<PAGE>

    As filed with the Securities and Exchange Commission on November 19, 2001

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[X]                  QUARTERLY REPORT PURSUANT TO SECTION 13
                 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended September 30, 2001

                                       OR

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

For the transition period from __________ to ______________

                        Commission File Number 000-26859

                           BUSINESS PLAN EXCHANGE INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

              Delaware                                       13-4067173
-------------------------------------                ---------------------------
   State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization                        Identification No.)

           1 Rockefeller Plaza - Suite 1600, New York, New York, 10020
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (212) 265-4600

Securities registered pursuant to Section 12(b) of the Act:

   Title of each class            Name of each exchange on which registered
          None                                      None

           Securities registered pursuant to Section 12(g) of the Act:
                     Common Stock, par value $.001 per share
--------------------------------------------------------------------------------
                                (Title of class)

     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 [ ]



     Number of shares outstanding of the registrant's class of common stock as
of November 14, 2001: 12,602,733.

<PAGE>






                         PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS



                             SEE ACCOMPANYING NOTES

<PAGE>


                          BUSINESS PLAN EXCHANGE, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                           CONSOLIDATED BALANCE SHEET

                            As at September 30, 2001

                                   (Unaudited)


<TABLE>
<S>                                                                <C>
                                     ASSETS
CURRENT
   Cash                                                             $   148,251
   GST recoverable                                                       13,278
   Prepaid expenses and deposits                                         15,142
                                                                    -----------
      Total current assets                                              176,671
PROPERTY AND EQUIPMENT                                                   59,373
INTELLECTUAL PROPERTY                                                    46,834
                                                                    -----------
                                                                    $   282,878
                                                                    ===========
                      LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT
   Accounts payable                                                 $    18,195
   Accrued expenses and other                                            49,521
   Advances from related parties                                         63,410
   Convertible debenture                                                 61,508
                                                                    -----------
      Total liabilities (all current)                                   192,634
                                                                    -----------
MINORITY INTEREST                                                         4,410
                                                                    -----------

SHAREHOLDERS' EQUITY
COMMON STOCK, $0.001 par value,
   25,000,000 shares authorized
   12,602,733 shares issued and outstanding                              12,603
ADDITIONAL PAID-IN CAPITAL                                            3,847,272
ACCUMULATED OTHER COMPREHENSIVE LOSS                                    (21,493)
DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE                     (3,752,548)
                                                                    -----------
      Total shareholders' equity                                         85,834
                                                                    -----------
                                                                    $   282,878
                                                                    ===========
</TABLE>


                                                          SEE ACCOMPANYING NOTES


<PAGE>

                          BUSINESS PLAN EXCHANGE, INC.
                          (A DEVELOPMENT STAGE COMPANY)

          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

<TABLE>
<CAPTION>
                                                                                                         PERIOD FROM
                                                                                                        APRIL 1, 2000
                                        THREE MONTHS    THREE MONTHS     SIX MONTHS      SIX MONTHS     (INCEPTION)
                                            ENDED          ENDED           ENDED           ENDED           THROUGH
                                        SEPTEMBER 30,   SEPTEMBER 30,   SEPTEMBER 30,   SEPTEMBER 30,   SEPTEMBER 30,
                                            2001            2000           2001            2000             2001
                                        -------------   -------------   -------------   -------------   -------------
                                         (UNAUDITED)     (UNAUDITED)    (UNAUDITED)      (UNAUDITED)     (UNAUDITED)
<S>                                     <C>             <C>             <C>             <C>             <C>
OPERATING EXPENSES
   Research and development             $    239,281    $    404,711    $    451,277    $  1,104,995    $  2,588,516
   General and administrative                305,641          32,875         434,492          75,567         777,450
   Marketing and business development         22,205          31,697         138,163          39,754         367,967
   Depreciation                                6,167           1,433           8,922           2,867          14,690
                                        ------------    ------------    ------------    ------------    ------------
      Total operating expenses               573,294         470,716       1,032,854       1,223,183       3,748,623
                                        ------------    ------------    ------------    ------------    ------------

