UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q

     (Mark  One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT  OF  1934  FOR  THE  QUARTERLY  PERIOD  ENDED  SEPTEMBER 30, 2000.
                                       OR
[ ]  TRANSITION  REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO _________

                        Commission file number:  0-26975
                          PREFERENCE TECHNOLOGIES, INC.
             (Exact name of Registrant as specified in its charter)

             NEVADA                                          88-0417949
  (State or other jurisdiction                            (I.R.S. Employer
of incorporation or organization)                      Identification No.)
333 NORTH RANCHO DRIVE, SUITE 810
       LAS VEGAS, NEVADA                                       89106
(Address of principal executive offices)                    (Zip Code)

     Registrant's  telephone  number,  including  area  code:  (702)  648-6400
     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
     ---      ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate  the numbers of shares outstanding of each of the issuer's classes
of  common  stock,  as  of  the  latest  practical  date.
At  September  30,  2000, there were 28,812,308 shares of the Registrant's $.001
Par  Value  Common  Stock  outstanding.

<PAGE>
                          PART I- FINANCIAL INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS
<TABLE>
<CAPTION>
                                   PREFERENCE TECHNOLOGIES, INC.
                                           BALANCE SHEET


ASSETS
                                                                    SEPTEMBER 30,    DECEMBER  31,
                                                                        2000             1999
                                                                     (UNAUDITED)       (AUDITED)
                                                                   ---------------  ---------------
<S>                                                                <C>              <C>
CURRENT ASSETS
Cash and cash equivalents                                          $        3,300   $       32,791
Accounts receivable, net of allowance
   for doubtful accounts of $1,200 and nil, respectively                   13,160            -----
Notes receivable - employees                                               16,439           14,700
Prepaid expenses                                                           52,667            -----
                                                                   ---------------  ---------------
  Total current assets                                                     85,566           47,491

Furniture & equipment, net                                                765,706          637,276
Other assets                                                               51,717           67,756
                                                                   ---------------  ---------------

TOTAL ASSETS                                                       $      902,989   $      752,523
                                                                   ===============  ===============

LIABILITIES AND STOCKHOLDERS' DEFICIT
Book overdraft                                                     $      288,750   $            0
Accounts payable                                                        1,058,391          770,912
Accrued expenses                                                           33,600                0
Accrued interest                                                           29,357                0
Notes payable-MDC, related party                                           45,000                0
Notes payable-senior secured convertible promissory note1,000,000               0
Notes payable-employees                                                  200,0000
Notes payable-advance                                                     500,000                0
Customer deposits                                                          10,193                0
Deferred income                                                           662,917                0
                                                                   ---------------  ---------------

TOTAL CURRENT LIABILITIES                                               3,828,208          770,912

LONG TERM LIABILITIES
Accrued expenses                                                           33,758                0
                                                                   ---------------  ---------------

TOTAL LIABILITIES                                                       3,861,966          770,912

STOCKHOLDERS' DEFICIT
Common Stock @ $.001 par value
Authorized  200,000,000 shares
Issued and outstanding
   28,812,308 and 26,413,052 shares, respectively                          28,812           26,413
Additional paid-in capital                                             34,927,014        8,315,941
Accumulated deficit                                                   (37,914,803)      (8,360,743)
                                                                   ---------------  ---------------

Total stockholders' deficit                                            (2,958,977)         (18,389)
                                                                   ---------------  ---------------

Total liabilities and stockholders' deficit                        $      902,989   $      752,523
                                                                   ===============  ===============
</TABLE>

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


                                        2
<PAGE>
<TABLE>
<CAPTION>
                                    PREFERENCE TECHNOLOGIES, INC.
                                       STATEMENT OF OPERATIONS


                                       For the Three Months Ended     February 3, 1999  Nine months
                                       ------------------------------  (Inception) to      Ended
                                        September 30    September 30    September 30    September 30
                                            1999            2000            1999            2000
                                       --------------  --------------  --------------  --------------
                                        (unaudited)      (unaudited)     (unaudited)     (unaudited)
<S>                                    <C>             <C>             <C>             <C>
Revenues                               $           0   $     216,390   $           0   $     221,488

Cost of Sales                                      0          28,669               0          28,669
                                       --------------  --------------  --------------  --------------

Gross Profit                                       0         187,721               0         192,819

Selling, General and Admin. Exp            2,552,652       2,577,878       4,496,318       9,270,705
                                       --------------  --------------  --------------  --------------

Loss from Operations                      (2,552,652)     (2,390,157)     (4,496,318)     (9,077,886)

Other Income & Expense

Misc. Income                                     660             203             660             440
Interest Income                                8,292             249          17,557          20,369
Forgiveness of Debt                                0               0          81,822               0
Interest Expense                                   0         (32,790)              0         (32,790)
Financing Expense                                  0     (20,464,193)     (1,557,335)    (20,464,193)
                                       --------------  --------------  --------------  --------------

Total Other Income                             8,952     (20,496,531)     (1,457,296)    (20,476,174)
                                       --------------  --------------  --------------  --------------

Net Loss                                 ($2,543,700)   ($22,886,688)    ($5,953,614)   ($29,554,060)
                                       ==============  ==============  ==============  ==============

Basic Loss per share                          ($0.10)         ($0.80)         ($0.24)         ($1.05)

Diluted Loss per share                        ($0.10)         ($0.80)         ($0.24)         ($1.05)

Weighted- Average Shares Outstanding      25,466,656      28,729,278      25,226,236      28,247,498
</TABLE>

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


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                  PREFERENCE TECHNOLOGIES, INC.
                                     STATEMENT OF CASH FLOWS


                                                                            FOR THE PERIOD FROM
                                                             FOR THE          FEBRUARY 3, 1999
                                                       NINE MONTHS ENDED       (INCEPTION) TO
                                                       SEPTEMBER 30, 2000    SEPTEMBER 30, 1999
                                                      --------------------  ---------------------
Cash flows from operating activities:                     (unaudited)            (unaudited)
<S>                                                   <C>                   <C>
Net loss                                              $       (29,554,060)  $         (5,953,614)

