<PAGE>

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

                                   FORM 10-QSB

(Mark One)

 X  QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
---

For the quarterly period ended March 31, 2002

    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
---

For the transition period from _______ to _______

                          Commission File No: 000-28723

                            MINDSET INTERACTIVE CORP.
        (Exact name of small business issuer as specified in its charter)

            Nevada                                       91-1906973
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                  5 Corporate Park, Suite 160, Irvine CA 92606
                    (Address of principal executive offices)

                                 (949) 419-0262
                          (Issuer's telephone number)

        Ecklan Corporation, 24843 Del Prado, #318, Dana Point, CA 92629
                           (Former name and address)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [ X ] No [ ]

As of May 7, 2002, 18,594,217 shares of Common Stock were issued and outstanding

Transitional Small Business Disclosure Format (check one):   Yes [  ]    No [X]



<PAGE>

                            MINDSET INTERACTIVE CORP.
                                Table of Contents

                         PART I - Financial Information

Item 1
Financial Statements

         Condensed Consolidated Balance Sheet at March 31, 2002 (Unaudited)

         Condensed Consolidated Statements of Operations for the three months
         ended March 31 2002 and 2001. (Unaudited)

         Condensed Consolidated Statements of Cash Flow for the three months
         ended March 31, 2002 and 2001. (Unaudited)

         Notes to Condensed Consolidated Financial Statements at March 31, 2002
         (Unaudited)

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

                           PART II - Other Information

Item 1.  Legal Proceedings
Item 2.  Changes in Securities and Use of Proceeds
Item 3.  Defaults Upon Senior Securities
Item 4.  Submission of Matters to a Vote of Security Holders
Item 5.  Other Information
Item 6.  Exhibits and Reports on Form 8-K

                                       2


<PAGE>

                            MINDSET INTERACTIVE CORP.
                       CONDENSED CONSOLIDATED BALANCE SEET
                                   (Unaudited)
                                 March 31, 2002

ASSETS
--------------------------------------------------------------------------------

CURRENT
Cash ......................................................         $   107,439
Accounts Receivable, net of allowance of $350,000 .........             253,102
Note Receivable ...........................................              48,692
Other Current Assets ......................................              23,744
                                                                    ------------
Total Current Assets ......................................             432,977

PROPERTY AND EQUIPMENT, net ...............................             197,984

OTHER ASSETS ..............................................              25,018
                                                                    ------------

TOTAL ASSETS ..............................................         $   655,979
                                                                    ============

LIABILITIES AND STOCKHOLDERS' EQUITY
--------------------------------------------------------------------------------

CURRENT
Accounts Payable ..........................................         $   409,825
Other Accrued Expenses ....................................              62,120
Note Payable ..............................................             550,000
Stock Payable .............................................             518,661
                                                                    ------------
Total Liabilities (all current) ...........................           1,540,606
                                                                    ------------

STOCKHOLDERS' EQUITY

Common Stock ..............................................              18,637
Additional Paid in Capital ................................             995,234
Receivable from Officers ..................................             (75,000)
Accumulated Deficit .......................................          (1,823,498)
                                                                    ------------
Total Stockholders' Equity (Deficit) ......................            (884,627)
                                                                    ------------

Total Liabilities and Stockholder's Equity ................         $   655,979
                                                                    ============

                                       3


<PAGE>
<TABLE>

                                 MINDSET INTERACTIVE CORP.
                      CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                        (Unaudited)
<CAPTION>

                                                           Three Months       Three Months
                                                              Ended               Ended
                                                             3/31/02             3/31/01
------------------------------------------------------------------------------------------
<S>                                                       <C>                <C>
Revenues ...........................................      $    440,211       $  2,499,155
Cost of Sales ......................................           161,183          2,225,025
                                                          --------------------------------

         Gross Profit ..............................           279,028            274,130
                                                          --------------------------------

OPERATING EXPENSES

General & Administrative ...........................           127,975            222,709
Research and Development ...........................            83,184            156,778
Sales & Marketing ..................................           108,779             93,684
                                                          --------------------------------
           Total Operating Expenses ................           319,398            473,171
                                                          --------------------------------

Operating Loss .....................................           (40,910)          (199,041)
                                                          --------------------------------

Other income (expense)
   Interest Income .................................             1,152              3,313
   Interest Expense ................................              (505)            (8,122)
                                                          --------------------------------

           Total other (expense)  ..................               647             (4,809)
                                                          --------------------------------