LOSS FROM OPERATIONS                        (573,294)       (470,716)     (1,032,854)     (1,223,183)     (3,748,623)
INTEREST EXPENSE                              (1,296)           --            (2,594)           --            (3,925)
                                        ------------    ------------    ------------    ------------    ------------
LOSS BEFORE MINORITY INTEREST               (574,590)       (470,716)     (1,035,448)     (1,223,183)     (3,752,548)
MINORITY INTEREST                             27,236          22,312          49,080          57,979         177,871
                                        ------------    ------------    ------------    ------------    ------------
NET LOSS                                    (547,354)       (448,404)       (986,368)     (1,165,204)     (3,574,677)

OTHER COMPREHENSIVE INCOME (LOSS),
   NET OF TAX:
     Foreign currency translation
     adjustments                              11,917         (34,859)         20,743         (39,380)        (21,493)
                                        ------------    ------------    ------------    ------------    ------------
COMPREHENSIVE LOSS                      $   (535,437)   $   (483,263)   $   (965,625)   $ (1,204,584)   $ (3,596,170)
                                        ============    ============    ============    ============    ============

NET LOSS PER COMMON SHARE
   - BASIC AND DILUTED                  $      (0.04)   $      (0.04)   $      (0.08)   $      (0.09)   $      (0.28)
                                        ============    ============    ============    ============    ============

WEIGHTED AVERAGE COMMON SHARES
   OUTSTANDING - BASIC AND DILUTED        12,602,733      12,602,733      12,602,733      12,602,733      12,602,733
                                        ============    ============    ============    ============    ============
</TABLE>



                                                          SEE ACCOMPANYING NOTES

<PAGE>



                          BUSINESS PLAN EXCHANGE, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                         PERIOD FROM
                                                                                                        APRIL 1, 2000
                                                            SIX MONTHS ENDED     SIX MONTHS ENDED    (INCEPTION) THROUGH
                                                           SEPTEMBER 30, 2001   SEPTEMBER 30, 2000    SEPTEMBER 30, 2001
                                                           ------------------   ------------------   -------------------
                                                               (UNAUDITED)         (UNAUDITED)           (UNAUDITED)
<S>                                                           <C>                  <C>                  <C>
CASH FLOWS USED IN OPERATING ACTIVITIES
   Net loss                                                   $  (986,368)         $(1,165,204)         $(3,574,677)
   Adjustments to reconcile net loss to net cash used
     in operating activities:
     Minority interest                                            (49,080)             (57,979)            (177,871)
     Depreciation                                                   8,922                2,867               14,690
     Common stock issued in exchange for legal
       services                                                     30,000                --                 30,000
     Compensation expense related to granting
       stock options and warrants                                  79,718              814,651            1,061,824
     (Increase) decrease in GST recoverable                         9,513              (19,082)             (13,818)
     (Increase) decrease in prepaid expenses and
       deposits                                                    29,337             (272,131)              48,253
     Increase (decrease) in accounts payable                      (15,030)             115,824               18,821
     Increase (decrease) in accrued expenses
        and other                                                  33,450               11,851               51,536
                                                              -----------          -----------          -----------
                                                                 (859,538)            (569,203)          (2,541,242)
                                                              -----------          -----------          -----------
CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from issuance of common stock                         932,135            1,312,570            2,801,770
   (Increase) decrease in receivable from sale of
     common stock                                                    --                (22,525)                --
   Advances from related parties                                     --                 67,685               67,685
                                                              -----------          -----------          -----------
                                                                  932,135            1,357,730            2,869,455
                                                              -----------          -----------          -----------
CASH FLOWS USED IN INVESTING ACTIVITIES
   Purchase of property and equipment                             (41,192)             (19,479)             (76,480)
   Purchase of intellectual property                              (14,711)             (20,171)             (48,740)
                                                              -----------          -----------          -----------
                                                                  (55,903)             (39,650)            (125,220)
                                                              -----------          -----------          -----------
EFFECT OF EXCHANGE RATE ON CASH                                    (9,028)             (37,410)             (54,742)
                                                              -----------          -----------          -----------
INCREASE IN CASH                                                    7,666              711,467              148,251