Adjustments to reconcile net loss to net cash
  used in operating activities:
Depreciation and amortization                                     258,524                126,699
Common stock issued for services rendered                           6,000                100,000
Finance expense for penalty for non-
  registration of securities                                       45,000                      0
Financing expense from the issuance of
  600,000 warrants                                                450,000                      0
Financing expense resulting from conversion feature
  of employee loans                                             1,674,000                      0
Financing expense resulting from conversion feature
  of Senior secured promissory notes                           18,295,193                      0
Financing expense recognized from issuing
  below market warrants                                             -----                693,000
Compensation expense for issuing below
  market options                                                  745,963                455,115
Financing expense recognized for issuing below
  market stock options                                              -----                864,335
Common stock issued for employee settlement                        69,219                  -----
(Increase) decrease in
  Accounts receivable                                             (13,160)                 -----
  Notes receivable - employee                                      (1,739)               (32,800)
  Prepaid expenses                                                (52,667)               (28,564)
  Prepaid Services                                                  -----                (56,922)
  Other assets                                                     16,040                (67,756)
Increase (decrease) in
  Accounts payable                                                287,479                742,961
  Accrued interest                                                 29,357                      0
  Accrued expenses                                                 67,358                      0
  Customer Deposits                                                10,193                      0
  Deferred income                                                 662,917                      0

Net cash used in operating activities                          (7,004,383)            (3,157,546)
                                                      --------------------  ---------------------


                                        4
<PAGE>
Cash flows from investing activities:
  Purchase of furniture and equipment                            (386,954)              (359,407)
                                                      --------------------  ---------------------

Net cash used in investing activities:                           (386,954)              (359,407)
                                                      --------------------  ---------------------

Cash flows from financing activities:
  Bank overdraft                                                  288,750                      0
  Proceeds from issuance of common stock,
    net of offering costs                                          68,000              1,057,298
  Proceeds from private placement of
    common stock                                                6,060,643              3,200,000
  Offering costs                                                 (800,547)              (300,000)
                                                                            ---------------------
  Proceeds from notes payable
    MDC-related party                                              45,000                      0
    Senior secured promissory notes                             1,000,000                      0
    Employees                                                     200,000                      0
    Advances                                                      500,000                      0

Net cash flows provided by financing activities                 7,361,846              3,957,298
                                                      --------------------  ---------------------

Net increase (decrease) in cash and cash equivalents              (29,491)               440,345
Cash and cash equivalents, beginning of period                     32,791
                                                      --------------------  ---------------------

Cash and cash equivalents, end of the period          $             3,300   $            440,345
                                                      ====================  =====================
</TABLE>

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


                                        5
<PAGE>
                                                   PREFERENCE TECHNOLOGIES, INC.
                                                    (formerly STOCKUP.COM, INC.)
                                                   NOTES TO FINANCIAL STATEMENTS
                                                  September 30, 2000 (unaudited)
================================================================================


NOTE  1-  GENERAL

     The accompanying financial statements and footnotes have been condensed and
     therefore do not contain all  disclosures  required by  generally  accepted
     accounting principles.  The interim financial data are unaudited;  however,
     in the  opinion of  Preference  Technologies,  Inc.  (the  "Company"),  the
     interim data include all  adjustments,  consisting only of normal recurring
     adjustments,  necessary  for a fair  statement  of results  for the interim
     period.  Results for the interim periods are not necessarily  indicative of
     those to be expected for the full year.

NOTE  2  -  DESCRIPTION  OF  BUSINESS

     Preference Technologies, Inc. (the "Company") was incorporated in Nevada in
     February 1999 under its former name StockUp.com,  Inc.  Effective  February
     23,  2000,  StockUp.com,  Inc.  officially  changed its name to  Preference
     Technologies, Inc.

     The  Company  is  developing   second-generation   Internet  technology(TM)
     products  that  will be  licensed  to other  websites  and  distributed  to
     end-users.  The Company's  products offer the end user increased  levels of
     customization  and  interactivity.  Websites  deploying the technology will
     benefit from increased traffic, enhanced user retention, and the ability to
     build targeted aggregate marketing profiles of users.

     Courtleigh  Capital,  Inc.  ("Courtleigh"),  a  Kansas  corporation  and  a
     publicly traded  corporation,  was first  incorporated under the name ANCR,
     Inc. on July 30, 1985 under the laws of the State of Colorado.  ANCR,  Inc.
     became an inactive shell corporation, and on July 23, 1997 changed its name
     to  CEA  Lab,  Inc.  Furthermore,  on  October  16,  1995,  CEA  Lab,  Inc.
     reincorporated in the State of Kansas and subsequently  changed its name to
     Courtleigh Capital, Inc. In February 1999, Courtleigh  subsequently changed
     its name to StockUp.com, Inc. and reincorporated in the State of Nevada.

     On December 30, 1998,  Marketing Direct Concepts,  Inc.  ("MDC"),  a Nevada
     corporation,  entered into an Asset Purchase and Escrow Agreement,  whereby
     it sold  assets and  liabilities,  valued at  $368,178,  to the  Company in
     exchange for 18,000,000 shares of Courtleigh's common stock.

     Courtleigh  had  minimal  assets  and   liabilities  at  the  date  of  the
     acquisition  and  did  not  have  operations   prior  to  the  acquisition.
     Therefore, no pro forma information is presented.


                                        6
<PAGE>
                                                 PREFERENCE  TECHNOLOGIES,  INC.
                                                    (formerly STOCKUP.COM, INC.)
                                                   NOTES TO FINANCIAL STATEMENTS
                                                  September 30, 2000 (unaudited)
================================================================================


NOTE  3  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     Basis  of  Presentation
     -----------------------
     The accompanying financial statements have been prepared in conformity with
     generally accepted accounting  principles that contemplate  continuation of
     the Company as a going concern.  Negative cash flows from operations during
     the nine months ended  September  30, 2000 and the period from  February 3,
     1999  (inception)  to September  30, 1999 were  $7,004,383  and  $3,157,546
     respectively.  These  factors raise  substantial  doubt about the Company's
     ability to continue as a going concern.

     Recovery of the  Company's  assets is  dependent  upon future  events,  the
     outcome of which is indeterminable.  Successful completion of the Company's
     development  program and its  transition  to the  attainment  of profitable
     operations  is  dependent  upon  the  Company  achieving  a level  of sales
     adequate to support the Company's cost structure. In addition,  realization
     of a major  portion  of the  assets in the  accompanying  balance  sheet is
     dependent upon the Company's ability to meet its financing requirements and
     the success of its plans to sell products.  The financial statements do not
     include any adjustments  relating to the  recoverability and classification
     of recorded asset amounts or amounts and classification of liabilities that
     might be necessary should the Company be unable to continue in existence.

