents, including $-0- and $1,761
    respectively, distributable to the stockholders of Planet
    Resources, Inc.                                                $      14,656       $      40,475
  Accounts receivable, net of allowance for doubtful accounts
    of $6,404 and $9,342, respectively                                   209,573             224,736
  Other current assets                                                    40,190              61,824

    Total current assets                                                 264,419             327,035

  Database content and software costs, net                            15,699,710          15,523,173
  Furniture and equipment, net                                           412,065             431,308
  Intangible assets, net                                               2,719,845           3,311,338

    Total assets                                                   $  19,096,039       $  19,592,854
                                                                   =============       =============
</TABLE>

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


                                       3
<PAGE>


INTERNET LAW LIBRARY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>


                                                                                  MARCH 31,          DECEMBER 31,
                                                                                     2001                2000
                                                                                 (Unaudited)
                                                                               ---------------      ---------------
<S>                                                                            <C>                  <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

  Bank overdraft                                                               $       126,469      $             -
  Notes payable-other                                                                1,432,945            1,010,048
  Accounts payable                                                                     683,417              437,102
  Accrued liabilities                                                                  377,562              301,402
  Deferred revenue                                                                     232,172              171,465
  Assets distributable to stockholders                                                       -                1,761
                                                                               ---------------      ---------------
    Total current liabilities                                                        2,852,565            1,921,778

  Long term notes payable and advance from Chairman                                  2,310,050            2,230,050
                                                                               ---------------      ---------------
Total liabilities                                                                    5,162,615            4,151,828
                                                                               ---------------      ---------------
  Commitments and contingencies

Stockholders' equity:

  Series A Convertible Preferred stock, par value $.001; 50,000,000 shares
    authorized; 161.08 shares issued and outstanding, respectively                   2,027,526            2,027,526
  Common stock, par value $.001, 100,000,000 shares
    authorized; 36,575,112 and 35,421,284 shares issued,
    respectively; 36,564,374 and 35,410,546 shares outstanding,
    respectively                                                                        36,575               35,422
  Warrants                                                                           1,213,372            1,167,372
  Additional paid in capital                                                        23,710,484           23,447,757
  Deferred compensation                                                                (6,250)             (15,625)
  Accumulated deficit                                                             (13,005,099)         (11,178,242)
  Treasury stock, at cost, 10,738 shares                                              (43,184)             (43,184)
                                                                               ---------------      ---------------

    Total stockholders' equity                                                      13,933,424           15,441,026
                                                                               ---------------      ---------------
    Total liabilities and stockholders' equity                                 $    19,096,039      $    19,592,854
                                                                               ===============      ===============
</TABLE>
                 The accompanying notes are an integral part of
                    these consolidated financial statements



                                       4


<PAGE>


INTERNET LAW LIBRARY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
        (Unaudited)

<TABLE>
<CAPTION>

                                                                         For the three months ended March 31,
                                                                         ------------------------------------
                                                                                2001                2000
                                                                         -------------          -------------
<S>                                                                      <C>                    <C>
REVENUE, NET OF DEFERRED INCOME                                          $     520,659          $     208,382
                                                                         -------------          -------------
OPERATING EXPENSES:
  Selling and marketing                                                        311,193                316,252
  General and administrative                                                   928,053              1,307,147
  Production and computer service                                              147,991                154,763
  Amortization and depreciation                                                884,249                207,478
                                                                         -------------          -------------
  Total operating expenses                                                   2,271,486              1,985,640
                                                                         -------------          -------------
OPERATING LOSS                                                             (1,750,827)            (1,777,258)

INTEREST INCOME (EXPENSE), net                                                (80,630)                (5,507)
GAIN ON SALE OF ASSETS                                                           4,600                      -
                                                                         -------------          -------------
Net Loss                                                                 $ (1,826,857)          $ (1,782,765)
                                                                         =============          =============
BASIC LOSS PER COMMON SHARE                                              $      (0.05)          $      (0.07)
                                                                         =============          =============
WEIGHTED AVERAGE SHARES USED IN
  COMPUTING BASIC LOSS PER COMMON SHARE                                    35,987,460             25,048,852
                                                                         =============          =============
</TABLE>

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


                                       5
<PAGE>


INTERNET LAW LIBRARY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW

<TABLE>
<CAPTION>

                                                                         For the three months ended March 31,
                                                                         ------------------------------------
                                                                                2001                2000
                                                                         -------------          -------------
<S>                                                                      <C>                  <C>


CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                               $  (1,826,857)       $  (1,782,765)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
  Issuance of common stock, options, or warrants for services                    46,000              551,172
  Amortization of deferred compensation                                           9,375               70,630
  Amortization and depreciation                                                 884,249              207,478
  Changes in:
    Accounts receivable                                                          15,163               14,302
    Other current assets                                                         21,634             (29,674)
    Accounts payable                                                            246,315              162,127
    Accrued liabilities                                                          76,160               14,837
    Deferred revenue                                                             60,707              (6,487)
    Assets distributable to stockholders                                        (1,761)                    -
                                                                         -------------          -------------
  Net cash (used in) operating activities                                     (469,015)            (798,380)
                                                                         -------------          -------------
CASH FLOWS FROM INVESTMENT ACTIVITIES:
  Sales of short-term investments                                                     -              450,000
  Additions to database and development costs                                 (441,143)          (3,433,531)
  Additions to furniture and equiment                                          (13,507)            (100,665)
  Sale of equipment                                                               4,600                    -
                                                                         -------------          -------------
    Net cash used in investment activities                               $    (450,050)       $  (3,084,196)
                                                                         -------------          -------------
</TABLE>
                 The accompanying notes are an integral part of
                    these consolidated financial statements


                                       6
<PAGE>


INTERNET LAW LIBRARY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW

<TABLE>
<CAPTION>

                                                                         For the Three Months Ended March 31,
                                                                         ------------------------------------
                                                                                2001                2000
                                                                         --------------        --------------
<S>                                                                      <C>                   <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
  Bank overdraft                                                         $    126,469          $        -
  Due to (due from) affiliated company                                              -           3,071,258
  Proceeds from notes payable                                                 752,897             900,000
  Distribution of Planet Resources assets and liabilities                      13,880                   -
                                                                         --------------        --------------
    Net cash provided by financing activities                                 893,246           3,971,258
                                                                         --------------        --------------
NET INCREASE/(DECREASE) IN CASH
  AND CASH EQUIVALENTS                                                       (25,819)              88,682

CASH AND CASH EQUIVALENTS, beginning of period                                 40,475              78,544
                                                                         --------------        --------------
CASH AND CASH EQUIVALENTS, end of period                                 $     14,656          $  167,226
                                                                         ==============        ==============
SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid for interest                                                 $      5,210          $    1,275
  Cash paid for income taxes                                             $          -          $        -
  Non cash investing and financing transactions:
  Fair value of warrants issued                                          $     46,000          $        -
  Fair value of common stock issued as
    note reduction                                                       $    250,000          $        -
</TABLE>

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


                                       7
<PAGE>


INTERNET LAW LIBRARY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1-BUSINESS:

Internet Law Library, formerly known as Planet Resources, is a Delaware
corporation that provides electronic publishing services and database content
through CD-Rom media and Internet sites with subscription access, licenses and
transaction fees for databases through its subsidiaries, National Law Library,
Inc., GoverNet Affairs, Inc., Brief Reporter, LLC and Compass Data Systems, Inc.
Internet Law Library also provides training and support with federal regulations
through its wholly owned subsidiary, Venco Compliance Inc., and database
content, software, hardware and other support through its subsidiary, ITIS, Inc.
The content of the databases consists of pending legislation, statutory law,
rules and case law at the federal and state levels. Legal briefs from certain
important cases before federal and state courts are also available, as are
litigation forms. This material can be useful to legislators, corporate
regulatory personnel, lobbyists, individual lawyers, judges, law firms,
corporate legal departments, government agencies, and businesses and individuals
involved in legislative efforts, litigation and corporate legal planning.
Interfacing with these databases are retrieval engines that are owned by
Internet Law Library or its subsidiaries. Through its subsidiary Compass Data
Systems, Inc., Internet Law Library also markets a CD-Rom product and a Website
that assist in medical billing. Customers using these Internet sites pay
subscription fees under monthly, quarterly or annual subscription agreements or
per-use licenses.

Internet Law Library's common stock is traded on the over-the-counter Bulletin
Board under the symbol "ELAW.OB."

The board of directors has approved a name change to "ITIS, Inc." to better
describe the products of Internet Law Library as being information technology
and information services. The stockholders will be asked to approve the name
change at Internet Law Library's annual meeting, which is anticipated to be held
on September 11, 2001.

Internet Law Library has incurred significant losses from operations, maintains
a working capital deficit and has used significant cash in operations.
Accordingly, Internet Law Library will require additional financing to fund its
operations and execute its business plan. The inability to obtain additional
financing will substantially impact Internet Law Library's ability to continue
as a going concern. To provide interim financing until long-term financing
becomes available, management plans to continue to utilize additional loans from
Mr. Carr and other directors and investors.