Loss before income tax provision ...................           (40,263)          (203,850)

           Provision for income taxes ..............              (800)                 0
                                                          --------------------------------

Net Loss ...........................................      $    (41,063)      $   (203,850)
                                                          ================================

Basic and diluted net loss per common share ........      $       0.00       $       (.01)
                                                          ================================

Weighted average number of common shares outstanding        18,594,217         17,707,025
                                                          ================================
</TABLE>

                                            4


<PAGE>
<TABLE>

                            MINDSET INTERACTIVE CORP
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
                                   (Unaudited)
<CAPTION>

                                            Three Months Ended  Three Months Ended
                                                   3/31/02           3/31/01
----------------------------------------------------------------------------------
<S>                                             <C>               <C>
Cash Flow from Operating Activities

Net Loss ...................................    $ (41,063)        $(203,850)
Depreciation ...............................       35,732             3,139
Non-Cash Interest Expense ..................            0            10,687
Non-Cash Stock Compensation ................            0             3,254
Changes in operating assets and
liabilities ................................       49,289            39,693
                                                ----------------------------
Net Cash provided by (used in)
Operating Activities .......................       43,958          (147,077)
                                                ----------------------------

Cash Flows from Investing Activities

Acquisition of Ecklan Corp. ................                          3,734
Purchase of Fixed Assets ...................      (14,564)           (2,042)
                                                ----------------------------
Net cash provided by (used in)
Investing Activities .......................      (14,564)            1,692
                                                ----------------------------

Cash Flow from Financing Activities

Proceeds from borrowings ...................            0           164,220
                                                ----------------------------
Net cash provided by
Financing Activities .......................            0           164,220
                                                ----------------------------

Net Increase in Cash .......................       29,394            18,835

Cash at Beginning of Period ................       78,045            13,388
                                                ----------------------------

Cash at End of Period ......................    $ 107,439         $  32,223
                                                ============================
</TABLE>

                                       5


<PAGE>

                           MINDSET INTERACTIVE, CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                 March 31, 2002

NOTE 1 - COMPANY OVERVIEW, BASIS OF PRESENTATION. REVENUE RECOGNITION AND GOING
CONCERN

COMPANY OVERVIEW

Mindset Interactive Corp. is a software development company focused on creating
online and offline marketing applications. In addition to software development,
the company engages in on-line/off-line direct marketing through the use of data
from our growing database. Our suite of products includes custom productivity
applications, information, and entertainment software programs that also provide
offline-branding opportunities on a user's personal PC. These offline branding
programs complement our clients' on-line marketing initiatives allowing their
customers easy access to the clients' Web site and e-commence storefronts. Our
Company provides both small and large corporations the ability to have a
one-on-one relationship with their customers, as well as prospects through our
user-friendly applications.

Our Company bonds consumers with businesses, as well as businesses with
businesses (B2B) through marketing tools that we believe brand, differentiate
and innovate. Our Company vision is to create a personalized interactive
experience for PC and Internet users. Through products such as "MindTools", Net
Pal, database marketing, and email advertising, we have created a marketing
channel that enables companies to build brand awareness, promote their products,
and stay in touch with their customers. We believe that we fulfill these
marketing needs with the development of both software applications as well as
database management.

Products and Services:

MindTools - Applications that allow corporations to brand their products and
services on end-users' desktops.

MindPlanner - The MindPlanner allows users to demonstrate their individualism
while interacting with useful tools created to assist in their every day life.
Features of MindPlanner include an address book, a calendar, and hotlinks to
financial, travel, communications and shopping sites.

MindTrivia - MindTrivia is another affinity-based software application that
allows the users to keep their favorite images on their desktop while at the
same time includes multiple games such as: trivia, arcade, cards, and more. The
MindGames is a great tool that provides corporations the ability to poll and
develop a direct link to their consumer base.

                                       6


<PAGE>

                           MINDSET INTERACTIVE, CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                 March 31, 2002

MindSaver - The MindSaver is a standard screen saver with seven to 12 images. In
addition we have included an MP3 player or a sound (wave) file that will play
during the first 30 seconds that the screen saver is activated. The most unique
feature of the MindSaver application is the Fast Links tool bar. The Fast Links
tool bar pops up on the desktop when the consumers move their mouse after their
MindSaver has been activated. The Fast Links tool bar includes six links that
the client is able to direct. In most cases these links will either go to the
client's website, or a site of their affiliated partners. MindSaver is a great
branding and promotional application.

