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


                                   FORM 10-QSB


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


                       For the Quarter Ended June 30, 2001


                         Commission File No:     0-28723


                            MINDSET INTERACTIVE CORP.
                          (f.k.a. - Ecklan Corporation)



Nevada                                                                91-1906973
(Jurisdiction of Incorporation)                                 (I.R.S. Employer
Identification  No.)

8  Corporate  Park,  3rd  Floor,  Irvine  CA                               92606
(Address  if  principal  executive  offices)                         (Zip  Code)

Registrant's  telephone  number,  including  area  code          (949)  442-8372

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

As  of  August  6,  2001,  17,739,525  shares  of  Common  Stock were issued and
outstanding


Transitional  Small  Business  Disclosure Format (check one):  yes [  ]   no [X]

                                        1



                            Mindset Interactive Corp
                                Table of Contents



                         PART I - Financial Information

Item  1
     Consolidated  Balance  Sheet
     Consolidated  Statements  of  Operations
     Consolidated  Statement  of  Cash  Flow
     Notes  to  Consolidated  Financial  Statements

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
                  Signatures

                                        2


                            MINDSET INTERACTIVE CORP
                           CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2001



                         ASSETS


CURRENT
Cash                                                   $         71,906
Accounts  Receivable,  net  of  allowance  of  $200K            224,540
Other  Current  Assets                                           55,000
                                                             ----------
Total  Current  Assets              .                           351,446

PROPERTY  AND  EQUIPMENT,  net                                   27,445

OTHER  ASSETS               .                                    50,771
                                                             ----------

TOTAL  ASSETS               .                           $       429,662
                                                              =========


LIABILITIES  AND  STOCKHOLDERS'  EQUITY  (DEFICIT)
--------------------------------------------------

CURRENT
Accounts  Payable               .                      $        438,835
Other  Accrued  Expenses            .                            33,713
Deferred  Revenue                                                50,000
Notes  Payable                                                1,004,205
                                                              ---------
Total  Current  Liabilities                                   1,526,753
                                                              ---------

Total  Liabilities                                            1,526,753
                                                              ---------


STOCKHOLDERS'  EQUITY  (DEFICIT)

Common  Stock                                                    17,740
Additional  Paid  in  Capital                                   152,636
Accumulated  Deficit                                         (1,267,467)
                                                             ----------
Total  Stockholders'  Equity  (Deficit)                      (1,097,091)
                                                            -----------

Total  Liabilities  and  Equity  (Deficit).           $         429,662
                                                            ===========

                                        3


                            MINDSET INTERACTIVE CORP
                         CONSOLIDATED INCOME STATEMENTS
                    FOR THE PERIOD JANURARY 1 - JUNE 30, 2001



                                 3  Months  Ended               6  Months  Ended
                                      6/30/01                        6/30/01
--------------------------------------------------------------------------------

REVENUE

Sales          .                    $     743,195               $     3,242,350
Cost  of  Sales                           596,819                     2,821,844
                                    -------------               ---------------
Gross  Profit       .                     146,376                       420,506
                                    -------------               ---------------


OPERATING  EXPENSES

G&A                                       164,338                      421,188
Product  Development                      153,512                      289,280
Sales  & Marketing                         87,766                      173,128
                                    -------------               ---------------
Total  Operating  Expense  .              405,616                      883,596
                                    -------------               ---------------

Net  Loss                           $    (259,240)                    (463,090)
                                    =============               ===============

Basic  and  diluted  loss
per  common  share.                 $       (0.01)              $        (0.03)


Weighted  average  of  Common
Shares  Outstanding                    17,719,855                   17,713,296
                                    =============               ===============

                                        4


                            MINDSET INTERACTIVE CORP.
                       CONSOLIDATED STATEMENT OF CASH FLOW
                     FOR THE SIX MONTHS ENDED JUNE 30, 2001