CASH, beginning of period                                         140,585                 --                   --
                                                              -----------          -----------          -----------
CASH, end of period                                           $   148,251          $   711,467          $   148,251
                                                              ===========          ===========          ===========
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES: Issuance of convertible
debenture as prepayment of rent                               $                    $                    $    64,757
                                                              ===========          ===========          ===========
</TABLE>


                                                          SEE ACCOMPANYING NOTES

<PAGE>




                          BUSINESS PLAN EXCHANGE, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1 -  BACKGROUND, REVERSE ACQUISITION, BASIS OF PRESENTATION, GOING CONCERN
          AND MANAGEMENT'S PLANS

          BACKGROUND:


          Business Plan Exchange, Inc. (the Company) through its majority-owned
          subsidiary, Javien, Inc. was formed for the purpose of developing
          software and other intellectual property which is designed to
          facilitate a new economy of virtual-world based consumers and
          producers.


          The first product being developed by the Company for commercialization
          is Micropay, which is based on existing Internet protocols. Micropay
          is an e-commerce infrastructure for real-time micro-value
          transactions.

          REVERSE ACQUISITION:

          On September 5, 2001, Javien, Inc.'s ("Javien") principal shareholders
          sold to the Company all of their shares of Javien, representing over
          95% of all of the issued and outstanding shares of Javien, in exchange
          for 11,431,200 newly issued post-reverse split shares of voting common
          stock of the Company.

          The transaction is accounted for as a reverse acquisition of the
          Company by Javien, since the shareholders of Javien own approximately
          91.4% of the post acquisition common shares of the consolidated entity
          immediately after the completion of the transaction. Under reverse
          acquisition accounting, Javien has been identified as the acquiror for
          accounting purposes, the consolidated entity is considered to be a
          continuation of Javien with the Company consolidated from the date of
          completion of the transaction, and the pre-transaction financial
          position, results of operations and cash flows of the consolidated
          entity are those of Javien.

          At the date of the acquisition, the Company was a "blank check"
          company, as defined by the Securities and Exchange Commission, and, at
          September 30, 2001, contained no assets and had liabilities of $2,813,
          had generated no revenues since inception and had incurred expenses of
          only $171,115 since its inception on March 17, 1999.

          Pursuant to the reverse acquisition, the Company issued 100,000 shares
          of common stock in exchange for legal services received in connection
          with the acquisition. The Company recorded the common stock at
          $30,000, its estimated fair value.

          The Company intends to change its name to Javien, Inc.


<PAGE>


                          BUSINESS PLAN EXCHANGE, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1 -  BACKGROUND, REVERSE ACQUISITION, BASIS OF PRESENTATION, GOING CONCERN
          AND MANAGEMENT'S PLANS (CONTINUED)

          BASIS OF PRESENTATION:


          The accompanying consolidated financial statements include the
          accounts of the Company and its subsidiaries. All significant
          intercompany accounts and transactions have been eliminated in
          consolidation.

          These unaudited financial statements were prepared in accordance with
          instructions for Form 10-QSB and therefore, do not include all
          disclosures necessary for a complete presentation of the statements of
          financial condition, operations and cash flows in accordance with
          generally accepted accounting principles. However, in the opinion of
          management, all adjustments (which include normal recurring
          adjustments) for a fair presentation of the financial statements have
          been included. Results for interim periods are not necessarily
          indicative of results expected for the year.

          These financial statements should be read in conjunction with the
          financial statements and related notes of the Company, which are
          included in the Company's Annual Report on form 10-KSB, and the
          financial statements and related notes of Javien, Inc. for the year
          ended March 31, 2001 included in the Company's Form 8-K/A, filed in
          November 2001.