     In addition to the capital raised as of September 30, 2000 through  private
     equity  offerings,  the  Company  is  currently  negotiating  with  certain
     investors  about  raising  additional  capital  through  private  placement
     offerings.  Unless the Company raises the additional funds,  either by debt
     or equity issuances, management believes that its current cash on hand will
     be  insufficient  to cover its working  capital  needs until the  Company's
     sales volume reaches a sufficient level to cover operating expenses.

     The  information  included in this Form 10-Q should be read in  conjunction
     with  Management's  Discussion  and Analysis and financial  statements  and
     notes thereto included in Preferences Technologies, Inc.'s Form 10-K.

     Related  Party  Transactions
     ----------------------------
     The July 14, 2000 loan for $45,000  was secured  from MDC Company  which is
     wholly owned by Michael  Calderone,  then CEO and Majority  shareholder  of
     Preference Technologies, Inc. See NOTE 11.

     The foregoing  transaction was approved by the Company's Board of Directors
     and are no less favorable  than could be obtained from un affiliated  third
     parties.


                                        7
<PAGE>
                                                 PREFERENCE  TECHNOLOGIES,  INC.
                                                    (formerly STOCKUP.COM, INC.)
                                                   NOTES TO FINANCIAL STATEMENTS
                                                  September 30, 2000 (unaudited)
================================================================================


     Advertising
     -----------
     The Company expenses  advertising costs as incurred.  Advertising costs for
     the three months and nine months ended September 30, 2000 were ($5,177) and
     $432,733  respectively.  A credit was received  during the third quarter of
     2000. For the three months ended September 30, 1999 and for the period from
     February 3, 1999 (inception) to September 30, 1999  advertising  costs were
     $824,750 and $938,771 respectively.

     Net  Loss  per  Share
     ---------------------
     For the periods,  the Company  adopted SFAS No. 128,  "Earnings per Share."
     Basic loss per share is  computed  by  dividing  loss  available  to common
     stockholders by the weighted-average number of common shares outstanding.

     Diluted  loss per share is computed  similar to basic loss per share except
     that the  denominator  is  increased  to include  the number of  additional
     common  shares that would have been  outstanding  if the  potential  common
     shares had been issued and if the  additional  common shares were dilutive.
     For the periods from February 3, 1999 (inception) to September 30, 1999 and
     the nine months ended September 30, 2000, the Company  incurred a net loss.
     Basic and diluted loss per share is the same.

     Stock  Split
     ------------
     On February 23, 2000, the Company effected a two-for-one stock split of its
     common stock. All share and per share data have been retroactively restated
     to reflect this stock split.

     Concentrations  of  Credit  Risk
     --------------------------------
     The  financial   instrument  which  potentially  subjects  the  Company  to
     concentrations  of credit risk is cash.  The  Company  places its cash with
     high quality financial institutions, and at times it may exceed the Federal
     Deposit Insurance Corporation $100,000 insurance limit. As of September 30,
     2000, there were no uninsured portions held at the financial institutions.

     Revenue  Recognition
     --------------------
     Revenue  from the sale of CD's and setup fees are  recognized  as shipments
     occur. Revenues from advertising,  internet service providers and "opt-ins"
     are recognized per the individual  controlling  contract,  which stipulates
     the detail and frequency of the billing  procedure.  Licensing  fees (under
     contract) are recognized over the period of time covered by the contract.

NOTE  4  -  STOCKHOLDERS  EQUITY
     On July 10, 2000 one shareholder was issued 30,000 shares  resulting from a
     penalty for non-registration of securities. No funds were involved with the
     issuance of these shares.

     During August, the Company issued share of 23,334 and 40,000 as a result of
     share price  miscalculations  of the initial shares  distributed.  No funds
     were involved with the issuance of these shares.

     As part of the contract  with E. J. Conner,  Jr., the interim CFO, he is to
     receive  3,000 shares per month during his service.  During the period from
     July 1, 2000 to September 30, 2000, 6,000 shares were issued resulting from
     this  contract.  As of November 14, 2000,  Mr. Conner has completed all the
     terms  and  conditions  of  his  interim  CFO  agreement  with   Preference
     Technologies,  Inc.  The Company is  continuing  its search for a permanent
     CFO.


                                        8
<PAGE>
                                                 PREFERENCE  TECHNOLOGIES,  INC.
                                                    (formerly STOCKUP.COM, INC.)
                                                   NOTES TO FINANCIAL STATEMENTS
                                                  September 30, 2000 (unaudited)
================================================================================


     As of December 31, 1999,  the number of shares of common stock  outstanding
     totaled  26,413,052.  As of the  September  30,  2000,  common stock shares
     outstanding totaled 28,812,308.

NOTE  5  -  NOTES  PAYABLE-RELATED  PARTY
     On July 14,  2000 the Company  secured a $45,000  loan from MDC for working
     capital purposes.  This is a demand note and carries an interest rate of 8%
     per annum.  There are no security or escrow agreements  associated with the
     Note nor does  the note  include  any  agreements  regarding  common  stock
     purchase, registration rights or UCC arrangements.

NOTE  6  -  NOTES  PAYABLE-SENIOR  CONVERTIBLE  SECURED  PROMISSORY  NOTES
     On  August 1,  2000,  the  Company  secured  a Senior  Secured  Convertible
     Promissory Note for $500,000 from Wall & Broad Securities.  This is part of
     a $3,500,000 Convertible Note currently being negotiated. It is anticipated
     that the  Convertible  Note will be rolled over into a potential  permanent
     equity  arrangement via a private  placement  offering.  This Note bears an
     interest  rate of 12% per annum,  secured by the business and  intellectual
     property of the Company  (convertible  into shares of the company  equaling
     25% of the fully diluted total shares of the company,  upon default, at the
     Lenders  option).  The Notes matures on September  30, 2000.  The Note also
     carries  two 45 day  extensions  as is included  within a Credit  Agreement
     dated August 1, 2000.  The Note is in default as  conditions  have not been
     met to secure the initial 45 day extension.

     On  August 1,  2000,  the  Company  secured  a Senior  Secured  Convertible
     Promissory Note for $500,000 from Harglen Financial  Limited.  This is also
     part of the $3,500,000  Convertible Note currently being negotiated,  noted
     in the preceding  paragraph.  It is anticipated  that the Convertible  Note
     will be rolled over into a potential  permanent  equity  arrangement  via a
     private  placement  offering.  This Note bears an interest  rate of 12% per
     annum,  secured by the  business and  intellectual  property of the Company
     (convertible  into shares of the company  equaling 25% of the fully diluted
     total shares of the company,  upon  default,  at the Lenders  option).  The
     Notes  matures on  September  30,  2000.  The Note also  carries two 45 day
     extensions as is included  within a Credit  Agreement dated August 1, 2000.
     The Note is in  default  as  conditions  have not  been met to  secure  the
     initial 45 day extension.