NOTE 2-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

BASIS OF PRESENTATION - The accompanying unaudited interim consolidated
financial statements of Internet Law Library have been prepared in accordance
with generally accepted accounting principles and the rules of the SEC and
should be read in conjunction with the audited consolidated financial statements
and notes thereto contained in Internet Law Library's latest Annual Report filed
with the SEC on Form 10-K. In the opinion of management, all adjustments,
consisting of normal recurring adjustments, necessary for a fair presentation of
financial position and the results of operations for the interim periods
presented have been reflected herein. The results of operations for interim
periods are not necessarily indicative of the results to be expected for the
full year. Notes to the consolidated financial statements, which would
substantially duplicate the disclosure contained in the audited consolidated
financial statements for the most recent fiscal year as reported in Internet Law
Library's 2000 Form 10-K, have been omitted.


                                      8

<PAGE>



INTERNET LAW LIBRARY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

PRINCIPLES OF CONSOLIDATION-The accompanying consolidated financial statements
include the accounts of Internet Law Library and its wholly owned subsidiaries,
National Law Library, GoverNet Affairs, Brief Reporter, ITIS, and Venco
Compliance. The financial statements also include the accounts of Compass Data
Systems, of which Internet Law Library is majority shareholder. All significant
inter-company balances and transactions have been eliminated in consolidation.

REVENUE RECOGNITION-Revenues consist of subscription and other fees charged for
access to Internet Law Library's databases, products and services and are
recognized in accordance with the provisions of Staff Accounting Bulletin No.
101, REVENUE RECOGNITION IN FINANCIAL STATEMENTS, as follows:

         PRODUCT REVENUE- Revenue from the sales of products (CD's and written
         materials) is recognized after shipment of the products and fulfillment
         of acceptance terms, if any.

         SERVICES REVENUE-Revenue from subscriptions, transactional fees,
         customer training, technical support and other services is recognized
         as the service is performed.

USE OF ESTIMATES-The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
revenues and expenses and the disclosure of contingent assets and liabilities.
Actual results could differ from those estimates.

 BASIC LOSS PER SHARE-Basic loss per share has been computed by dividing net
loss by the weighted average number of shares outstanding. Shares of Internet
Law Library outstanding at the time of the reverse acquisition have been treated
as outstanding during the entire period, after adjustment for a 1 for 2 reverse
stock split immediately preceding the reverse acquisition. Shares of National
Law Library outstanding before the reverse acquisition have been included in
weighted average shares outstanding since November 30, 1998, its date of
inception. All options outstanding at March 31, 2001 and 2000 have not been
included because they are anti-dilutive. Accordingly, basic and diluted loss per
share is the same for all periods presented.

NOTE 3-BUSINESS SEGMENTS

Internet Law Library and its subsidiaries are engaged in the business of
providing Internet services, electronic information publishing, and compliance
and safety training materials.

<TABLE>
<CAPTION>

                                                            SEGMENT INFORMATION

THREE MONTHS ENDED                                          INCOME FROM           INTEREST     TOTAL            DEPRECIATION/
MARCH 31, 2001                           NET SALES          OPERATIONS            EXPENSE      ASSETS           AMORTIZATION
------------------                       --------------     ------------       -----------     ------------     --------------
<S>                                      <C>                <C>                <C>             <C>              <C>
Internet Services                        $      364,865     $ (1,780,318)      $  80,391       $ 17,182,325     $     612,865
Electronic Publishing                           141,709          (41,667)            239          1,821,769           266,854
Compliance and Safety
Training Materials                               14,085           (4,872)              0            91,945              4,530
                                         --------------     ------------       -----------     ------------     --------------
Total, Internet Law Library              $      520,659     $ (1,826,857)      $  80,630       $ 19,096,039     $     884,249
                                         ==============     ============       ===========     ============     =============
</TABLE>


                                       9

<PAGE>



INTERNET LAW LIBRARY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

<TABLE>
<CAPTION>
THREE MONTHS ENDED                                          INCOME FROM           INTEREST     TOTAL            DEPRECIATION/
MARCH 31, 2001                           NET SALES          OPERATIONS            EXPENSE      ASSETS           AMORTIZATION
------------------                       --------------     ------------       -----------     ------------     --------------
<S>                                      <C>               <C>                <C>             <C>               <C>

Internet Services                           $   208,382     $(1,777,258)      $   5,507       $8,846,000        $   207,478
Electronic Publishing                                 -               -               -                -                  -
Compliance and Safety
Training Materials                                    -               -               -                -                  -
                                         --------------     ------------      -----------      ------------     --------------
Total, Internet Law Library, Inc.           $   208,382     $(1,777,258)      $   5,507        $8,846,000       $   207,478
                                         ==============     ============      ===========      ============     ==============
</TABLE>

NOTE 4-IMPAIRMENT OF LONG-LIVED ASSETS:

Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of"
requires that long-lived assets and certain identifiable intangibles to be held
and used by an entity be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable.

In connection with its revised operating plan to restructure and stabilize its
business, Internet Law Library, with the assistance of an independent appraisal
firm, conducted a strategic review of certain aspects of its business. The
strategic review included review and evaluation of certain long-lived assets
including content, goodwill and other intangibles. The revised projections
provided the basis for measurement of the asset impairment charge. Accordingly,
Internet Law Library recorded non-cash impairment charges and wrote down
capitalized database content and software costs by $748,024 at December 31,
2000.

Management is of the opinion at this time that no additional impairment of
goodwill and other intangibles exists; however, this opinion is dependent on
Internet Law Library's ability to significantly increase its revenue and
generate enough debt and equity funding from outside sources to continue
investment and expansion at current levels.

At this time, Internet Law Library has been unable to secure the additional
outside capital that will insure its ability to continue at its current level of
expansion and meet its operational forecasts. Management believes that
additional funding will be obtained; however, if it is not obtained within the
second quarter of 2001 and thereafter, it is reasonably possible that additional
impairment could result that would have a material impact on the consolidated
financial statements, asset values, and ongoing operations of Internet Law
Library. Management believes that the evaluation of potential future impairment
of content, goodwill, and other intangibles represents an estimate made by
management that is subject to impact in the near term in accordance with the
American Institute of Certified Public Accountant's Statement of Position (SOP)
94-6 "Disclosure of Certain Significant Risks and Uncertainties".

NOTE 5-SPIN-OFF OF PLANET RESOURCES:

Under an Agreement and Plan of Distribution dated March 25, 1999 between
Internet Law Library (then Planet Resources, Inc.) and National Law Library,
Internet Law Library was obligated to distribute certain assets consisting of
cash and mining assets to its original stockholders. Effective March 27, 2001,
the foregoing mineral rights and cash were indirectly distributed to the
original stockholders of Internet Law Library pursuant to an Amended and


                                     10


<PAGE>



INTERNET LAW LIBRARY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Restated Agreement and Plan of Distribution dated March 13, 2001, whereby Planet
Resources, one of Internet Law Library's wholly owned subsidiaries, was spun-off
from Internet Law Library and acquired the mining and other interests. Internet
Law Library no longer maintains any interest in these properties.

NOTE 6-ACQUISITIONS:

ITIS

On March 23, 2000, Internet Law Library's board of directors approved the
purchase of ITIS, Inc. subject to certain final reviews and negotiations that
were concluded in April 2000. According to the terms of a Stock Exchange
Agreement, effective April 30, 2000, Internet Law Library exchanged 5,044,903
shares of its common stock, of which all were unregistered shares, for all of
the shares of ITIS. In addition to the exchange of stock, Internet Law Library
assumed liabilities to Hunter M. A. Carr in the amount of $425,050. These
liabilities are non-interest-bearing and payable on demand.

Since National Law Library's inception on November 30, 1998 until Internet Law
Library's acquisition of ITIS on April 30, 2000, ITIS served as one of National
Law Library's primary vendors of new case law content while also providing
various executive, sales, production, and administrative services. During the
period from National Law Library's inception to December 31, 1999, Hunter M.A.
Carr was the sole stockholder of ITIS. During the three months ended March 31,
2000, Mr. Carr sold or otherwise conveyed approximately 92% of his stock in ITIS
to various individuals and entities, some of which are either directors or
officers of Internet Law Library or are entities controlled by directors of
Internet Law Library. Of the 5,044,903 shares issued to ITIS stockholders,
1,721,003 shares were issued to five directors of Internet Law Library or their
beneficiaries and 332,300 shares were issued to five officers of Internet Law
Library. The results of operations of ITIS have been included in Internet Law
Library's consolidated financial statements as of the acquisition date.

The acquisition has been accounted for under the purchase method of accounting.
The total purchase price of $11,917,400 includes Internet Law Library's
allocation to intangible assets for this acquisition of $6.9 million to database
content and software costs and $2 million to contractual agreements, based on
the results of an independent appraisal.

COMPASS DATA SYSTEMS

On July 27, 2000, Internet Law Library's board of directors approved the
purchase of a controlling interest in Compass Data Systems, Inc., a private
Nevada corporation that provides electronic information publishing services in a
completely searchable information database to a wide variety of industries and
organizations. Stock purchase agreements by and between Internet Law Library and
certain stockholders of Compass Data Systems were signed with each of the
sellers effective as of October 1, 2000. Under the terms of these stock purchase
agreements, Internet Law Library agreed to issue an aggregate of 1,676,105
unregistered shares of Internet Law Library's common stock, valued at
approximately $2.3 million, for approximately 63% of the total outstanding
shares of Compass Data Systems. As of December 31, 2000, 1,670,378 shares had
been issued to the selling shareholders. Compass Data Systems had a negative net
worth as of the date of acquisition and has continued to incur net operating
losses. Therefore, no minority interest for the remaining 37% has been recorded
in the financial statements. The issuances of Internet Law Library stock were
made in reliance upon the Section 4(2) private


                                      11

<PAGE>

INTERNET LAW LIBRARY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

placement exemption from registration. None of the sellers received registration
rights for the Internet Law Library shares they received in this transaction.
The results of operations of Compass Data Systems and the fair value of the
tangible and intangible assets acquired and liabilities assumed have been
included in Internet Law Library's consolidated financial statements as of the
acquisition date.