          GOING CONCERN AND MANAGEMENT'S PLANS:

          The Company's financial statements have been prepared on a going
          concern basis, which contemplates the realization of assets and the
          settlement of liabilities and commitments in the normal course of
          business. The Company is a development stage company and has a limited
          operating history. The Company has incurred an accumulated deficit in
          the amount of $3,752,548 for the period from April 1, 2000 (inception)
          through September 30, 2001 and has not commenced formal operations.
          The Company's current activities relate primarily to the development
          of commercial software and other intellectual property applications
          for the Internet, which will require additional financing for product
          launching. In addition, there is no assurance that commercially
          successful products will be developed and that the Company will
          achieve a profitable level of operations.

          These factors raise substantial doubt about the Company's ability to
          continue as a going concern. The consolidated financial statements do
          not include any adjustments relating to the recoverability and
          classification of assets or the amounts and classification of
          liabilities that might be necessary should the Company by unable to
          continue as a going concern. The Company has developed plans to
          address the Company's current cash flow concerns as discussed below.





<PAGE>


                          BUSINESS PLAN EXCHANGE, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          GOING CONCERN AND MANAGEMENT'S PLANS: (Continued)


          Management's plans with regard to these conditions include the
          possibility of raising working capital and other funds through
          exploring opportunities for other debt or equity financing (including
          private offerings or additional related party advances). The Company's
          ability to continue as a going concern is dependent on its ability to
          successfully obtain the funds necessary to sustain operations.
          However, the successful completion of these plans cannot presently be
          assured.

          SOFTWARE DEVELOPMENT:

          The Company is engaged in the development of software in the design
          and development of its current suite of software programs for focused
          interactivity on the Internet. The Company expenses all preliminary
          stage costs associated with its software development as research and
          development expense, intends to capitalize application development
          costs (excluding training and data conversion) and will expense all
          operating costs after preliminary and development stages are complete.

          FOREIGN CURRENCY TRANSLATION:

          The financial statements of the Company are presented in United States
          dollars; however underlying transactions are measured using the local
          currency (Canadian dollar) (CAD) as the functional currency. Assets
          and liabilities of the Company are translated into U. S. dollars at
          exchange rates in effect as of the balance sheet date. Revenues and
          expenses are translated into U.S. dollars at average rates of exchange
          in effect during the period. The resulting cumulative translation
          adjustments have been recorded as a component of comprehensive income
          (loss), included as a separate item in shareholders' equity.

          FOREIGN CURRENCY TRANSACTIONS:

          Gains and losses from foreign currency transactions are included in
          net income (loss). Foreign currency transaction gains and losses were
          not significant during the three and six months ended September 30,
          2001 (unaudited), the period from April 1, 2000 (inception) through
          September 30, 2001 (unaudited).



<PAGE>


                          BUSINESS PLAN EXCHANGE, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

          USE OF ESTIMATES:

          The preparation of financial statements in conformity with accounting
          principles generally accepted in the United States of America,
          requires management to make estimates and assumptions that affect the
          reported amount of assets and liabilities and disclosures of
          contingent assets and liabilities at the date of the financial
          statements and the reported amounts of revenues and expenses during
          the reporting periods. Management makes these estimates using the best
          information available at the time the estimates are made; however,
          actual results could differ from those estimates.

          RISK CONSIDERATIONS:

          The Company is subject to risks and uncertainties common to
          technology-based companies, including rapid technological change,
          dependence on principal products and third party technology, new
          product introductions and other activities of competitors, dependence
          on key personnel, and limited operating history.

          INTERNATIONAL OPERATIONS:

          The Company's operations are located in Canada. The Company's
          transactions are conducted in currencies other than the U.S. dollar
          (the currency into which the historical financial statements have been
          translated) primarily the Canadian dollar. As a result, the Company is
          exposed to adverse movements in foreign currency exchange rates. In
          addition, the Company is subject to risks including adverse
          developments in the foreign political and economic environment, trade
          barriers, managing foreign operations and potentially adverse tax
          consequences. There can be no assurance that any of these factors will
          not have a material adverse effect on the Company's financial
          condition or results of operations in the future.



<PAGE>


                          BUSINESS PLAN EXCHANGE, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 3 -  LOSS PER SHARE OF COMMON STOCK

          Basic loss per share is computed based on the weighted-average common
          shares outstanding (plus shares committed to be issued) during the
          period.