Launch - A simple yet effective tool to push key marketing/promotional
information to our client's consumer base. The application is a perfect
co-bundle to other MindTools applications.

MindAlmanac - A desktop productivity tool that is a consumer's single source to
online links.

Net Pal - The "transponder" Net Pal software is a proprietary software
application we have acquired that will be downloaded onto a user's browser. The
software will launch advertisements based on the contextual content of the
website the user is currently visiting. The various features of the Net Pal
software allow corporations the ability to market "on-line" directly to their
client and prospect base.

The acquisition of the Net Pal software will assist us in meeting our long-term
objectives. Due to the complementary nature of the online source code with the
marketing features of the "MindTools" products, the combination of the two
software applications allows us to meet our clients' overall marketing needs
both on and off line. Since the primary revenue for Net Pal is derived from
targeted online advertising, the acquisition of the code has allowed us to act
as our own publisher of internet advertising. In addition since other features
of the code allow us to communicate with our user base in a more consistent
manner, we believe the acquisition of the code will allow us to develop new
means to generate revenue for us in the future.

Data Capturing - The most valuable service to our clients is our ability to
capture data for our clients. The level of data capturing can fluctuate
depending on our client's needs. There are a number of methods by which we are
able to capture this data with all of the MindTools and Net Pal applications.
Mindset is able to charge companies varying fees for our software applications
based on the desired data requests.

Internet (On-line) Advertising - Through our leading targeting technologies,
media sales expertise, direct marketing knowledge, and essential research tools,
we help companies make the most of their marketing efforts and programs. Our
Company generates revenue through the placement of On-line Advertising space.

                                       7


<PAGE>

                           MINDSET INTERACTIVE, CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                 March 31, 2002

Database Marketing - We have developed our sophisticated database through a
variety of means: permission based users of our Desktop Software applications,
users of our NetPal software, and acquisition of e-mails from "trusted" third
party database companies.

Email Advertising - The Company has added an additional revenue stream by
providing advertising services to its clients by marketing directly to a captive
audience of over 10 million users. These services have specifically been
developed to enable clients the ability to lower their customer acquisition
costs and allow the company to continue to increase sales by marketing to their
user base.

BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements and
related notes as of March 31, 2002 and for the three months ended March 31, 2002
and 2001, have been prepared in accordance with accounting principals generally
accepted in the United States of America ("US GAAP") for interim financial
information and with the instructions to Form 10-QSB. Accordingly, they do not
include all of the information and footnotes required by GAAP for complete
financial statements. The statements include all normal recurring adjustments,
which are, in the opinion of management, necessary for a fair statement of
financial position and results of operations for the interim period. The results
of operations for the three-month period ended March 31, 2002 and 2001 are not
necessarily indicative of the operating results to be expected for the full
fiscal year. The information included in this report should be read in
conjunction with the Company's annual report on Form 10-KSB for the year ended
December 31, 2001. The condensed consolidated financial statements of Mindset
Interactive Corp. include its only operating subsidiary, Mindset Interactive,
Inc. ("Mindset California")

REVENUE RECOGNITION

The Company recognizes revenue from various revenue streams, each of which may
require distinct treatment, depending on terms of specific contracts. In
general, revenue from website products are recognized when earned, which is
usually upon delivery to customers. Maintenance and/or hosting fees are
recognized ratably over the term of the specific contracts.

The majority of the Company's revenue from Internet-based advertising services
is recorded in accordance with Emerging Issues Task Force Abstract Issue No.
99-19 "Reporting Revenue Gross as a Principal Versus Net as an Agent" ("EITF
99-19"). The Company records advertising revenue, and the related costs, on a
gross basis for most transactions. For most transactions, the Company acts as a
principal to these transactions and takes all risks and rewards of ownership
through advance purchases of advertising space, which is then resold to
advertisers. Additionally, the Company's advertising customers view Mindset as
the party primarily responsible for providing the advertising services. Mindset
generally has discretion in selecting suppliers. In addition to providing

                                       8


<PAGE>

                           MINDSET INTERACTIVE, CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                 March 31, 2002

advertising space to customers, the Company provides necessary technical
services for an Internet-based advertising campaign, such as creating the
"impression" and content, working with the publishers to ensure technical
compatibility, and traffic record keeping.

The Company also acts as a broker/agent for some of its customers. In this
capacity, the Company identifies publishers for its customers, and is not the
principal in the transaction, rather they merely locate ad mediums. For these
transactions, the Company records the net commission received as revenue.