Cash  Flow  from  Operating  Activities

Net  Loss                                                $     (463,090)
Adjustments  to  reconcile  net  loss  to  net
cash  used  for  operating  activities
Depreciation          .                                           6,334
Non-Cash  Interest  Expense                                      21,375
Non-Cash  Stock  Compensation                                    54,438
Changes  in  operating  assets  and
liabilities                                                      33,563
                                                         ---------------
Net  Cash  used for operating activities                       (347,380)

Cash  Flows  from  Investing  Activities

Acquisition  of  Ecklan  Corp.  (Note 3).                         3,734
Purchase  of  Fixed  Assets                                      (2,041)
Issuance  of  Note  Receivable                                (  50,000)
                                                         ---------------
Net  cash used for Investing Activities.                      (  48,307)

Cash  Flow  from  Financing  Activities

Proceeds  from  note  payable   .     .                         454,205


Net  Change  in  Cash                                            58,518

Cash  at  Beginning  of  Period                                  13,388
                                                         ---------------

Cash  at  End  of  Period                                $       71,906
                                                         ===============

                                        5


                           MINDSET INTERACTIVE, CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2001

NOTE  1  -  COMPANY  OVERVIEW  AND  BASIS  OF  PRESENTATION

COMPANY  OVERVIEW

The  Company  develops  software  that  customizes  marketing tools for clients'
Internet, traditional marketing and e-commerce strategies.  The line of programs
represent  productivity  applications, information and entertainment for all age
groups while giving the clients an every day off-line branding presence on their
customers'  PCs.  These  off-line  branding  programs  compliment  the  client's
on-line marketing initiatives allowing customers easy access to the clients' web
sites  and  e-commerce  storefronts.  In addition the company focuses heavily on
providing  a  service  of Internet advertising.  Initially this service has been
heavily tied to connecting targeted advertisers with on-line publishers.  As the
Company  has  evolved  it  has  created  a  software application that allows the
company  to  act  as  its  own  publisher.

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

Products  and  Services

MindTools:  All of these applications 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.

"MindGames" - The "Mindgame' 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: cards, trivia, arcade, and more.  The
MindGames  proves  to be a great tool to allow corporations the ability to poll,
and  develop  a  direct  link  to  their  consumer  base.

"MindSaver"  - The MindSaver is a standard screen saver with 7 to 12 images.  In
addition  we have included an MP3 player or a sound (wave) file that will go off
the  first  30 seconds that the screen saver activates.  The most unique feature
of  the  MindSaver  application is the Fast Links tool bar.  The Fast Links tool
bar  pops  up  when  the  consumers  moves their mouse after their MindSaver has
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 clients website, or
some  of  their  affiliated partners). The Company believes MindSaver is a great
branding  and  promotional  application.

"Launch  Pad"  -  A  simple yet effective tool to push key marketing/promotional
information  to  your  consumer base.  The application is a perfect co-bundle to
other  MindTools  applications.


"MindAlmanac"-  A desktop productivity tool, your single source to online links.

                                        6


Net  Pal:

The  "transponder"  Net  Pal software is a proprietary software application 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
visiting  currently.

E-Mail  newsletters:

With  our  relationships  we can provide content and generate revenue from every
new  user  who  downloads  any  of  the  Company's  products.
Data  Capturing:
The  most  valuable  service  to  our  clients is the ability for the Company 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 applications. Mindset is
able  to  charge companies varying fees for their software applications based on
the  desired  data  requests.
Internet  (Online)  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. The company generates revenue
through  the  placement  of  On-line  Advertising  space.


BASIS  OF  PRESENTATION

The  accompanying  unaudited consolidated financial statements and related notes
as  of June 30, 2001 and for the three and six month periods ended June 30, 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  and  six  month periods ended June 30, 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,  2000.

NOTE  2  -  NOTES  PAYABLE

Non-interest  bearing  convertible  note  payable
                                                                     $   550,000

Other  non-interest  bearing notes payable                               454,205
                                                                   -------------

Total  of  non-interest bearing notes payable                         $1,004,205
                                                                      ==========

The  outstanding  obligations  are  due  to  an unrelated third party investment
banking  group. Three stockholders, who are also 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.