          Diluted loss per share is computed by considering the weighted-average
          common shares outstanding (plus shares committed to be issued) and
          dilutive potential common shares as a result of conversion features of
          convertible preferred stock and outstanding stock options. The effect
          of convertible preferred stock and outstanding stock options were not
          used in the calculation of diluted earnings per share as they were
          anti-dilutive during the periods shown.

          Weighted-average common shares outstanding are assumed to be
          12,602,733 (the number of shares outstanding after the reverse
          acquisition transaction) for all periods presented.

NOTE 4 -  SEGMENT INFORMATION

          SFAS No. 131, Disclosures about Segments of an Enterprise and Related
          Information, establishes standards for the reporting and disclosure of
          information about operating segments in annual and interim financial
          statements. Operating segments are defined as components of an
          enterprise for which separate financial information is available that
          is evaluated regularly by the chief operating decision maker(s) in
          deciding how to allocate resources and in assessing performance. SFAS
          No. 131 also requires disclosures about products and services,
          geographic areas and major customers.

          Management has determined that the Company operates in one dominant,
          operating segment that involves research, development and
          commercialization of products and services relating to next level
          Internet infrastructure. Substantially all of the Company's assets and
          employees are located in Canada.


<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
          FORWARD - LOOKING STATEMENTS

This quarterly report on Form 10-QSB includes forward-looking statements. All
statements, other than statements of historical fact made in this Quarterly
Report on Form 10-QSB are forward-looking. In particular, the statements herein
regarding industry prospects and future results of operation or financial
position are forward-looking statements. Forward-looking statements reflect
management's current expectations based on assumptions believed to be reasonable
and are inherently uncertain as they are subject to various known and unknown
risks, uncertainties and contingencies, many of which are beyond the control of
Business Plan Exchange, Inc ("BPX"). The Company's actual results may differ
significantly from management's expectations.

In some cases, you can identify forward-looking statements by terminology such
as "may", "will", "should," "expects," "plans," "intends," "anticipates,"
"believes," "estimates," "predicts," "potential," or "continue" or the negative
of such terms or other comparable terminology.

Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, events, levels of
activity, performance, or achievements. We do not assume responsibility for the
accuracy and completeness of the forward-looking statements. We do not intend to
update any of the forward-looking statements after the date of this quarterly
report to conform them to actual results.

The following discussion and analysis should be read in conjunction with the
Company's financial statements and related footnotes, the Company's Annual
Report on Form 10-KSB for the year ended June 30, 2001, the 8K filed September
10, 2001 and the 8K/A filed November 16, 2001 relating to the acquisition of
Javien, Inc.

The discussion of results, causes and trends should not be construed to imply
that such results, causes or trends will necessarily continue in the future.

OVERVIEW

Business Plan Exchange, Inc. (the "Company"), was organized in March 1999 under
the laws of the State of Delaware, having the stated purpose of engaging in any
lawful act or activity for which corporations may be organized. The Company was
a "blank check" company as defined by the Securities and Exchange Commission.
The SEC defines a blank check company as one which has no specific business or
plan other than to consummate an acquisition of or merge into another business
or entity.

The Company voluntarily reported with the Securities and Exchange Commission in
order to make information concerning itself readily available to the public.
Management believed that a reporting company under the Securities Exchange Act
of 1934, as amended (the "Exchange Act") could provide a prospective merger or
acquisition candidate with additional information concerning the Company. In
addition, management believed that this might make the Company more attractive
to an operating business opportunity as a potential business combination
candidate. The Company had no operating history.