The acquisition was accounted for under the purchase method of accounting. The
total purchase price of $2,294,425 includes Internet Law Library's allocation of
$1,294,425 to database content and software costs and $1 million to a
contractual agreement, based on the results of an independent appraisal.

VENCO COMPLIANCE
On September 28, 2000, Internet Law Library's board of directors approved the
purchase of all of the stock of Venco Compliance, Inc., a private Texas
corporation that is in the business of selling compliance and safety training
and information to businesses such as dry cleaners and others that deal with
hazardous chemicals, biomaterials and other regulated substances. In connection
with this acquisition, Internet Law Library issued an aggregate of 100,000
unregistered shares of Internet Law Library's common stock at closing on October
1, 2000, valued then at $90,600, to Donald E. and Cathryn V. Tull. Internet Law
Library may issue an additional 25,000 unregistered shares each to Donald Tull
and Cathryn Tull in the future for consulting services with the last issuance
occurring in the year 2003. Venco Compliance has also entered into a consulting
agreement with Cathryn Tull that pays her $72,000 per year for a term of one
year, with a renewal right for a one-year term on each anniversary of the
agreement. In addition, Ms. Tull is eligible to receive a cash bonus based on
Venco Compliance's revenues. These issuances were made in reliance upon Section
4(2) private placement exemption from registration. Neither of the two sellers
received registration rights for the shares of Internet Law Library they
received in this transaction. The results of operations of Venco Compliance and
the fair value of tangible and intangible assets acquired and liabilities
assumed have been included in Internet Law Library's consolidated financial
statements as of the acquisition date.

The acquisition was accounted for under the purchase method of accounting and
resulted in $90,600 of the purchase price being allocated to goodwill.

The following unaudited pro forma financial information for the three months
ended March 31, 2001 and 2000, assumes the acquisitions of ITIS, Compass Data
Systems and Venco Compliance had occurred on January 1, 2000:

<TABLE>
<CAPTION>


                                                               THREE MONTHS ENDED      THREE MONTHS ENDED
                                                               -------------------     ------------------
                                                               MARCH 31, 2001          MARCH 31, 2000
                                                               --------------          --------------
<S>                                                            <C>                     <C>
                 Revenues                                      $   520,659                $499,492

                 Net loss                                      $(1,826,857)            $(2,761,273)
                 Loss per share                                $     (0.05)                $ (0.09)
</TABLE>


                                       12
<PAGE>


INTERNET LAW LIBRARY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 7-NOTES PAYABLE AND FINANCING AGREEMENTS:

During the year ended December 31, 2000, Internet Law Library borrowed a total
of $1,805,000 from Hunter M.A. Carr, its CEO, to fund working capital
requirements. Additionally, Mr. Carr advanced $255,000 during January and
February 2001, and $75,000 in March, 2001. The borrowings through February 28,
2001were evidenced by unsecured promissory notes, each bearing an annual
interest rate of 11.75% and payable in full with accrued interest after six
months. On February 28, 2001, the notes through that date were consolidated into
one demand note in the amount of $2,060,000 bearing interest at the rate of
prime plus two percent per year, payable in cash on demand after one year. At
Mr. Carr's option and with 30 days written notice, the note may be repaid in
common stock of Internet Law Library at a discounted price based on the lowest
price at which Internet Law Library has sold its common stock during the
one-year period preceding the exercise of this option. On March 10, 2001,
Internet Law Library retired $250,000 in principal from this note by issuing
1,153,828 restricted shares of common stock to Mr. Carr at a price of $.216667
per share. New promissory notes bearing the same terms have been issued to Mr.
Carr for advances to Internet Law Library since March 1, 2001. As of March 31,
2001, the total principal amount and accrued but unpaid interest owed to Mr.
Carr was $1,885,000 and $180,558, respectively.

In connection with the acquisition of ITIS, Internet Law Library assumed
liabilities to Hunter M. A. Carr in the amount of $425,050. The liabilities are
non-interest-bearing and payable on demand.

In October 2000, Internet Law Library executed demand notes for $400,000 and
$50,000 in favor of George A. Roberts and W. Allyn Hoaglund, members of its
board of directors. The notes bear interest at the rate of prime plus two
percent per year and are payable in cash on demand after one year. At the option
of the holder and with 30 days written notice, the notes may be repaid in common
stock of Internet Law Library at a discounted price based on the lowest price at
which Internet Law Library has sold its common stock during the one-year period
preceding the exercise of this option.

In November and December 2000 Internet Law Library entered into financing
agreements with Cootes Drive LLC as described below. Due to recent litigation in
regard to these financing agreements, it is not expected that any further
funding will occur from this private capital fund (see note 8).

On November 20, 2000, Internet Law Library entered into an equity line financing
arrangement with Cootes Drive LLC. This arrangement is the successor to the
intermediate financing agreement of May 11, 2000. The financing arrangement is
in the form of a Securities Purchase Agreement providing for the purchase by
Cootes Drive of up to $25,000,000 worth of shares of common stock of Internet
Law Library over an 18-month period. Under the terms of the Securities Purchase
Agreement, Internet Law Library can deliver a put to Cootes Drive specifying the
dollar amount of shares Internet Law Library intends to sell on each put up to a
maximum of 150% of the product of the weighted average daily price of Internet
Law Library's common stock and the weighted average trading volume (closing bid
price multiplied by volume for a particular day) for the twenty trading day
period prior to the delivery of a put. The number of shares to be acquired by
the investor in each put is determined by dividing the dollar amount of the put
by 90% of the average of the two lowest closing bid prices for Internet Law
Library's stock during the ten trading days preceding the date of the put. The
maximum amount that Internet Law Library can receive under the Securities
Purchase Agreement is $25 million or a lesser amount


                                      13

<PAGE>

INTERNET LAW LIBRARY, INC.
AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

depending on the limitation on the number of shares Cootes Drive (and its
affiliates) are permitted to hold at any one time, which is 4.99% of the then
outstanding common stock of Internet Law Library. Certain conditions must be met
before Cootes Drive is obligated to accept a put from Internet Law Library. As
of March 31, 2001, Internet Law Library did not meet certain of the funding
conditions listed in this agreement and was not able to obtain any funds under
this financing arrangement.

Due to recent litigation in regard to the foregoing financing agreement (see
note 8), it is not expected that Cootes Drive would honor a put even if Internet
Law Library were to meet the funding requirements in the future.

In connection with the equity line arrangement, Cootes Drive surrendered for
cancellation a five-year warrant for 500,000 shares at an exercise price of
$3.56 that was issued on May 11, 2000, and Internet Law Library issued: (i) a
five-year warrant No. 2 to Cootes Drive for the purchase of 250,000 shares of
common stock at an exercise price of $3.56 (issued in connection with the
preferred stock offering);


         (ii)     a five-year warrant No. 3 to Cootes Drive for the purchase of
                  250,000 shares of common stock at exercise price of $0.60;

         (iii)    a five-year warrant No. 4 to Cootes Drive for the purchase of
                  1,000 shares for every $100,000 of puts delivered at an
                  exercise price of 120% of the average closing bid price of the
                  common stock for the five trading days preceding the closing
                  of a put (which shall vest in part each time a put is closed);
                  and

         (iv)     a five-year warrant No. 5 to Cootes Drive which becomes
                  exercisable only if Internet Law Library does not deliver puts
                  in the aggregate amount of $10,000,000, at an exercise price
                  equal to the average of the lowest three bid prices in the
                  90-day period preceding the exercise.

On December 5, 2000, Internet Law Library executed a convertible promissory note
in the face amount of $500,000 in favor of Cootes Drive. The note is a demand
note, and accrues interest at the rate of 5% per annum. The principal can be
converted to common stock of Internet Law Library based on a conversion price
equal to the lesser of (i) $0.288 or (ii) 80% of the average of the three lowest
closing prices during a 20 day period prior to the date of conversion. In
connection with this promissory note, Internet Law Library issued a warrant to
the investor for 41,650 shares at an exercise price of $0.228 per share. A
commission of $17,500 and legal fees of $30,000 related to the equity line
financing arrangement were paid from the proceeds of this note. On December 5,
2000, Internet Law Library also entered into a side letter agreement that
obligated the same private capital fund to provide an additional $500,000 on
January 14, 2001, in exchange for another convertible promissory note, on
similar terms. Funding of this note was contingent upon, among other things, the
weighted average daily trading volume for Internet Law Library's common stock
averaging $165,000 for the period between December 5, 2000 and January 14, 2001.
Upon closing of this second promissory note, Internet Law Library was to be
obligated to issue a five-year warrant for 41,650 shares with an exercise price
equal to the average of the closing bid prices of the common stock for the five
trading days prior to issuance of this note, and register the resale of such
shares. These conditions were not met and this additional funding never
occurred. On December 5, 2000, Internet Law Library granted registration rights
to Cootes Drive for up to 17,541,650 shares of common stock it may acquire


                                     14

<PAGE>


INTERNET LAW LIBRARY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

under the equity line financing, the convertible promissory note financings and
the warrants granted in connection with all of these financings. Internet Law
Library filed a registration statement with the SEC covering the resale of these
shares that was declared effective on January 11, 2001.