Advance payments received from customers for services are initially recorded as
unearned revenues and recognized as income when earned.

The Company has also engaged in transactions supplying email data to customers.
Several of these transactions are revenue sharing transactions, whereby Mindset
shares the amount of revenue it receives from its customer with the vendor.
Mindset utilizes its sales force to market vendor databases. The Company
supplies vendor databases to the customer prior to invoicing. The ultimate
customer reviews the database and identifies duplicate or incomplete data.
Customers then notify Mindset regarding the total number of email data accepted.
Mindset then recognizes the revenue from the transaction and invoices the
customer based on accepted data. Upon collection of the funds from the customer,
Mindset submits the revenue sharing portion to the appropriate vendor. Mindset
recognizes its portion of the revenue sharing amount as commission income.

MATERIAL SUBSEQUENT EVENT

Our management has entered into a separation agreement to sell all of the issued
and outstanding shares of our operating subsidiary, Mindset California, in
consideration for all of the shares of our common stock beneficially owned by
certain officers and directors of our Company, which totals 6,484,000. These
shares will be returned to treasury and cancelled. Following the share exchange,
our Company will no longer have any revenue generating assets or operations.
Concurrently with this exchange, our Company's officers and directors will
resign. The transaction will be effective 20 days after mailing the definitive
Information Statement to our shareholders, which will be mailed May 28, 2002.

                                       9


<PAGE>

                           MINDSET INTERACTIVE, CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                 March 31, 2002

GOING CONCERN

The accompanying consolidated financial statements have been prepared in
conformity with accounting principles generally accepted in the United States of
America, which contemplate continuation of the Company as a going concern.
However, as noted above, management has entered into a separation agreement to
sell the Company's only operating subsidiary, Mindset Interactive, Inc., which
would leave the Company with no revenue producing assets or operations. Further,
as the Company's officers and directors intend to resign, the shareholders of
the Company will need to appoint new management and directors, and locate
another company or assets that can provide for the future operations of the
Company. There can be no guarantee that the Company can acquire such operations
on terms agreeable to the shareholders or a new management team, which raises
substantial doubt about its ability to continue as a going concern.

NOTE 2 - ACCOUNTS PAYABLE DUE TO RELATED PARTY

During the fourth quarter of 2001, the Company began conducting business with a
vendor, National Data Services ("NDS"), which is a related party through common
ownership. A significant shareholder, who is an officer of the Company and is a
member of the Board of Directors, owns a controlling interest in NDS. The
Company has executed a licensing agreement with NDS, whereby NDS provides email
databases to the Company, who then markets the databases to its customers. Upon
any sale of the database and email marketing, Mindset shares 50% of the sales
price to NDS. For the quarter ended March 31, 2002, the Company sold
approximately $391,340 of NDS's database to third party customers. Mindset
recognized revenue of approximately $195,670 and owed the remaining amount to
NDS. As of March 31, 2002, the balance due to NDS was $120,595.

As the contract with NDS did not begin until the fourth quarter of 2001, there
is no comparison available to the three months ended March 31, 2001.

NOTE 3 - NOTE PAYABLE

The outstanding obligation of $550,000, which is non-interest bearing, is due to
an unrelated third party investment-banking group. Three stockholders, who are
also officers and on the board of directors, have invested an aggregate of
$75,000 with the investment banking group, which in turn loaned the money to
Mindset Interactive, Inc., a wholly owned subsidiary of Mindset Interactive
Corp.

The original note for $550,000 contained an option to convert the note payable
into 25% of the common shares of Mindset Interactive Corp. The
investment-banking firm has signed a subscription agreement to convert the debt
to equity.

                                       10


<PAGE>

                           MINDSET INTERACTIVE, CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                 March 31, 2002

NOTE 4 - STOCK PAYABLE

The Company raised a total of $1,420,853 through its Private Placement stock
offering in the prior year. As the Company only received subscription agreements
from investors for $902,192, only 902,192 certificates of common stock have been
issued to the investors. The remaining 518,661 shares are pending certification
as accredited investors, upon which the certificates will be issued. Therefore,
the $518,661 is reflected as a stock payable at March 31, 2002.

NOTE 5 - CONCENTRATION OF REVENUE

During the three month period ended March 31, 2002, five customers accounted for
46% of the Company's revenue. For the three-month period ended March 31, 2001,
five customers accounted for 96% of the Company's revenues.