On September 5, 2001, the Company acquired 27,140,000 shares of common stock,
$1.00 par value, of Javien Inc., (hereinafter "Javien") a company incorporated
under the laws of the Bahamas. The acquisition was consummated by the execution
of an Acquisition Agreement dated September 7, 2001. The shares acquired by the
Company represented over ninety-five (95%) percent of all of Javien's then
currently issued and outstanding common stock. The aggregate purchase price paid
by the Company for the Javien common shares was 11,431,200 post-reverse split
shares of common voting stock of the Company, par value $0.001. These shares
were issued to the sellers of the Javien shares following a 1 for 3 reverse
split of the voting common stock of the Company. As a result of the foregoing
transaction, there was a change in control of the Company. The previous
shareholders of Javien now control the Company and hold approximately 91.4% of
the outstanding shares of common stock of the Company. The Company plans to file
a Certificate of Amendment to change the name of the Company to Javien, Inc. and
the Company has adopted Javien's year for financial reporting purposes.

At the time of the acquisition of Javien, Mr. Shane Henty Sutton and David
Sutton resigned as directors of the Company and were replaced by Mr. Richard
Wolfli, and Mr. Karel Komarek. The resigning directors had no disagreement with
the Company and have resigned as a normal course of change of control. Mr. Peter
Moulinos remains as a director of the Company.

<PAGE>


Mr. Wolfli is the Chairman and CEO of Javien and has been appointed to those
positions with the Company. Mr. Komarek was the largest shareholder of Javien.
Mr. Wolfli has 17 years experience as a principle of oil and gas exploration,
engineering consulting, and technology companies. Mr. Komarek has 11 years
experience as a principle of natural gas transportation, technology, and media
companies.

Javien has developed the Javien economy micro-payment system, a unique concept,
strategy, and technology to enable a new layer of micro-economic activity.
Javien's product suite includes a secure, efficient micropayment system where
buyers and sellers are able to keep their accounts at a central secure server.
Digital information or services merchants will operate a program called Javien
StoreFront that will allow them to charge very small fees for content (down to
$0.01 cent). The payment of these fees is facilitated by the Javien Account
Manager program that is installed on buyer's machines. Transactions handled by
the micropay system will be instantaneous and secure.

Javien's micropay system will allow for transactions of digital content with no
waiting for credit approval and no risk of fraud to either the buyer or seller.
The micropay system is augmented with powerful tools and features required to
effectively and efficiently complete the buying process: single sign-on, an
automated irrefutable identification process for buyers and sellers, complete
account management systems, and a receipt management system. Using the
foregoing, merchants are now empowered to charge any visiting customer on a
pay-per-click, zone-pass, time-pass, or mini-subscription basis. The combination
of these services and functionality with near to zero implementation cost for
merchants and customers is unique.

Javien's services provide value to key customer groups: people who want to
access high quality content on the Internet and sellers who need to develop
revenue from their investment in digital content.

The design and testing of the micropay system is complete and Javien has filed a
U.S. patent application on its technology and systems with the U.S. Patent and
Trademark Office in May 2000 and has extended this with filings with Patent
Treaty Countries. The company has also recently filed two additional technology
patents in the US.

RESULTS OF OPERATIONS FOR QUARTER ENDED SEPTEMBER 30, 2001 COMPARED TO QUARTER
ENDED SEPTEMBER 30, 2000.

The Company is a development stage company and has no revenue. Operating
Expenses for the three-month period ended September 30, 2001 were $573,294 as
compared to $470,715 for the same period in 2000. The increase in operating
expenses is due to an increase in general and administrative expenses relates to
the increased travel costs and fees paid for finding and completing the
transaction between the Company and Javien.

In the six months ending September 30, 2001 the company expended $451,277 on
research and development as compared with $1,104,995 for the six months ending
September 30, 2000.

On September 30, 2001, the Company had 17 employees and 7 contractors. Due to a
recent financing being delayed, the Company has downsized and as of November 15,
2001, there are 5 employees. Management continues to carefully monitor all areas
of business and will seek new opportunities to improve operational efficiency
and reduce operating costs during the start up phase while at the same time,
increasing revenue.

During the quarter ending September 30, 2001, the Company incurred losses of
$547,354 compared to $448,404 in the same period of 2000.

Liquidity and Capital Resources

The Company had cash and cash equivalents of $148,251 at September 30, 2001. The
Company is seeking bridge and longer term equity financing to fund the further
improvement of the micropay system, for the marketing of the Company's products
and for working capital purposes. The Company's ability to continue as a going
concern is dependent on its ability to successfully obtain the funds necessary
to sustain operations. The Company's success in obtaining additional financing
cannot presently be assured. For additional commentary see - Notes to
Consolidated Financial Statements - Note 1 "Going concern and management's
plans."