On January 16, 2001, Internet Law Library executed a demand promissory note in
the amount of $100,000 payable to an unaffiliated third party. The note bears
interest at 10% per year and is payable in cash on demand after one year. At the
option of the holder and with 30 days written notice, the note may be repaid in
common stock of Internet Law Library at a discounted price based on the lowest
price at which Internet Law Library has sold its common stock during the
one-year period preceding the exercise of this option.

In February 2001, Internet Law Library executed demand notes for $190,000 and
$50,000 in favor of George A. Roberts and W. Paul Thayer, members of its board
of directors. The notes bear interest at the rate of prime plus two percent per
year and are payable in cash on demand after one year. At the option of the
holder and with 30 days written notice, the notes may be repaid in common stock
of Internet Law Library at a discounted price based on the lowest price at which
Internet Law Library has sold its common stock during the one-year period
preceding the exercise of this option.

 On February 28, 2001, Internet Law Library executed a demand promissory note in
the amount of $25,000 payable to an unaffiliated third party. The note bears
interest at the rate of prime plus two percent per year and is payable in cash
on demand after one year. At the option of the holder and with 30 days written
notice, the note may be repaid in common stock of Internet Law Library at a
discounted price based on the lowest price at which Internet Law Library has
sold its common stock during the one-year period preceding the exercise of this
option.

On March 21, 2001, Internet Law Library executed a demand promissory note for
$70,000 in favor of W. Paul Thayer, a member of the board of directors. The note
bears interest at the rate of prime plus two percent per year and is payable in
cash on demand after one year. At the option of the holder and with 30 days
written notice, the note may be repaid in common stock of Internet Law Library
at a discounted price based on the lowest price at which Internet Law Library
has sold its common stock during the one-year period preceding the exercise of
this option.

Due to recent litigation in regard the financing agreements described above with
Cootes Drive LLC (see note 8), it is not expected that any further funding will
occur from this private capital fund. Accordingly, Internet Law Library will
require new financing or equity capital to fund its operations and execute its
business plan. The inability to obtain additional financing will substantially
impact Internet Law Library's ability to continue as a going concern. As of May
15, 2001, the date of this filing, Internet Law Library's sources of an adequate
supply of financing or capital are severely limited. To provide interim
financing until long-term financing, if any, becomes available, management plans
to continue to supplement its cash flow needs by utilizing additional loans from
Mr. Carr and other directors and investors as long as such funds are available.


                                     15

<PAGE>


INTERNET LAW LIBRARY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 8-COMMITMENTS AND CONTINGENCIES:

LITIGATION
On January 26, 2001, in order to protect Internet Law Library and its
stockholders, Internet Law Library filed a lawsuit in United States District
Court for the Southern District of Texas, Houston Division, against Cootes Drive
LLC and several other defendants for damages resulting from alleged stock
manipulation, federal securities law violations, civil RICO, fraud, violations
of Texas securities laws and other Texas statutes and conspiracy. The case also
alleges misrepresentations by co-conspirators in connection with certain funding
transactions with Internet Law Library. All defendants have filed a joint motion
to transfer this case to New York to be consolidated with the lawsuit filed
against us as described below. We intend to prosecute the case vigorously.
However, in the opinion of our litigation counsel the case is not sufficiently
advanced to permit a current evaluation of the likelihood of a successful
outcome.

On February 5, 2001 Cootes Drive LLC filed a suit against Internet Law Library
in the Southern District of New York alleging breach of one of the financing
agreements with us for failure to honor a conversion of its shares of
convertible preferred stock. The suit seeks monetary damages of $10,000 per day
and seeks to compel Internet Law Library to issue shares of common stock to
Cootes Drive LLC. Internet Law Library's answer to this lawsuit has been filed,
as has a motion to transfer this case to Houston, Texas to consolidate this
action with the case previously filed by Internet Law Library. Cootes Drive LLC
has filed a motion requesting leave to amend their complaint in order to add
allegations that Internet Law Library is in default on a $500,000 promissory
note in favor of Cootes Drive LLC (the alleged default occurring after the
filing of Internet Law Library's suit against Cootes Drive LLC et al); that
Internet Law Library has not honored a notice of redemption of preferred shares
held by Cootes Drive LLC in the amount of $2,214,012 (allegedly occurring after
the filing of Internet Law Library's suit against Cootes Drive LLC et al); and
that Internet Law Library defrauded Cootes Drive by failing to disclose material
information with respect to the background of a key officer at Internet Law
Library. Internet Law Library is opposing this motion. The preferred shares and
the associated funding transactions at issue are the subject matter of Internet
Law Library's suit in Houston against Cootes Drive LLC. Internet Law Library
intends to defend this case vigorously. Litigation counsel has advised us that
the case is not sufficiently advanced to permit an evaluation of the likelihood
of the outcome.

John M. O'Quinn, our Texas-based litigation counsel in this matter, has agreed
to represent Internet Law Library and our directors, if necessary, in both of
these lawsuits on a 50% contingent fee basis with his law firm paying all
expenses of the litigation. The fee will be calculated after all expenses have
been reimbursed to Mr. O'Quinn's law firm.
Other than the litigation discussed above, Internet Law Library is not currently
aware of any other pending litigation or any material potential litigation.
While Internet Law Library is subject to claims, either asserted or unasserted,
arising in the normal course of business, management believes that the outcome
of any or all of these claims would not have a material adverse effect on the
consolidated financial position or results of operations of Internet Law
Library.

NOTE 9-STOCKHOLDER'S EQUITY:

COMMON AND PREFERRED STOCK

On May 11, 2000, Internet Law Library entered into an intermediate financing
agreement with Cootes Drive LLC, and privately placed 300 shares of 5% Series A
Convertible Preferred Stock

                                      16



<PAGE>



INTERNET LAW LIBRARY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

for $3 million. This preferred stock is convertible into shares of Internet Law
Library's common stock based on a price equal to the lesser of (i) $3.2375 or
(ii) 80% of the average of the three lowest closing bid prices during a 20-day
trading period prior to the date of conversion. Internet Law Library is entitled
to redeem the convertible preferred stock at a cash price equal to 120% of the
issue price, provided there is an effective registration statement for the
underlying shares of common stock. On July 5, 2000, the SEC declared the
registration statement filed by Internet Law Library effective, which registered
an amount of shares of its common stock then sufficient to satisfy any
conversion, warrant exercise, and dividend requirements under the terms of this
financing agreement. The convertible preferred stock purchased by the investor
is subject to mandatory redemption by Internet Law Library upon the occurrence
of a change in control or certain other events. As part of this financing
agreement and in consideration for negotiating a 25 million equity line
completed on November 20, 2000 Internet Law Library agreed to issue a five-year
warrant to the investor for the purchase of 500,000 shares of its common stock
at an exercise price of $3.56 per share. In the equity line agreement completed
on November 20, 2000, this warrant was replaced with 2 five-year warrants for
the purchase of 250,000 shares each at exercise prices of $3.56 and $.60 per
share. The estimated fair value of these warrants totals $710,397 and has been
recorded in stockholders' equity. Additionally, at May 11, 2000 Internet Law
Library agreed to issue a five-year warrant to a third party for the purchase of
200,000 common shares at an exercise price of $3.3994 per share. The estimated
fair value of this warrant totals $448,817 and has been recorded in
stockholders' equity. On December 5, 2000 Internet Law Library agreed to issue a
five-year warrant to Cootes Drive for the purchase of 41,650 shares of its
common stock at an exercise price of $.288 per share. The estimated value of
this warrant totals $8,158 and has been recorded in stockholders' equity. A
commission of $100,000 and legal fees of $30,000 related to this financing
arrangement were recorded net of preferred stock proceeds in stockholders'
equity. As of March 31, 2001, Internet Law Library did not meet certain funding
conditions and was not able to obtain any funds under this financing
arrangement.

On January 26, 2001, in order to protect Internet Law Library and its
stockholders, Internet Law Library filed a lawsuit in the United States District
Court against Cootes Drive and several other defendants for damages resulting
from alleged stock manipulation, SEC violations, civil RICO, fraud, violations
of Texas securities laws, and other Texas statutes and conspiracy. Due to this
recent litigation it is not expected that any further funding will occur from
this private capital fund, and that Cootes Drive will not honor a put even if
Internet Law Library meets the requirements of the financing agreement in the
future. For more information on this litigation and a suit filed by Cootes Drive
on February 5, 2001 against Internet Law Library, see note 8.

On March 10, 2001, in accordance with conversion terms in the February 28, 2001
demand note payable to Hunter M.A. Carr, Internet Law Library issued 1,153,828
restricted shares of common stock priced at $.216667 per share to Mr. Carr,
representing payment of $250,000 towards the note payable to Mr. Carr in the
original amount of $2,060,000.

STOCK OPTIONS AND WARRANTS

On February 22, 2001 Internet Law Library issued warrants to James W. Christian
to purchase 300,000 shares of Internet Law Library's common stock at an exercise
price of $0.15 per share, at any time and from time to time from and after
February 22, 2001 and through and including February 22, 2006. These warrants
were issued in exchange for services provided to Internet Law Library, and have
an estimated value of $46,000.