                                        7


The  other  loans of $454,205 are short term and are to be converted to units as
part  of  the  private  placement.  (Note  5).

NOTE  3  -  ACQUISITION  OF  MINDSET  INTERACTIVE,  INC.

Mindset  Interactive,  Inc. was acquired by Mindset Interactive, Corp., formerly
Ecklan,  Corporation effective March 31, 2001, as a wholly-owned subsidiary, for
the  issuance  of  7,000,145  new  post  split  shares  of  common  stock.  The
transaction,  which  closed  March 31, 2001, has been accounted for as a reverse
merger  whereby  Mindset  Interactive,  Inc.  is  the  acquirer  for  accounting
purposes.  Concurrently,  11,382,900  shares  of  stock  were  cancelled.

NOTE  4  -  CONCENTRATION  OF  REVENUE

During  the  six  month period ended June 30, 2001, five customers accounted for
90%  of  the Company's revenue. For the three-month period ending June 30, 2001,
one  customer  accounted  for  74%  of  the  Company's  revenues.

NOTE  5  -  SUBSEQUENT  EVENT  -  RAISING  OF  ADDITIONAL  CAPITAL

In  July  2001, the Company circulated a private placement memorandum ("PPM") to
accredited  foreign  investors under Regulation S of the Securities Act of 1933.
The  offering  was  for  up to 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 $1.25.  The offering term was through July
15,  2001,  with  a 90-day extension, which the Company has elected to exercise.
As  of  August  8 2001, the Company has raised approximately $2,000,000 through
the  sale of approximately 2,000,000 units. The proceeds of the offering will be
used  to repay existing debt, provide general working capital, and for potential
acquisitions.

As part of this offering, certain creditors elected to participate in the PPM to
acquire  units  in  lieu of repayment, including the investment-banking group as
described in Note  2. This resulted in an issuance of 1,004,205 units to satisfy
the  repayment  of  $1,004,205 in notes payable.   These amounts are included in
the  $2,000,000  and  units  described  in  the  preceding  paragraph.

NOTE  6  -  PENDING  ACQUISITION  OF  MAGELLAN

The  Company  has  determined  to  abandon  the  planned acquisition of Magellan
Strategic  Marketing  ("Magellan") as stated in the Private Placement Memorandum
agreement  and  the  financial  statements  of Mindset Interactive, Inc. for the
period  ended December 31, 2000.  Upon further review of Magellan and though the
course  of  the  due  diligence  process  the management has determined that the
acquisition  was  not  in  the  best interest of Mindset Interactive, Corp.  The
$50,000  amount  initially  loaned  to  Magellan has been memorialized as a note
receivable  with  interest at 8% due and payable by September 2001.  The Company
plans  to  use  the  monies raised in the Private Placement Memorandum for other
potential acquisitions in the future or to assist in sales and marketing efforts
of  their  technology  developments.

                                        8


                                     PART I

                                     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  but  are not limited to
"expectations", "believes", "hopes", "will", "may", "should", "project" and like
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  Security  and  Exchange
Commission  filings, including the Company's Annual Report on Form 10KSB for the
year  ended  December  31,  2000.


RESULTS  OF  OPERATIONS

REVENUES
Revenues  were  $743,195  for  the  three-month  period  ended June 30, 2001 and
$3,242,350  for  the six-month period ended June 30, 2001. The decline in online
advertising  revenue  where  Mindset acted as a principal during the three-month
period  ended  June  31,  2001  occurred  as  a result of efforts focused on the
ramp-up  of  product  development  of  other  products  and  services.

COST  OF  REVENUE  AND  GROSS  PROFIT
Cost  of  revenues  were $596,819 for the three-month period ended June 30, 2001
and  $2,821,844  for  the six-month period ended June 30, 2001. Gross profit was
$146,376 for the three-month period ended June 30, 2001 and $420,506 for the six
months  ended  June  30,  2001.  Cost  of revenues consists principally of costs
directly  incurred  in  the  delivery  of  services  to clients, primarily costs
associated  to  on-line  advertising  services  as  well  as costs associated to
replication of our software.  In addition, COS also include servers and hosting.