To proceed with it's business plan, the company requires additional financing.
Whether the company can meet its working capital requirements depends on the
foregoing and the company's cash management strategies that result. R&D over the
next interim will be minimal and focusing primarily on improving features of the
existing commercial products. No material sale of equipment is envisioned for
the company. The company will be reorganizing it's

<PAGE>

workforce from employing largely R&D staff to marketing, implementation, and
sales staff. Also the company continues to consider relocating from Calgary to a
US based head office. A move to the US would likely accentuate the change of a
large percentage of the current R&D staff.

The independent auditors' report on Javien's financial statements as of March
31, 2001, and for the period from April 1, 2000 (inception) through March 31,
2001 includes a "going concern" explanatory paragraph, that describes
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to the factors prompting the explanatory paragraph
are discussed below and also in Note 1 of the audited financial statements of
Javien, Inc. contained in the Form 8-K/A filed in connection with the BPX/Javien
transaction described above.


                           PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

         None.



ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

On September 5, 2001, the Company acquired 27,140,000 shares of common stock,
$1.00 par value, of Javien Inc., (hereinafter "Javien") a company incorporated
under the laws of the Bahamas. The acquisition was consummated by the execution
of an Acquisition Agreement dated September 7, 2001. The shares acquired by the
Company represented over ninety-five (95%) percent of all of Javien's then
currently issued and outstanding common stock. The aggregate purchase price paid
by the Company for the Javien common shares was 11,431,200 post-reverse split
shares of common voting stock of the Company, par value $0.001. These shares
were issued to the sellers of the Javien shares following a 1 for 3 reverse
split of the voting common stock of the Company on September 7, 2001.

On September 8, 2001, in connection with the acquisition of Javien, the Company
issued 100,000 for services rendered.

The securities were issued pursuant to the exemption from the registration
requirements of the Securities Act of 1933, as amended, under Section 4(2).



ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.



ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.



ITEM 5.  OTHER INFORMATION

         None.



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.



(A)      THE FOLLOWING EXHIBITS ARE FILED AS PART OF THIS ANNUAL REPORT ON
         FORM 10-Q.

3.1.1    Articles of Incorporation of Business Plan Exchange, Inc. a Delaware
         corporation (1)

3.2      Bylaws of Business Plan Exchange, Inc. (1)

10.0     Acquisition Agreement dated, September 5, 2001, between and among
         Business Plan Exchange, Inc., the persons listed on Exhibit "A" defined
         as the Sellers. (2)

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

<PAGE>

(1)  Incorporated by reference to Exhibit 3 of the Company's Form 10KSB, filed
     with the SEC on August 9, 2001.

(2)  Incorporated by reference to Exhibit 10 of the Company's Form 8K, filed
     with the SEC on September 10, 2001.


(B)      THE FOLLOWING CURRENT REPORTS ON FORM 8-K WERE FILED BY THE COMPANY
         DURING THE LAST QUARTER OF THE PERIOD COVERED BY THIS REPORT:

         The Company filed a report on Form 8-K, on September 10, 2001,
         disclosing the acquisition of Javien Inc. by the Company and the
         resulting change in control of the Company.

         The Company filed a report on Form 8-K/A, on November 16, 2001,
         disclosing the consolidated financials of the acquired companies
         Javien, Inc. and its subsidiary for the period from April 1, 2000
         through March 31, 2001, the three month ended June 30, 2001
         (unaudited), the three months ended June 30, 2000 (unaudited) and the
         period from April 1, 2000 through June 30, 2000 (unaudited).


                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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, on the 19th day of
November, 2001.



                                            BUSINESS PLAN EXCHANGE, INC.
Date:  November 19, 2001


                                            By:   /s/ Richard Wolfli
                                               ------------------------
                                               Richard Wolfli, P.Eng.
                                               CEO and Chairman of the Board