                                      17

<PAGE>



INTERNET LAW LIBRARY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

On March 15, 2001 the board of directors adopted the 2001 Executive Stock Option
Plan for Internet Law Library. Under the Plan, the stock option committee of the
board of directors, consisting of at least two non-employee members of the board
of directors, may grant stock options to purchase up to 7 million shares of
common stock of Internet Law Library (either incentive or non-qualified stock
options) to employees of Internet Law Library or its subsidiary corporations.
The stock option committee has discretion to determine the terms and conditions
upon which the options may be exercised. The Plan will be submitted to the
stockholders for ratification at Internet Law Library's annual meeting, which is
anticipated to be held on September 11, 2001.

NOTE 10-CONDITIONS AFFECTING ONGOING OPERATIONS

Internet Law Library's financial statements are prepared using principles
applicable to a going concern, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business. However, at this
time we do not have significant cash or other material liquid assets, nor do we
have an established source of revenues, financing or capital sufficient to cover
operating costs and to allow us to continue as a going concern. We may in the
future experience significant fluctuations in the results of our operations.
Such fluctuations may result in volatility in the price and/or value of Internet
Law Library's common stock. Shortfalls in revenues, financing or capital may
adversely and disproportionately affect the results of operations because a high
percentage of the operating expenses are relatively fixed. Accordingly,
management believes that period-to-period comparisons of results of operations
should not be relied upon as an indication of future results of operations.

Internet Law Library will be required to obtain additional financing or capital
to maintain operations, and that financing or capital may have provisions that
could suppress future stock prices or cause significant dilution to current
shareholders. Our internally generated cash flows from operations have
historically been and continue to be insufficient for our cash needs. As of May
15, 2001 our sources of external and internal financing are very limited. It is
not expected that the internal source of liquidity will improve until
significant net cash is provided by operating activities (which may not be
achieved in the near term, if ever), and until such time, we will rely upon
external sources for liquidity. Management of Internet Law Library believes that
net proceeds of future anticipated securities offerings and projected revenues
from operations should be sufficient to fund ongoing operations and business
plans. However, the anticipated offerings may not be undertaken, and if
undertaken, may not be successful, or the proceeds derived from such offerings
may not be sufficient to fund operations and meet our needs. Further, our
revenues may not be realized as projected. Internet Law Library's current
working capital and cash flow from operations is not sufficient to cover cash
requirements for the balance of 2001 or to bring us to a positive cash flow
position.

As of April 30, 2001, Internet Law Library's regular monthly cash operating
expenditures exceeded monthly cash receipts by approximately $250,000.
Integration of current and prior period acquisitions of GoverNet Affairs, Brief
Reporter, ITIS, Compass Data Systems and Venco Compliance as well as any
potential future acquisitions are critical to the success of our business plan.
We have already implemented plans to reduce administrative costs and to increase
revenues through increased marketing and increases in prices. While many factors
can impact future operations and these improvements cannot be assured of
success, the management of Internet Law Library intends to take all actions
deemed prudent and necessary.



                                      18

<PAGE>



INTERNET LAW LIBRARY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 11-SUBSEQUENT EVENTS:

NOTES PAYABLE

In April 2001, Internet Law Library executed demand notes for $92,617 to Hunter
M. A. Carr for additional advances made to Internet Law Library. The notes bear
interest at the rate of prime plus two percent per year and are payable in cash
on demand after one year. At Mr. Carr's option and with 30 days written notice,
the notes may be repaid in common stock of Internet Law Library at a discounted
price based on the lowest price at which Internet Law Library has sold its
common stock during the one-year period preceding the exercise of the option. As
of May 11, 2001, the total principal amount and accrued but unpaid interest owed
to Mr. Carr was $1,977,617 and $200,199, respectively.

COMMON STOCK AND STOCK OPTIONS

On April 6, 2001, Internet Law Library issued 125,000 shares of common stock,
valued at $23,248, as compensation to its outside directors. These awards were
recorded as compensation expense in April 2001.

On April 16, 2001, pursuant to the 2001 Executive Stock Option Plan, Internet
Law Library issued 1,000,000 stock options to Kelley V. Kirker, Director and
Chief Operations Officer of Internet Law Library. These options were fully
vested at the grant date and were exercisable in whole or in part at any time
for a period of 3 years at an exercise price equal to 67% of the bid price of
common shares of Internet Law Library at the date of exercise. Mr. Kirker
exercised these options on April 18, 2001, and 1,000,000 shares of Internet Law
Library common stock were issued to Mr. Kirker on April 19, 2001.


                                     19

<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion should be read in conjunction with the consolidated
financial statements of Internet Law Library, Inc., which are included elsewhere
in this Form 10-Q. Included in this discussion are certain forward-looking
statements regarding Internet Law Library's expectations for its business and
its capital resources. These expectations are subject to various uncertainties
and risks that may cause actual results to differ significantly from these
forward-looking statements.

Internet Law Library, formerly known as Planet Resources, is a Delaware
corporation that provides electronic publishing services and database content
through CD-Rom media and Internet sites with subscription access, licenses and
transaction fees for databases through its subsidiaries, National Law Library,
Inc., GoverNet Affairs, Inc., Brief Reporter, LLC and Compass Data Systems, Inc.
Internet Law Library also provides training and support with federal regulations
through its wholly owned subsidiary, Venco Compliance Inc., and database
content, software, hardware and other support through its subsidiary, ITIS, Inc.
The content of the databases consists of pending legislation, statutory law,
rules and case law at the federal and state levels. Legal briefs from certain
important cases before federal and state courts are also available, as are
litigation forms. This material can be useful to legislators, corporate
regulatory personnel, lobbyists, individual lawyers, judges, law firms,
corporate legal departments, government agencies, and businesses and individuals
involved in legislative efforts, litigation and corporate legal planning.
Interfacing with these databases are retrieval engines that are owned by
Internet Law Library or its subsidiaries. Through its subsidiary Compass Data
Systems, Inc., Internet Law Library also markets a CD-Rom product and a Website
that assist in medical billing. Customers using these Internet sites pay
subscription fees under monthly, quarterly or annual subscription agreements or
per-use licenses.

On April 30, 2000, Internet Law Library acquired all of the outstanding stock of
ITIS Inc., a company once wholly owned by Hunter M.A. Carr, Internet Law
Library's Chairman of the Board, President, Chief Executive Officer and largest
stockholder. According to the terms of the stock exchange agreement, Internet
Law Library exchanged 5,044,903 unregistered shares of their common stock for
all of the outstanding common stock of ITIS. While serving as one of Internet
Law Library's primary vendors of case law content, ITIS also furnishes hardware,
software, content conversion technology and management support and expertise to
the other affiliates of Internet Law Library. Internet Law Library expects to
use ITIS' expertise in the future to provide similar products in other
industries.

On October 1, 2000, Internet Law Library acquired controlling interest in
Compass Data Systems, Inc., a private Nevada corporation that provides
electronic information publishing services in a completely searchable
information database to a wide variety of industries and organizations. Under
the terms of stock purchase agreements with certain stockholders of Compass Data
Systems, Internet Law agreed to issue an aggregate of 1,676,105 unregistered
shares of Internet Law Library's common stock for approximately 63% of the total
outstanding shares of Compass Data Systems.

On October 1, 2000, Internet Law Library acquired all of the outstanding stock
of Venco Compliance, Inc., a private Texas corporation that is in the business
of selling compliance and safety training and information to businesses such as
dry cleaners and others that deal with hazardous chemicals, biomaterials and
other regulated substances. In connection with this


                                      20


<PAGE>


acquisition, Internet Law Library issued an aggregate of 100,000 unregistered
shares of Internet Law Library common stock in exchange for all of the
outstanding common stock of Venco Compliance.

The following is management's discussion and analysis of certain significant
factors that have affected Internet Law Library's financial condition and
results of operations during the three months ended March 31, 2001 and 2000.

RESULTS OF OPERATIONS

REVENUES. Revenue increased by $312,277 from $208,382 for the three months ended
March 31, 2000 to $520,659 for the three months ended March 31, 2001. Revenues
of subsidiaries Compass Data Systems, which represents our electronic publishing
segment, account for approximately $142,000 of the increase, while revenues of
Venco Compliance, our compliance and safety training materials segment, account
for approximately $14,000. The revenue increase for the Internet services
segment of our business was approximately $156,500, of which $46,600 relates to
increased revenues of GoverNet Affairs and $109,900 relates to increased
revenues of National Law Library. For the three months ended March 31, 2001, the
reported revenue of GoverNet Affairs in the approximate amount of $72,600 is net
of deferred income recorded to the statement of operations in the amount of
$58,745. The revenue increase in GoverNet Affairs is largely due to a
restructured sales force based primarily in the Houston, Texas corporate office
of Internet Law Library, and related increased marketing efforts. The revenue of
National Law Library increased primarily due to a growing number of subscribers
to National Law Library's expanding databases, to subscription price increases,
and to the addition of transactional pricing to National Law Library's product
availability. Since the beginning of the second quarter of 2001, ITIS has become
actively involved in litigation support activities, which we anticipate will
generate additional revenues for Internet Law Library in the second quarter of
2001 and thereafter.