     On August 1, 2000, the Company entered into a CREDIT  AGREEMENT under which
     two $500,00  Secured  Promissory  Notes were  negotiated.  Principal  items
     within that CREDIT AGREEMENT are:

     Obligations  of  Michael  Calderone
     -----------------------------------
     This agreement calls for the delivery to the company of 6,000,000 shares of
     common stock owned by Michael  Calderone,  to be held in escrow. The shares
     are to be canceled and included as authorized but unissued upon the receipt
     of  $7,500,000  of  Equity  Funds at a price of $1.00 per share of Series A
     Preferred  Stock.  This Preferred stock is  convertible,  one for one, into
     common  stock on or before to December 31,  2000.  If the  $7,500,00 is not
     received then the shares will be returned to Michael Calderone.  The voting
     rights of which  are not  removed  from  Michael  Calderone  while it is in
     escrow.

     The agreement also call for the delivery of 1,500,000  additional  share of
     common stock owned by Michael Calderone. These shares are to held in escrow
     to be issued as needed to holders of warrants and other options to purchase
     or  other  purchasers  of  common  stock  of  the  company.  If  PREFERENCE
     TECHNOLOGIES,   INC.  (formerly  STOCKUP.COM,   INC.)  NOTES  TO  FINANCIAL
     STATEMENTS September 30, 2000 (unaudited) any such shares are not issued by


                                        9
<PAGE>
                                                 PREFERENCE  TECHNOLOGIES,  INC.
                                                    (formerly STOCKUP.COM, INC.)
                                                   NOTES TO FINANCIAL STATEMENTS
                                                  September 30, 2000 (unaudited)
================================================================================


     the company by December  31,  2002,  then such shares  shall be returned to
     Michael  Calderone.  Michael  Calderone shall exercise the voting rights of
     such shares lesser of $1.50 per share for each share issued or the value of
     the closing bid price on the date of grant.

     Michael Calderone's options to buy stock has been reduced to the following:
     1) the right to purchase  500,000  currently  at a price of $1.10 per share
     and 2) the right to  purchase  1,100,000  additional  options  at $1.10 per
     share  providing  that the company  meets or exceeds  its pre-tax  earnings
     projections.  Should this not occur,  then the number of options reduces to
     1,000,000  and is further  reduced by the ratio of actual  earnings for the
     calendar period 2000-2002 to projections for that same period.

     Right  to  Purchase
     -------------------
     Any current  lender or and other lender  introduced  by any current  lender
     shall have the right to  purchase  up to  $7,500,000  of Series A Preferred
     Stock or other  preferred  securities of the company at a price of $.40 per
     share and purchase  Convertible  Notes  (convertible into common stock on a
     one to one basis) at a price $.40 per share. If the investor group does not
     sell a minimum of  $3,500,000  of the  Company's  securities,  the investor
     group  shall  have the right to  exercise  option at any time from  January
     1,2001 to January 30, 2001.

     Modification  of  Existing  Warrants  to  Investors
     ---------------------------------------------------
     The Company agreed to extend the first date on which such warrant or option
     may be  exercised  to no earlier than a date six months after the shares of
     common  stock  underlying  such option or warrant  become  freely  tradable
     without restriction under the securities Act of 1933 as amended.

     Lockup
     ------
     Michael  Calderone  agrees not to dispose or in any way encumber any of the
     shares beneficially held until August 1, 2002.

     Also  entered  into  on  August  1,  2000:

     WARRANT  AGREEMENT

     As part of the overall CREDIT AGREEMENT,  the Company issued 500,000 Common
     Stock  Purchase  Warrants,  at a  purchase  price of $1.10 per  share.  The
     Warrants  expire  on  August  8,  2005.  The  number  of  warrants  and the
     conversion  price  shall be adjusted  to reflect  the  distribution  of the
     Company's capital stock.  Adjustments for number of warrants and price will
     also be made for the Company's stock affected by splits, reorganization and
     merger  or any  other  adjustment  in the  number of  Company  shares.  The
     adjustments for price and usage is made to keep the holders of the Warrants
     "whole".  However,  no such  adjustment  to price  shall be made unless the
     impact is $.125 per share or more.  The price  adjustment is subject to the
     impact of an event  affecting the price or volume of  underlying  shares of
     the Company.

     Purchase  Rights
     ----------------
     Should the Company  sell any new  security,  then should the holders of the
     Warrants who own at least 25% of the Warrants acquired herein (as adjusted)
     may purchase shares of the new issue.


                                       10
<PAGE>
                                                 PREFERENCE  TECHNOLOGIES,  INC.
                                                    (formerly STOCKUP.COM, INC.)
                                                   NOTES TO FINANCIAL STATEMENTS
                                                  September 30, 2000 (unaudited)
================================================================================


     FIRST  AMENDMENT  TO  OPTION  AGREEMENT  AND  CERTIFICATE

     Within this  amendment,  Michael  Calderone  agrees to reduce the number of
     options he owns from 2,395,000 as was within the Original Agreement,  dated
     April 9, 2000 to 1,500,000 and to adjust the Exercise  price from $2.13 per
     share to $1.10 per share.  The repricing of the stock options changes these
     options into a variable plan. On the date of the repricing, August 1, 2000,
     the fair market value was $1.031.

NOTE  7  -  NOTES  PAYABLE-EMPLOYEES
     On  September  1, 2000 the  Company  secured a  $50,000  loan from  William
     Louden, the President of Preference Technologies,  Inc. for working capital
     purposes. The Note carries no security  arrangements,  escrow arrangements,
     registration  rights nor UCC  agreements.  The loan is due on September 11,
     2000  and has an  interest  rate  of 12% per  annum,  25,000  common  stock
     warrants,  with a strike price of $1.10 and a five year  expiration  on the
     due date.  Should the Note not be paid promptly,  the Note holders at their
     option can convert the  payment to shares of common  stock at a  conversion
     price of $.10 per share.  The Note was  extended to October 11, 2000 and is
     not yet paid.