OPERATING  EXPENSES
The total Operating Expenses were $405,616 for the three-month period ended June
30,  2001  and  $883,596 for the six-month period ended June 30, 2001. Operating
expenses  consisted  of  G&A,  Product  Development,  and  Sales  and  Marketing
expenses,  which  are  detailed  below.

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

General  and  Administrative  Expenses
General  and  administrative  expenses  consist  primarily  of  compensation,
facilities  expenses  and  other  overhead  expenses. General and administrative
expenses  were $180,877 for the three months ended June 30, 2001and $439,521 for
the  six  months  ended  June  30,  2001.

                                        9


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 $87,766 for the three
month  ended  June  30,2001 and $173,128 for the six months ended June 30, 2001.

Product  Development  Expenses
Product development expenses consist primarily of compensation and related costs
incurred  to  further  develop  our  software  technology  capabilities. Product
development  expenses for the three months ended June 30, 2001 were $153,512 and
$289,280  for  the  six  months  ended  June  30,  2001


LIQUIDITY  AND  CAPITAL  RESOURCES

The  Company  funded operations primarily through the private placement of debt.
At  June  30, 2001 the Company's principal source of liquidity are cash balances
of  approximately  $72,000.

Cash  used  in  operating  activities for the six months ended June 30, 2001 was
$347,000.  This  was  primarily  the result of the operating loss during the six
months.

Cash  provided by financing activities of $ $454,000 during the six months ended
June 30, 2001 was from the issuance of convertible debt to be converted to units
as part of the private placement. (Note 5 to the financial statements-subsequent
events).

Cash  used in investing activities was $48,307 for the six months ended June 30,
2001.  The  investing  activity  consisted  primarily  of  the issuance of notes
receivable  of  $50,000.

The  Company  is  circulating a private placement effective July 15, 2001. There
can  be  no  assurance that the Company will raise enough funds to meet its cash
requirements  for  at  least  the  next  twelve  months.  The  company  may seek
additional  sources  of  capital or be forced to reduce its cash requirements if
sufficient  funding  is  not  raised  through  the  placement.

                                       10


RISK  FACTORS

You  should  carefully  consider the following risk factors before you decide to
buy  our common stock. These risks may adversely impair our business operations.

WE  WILL NEED TO RAISE ADDITIONAL FUNDS TO CONTINUE OPERATIONS AND OUR RECURRING
OPERATING  LOSSES  RAISE  SUBSTANTIAL  DOUBT  ABOUT OUR ABILITY TO CONTINUE AS A
GOING  CONCERN.
We  believe  that our current cash may not be sufficient to meet our anticipated
operating  cash needs for the 12 months commencing July 1, 2001 and there can be
no  assurance  that new funds can be secured by June 30, 2002. We have extremely
limited  access,  if  any,  to the capital markets to raise capital. The capital
markets  have  been  unpredictable  in  the  past,  especially  for  early stage
companies  such  as  ours.  In addition, it is difficult to raise capital in the
current  market conditions. The amount of capital that a company such as ours is
able  to  raise  often depends on variables that are beyond our control, such as
share  price  of  our  stock  and  its  trading volume. As a result, there is no
guarantee  that  our  efforts  to  secure  financing  will be available on terms
attractive  to  us, or at all. Due to our operating losses, it will be difficult
to  obtain debt financing. If we are able to consummate a financing arrangement,
there  is  no  guarantee  that  the amount raised will be sufficient to meet our
future  needs.  If  adequate  funds  are not available on acceptable terms, when
needed,  or  at all, our business, results of operation, financial condition and
continued  viability  will  be  materially  adversely  effected.