SALES AND MARKETING EXPENSE. Sales and marketing expense decreased by $5,059
from $316,252 for the three months ended March 31, 2000 to $311,193 for the
three months ended March 31, 2001. While the acquisitions of Compass Data
Systems and Venco Compliance in the fourth quarter of 2000 resulted in increased
sales and marketing expense of $45,247, restructuring and combination of much of
the sales forces of GoverNet Affairs and National Law Library resulted in
decreased sales compensation amounting to approximately $50,300. Non
personnel-related sales and marketing expense is largely concentrated in placing
banner ads on Internet sites, increased print advertising in legal publications,
and participation in major legal industry meetings and conferences.
Additionally, National Law Library is actively involved in and continues to
pursue strategic alliance positions with bar associations and other entities
involved in the legal industry.

GENERAL AND ADMINISTRATIVE EXPENSE. The decrease in general and administrative
expense of $379,094 is primarily attributable to decreases in non-cash stock and
option awards, which decreased by $555,773 from $621,802 for the three months
ended March 31, 2000 to $66,029 for the three months ended March 31, 2001.
Additional decreases were obtained through the elimination of non-essential
overhead expenses. These decreases were offset by increases in consulting,
auditing and legal expenses related to securities law compliance, litigation,
capital raising transactions and financial reporting obligations, and by
approximately $167,000 in increased general and administrative expense related
to subsidiaries ITIS, Compass Data Systems and Venco Compliance. Internet Law
Library is continuing to reduce non-essential operating expenses during the
second quarter of 2001.

PRODUCTION AND COMPUTER SERVICE EXPENSE. Production and computer service expense
decreased by $6,772 from $154,763 for the three months ended March 31, 2000 to
$147,991 for the three


                                      21


<PAGE>

months ended March 31, 2001. While increased production and computer service
expense in the amount of $69,391 resulted from the acquisition of Compass
Data Systems and production expense of GoverNet Affairs increased by $34,966,
the acquisition of the production expertise of subsidiary ITIS assisted in
enabling National Law Library to decrease production expense by approximately
$111,000. Production and computer service expense relates primarily to
Internet service provider co-location costs, contract programming expense and
ongoing maintenance of computer equipment and software for all subsidiaries,
and ongoing updates of legislative information.

AMORTIZATION AND DEPRECIATION EXPENSE. Amortization and depreciation expense
increased by $676,771 from $207,478 for the three months ended March 31, 2000 to
$884,249 for the three months ended March 31, 2001. The increase is primarily
attributable to amortization of intangible assets relating to the acquisitions
of ITIS, Compass Data Systems and Venco Compliance. Approximately $18,360 of the
increase relates to depreciation of fixed-asset acquisitions.

INTEREST EXPENSE. Interest expense increased by $75,123 from $5,507 for the
three months ended March 31, 2000 to $80,630 for the three months ended March
31, 2001. For the three months ended March 31, 2001, interest expense includes
accrued interest payable to Hunter M. A. Carr and other directors and investors
in Internet Law Library in the amount of $51,337 and $24,211 respectively.
Interest is based on the terms of various notes payable to Mr. Carr totaling
$1,885,000, various promissory notes payable to directors of Internet Law
Library totaling $760,000; and three notes payable totaling $625,000 payable to
unrelated third parties. The balance of the interest expense relates to other
notes payable.

LIQUIDITY AND CAPITAL RESOURCES

Internet Law Library's ability to execute its business strategy depends on its
ability to attract additional debt and equity capital. Internet Law Library's
principal demands for liquidity are cash for operations and investment in new
database content.

For the three months ended March 31, 2001, Internet Law Library's cash and cash
equivalents decreased in total by $152,288 from the December 31, 2000 balance of
$40,475 to $14,656 in available cash and a bank overdraft of $126,469 at March
31, 2001. Cash used in operating and investing activities was $469,015 and
$450,050, respectively. During the three months ended March 31, 2001, Internet
Law Library borrowed a total of $330,000 from Hunter M.A. Carr, its CEO, to fund
working capital requirements. Mr. Carr has advanced an additional $92,617 since
April 1, 2001. The borrowings through February 28, 2001were evidenced by
unsecured promissory notes, each bearing an annual interest rate of 11.75% and
payable in full with accrued interest after six months. On February 28, 2001,
the notes through that date were consolidated into one demand note in the amount
of $2,060,000 bearing interest at the rate of prime plus two percent per year,
payable in cash on demand after one year. At Mr. Carr's option and with 30 days
written notice, the note may be repaid in common stock of Internet Law Library
at a discounted price based on the lowest price at which Internet Law Library
has sold its common stock during the one-year period preceding the exercise of
this option. On March 10, 2001, Internet Law Library retired $250,000 in
principal from this note by issuing 1,153,828 restricted shares of common stock
to Mr. Carr at a price of $.216667 per share. New promissory notes bearing the
same terms have been issued to Mr. Carr for the $167,617 advanced to Internet
Law Library since March 1, 2001. On May 11, 2001, the total principal amount and
accrued but unpaid interest owed to Mr. Carr was $1,977,617 and $200,199,
respectively.


                                      22

<PAGE>



In November and December 2000 Internet Law Library entered into financing
agreements with Cootes Drive LLC as described below. Due to recent litigation in
regard to these financing agreements, it is not expected that any further
funding will occur from this private capital fund (see note 8).

On November 20, 2000, Internet Law Library entered into an equity line financing
arrangement with Cootes Drive LLC. This arrangement is the successor to the
intermediate financing agreement of May 11, 2000. The financing arrangement is
in the form of a Securities Purchase Agreement providing for the purchase by
Cootes Drive of up to $25,000,000 worth of shares of common stock of Internet
Law Library over an 18-month period. Under the terms of the Securities Purchase
Agreement, Internet Law Library can deliver a put to Cootes Drive specifying the
dollar amount of shares Internet Law Library intends to sell on each put up to a
maximum of 150% of the product of the weighted average daily price of Internet
Law Library's common stock and the weighted average trading volume (closing bid
price multiplied by volume for a particular day) for the twenty trading day
period prior to the delivery of a put. The number of shares to be acquired by
the investor in each put is determined by dividing the dollar amount of the put
by 90% of the average of the two lowest closing bid prices for our stock during
the ten trading days preceding the date of the put. The maximum amount that
Internet Law Library can receive under the Securities Purchase Agreement is $25
million or a lesser amount depending on the limitation on the number of shares
Cootes Drive (and its affiliates) are permitted to hold at any one time, which
is 4.99% of the then outstanding common stock of Internet Law Library. Certain
conditions must be met before Cootes Drive is obligated to accept a put from
Internet Law Library, and as of March 31 and May 15, 2001, Internet Law Library
did not meet these conditions.

Due to recent litigation in regard to the foregoing financing agreement (see
note 8), it is not expected that Cootes Drive would honor a put even if Internet
Law Library were to meet the funding requirements in the future.

On December 5, 2000, Internet Law Library executed a convertible promissory note
in the face amount of $500,000 in favor of Cootes Drive LLC. The note is a
demand note, and accrues interest at the rate of 5% per annum. The principal can
be converted to common stock of Internet Law Library based on a conversion price
equal to the lesser of (i) $0.288 or (ii) 80% of the average of the three lowest
closing prices during a 20 day period prior to the date of conversion. In
connection with this promissory note, Internet Law Library issued a warrant to
the investor for 41,650 shares at an exercise price of $0.228 per share. A
commission of $17,500 and legal fees of $30,000 related to the equity line
financing arrangement were paid from the proceeds of this note. On December 5,
2000, Internet Law Library also entered into a side letter agreement that
obligated the same private capital fund to provide an additional $500,000 on
January 14, 2001, in exchange for another convertible promissory note, on
similar terms. Funding of this note was contingent upon, among other things, the
weighted average daily trading volume for Internet Law Library's common stock
averaging $165,000 for the period between December 5, 2000 and January 14, 2001.
Upon closing of this second promissory note, Internet Law Library was to be
obligated to issue a five-year warrant for 41,650 shares with an exercise price
equal to the average of the closing bid prices of the common stock for the five
trading days prior to issuance of this note, and register the resale of such
shares. These conditions were not met and this additional funding never
occurred.

On December 5, 2000, Internet Law Library granted registration rights to the
Cootes Drive for up to 17,541,650 shares of common stock it may acquire under
the equity line financing, the convertible promissory note financings and the
warrants granted in connection with all of these


                                      23

<PAGE>

financings. Internet Law Library filed a registration statement with the SEC
covering the resale of these shares that was declared effective on January
11, 2001.

On January 16, 2001, Internet Law Library executed a demand promissory note in
the amount of $100,000 payable to an unaffiliated third party. The note bears
interest at 10% per year and is payable in cash on demand after one year. At the
option of the holder and with 30 days written notice, the note may be repaid in
common stock of Internet Law Library at a discounted price based on the lowest
price at which Internet Law Library has sold its common stock during the
one-year period preceding the exercise of this option.

In February 2001, Internet Law Library executed demand notes for $190,000 and
$50,000 in favor of George A. Roberts and W. Paul Thayer, members of its board
of directors. The notes bear interest at the rate of prime plus two percent per
year and are payable in cash on demand after one year. At the option of the
holder and with 30 days written notice, the notes may be repaid in common stock
of Internet Law Library at a discounted price based on the lowest price at which
Internet Law Library has sold its common stock during the one-year period
preceding the exercise of this option.