     On  September  1, 2000 the  Company  secured a $150,000  loan from  Jeffrey
     Jolcover, an employee of Preference Technologies,  Inc. for working capital
     purposes. The Note carries no security  arrangements,  escrow arrangements,
     registration  rights nor UCC  agreements.  The loan is due on September 11,
     2000  and has an  interest  rate  of 12% per  annum,  75,000  common  stock
     warrants,  with a strike price of $1.10 and a five year  expiration  on the
     due date.  Should the Note not be paid promptly,  the Note holders at their
     option can convert the  payment to shares of common  stock at a  conversion
     price of $.10 per share.  The Note was  extended to October 11, 2000 and is
     not yet paid.

NOTE  8  -  NOTES  PAYABLE-ADVANCES
     On September 11, 2000, the Company received  $250,000 as an advance as part
     of a $3,500,000 Convertible Note currently being negotiated.

     On September 13, 2000, the Company received  $250,000 as an advance as part
     of a $3,500,000 Convertible Note currently being negotiated.

NOTE  9  -  FINANCE  EXPENSE

<TABLE>
<CAPTION>
<S>                                                                                  <C>
     During  the  third  quarter of 2000, the company incurred financing expense
     totaling $20,464,193.
          Penalty  for non-registration of securities 30,000 shares at $1.50         $    45,000
          Warrants  associated  with  Credit  agreement,  500,000 @ $.75 per the
               Black  Scholes  model                                                     375,000
          Options  associates  with the Loans for $200,000, 100,000 common stock
               Warrants  @$.75                                                            75,000
          Beneficial  conversion  of  Promissory  Notes (for $50,000 & $150,000)
            in  default,  into  2,000,000  Common  stock shares at $0.10 per share,
            market  price  at default $0.937                                           1,674,000
          Beneficial conversion of Senior Secured Convertible Promissory Notes
            in  default,  into  15,436,154  shares at $0.065 per share, market
            price  at default  $1.25                                                  18,295,193
</TABLE>


                                       11
<PAGE>
                                                 PREFERENCE  TECHNOLOGIES,  INC.
                                                    (formerly STOCKUP.COM, INC.)
                                                   NOTES TO FINANCIAL STATEMENTS
                                                  September 30, 2000 (unaudited)
================================================================================


NOTE  10  -  UNFULFILLED  ORDERS
     As of September 30 2000, the company has sales contracts  totaling $284,924
     that have not yet been fulfilled. These contracts are for CD's $282,349 and
     set up fees $2,575.

NOTE  11  -  SUBSEQUENT  EVENTS
     It is anticipated that the $1,000,000  Bridge Loan and the $245,000 working
     capital loans will be repaid from the proceeds of a $3,500,000  convertible
     note  being  negotiated.  This  note is to be  rolled  over  into a private
     placement of the company's securities;  however, there is no assurance that
     the  Company  will  be able  to  complete  a  Convertible  Note or  private
     placement.  This Credit Agreement also called for the issuance of a warrant
     for 500,000 shares at a price per share of $1.10.  The Company's  inability
     to obtain additional financing will severely impact the company.

     Subsequent  to  September  30, 2000,  the Company  received  $1,200,000  as
     advances as part of the $3,500,000 being negotiated.

     On October 23, 2000, the Company entered into an agreement with its Founder
     & CEO to resign his position as CEO. The agreement  calls for a monthly fee
     for consulting services, in addition to his appointment as Vice-Chairman of
     the Board, a non-executive voting position. In addition, the Founder agreed
     to  retire  shares of stock  such that he will have no more than  7,000,000
     shares and to cancel his 2,400,000 options.  The seven million  (7,000,000)
     shares he will hold will have restrictive  legends reflecting a twenty-four
     (24) months  restriction  upon them and will be restricted  under rule 144.
     The founder also gave the Board of  Directors  the voting proxy for all his
     shares  for a period  of 24  months.  The  agreement  is for a period of 18
     months


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

THIS  REPORT  CONTAINS  FORWARD-LOOKING STATEMENTS RELATING TO FUTURE EVENTS AND
FUTURE  PERFORMANCE  OF  THE  COMPANY  WITHIN  THE MEANING OF SECTION 27A OF THE
SECURITIES  ACT  OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934,
INCLUDING,  WITHOUT LIMITATION, STATEMENTS REGARDING THE COMPANY'S EXPECTATIONS,
BELIEFS,  INTENTIONS  OR  FUTURE  STRATEGIES  THAT  ARE  SIGNIFIED  BY THE WORDS
"EXPECTS,"  "ANTICIPATES,"  "INTENDS,"  "BELIEVES"  OR SIMILAR LANGUAGE.  ACTUAL
RESULTS  COULD  DIFFER MATERIALLY FROM THOSE ANTICIPATED IN SUCH FORWARD-LOOKING
STATEMENTS.  THE  CAUTIONARY  STATEMENTS MADE IN THIS DOCUMENT SHOULD BE READ AS
BEING  APPLICABLE TO ALL RELATED FORWARD-LOOKING STATEMENTS WHEREVER THEY APPEAR
IN  THIS DOCUMENT.  ALL FORWARD-LOOKING STATEMENTS INCLUDED IN THIS DOCUMENT ARE
BASED  ON  INFORMATION  AVAILABLE  TO  THE  COMPANY  ON THE DATE HEREOF, AND THE
COMPANY  ASSUMES  NO  OBLIGATION  TO UPDATE ANY FORWARD LOOKING STATEMENTS.  THE
COMPANY  CAUTIONS  INVESTORS  THAT  ITS  BUSINESS  AND FINANCIAL PERFORMANCE ARE
SUBJECT  TO  SUBSTANTIAL  RISKS  AND  UNCERTAINTIES. IN EVALUATING THE COMPANY'S
BUSINESS,  PROSPECTIVE  INVESTORS  SHOULD CAREFULLY CONSIDER THE INFORMATION SET
FORTH  BELOW.


                                       12
<PAGE>
OVERVIEW

The  Company  was  incorporated  in  Nevada  in  February 1999 and has developed
second-generation  Internet technology products.  The Global Information Gateway
(GIG)  is  the  Company's  first  product.  The  GIG  aggregates  news and other
information  customized  to the users preference and delivered to the desktop in
real  time.  The  Corporation  Information Gateway (CIG) is a branded version of
the  Global  Information  Gateway.  By  deploying  the  CIG,  companies create a
two-way  communication  link  and  establish  a permanent presence on the user's
desktop.  The  CIG  provides business to business (B2B) and business to consumer
(B2C)  marketing  solutions.