HIGH  VOLATILITY  OF  STOCK  PRICE
The market price of our common stock has fluctuated in the past and may continue
to  be volatile. In addition, the stock market has experienced extreme price and
volume  fluctuations.  The  market  prices of the securities of Internet-related
companies have been especially volatile. Investors may be unable to resell their
shares  of  our  common  stock  at  or  above  the  purchase price. In the past,
following  periods  of  volatility in the market price of a particular company's
securities,  securities  class  action litigation has often been brought against
that  company.  Many companies in our industry have been subject to this type of
litigation  in the past. We may also become involved in this type of litigation.
Litigation  is often expensive and diverts management's attention and resources,
which  could  materially  and adversely affect our business, financial condition
and  results  of  operations.

REVENUE  GROWTH  IN  PRIOR  PERIODS  MAY  NOT  BE  INDICATIVE  OF FUTURE GROWTH.
Our  limited  operating  history  makes  prediction  of  future  revenue  growth
difficult.  Accurate  predictions  of  future  revenue growth are also difficult
because  of the rapid changes in our markets and the possible need by us to sell
assets  to  fund  operations.  Accordingly,  investors  should  not rely on past
revenue  growth  rates  as  a  prediction  of  future  revenue  growth.

WE  HAVE  A  LIMITED  OPERATING  HISTORY  ON  WHICH AN INVESTOR CAN EVALUATE OUR
BUSINESS.
We  have  an  extremely  limited operating history. You must consider the risks,
expenses  and  difficulties  typically  encountered  by  companies  with limited
operating histories, particularly companies in new and rapidly expanding markets
such  as  Internet  advertising.  These  risks  include  our  ability  to:
develop  new  relationships  and  maintain  existing  relationships with our Web
sites,  advertisers,  and  other  third parties; further develop and upgrade our
technology;  respond  to  competitive  developments;
implement and improve operational, financial and management information systems;
and  attract,  retain  and  motivate  qualified  employees.

WE  ANTICIPATE  CONTINUED  LOSSES  AND  WE  MAY  NEVER  BE  PROFITABLE.
We  have  not  achieved  profitability  in  any period and we may not be able to
achieve  or  sustain  profitability  in  the  future.  Even  if  we  do  achieve
profitability,  we  cannot  assure  you  that  we  can  sustain  or  increase
profitability  on  a  quarterly  or  annual  basis  in  the  future.

                                       11


OUR  FUTURE  REVENUES  AND  RESULTS  OF OPERATIONS MAY BE DIFFICULT TO FORECAST.
Our  results  of  operations  have  fluctuated  and  may  continue  to fluctuate
significantly  in  the future as a result of a variety of factors, many of which
are  beyond  our  control.  These  factors  include:
The  addition  of  new  or  loss  of  existing  clients; changes in fees paid by
advertisers,  direct  marketers or other clients; the demand by advertisers, Web
marketers  for  our  advertising  solutions;  the  introduction  of new Internet
marketing services by us or our competitors; variations in the levels of capital
or  operating  expenditures  and  other  costs  relating  to  the maintenance or
expansion  of our operations, including personnel costs; changes in governmental
regulation of the Internet; and general economic conditions. Our future revenues
and results of operations may be difficult to forecast due to the above factors.
In  addition, our expense levels are based in large part on our investment plans
and  estimates of future revenues. Any increased expenses may precede or may not
be  followed by increased revenues, as we may be unable to, or may elect not to,
adjust  spending  in  a  timely  manner to compensate for any unexpected revenue
shortfall.  As  a  result,  we  believe that period-to-period comparisons of our
results of operations may not be meaningful. You should not rely on past periods
as  indicators  of  future  performance.  In  future  periods,  our  results  of
operations may fall below the expectations of securities analysts and investors,
which  could  adversely  affect  the  trading  price  of  our  common  stock.

OUR  FINANCIAL  PERFORMANCE  MAY  AFFECT  OUR ABILITY TO ENTER INTO NEW BUSINESS
RELATIONSHIPS  AND  TO  COLLECT  REVENUES.
The  publicity  we  receive  in  connection  with  our financial performance may
negatively  affect  our  reputation  and our business partners' and other market
participants'  perception  of  our  company.  If  we  are unable to maintain the
existing  relationships  and  develop  new  ones,  our  revenues  could  suffer
materially.