On February 28, 2001, Internet Law Library executed a demand promissory note in
the amount of $25,000 payable to an unaffiliated third party. The note bears
interest at the rate of prime plus two percent per year and is payable in cash
on demand after one year. At the option of the holder and with 30 days written
notice, the note may be repaid in common stock of Internet Law Library at a
discounted price based on the lowest price at which Internet Law Library has
sold its common stock during the one-year period preceding the exercise of this
option.

On March 21, 2001, Internet Law Library executed a demand promissory note for
$70,000 in favor of W. Paul Thayer, a member of our board of directors. The note
bears interest at the rate of prime plus two percent per year and is payable in
cash on demand after one year. At the option of the holder and with 30 days
written notice, the note may be repaid in common stock of Internet Law Library
at a discounted price based on the lowest price at which Internet Law Library
has sold its common stock during the one-year period preceding the exercise of
this option.

 Due to recent litigation in regard the financing agreements described above
with Cootes Drive LLC, as discussed in detail on page 26 of this Report, it is
not expected that any further funding will occur from this private capital fund.
Accordingly, Internet Law Library will require new financing to fund its
operations and execute its business plan. The inability to obtain additional
financing will substantially impact Internet Law Library's ability to continue
as a going concern. In its report on Internet Law Library's Financial Statements
for the year ended December 31, 2000, Harper & Pearson Company, Internet Law
Library's independent auditors, state that Internet Law Library's recurring
losses from operations, negative working capital and cash flows, and retained
deficits derived from its continuing losses raise substantial doubt about its
ability to continue as a going concern. To provide interim financing until
long-term financing, if any, becomes available, management plans to continue to
supplement its cash flow needs by utilizing additional loans from Mr. Carr and
other directors and investors as long as such funds are available.

As of April 30, 2001, Internet Law Library's regular monthly cash operating
expenditures exceeded monthly cash receipts by approximately $250,000.
Integration of current and prior period acquisitions of GoverNet Affairs, Brief
Reporter, ITIS, Compass Data Systems and Venco Compliance as well as any
potential future acquisitions are critical to the success of our business plan.
We have already implemented plans to reduce administrative costs and to increase
revenues through increased marketing and increases in prices. Additionally,
through our subsidiary ITIS we are offering litigation support services as a new
source of revenue beginning in April 2001. While many factors can impact future
operations and these improvements cannot be assured of


                                      24

<PAGE>

success, the management of Internet Law Library intends to take all actions
deemed prudent and necessary.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Internet Law Library is exposed to interest rate risk because additional
financing will be required. The interest rate that Internet Law Library will be
able to obtain on debt financing will depend, among other things, on the
financial and operational condition of Internet Law Library and external market
conditions at the time such financing is sought.



                                      25

<PAGE>



PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS


On January 26, 2001, in order to protect Internet Law Library and its
stockholders, Internet Law Library filed a lawsuit in United States District
Court for the Southern District of Texas, Houston Division, against Cootes Drive
LLC and several other defendants for damages resulting from alleged stock
manipulation, federal securities law violations, civil RICO, fraud, violations
of Texas securities laws and other Texas statutes and conspiracy. The case also
alleges misrepresentations by co-conspirators in connection with certain funding
transactions with Internet Law Library. All defendants have filed a joint motion
to transfer this case to New York to be consolidated with the lawsuit filed
against us as described below. We intend to prosecute the case vigorously.
However, in the opinion of our litigation counsel the case is not sufficiently
advanced to permit a current evaluation of the likelihood of a successful
outcome.

On February 5, 2001, Cootes Drive LLC filed a suit against Internet Law Library
in the Southern District of New York alleging breach of one of the financing
agreements with us for failure to honor a conversion of its shares of
convertible preferred stock. The suit seeks monetary damages of $10,000 per day
and seeks to compel Internet Law Library to issue shares of common stock to
Cootes Drive LLC. Internet Law Library's answer to this lawsuit has been filed,
as has a motion to transfer this case to Houston, Texas to consolidate this
action with the case previously filed by Internet Law Library. Cootes Drive LLC
has filed a motion requesting leave to amend their complaint in order to add
allegations that Internet Law Library is in default on a $500,000 promissory
note in favor of Cootes Drive LLC (the alleged default occurring after the
filing of Internet Law Library's suit against Cootes Drive LLC et al); that
Internet Law Library has not honored a notice of redemption of preferred shares
held by Cootes Drive LLC in the amount of $2,214,012 (allegedly occurring after
the filing of Internet Law Library's suit against Cootes Drive LLC et al); and
that Internet Law Library defrauded Cootes Drive by failing to disclose material
information with respect to the background of a key officer at Internet Law
Library. Internet Law Library is opposing this motion. The preferred shares and
the associated funding transactions at issue are the subject matter of Internet
Law Library's suit in Houston against Cootes Drive LLC. Internet Law Library
intends to defend this case vigorously. Litigation counsel has advised us that
the case is not sufficiently advanced to permit an evaluation of the likelihood
of the outcome.

John M. O'Quinn, our Texas-based litigation counsel in this matter, has agreed
to represent Internet Law Library and our directors, if necessary, in both of
these lawsuits on a 50% contingent fee basis with his law firm paying all
expenses of the litigation. The fee will be calculated after all expenses have
been reimbursed to Mr. O'Quinn's law firm.


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

During the three months ended March 31, 2001, Internet Law Library issued and
sold unregistered shares of its common stock to the persons described below:

     1.   In March 2001, we issued 1,153,828 shares of our common stock to
          Hunter M. A. Carr, representing payment of $250,000 towards the note
          payable to Mr. Carr in the original amount of $2,060,000.


                                      26

<PAGE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

<TABLE>
<CAPTION>


EXHIBIT
NUMBER   DESCRIPTION
------   -----------
<S>      <C>
2.1      Agreement and Plan of Reorganization dated March 25, 1999, between
         Planet Resources, National Law Library and the stockholders of National
         Law Library (incorporated by reference to Exhibit A to Internet Law
         Library's Form 8-K filed on April 2, 1999).

2.2      First Amendment to Agreement and Plan of Reorganization dated as of
         March 30, 1999, between Planet Resources, National Law Library and the
         stockholders of National Law Library (incorporated by reference to
         Exhibit 2.2 to Internet Law Library's Form 10-K filed on October 13,
         1999).

2.3      Agreement and Plan of Distribution dated as of March 25, 1999, between
         Planet Resources, New Planet Resources, Inc. and National Law Library
         (incorporated by reference to Annex B to Internet Law Library's
         Information Statement Pursuant to Section 14(c) of the Securities
         Exchange Act of 1934 filed on April 19, 1999).

2.4      Contract for Sale of Stock, dated November 8, 1999, by and between John
         R. Marsh, Ronald W. Hogan, and Charles E. Bowen, Jr., as Sellers, and
         Internet Law Library, as Buyer (incorporated by reference to Exhibit
         2.1 to Internet Law's Form 8-K filed on November 30, 1999).

2.5      Option Agreement to Purchase Stock, dated November 8, 1999, by and
         between Internet Law Library, as Seller, and Ronald W. Hogan, as
         Optionee (incorporated by reference to Exhibit 2.2 to Internet Law
         Library's Form 8-K filed on November 30, 1999).

2.6      Option Agreement to Purchase Stock, dated November 8, 1999, by and
         between Internet Law Library, as Seller, and Charles E. Bowen, Jr., as
         Optionee (incorporated by reference to Exhibit 2.3 to Internet Law
         Library's Form 8-K filed on November 30, 1999).

2.7      Option Agreement to Purchase Stock, dated November 8, 1999, by and
         between Internet Law Library, as Seller, and John R. Marsh, as Optionee
         (incorporated by reference to Exhibit 2.4 to Internet Law Library's
         Form 8-K filed on November 30, 1999).

2.8      Contract for Sale of Stock, dated December 8, 1999, by and between
         David P. Harriman, Andrew Wyszkowski, Eugene Meyung, Suzanne Meyung,
         and Christina Brown, as Sellers, and Internet Law Library, as Buyer
         (incorporated by reference to Exhibit 2.7 to Internet Law Library's
         Form 8-K filed December 23, 1999).

2.9      Stock Exchange Agreement by and among Internet Law Library and the
         Shareholders of ITIS relating to the acquisition of all of the
         outstanding stock of ITIS dated April 30, 2000 (incorporated by
         reference to Exhibit 2.9 to Internet Law Library's Form 10-K/A filed on
         May 19, 2000).


                                     27

<PAGE>

2.10     Stock Purchase Agreement by and between Internet Law Library and
         Jeremiah Kane, dated July 27, 2000, as amended by that amendment dated
         effective October 1, 2000 (incorporated by reference to Exhibit 2.10 to
         Internet Law Library's Form 8-K filed with the SEC on October 16,
         2000).

2.11     Stock Purchase Agreement by and between Internet Law Library and John
         McHugh, dated July 27, 2000, as amended by that amendment dated
         effective October 1, 2000 (incorporated by reference to Exhibit 2.11 to
         Internet Law Library's Form 8-K filed with the SEC on October 16,
         2000).