From  its  inception to date, the Company has incurred costs associated with the
development  and  launch  of  its products, probable markets, and business.  The
Company  has  established relationships with information providers that increase
the quality and marketability of the Company's products.  The Company's products
commenced  generating  revenues  during  the  second  quarter  of  2000.

The Company has historically financed its operations to date through the sale of
its  common  stock.  Since  inception  through  September  30, 2000, the company
issued  28,812,308 shares of its common stock.  The Company raised $2.9 million,
net  of  offering costs, from four accredited investors as follows: (i) February
1999 ("the February Offering") - Issuance of 2,666,664 shares of common stock in
exchange for $900,000; and (ii) Issuance of options under Rule 506 of Regulation
D,  promulgated  under  Section  4 (2) of the Securities Act of 1933, to acquire
units  comprised  of  2,400,000  shares  of common stock, and 1,200,000 warrants
exercisable  at $1.25 per share, and options to acquire 581,672 shares of common
stock  at  an  aggregate  exercise price of $31,250 in exchange for $2.3 million
cash.  The February 1999 Offering was conducted under Rule 504.  It provided the
necessary  seed  capital  to  commence  implementation of the Company's business
plan.  2,400,000  of  these  shares  are  currently  restricted and subject to a
demand  registration rights as of January 1, 2000.  The 2,400,000 shares and the
shares  underlying  the 1,200,000 warrants are subject to reasonable underwriter
trading  restrictions  in the event of a public offering.  The investors holding
these  securities  are  also  entitled  to anti-dilution rights in the event the
Company  issues  stock  at  less  than  $1.25  per  share.

In June 1999, the Company entered into a private placement agreement to offer up
to  $12,000,000  worth  of  shares  of  common  stock for 4,000,000 shares.  The
Company  extended the minimum offering of $600,000 through October 31, 1999, for
which  the minimum was timely met.  The Company is also issuing two warrants for
every  six shares of common stock to investors that provide a minimum of $18,000
at  an  exercise  price  of  $5  per  share  with  a  two-year term.  The shares
underlying  these  warrants  shall be subject to piggy-back registration rights.
Institutional  investors  shall  receive  the  same type and number of warrants,
except  the  exercise price shall be $5 per share. The Company shall pay to each
broker-dealer  warrants  to purchase shares equal to 10% of the Company's common
stock  sold  by  such broker-dealer with an exercise price of $7.50.  The shares
are not freely traded until the registration of the private placement agreement.
The  warrants  may  be  exercised, commencing upon the date the Company closes a
public  offering  of  its stock pursuant to a Registration Statement registering
the  shares  underlying  the  warrants and terminating 180 days thereafter.  The
investment  period  expired  on  December  1,  1999.


                                       13
<PAGE>
On  December 3, 1999, the Company entered into a subscription agreement to offer
units  at  a price of $9 per unit.  For Investors investing at least $1,000,000,
the  price per unit will be decreased to $7.50 per unit.  Each unit is comprised
of  six  shares  of  the  Company's  common stock and two warrants.  There is no
minimum  or  maximum  total  investment  related to this agreement.  The Company
shall  pay to each broker-dealer warrants to purchase shares equal to 10% of the
Company's  total  units issued.  All warrants shall have an exercise price of $5
per  share.  In  the event the Company has not filed a Registration Statement on
or  prior  to  September  1,  2000,  the investor shall have the right to demand
registration  of  the  shares and the warrant shares, and the number of warrants
issued  shall  be  increased  by  5%  of the original number of warrants issued,
commencing  September 1, 2000 and upon the first of each month thereafter, until
the  shares  and  warrants  are registered.  In the even the Company, during the
six-month  period  of  time following the date of the agreement, sells shares at
less than $3 per share (or $2.50 per share in the event an investor is providing
$1,000,000),  then  the Company shall be required to issue additional securities
to  the  investor  in  an  amount  such  that the investor would receive, in the
aggregate,  the  same  securities as if he had participated in the reduced price
offering.

On  December  5,  1999,  the  Company  entered  into  another  private placement
agreement  to offer up to $4,000,000 worth of units to accredited investors with
a  minimum  offering  of $2,000,000.  During the nine months ended September 30,
2000,  the  Company  received  $2,910,978  net  of  offering  costs,  and issued
1,301,600  shares of common stock and 433,866 warrants.  Each unit was comprised
of  six  shares  of  the  Company's common stock and two warrants at an exercise
price  of $5 per share.  The warrants may be exercised, commencing upon the date
the  Company  closes  a  public offering of its stock pursuant to a Registration
Statement  registering  the shares underlying the warrants and terminating three
years  thereafter.  Each  warrant shall be callable upon providing the holder 20
days'  written  notice  in  the  event  the  shares have been registered and the
closing  bid  price  of  the  shares  is  at  a price of $10 per share during 10
consecutive  trading  days.  The  securities  comprising  the units shall not be
detachable  unless  and  until  a  Registration Statement is declared effective.

The  offering  also  included  distribution of warrants to broker-dealers in the
amount  of  20% of the aggregate proceeds raised by a broker, divided by 3.75 at
an  exercise  price  of $5 per share.  At September 30, 2000, a total of 178,600
warrants  were  issued  to  brokers.  In  the  event  the  Company registers its
securities,  the Company shall register the shares and the shares underlying the
warrants,  subject  to  a  trading  lock-up,  (i) upon the effective date of the
Registration  Statement  ("the Effective Date"), 33.33% of such securities shall
be  free  trading;  (ii)  45  days  after  the  Effective  Date,  33.33% of such
securities  shall  be  free-trading, and (iii) 90 days after the Effective Date,
33.33%  of  such securities shall be free-trading.  In the event the Company has
not  filed  a  Registration  Statement  registering  the  shares  and the shares
underlying the warrants prior to July 1, 2000, then a majority of the holders of
the  units  issued  shall  have the right to demand that the Company immediately
register  all  such  securities.  In  the  event of such a demand, then upon the
first of each month after such demand during which the Registration Statement is
not  effective,  commencing  no  earlier  then  October  1,  2000, the number of
warrants  issued  hereunder  shall  be  increased,  on  a pro-rata basis, to the
holders  of  the  units,  by  an  amount  equal  to  2%  of the warrants issued.

At December 31, 1999, a total offering of $1,201,247, net of offering costs, was
completed,  and  458,334 shares of common stock were issued.  In connection with
the  offering, the Company granted 113,106 warrants to investors at December 31,
1999 at an exercise price of $5 per share.  The Company  granted 45,832 warrants
to  broker-dealers  at  an  exercise  price  of  $7.50  per  share.