This decrease in revenue concentration can be attributed to 1) Additional
revenue streams such as email and database marketing and 2) Continued emphasis
by the Company on sales and marketing efforts to gain new customers now that the
development of our products has reached a stage of feasibility, in comparison to
2001.

                                       11


<PAGE>

                                     Item 2

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS

All statements in this discussion that are not historical are forward looking
statements within the meaning of Section 21E of the Securities and Exchange Act
of 1934. These forward looking statements include words such as "expectations",
"beliefs", "hopes", "will", "may", "should", "project" and similar expressions.
Such forward looking statements involve known and unknown risks, uncertainties
and other factors that may cause the actual results, performance or achievements
to differ materially from the anticipated results, performance or achievements
expressed or implied by such forward looking statements. Such factors include
but are not limited to: the Company's limited operating history, dependence on
large contracts and relative concentration of customers and other risks and
uncertainties detailed in the Company's Securities and Exchange Commission
filings, including the Company's Annual Report on Form 10-KSB for the year ended
December 31, 2001.

GOING CONCERN

The accompanying consolidated financial statements have been prepared in
conformity with accounting principles generally accepted in the United States of
America, which contemplate continuation of the Company as a going concern. As
noted above, management has entered into a separation agreement to sell the
Company's only operating subsidiary, Mindset Interactive, Inc., which would
leave the Company with no revenue producing assets or operations. Further, as
the Company's officers and directors intend to resign, the shareholders of the
Company will need to appoint new management and directors, and locate another
company or assets that can provide for the future operations of the Company.
There can be no guarantee that the Company can acquire such operations on terms
agreeable to the shareholders or a new management team, which raises substantial
doubt about its ability to continue as a going concern.

RESULTS OF OPERATIONS

While we have presented comparable period financial statements, we believe that
the results of operations for the period from January 1, 2001 to March 31, 2001
are not indicative of our Company's current business model and that a revenue
and product comparison for the comparable period in 2001 is not meaningful. Our
newly developed, higher margin, proprietary software applications, data, and
e-mail sales were developed primarily during 2001 and the development costs are
reflected over the year through December 31, 2001. We only began to earn
revenues from these new software applications, data, and e-mail sales during the
second quarter 2001. During 2000 and the first two quarters of 2001, our revenue
was earned from our activities as a reseller in high volume, low margin, online
traffic brokering, a distinctly different business than our current business.

                                       12


<PAGE>
REVENUES

Revenues were $440,211 for the three-month period ended March 31, 2002. Revenue
decreased 82% for the three months ended March 31, 2002 from $2,499,155 for the
three months ended March 31, 2001. This decrease was due to a change in the
product sales mix, whereby the Company entered into the more profitable sales of
its new software application products data and e-mails sales and reduced its
sales from broker activities, as discussed above under Results of Operations.
Sales in the quarter ended March 31, 2002 were more focused on the Company's
software applications, data, and e-mail sales, in line with the Company's
current business model. Although aggregate sales declined from the comparable
period in the prior year, gross profit increased.

COST OF SALES AND GROSS PROFIT

Cost of sales consists principally of costs directly incurred in the delivery of
services to clients, costs associated with on-line advertising services as well
as costs associated with replication of our software. Cost of sales also
includes servers, hosting, amortization of the cost of our software and
compensation of employees. Gross profit was $279,028 for the three-month period
ended March 31, 2002 and $274,130 for the three-month period ended March 31,
2001, reflecting the higher margins earned on the Company's new software
applications.

OPERATING EXPENSES

In March 2001, the Company began a restructuring process to reduce employee
headcount, in order to better align our sales, development, and administrative
organization and to position our Company for profitable growth consistent with
our long-term objectives. This restructuring involved the involuntary
termination of employees. The restructuring effort has positively impacted our
financial results.

Operating expenses during the three months ended March 31, 2002, totaled
$319,938, decreasing 33% for the three months ended March 31, 2002 from $477,980
for the three months ended March 31, 2001. These decreases are primarily due to
decreased staff, salaries, and associated overhead.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses consist primarily of compensation,
facilities expenses, and other overhead expenses. General and administrative
expenses were $127,975 for the three months ended March 31, 2002 and $227,518
for the three months ended March 31, 2001. This decrease were primarily due to a
decrease in the allowance for doubtful accounts and a decrease in overall
expenses as discussed above in "Operating Expenses"

                                       13


<PAGE>

RESEARCH AND DEVELOPMENT EXPENSES

Research and Development expenses consist primarily of compensation and related
costs incurred to further develop our software technology capabilities. Research
and Development expenses for the three months ended March 31, 2002 was $83,184,
which decreased from $156,778 for the three months ended March 31, 2001. This
decrease is attributed to the fact that our software has developed to a point of
feasibility, along with a general decrease in all operating expenses since our
expense restructuring in 2001.