2.12     Stock Purchase Agreement by and between Internet Law Library and Jack
         Ben Ezra, dated July 27, 2000, as amended by that amendment dated
         effective October 1, 2000 (incorporated by reference to Exhibit 2.12 to
         Internet Law Library's Form 8-K filed with the SEC on October 16,
         2000).

2.13     Stock Exchange Agreement by and among Internet Law Library and all of
         the shareholders of Venco Compliance, Inc., a Texas corporation, dated
         effective October 1, 2000 (incorporated by reference to Exhibit 2.13 to
         Internet Law Library's Form 8-K filed with the SEC on October 16,
         2000).

2.14     Amended and Restated Agreement and Plan of Distribution dated as of
         March 13, 2001, between Planet Resources, National Law Library and the
         stockholders of National Law Library (incorporated by reference to
         Exhibit 2.14 to Internet Law Library's Form 10-K filed with the SEC on
         April 17, 2001)

3.1      Amended and Restated Certificate of Incorporation of Internet Law
         Library (incorporated by reference to the Annex A of Internet Law
         Library's Definitive Proxy Statement on Schedule 14A filed on January
         31, 2000).

3.2      Bylaws of Internet Law, as amended (incorporated by reference to
         Exhibit 3.2 to Company's Form 10-K filed on October 13, 1999).

3.3      Certificate of Designation for Internet Law Library's 5% Series A
         Convertible Preferred Stock (incorporated by reference to Exhibit 3.3
         to Form 10-K/A filed on May 19, 2000).

3.4      2001 Executive Stock Option Plan dated effective March 15, 2001
         (incorporated by reference to Exhibit 4.4 to Internet Law Library's
         Registration Statement on Form S-8 filed on March 30, 2001).

10.1     Stock Option Agreement between Internet Law Library and Hunter M. A.
         Carr (incorporated by reference to Exhibit B to Schedule 13D filed on
         October 12, 1999, by Hunter M. A. Carr).

10.2     Stock Option Agreement between Internet Law Library and Jack I.
         Tompkins (incorporated by reference to Exhibit B to Schedule 13D filed
         on October 12, 1999, by Jack I. Tompkins).


                                     28

<PAGE>


10.3     Consulting Agreement between National Law Library and Castle
         Development, Ltd. (incorporated by reference to Exhibit 4(A) to
         Internet Law Library's Registration Statement on Form S-8 filed on
         April 2, 1999).

10.4     Continuing Service Agreement between National Law Library and ITIS,
         effective December 1, 1998 (incorporated by reference to Exhibit 10.4
         to Internet Law Library's Form 10-K filed on October 13, 1999).

10.5     Management and Financial Services Agreement between National Law
         Library and ITIS, effective March 1, 1999 (incorporated by reference to
         Exhibit 10.5 to Internet Law Library's Form 10-K filed on October 13,
         1999).

10.6     Software Development and Consulting Agreement between National Law
         Library and ITIS dated March 24, 1999 (incorporated by reference to
         Exhibit 10.6 to Internet Law Library's Form 10-K filed on October 13,
         1999).

10.7     Option Agreement to Purchase Stock, effective March 30, 1999, by and
         between Internet Law Library and Jonathan Gilchrist (incorporated by
         reference to Exhibit 10.7 to Internet Law Library's Form 10-K filed on
         October 13, 1999).

10.8     Planet Resources 1999 Stock Option Plan (incorporated by reference to
         Exhibit 10.1 to Internet Law Library's Form 10-K/A filed on October 28,
         1999).

10.9     Planet Resources Employee Stock Purchase Plan (incorporated by
         reference to Exhibit 10.2 to Internet Law Library's Form 10-K/A filed
         on October 28, 1999).

10.10    New Planet Resources, Inc. Stock Incentive Plan (incorporated by
         reference to Exhibit 10.3 to Internet Law Library's Form 10-K/A filed
         on October 28, 1999).

10.11    Planet Resources 1999 Director Option Plan (incorporated by reference
         to Exhibit 10.4 to Internet Law Library's Form 10-K/A filed on October
         28, 1999).

10.12    Consulting and Option Agreement by and between ITIS, Frank Fisher and
         Steve Tebo, dated January 22, 2000, as amended (incorporated by
         reference to Exhibit 10.12 to Internet Law Library's Form 10-K/A filed
         on May 19, 2000).

10.13    Convertible Preferred Stock Purchase Agreement by and among Internet
         Law Library and Cootes Drive LLC, dated May 11, 2000 (incorporated by
         reference to Exhibit 10.13 to Internet Law Library's Form 10-K/A filed
         on May 19, 2000).

10.14    Warrant to purchase 500,000 shares of Internet Law Library's common
         stock issued to Cootes Drive LLC, dated May 11, 2000 (incorporated by
         reference to Exhibit 10.14 to Internet Law Library's Form 10-K/A filed
         on May 19, 2000).

10.15    Registration Rights Agreement by and among Internet Law Library and
         Cootes Drive LLC, dated May 11, 2000 (incorporated by reference to
         Exhibit 10.15 to Internet Law Library's Form 10-K/A filed on May 19,
         2000).


                                     29


<PAGE>

10.16    Warrant to purchase 200,000 shares of Internet Law Library's common
         stock issued to Aspen Capital Partners, Inc., dated May 19, 2000
         (incorporated by reference to Exhibit 10.16 to Internet Law Library's
         Form 10-K/A filed on May 19, 2000)

10.17    Securities Purchase Agreement by and between Internet Law Library and
         Cootes Drive LLC, dated November 20, 2000 (incorporated by reference to
         Exhibit 10.16 to Internet Law Library's Form S-1 filed on December 22,
         2000)

10.18    Amended and Restated Registration Rights Agreement by and between
         Internet Law Library and Cootes Drive LLC, dated November 20, 2000
         (incorporated by reference to Exhibit 10.17 to Internet Law Library's
         Form S-1 filed on December 22, 2000)

10.19    Warrant to purchase 250,000 shares of Internet Law Library's common
         stock issued to Cootes Drive LLC, dated May 11, 2000 (incorporated by
         reference to Exhibit 10.18 to Internet Law Library's Form S-1 filed on
         December 22, 2000)

10.20    Warrant to purchase 250,000 shares of Internet Law Library's common
         stock issued to Cootes Drive LLC, dated November 20, 2000 (incorporated
         by reference to Exhibit 10.19 to Internet Law Library's Form S-1 filed
         on December 22, 2000)

10.21    Minimum Commitment Warrant to purchase up to 100,000 shares of Internet
         Law Library's common stock issued to Cootes Drive LLC, dated November
         20, 2000 (incorporated by reference to Exhibit 10.20 to Internet Law
         Library's Form S-1 filed on December 22, 2000)

10.22    Vesting Warrant to purchase 1,000 shares of Internet Law Library's
         common stock per $100,000 invested issued to Cootes Drive LLC, dated
         November 20, 2000 (incorporated by reference to Exhibit 10.21 to
         Internet Law Library's Form S-1 filed on December 22, 2000)

10.23    Convertible Promissory Note made by Internet Law Library in favor of
         Cootes Drive LLC in the principal amount of $500,000, dated December 5,
         2000 (incorporated by reference to Exhibit 10.22 to Internet Law
         Library's Form S-1 filed on December 22, 2000)

10.24    Warrant to purchase 41,650 shares of Internet Law Library's common
         stock issued to Cootes Drive LLC, dated December 5, 2000 (incorporated
         by reference to Exhibit 10.23 to Internet Law Library's Form S-1 filed
         on December 22, 2000)

10.25    Side Letter Agreement dated December 5, 2000, by and between Internet
         Law Library and Cootes Drive LLC to enter into a convertible Promissory
         Note financing arrangement for $500,000 (incorporated by reference to
         Exhibit 10.24 to Internet Law Library's Form S-1 filed on December 22,
         2000)

10.26    Consulting Agreement by and between Venco Compliance, Inc. and Cathryn
         Tull d/b/a First Choice Consulting, dated October 1, 2000 (incorporated
         by reference to Exhibit 10.17 to Internet Law Library's Form 8-K filed
         with the SEC on October 16, 2000).


                                     30



<PAGE>

10.27*   Warrant to purchase 300,000 shares of Internet Law Library's common
         stock issued to James W. Christian dated February 22, 2001.

16.1     Letter, dated April 5, 2000, from Harper & Pearson Company to the
         Securities and Exchange Commission (incorporated by reference to
         Exhibit 16.1 to Internet Law Library's Form 8-K/A filed on April 5,
         2000).

16.2     Letter, dated February 21, 2001, from Arthur Andersen LLP to the
         Securities and Exchange Commission (incorporated by reference to
         Exhibit 16.2 to Internet Law Library's Form 8-K filed on February 23,
         2001)

</TABLE>

*Filed herewith.


                                       31
<PAGE>



(b)      Reports on Form 8-K

         The following reports on Form 8-K were filed during the quarter for
         which this report is filed:

         (1)      Form 8-K filed on February 23, 2001, reporting under Item 4,
                  the change in Internet Law Library's independent auditors to
                  Harper & Pearson Company.


                                     32


<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.


                                     INTERNET LAW LIBRARY, INC.




May 15, 2001                              /s/ Hunter M.A. Carr
                                     ----------------------------
                                          Hunter M.A. Carr
                                          President and Chief Executive Officer

                                          /s/ Joanna Hoover
                                     ----------------------------
May 15, 2001                              Joanna Hoover
                                          Principal Accounting Officer


                                       33