                                       14
<PAGE>
As of March 31, 2000, a total offering of $3,435,577, net of offering costs, was
completed, and 1,436,314 shares of common stock were issued.  In connection with
the  offering, a total of 47,878 and 478,780 warrants were issued to brokers and
investors,  respectively.

The  Company  has  incurred  significant net losses and negative cash flows from
operations  since  our  inception.  At September 30, 2000, we had an accumulated
deficit  of  $37,914,803.  These  losses  have been funded primarily through the
issuance of our equity securities and short-term debt.  We intend to continue to
invest  heavily  in  marketing  and brand development, content enhancements, and
technology and infrastructure development.  As a result, we believe that we will
continue  to  incur  net  losses and negative cash flows from operations for the
foreseeable  future.

For  the  three  months ended September 30, 2000 and for the Year-to-date period
ended  September  30,  2000,  the  Company's selling, general and administrative
expenses  were  $2,577,878  and  $9,270,705  respectively.  For the three months
ended  September 30, 1999 and from February 3, 1999 (inception) to September 30,
1999, the Company's Selling, General and Administrative expenses were $2,552,652
and  $4,496,318  respectively.   The Company earned $452 in other income for the
three  months  ended  September  30,  2000 and $20,809 for the nine months ended
September  30,  2000.  For  the  comparable  periods  of 1999 the Company earned
$8,952  and  $18,217  respectively.  The  net loss for the three months and nine
months  ended  September  30,  2000  totaled  $22,886,688  and  $29,554,060
respectively.  The  net  loss  for the three months ended September 30, 1999 and
for  the  period from February 3, 1999 (inception) to September 30, 1999 totaled
$2,543,700  and  $5,953,614,  respectively.

We  incurred  cumulative  deferred compensation, which represents the difference
between  the  exercise price of stock options granted, and the fair market value
of the underlying common stock at the date of grant.  The difference is recorded
and  amortized  over  the  vesting  period  of  the applicable options.  Options
granted  through December 1999 typically vest over 15 months, although a portion
of  those  options  vested  immediately.  Options  granted  after  December 1999
generally  vest  over  36  months.  Of  the  total deferred compensation amount,
approximately  $34,457  and $142,349 was amortized during the three months ended
September  30,  2000  and  1999.  For  the  nine months ended September 30, 2000
approximately  $745,963  was  amortized  and  $455,115  for  the  period  from
(inception)  February  3,  1999  to  September  30,  1999.

As  of  September  30,  2000,  the  Company  had  current assets of $85,566, and
$817,423 in furniture, equipment, and other assets, resulting in total assets of
$902,989.  The  Company's  total  liabilities  were  $3,861,966.

RESULTS  OF  OPERATIONS

The  Company has generated operating revenues totaling $216,390 and $221,488 for
the  three and nine months ended September 30, 2000, respectively and $0 for the
period  from  February  3,  1999  (inception)  to September 30, 1999.  While the
Company  continues  to  focus  its efforts on developing quality products, it is
moving  forward  with  its  sales  and  marketing  efforts  to establish a large
consumer  base  for these products.  Revenues have initiated and are expected to
grow.  While  there  is no assurance, the Company anticipates that by continuing
developing  quality  products  and establishing a consumer base, it will be in a
position  to  generate  greater  revenues  in  the  future.


                                       15
<PAGE>
Sales
-----

During the period from July 1, 2000 to September 30, 2000, the Company had sales
totaling $216,390: $182,083 from License sales, CD sales of $22,834, Advertising
sales  of  $10,773  and  $700  of  Set  Up  Fees.

It  should  be  noted  that  the Company sold Annual License Agreements totaling
$845,000.  $182,083  was "earned" in the 3rd Quarter of 2000 with the balance to
be  "earned"  over  the  next  nine  months.

Operating  Expenses
-------------------

Selling,  General  and  Administrative  Expenses
------------------------------------------------

For  the  three months ended September 30, 2000 and for the comparable period in
1999,  the  Company incurred $2,577,878 and $2,552,652 respectively in operating
expenses.  For  the nine months ended September 30, 2000 and for the period from
inception (February 3, 1999) through September 30, 1999, operating expenses were
$9,270,705 and $4,496,318 respectively.  These expenses were primarily for sales
and  marketing  expenses,  product development and general administrative costs.
The  increase  is  due  to  the  increased activity in sales, continuing product
development  and  increased  general  business  activity.

Other  Income
-------------

Miscellaneous Income and Interest Income totaled $452 and  $20,809 for the three
months  and  nine  months  ended  September  30, 2000, respectively.  Investment
income  in  future  periods may fluctuate as a result of fluctuations in average
cash  balances  maintained by the Company and changes in the market rates of its
investments.

Financing  Expense
------------------

For  the  three  months  ended  September  30,  2000  and  September  30,  1999,
$20,464,193  and no finance expense incurred, respectively.  For the nine months
ended September 30, 2000 and for the period from February 3, 1999 (inception) to
September  30,  1999,  finance  expense  was  $20,464,193  and  $1,557,335,
respectively.  Financing  expense  consists  primarily  of  cost associated with
registration  penalties,  the issuance of warrants as part of the August 1, 2000
Credit Agreement, beneficial conversion value of Promissory Notes in default and
the  issuance  of  below  market  options  and  warrants.  See  NOTE  9,  above.

Depreciation  and  Amortization
-------------------------------

For  the  three months ended September 30, 2000 and for the comparable period in
1999,  depreciation  and  amortization  expenses  totaled  $98,459  and  $59,279
respectively.  For  the nine months ended September 30, 2000 and the period from
February  3,  1999  (inception)  to  September  30,  1999,  depreciation  and
amortization  expenses  were  $258,524  and  $126,699  respectively.


                                       16
<PAGE>
Stock-Based  Compensation  Expense
----------------------------------

For  the  three months ended September 30, 2000, $34,957 of compensation expense
was  recorded.  For  the  nine  months  ended  September  30,  2000, $746,463 of
compensation  expense was recorded.   The unamortized balance is being amortized
over the vesting period for the individual options, which is typically 15 months
for  options  issued earlier than December 1999 and 36 months for options issued
since  that  date.