SALES AND MARKETING EXPENSES

Sales and marketing expenses consist primarily of sales force salaries and
commissions, advertising expenditures and costs of trade shows, conventions, and
marketing materials. Sales and marketing expenses were $108,779 for the three
months ended March 31, 2002. These expenses increased from $93,684, which
reflects the company's shift of emphasis from development to sales, while
maintaining an overall lower total operating expense.

LIQUIDITY AND CAPITAL RESOURCES

The Company funded operations primarily through cash from operations and the
proceeds from a private placement stock offering to accredited foreign investors
under Regulation S of the Securities Act of 1933. The offering was for 3,000,000
units at $1.00 per unit, with each unit consisting of one share of common stock
and one warrant to purchase an additional share of common stock at an exercise
price of $1.25. As of the closing of the Private Placement on October 15, 2001,
the Company raised gross proceeds of $1,420,853.

At March 31, 2002 the Company's principal source of liquidity is cash of
$107,439 as compared to $32,223, as of March 31, 2001.

Cash flow from operating activities for the three months ended March 31 2002 was
$43,958, and $(147,077), for the same period ending March 31, 2001. This was
primarily due to an increase in gross profits and a decrease in operating
expenses, which resulted in the decrease of net loss by $162,787.

Cash flows from investing activities was $(14,564) for the three months ended
March 31, 2002, and $1,692, for three months ended March 31, 2001 This investing
activity primarily consisted of increased purchasing of fixed assets to build
the infrastructure necessary to fulfill email advertising.

Cash flow from financing activities was $0 for the three months ended March 31,
2002, as compared to $164,220 for the three months ended March 31, 2001. The
monies received in the first quarter of last year were an advance on the private
placement stock offering from the Company's investment banking group. There was
no additional financing in 2002.

                                       14


<PAGE>

The Company does not know if it has raised sufficient funds to meet its cash
requirements for the next twelve months. The Company may seek additional sources
of capital or be forced to reduce its cash requirements. However, our future
operations are jeopardized by the transaction discussed below.

Our management has entered into a separation agreement to sell all of the issued
and outstanding shares of our operating subsidiary, Mindset California, in
consideration for all of the shares of our common stock beneficially owned by
certain officers and directors of our Company, which totals 6,484,000. These
shares will be returned to treasury and cancelled. Following the share exchange,
our Company will no longer have any revenue generating assets or operations.
Concurrently with this exchange, our Company's officers and directors will
resign. The transaction will be effective 20 days after mailing the definitive
Information Statement to our shareholders, which will be mailed May 28, 2002.

                                     PART II

Item 1.
LEGAL PROCEEDINGS

We have become aware of a lawsuit filed against our Company, by Virtumundo, Inc.
in the Circuit Court of Jackson County, Missouri, in March 2002, captioned
VIRTUMUNDO, INC. V. MINDSET INTERACTIVE, INC. AND INURV, INC.

Virtumundo alleges in the petition for damages that our Company sold database
information lists to Virtumundo in violation of representations that the
customers had consented to "opt in" and receive e-mail solicitations of
promotional offers. Virtumundo seeks specific damages of $50,000 or rescission
of the database purchase agreement, and additional unspecified damages and
punitive damages.

Item 2.
CHANGES IN SECURITIES AND USE OF PROCEEDS - None

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 - None

                                       15


<PAGE>

                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

Date:  May 22, 2002                         Mindset Interactive Corp

                                            By: /S/ Scott Walker
                                               --------------------------------
                                            Scott Walker
                                            President and Director

/S/ Scott Walker           President and Director                   May 22, 2002
------------------------
Scott Walker

/S/ Vinay Jatwani          Secretary, Treasurer and Director        May 22, 2002
------------------------
Vinay Jatwani

/S/ Mike Sullivan          Chief Executive Officer and Director     May 22, 2002
------------------------
Mike Sullivan

/S/ Nate Julson            Director of Finance and Operations       May 22, 2002
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Nate Julson

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