LIQUIDITY  AND  CAPITAL  RESOURCES

The  Company  has  generated revenues totaling $216,390 for the three months and
$221,488  for  the  nine  months ended September 30, 2000.  However, the Company
anticipates  that  it  will continue to incur net losses and negative cash flows
from operations for the foreseeable future.  The rate at which these losses will
be  incurred  is  anticipated  to  remain  at current levels and may deteriorate
subject  to  the  sales  activity  for the remainder of the year.  The Company's
source  of  capital  from February 3, 1999 (inception) to September 30, 2000 has
been,  principally,  investment  capital and short-term loans, provided by third
parties  and  collections  from sales.  Further, the Company anticipates it will
require  additional capital contributions to fund its operations during the year
2000.  In  December  1999,  the  Company  commenced two private offerings of its
securities.  The  Company is now seeking to raise additional funds via a private
placement  of  its  securities.

During  the  three  months ended September 30, 2000, the company did not receive
any  funds  from the sale of capital stock.  For the nine months ended September
30,  2000,  total  capital raised was $5,328,096 (net of offering costs) for the
issuance  of  2,399,256  shares.

During  the  period from July 1, 2000 to September 30, 2000, the Company secured
$1,745,000  in loans for working capital requirements.  A $1,000,000 Note, dated
August  1,  2000  bearing  an  interest  rate  of  12% per annum, secured by the
business  and  intellectual  property of the Company (convertible into shares of
the  company equaling 25% of the fully diluted total shares of the company, upon
default,  at the Lenders option).  The Notes matures on September 30, 2000.  The
company also secured a $45,000 working capital loan on July 14, 2000.  This Note
is payable on demand and carries an interest rate of 8% per annum.  On September
1,  2000,  the  Company secured an additional working capital loan for $200,000.
The loan is due on September 11, 2000 and has an interest rate of 12% per annum,
100,000  common  stock  warrants,  with  a strike price of $1.10 and a five year
expiration  on  the  due  date.  Should  the Note not be paid promptly, the Note
holders  at  their option can convert the payment to shares of common stock at a
conversion  price  of  $.10  per share.  The Company also received $1,700,000 in
advances  against  the  Private  Placement offering.  It is anticipated that all
these  Notes  will  be paid with fund secured with a future permanent financing.
Capital  expenditures  totaled  $3,903  for  the  period  from  July  1, 2000 to
September  30,  2000.  For the period from January 1, 2000 through September 30,
2000,  capital expenditures totaled $386,954.  For the three months from July 1,
1999 and for the period from inception (February 3, 1999) to September 30, 1999,
capital  expenditures  were  $129,484  and  $359,407, respectively.  In general,
capital  expenditures  have been comprised of purchases of computer hardware and
software  as well as leasehold improvements related to leased facilities and are
expected  to  remain  constant  in  future  periods.


                                       17
<PAGE>
The  Company  currently  has  commitments  including those under operating lease
agreements.  The  Company  has experienced a substantial increase in its capital
expenditures  and  operating  lease  arrangements  since its inception, which is
consistent  with  increased  staffing,  and  does  not anticipate that this will
continue to grow in the future.  It is estimated that the reduced expense levels
for  the  period  from  July  1,  2000  to  September  20, 2000 should continue.
However,  normal  business  operations  may require the incurrence of additional
expenditures.  Additionally,  the  Company  will  continue  to evaluate possible
acquisitions  of  or  investments in businesses, products, and technologies that
are  complementary  to  those of the Company, which may require the use of cash.
Management believes existing cash and investments will not be sufficient to meet
the  Company's  operating  requirements for the next twelve months; however, the
Company  may  sell  additional  equity  or  debt  securities  or  obtain  credit
facilities  to  further  enhance its liquidity position.  The sale of additional
securities  could  result  in additional dilution to the Company's shareholders.


                                       18
<PAGE>
                           PART II - OTHER INFORMATION

Item  1.  Legal  Proceedings

The Company is a party to various actions and proceedings incident to its normal
business  operations.  The  Company believes that the outcome of such litigation
and  proceedings,  individually  and  in the aggregate, will not have a material
adverse  effect  on  the  business  or  financial  condition  of  the  Company.

Item  2.  Changes  in  Securities

During the three months ended September 30, 2000, the Company also issued 63,334
shares  as  a  result  of  an  incorrect  price  used in calculating the initial
distribution  of  the  December 9, 1999 issue; issued 30,000 shares as a penalty
for  non-registration of securities and issued 6,000 as part of the compensation
agreement  with  the  interim  CFO.  For the nine months September 30, 2000, the
Company  received  $5,328,097  (net  of  offering costs) for 2,399,256 shares of
common  stock.

As  of  December  31,  1999,  the  number  of shares of common stock outstanding
totaled  26,413,052.  As  of the March 31, 2000, common stock shares outstanding
totaled  28,650,964.  As  of  June  30, 2000 the number of outstanding shares of
common  stock  totaled  28,  712,  974.  As  of September 30, 2000 the number of
outstanding  shares  of  common  stock  totaled  28,812,308.

Item  3.  Defaults  Upon  Senior  Securities

The  Company  is  currently  in  default  for four debt obligations: $150,000 to
Jeffrey  Jolcover,  due  date September 11, 2000; $50,000 to William Louden, due
date  September  11,  2000;  $500,000  to  Harglen  Financial  Limited, due date
September  30,  2000; $500,00 to Wall & Broad Equities Corp., due date September
30,  2000.  Charges  to  the  financial  statements  have been made accordingly.
Details  are  noted  in  NOTE  9.

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders.

None

Item  5.  Other  Information

The Company's Chief Executive Officer,  Michael Calderone,  resigned October 23,
2000. The Chief  Executive  Officer  position  remains open. The Company's chief
executive is its President and Chief Operating Officer, William Louden.

On November  9, 2000,  the Company  laid off 80  employees  as part of a general
restructuring of the Company.

Interim Chief Executive Officer,  E.J. Conner,  Jr., resigned November 14, 2000.
Todd Rustman was appointed Treasurer of the Company on November 15 , 2000.


Item  6.

     (A)  Exhibits

     27.  Financial  Data  Schedule
     ------------------------------

     (B)  During  the three months ended September 30, 2000, no Form 8-K reports
     were  filed.


                                       19
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                                   SIGNATURES


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


          Signature                  Title                      Date
          ---------                  -----                      ----

/s/ William Louden
------------------------     President                      November  20,  2000
William Louden               Chief Operating Officer
                             (Principal Executive Officer)

/s/ Todd Rustman
------------------------     Treasurer                      November  20,  2000
Todd Rustman


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