OUR  BUSINESS  MAY NOT GROW IF THE INTERNET ADVERTISING MARKET DOES NOT CONTINUE
TO  DEVELOP.
The  Internet  as  a marketing medium has not been in existence for a sufficient
period of time to demonstrate its effectiveness. Our business would be adversely
affected  if  the  Internet  advertising  continues  to  remain soft or fails to
develop  in the near future. There are currently no widely accepted standards to
measure  the effectiveness of Internet marketing other than click through rates,
which  generally  have  been declining. We cannot be certain that such standards
will  develop  to  sufficiently  support  Internet  marketing  as  a significant
advertising  medium.  Actual or perceived ineffectiveness of online marketing in
general, or inaccurate measurements or database information in particular, could
limit the long-term growth of online advertising and cause our revenue levels to
decline.

OUR  BUSINESS MAY SUFFER IF WE ARE UNABLE TO SUCCESSFULLY IMPLEMENT OUR BUSINESS
MODEL
A  significant  part  of  our business model is to generate revenue by providing
interactive  marketing  solutions  to  advertisers  and  ad agencies. The profit
potential  for  this business model is unproven. To be successful, both Internet
advertising  and  our  software  solutions  will  need  to  achieve broad market
acceptance  by  advertisers  and  ad  agencies.   The  intense competition among
Internet  advertising  sellers  has  led  to the creation of a number of pricing
alternatives  for Internet advertising. These alternatives make it difficult for
us  to  project future levels of advertising revenue and applicable gross margin
that  can  be  sustained  by us or the Internet advertising industry in general.
Intensive  marketing  and  sales efforts may be necessary to educate prospective
advertisers  regarding the uses and benefits of, and to generate demand for, our
products  and  services,  including our newer products and services. Enterprises
may  be  reluctant  or  slow  to adopt a new approach that may replace, limit or
compete  with their existing direct marketing systems. We cannot assure you that
demand  for  its  new  solutions  will  emerge  or  become  sustainable.

                                       12


GROWTH  OF  OUR  BUSINESS  DEPENDS  ON  THE  DEVELOPMENT  OF  ONLINE  MARKETING.
Adoption  of  online  direct marketing, particularly by those entities that have
historically  relied  upon  traditional  means  of  direct  marketing,  such  as
telemarketing  and  direct  mail,  is  an  important part of our business model.
Intensive  marketing  and  sales efforts may be necessary to educate prospective
advertisers  regarding  the  uses  and  benefits of our products and services to
generate demand for our marketing services. Enterprises may be reluctant or slow
to  adopt a new approach that may replace, limit, or compete with their existing
direct  marketing  systems. In addition, since online marketing is emerging as a
new  and  distinct  market  apart from online advertising, potential adopters of
online  marketing  services  will  increasingly demand functionality tailored to
their  specific  requirements.  We  may  be  unable  to  meet the demands of our
clients.

IF WE FAIL TO SUCCESSFULLY CROSS-MARKET OUR PRODUCTS OR TO DEVELOP NEW PRODUCTS,
WE  MAY  NOT  INCREASE  OR  MAINTAIN  OUR  CUSTOMER  BASE  OR  OUR  REVENUE.
We  offer  a  broad  range  of  solutions  to  our customers. The failure of our
cross-marketing  efforts  may  diminish  the  benefits  we  realize  from  the
development  of  these  various products and services. In addition, we intend to
develop  new  products and services that combine our knowledge and resources. We
cannot  assure  you  that  these  products  or services will be developed or, if
developed,  will  be successful or that we can successfully integrate or realize
the  anticipated benefits of these developments. As a result, we may not be able
to  increase or maintain our customer base. We cannot assure you that we will be
able  to overcome the obstacles in developing new products and services, or that
there  will  be  a  demand  for the new products or services developed by us. An
inability  to  overcome  such  obstacles  or a failure of such demand to develop
could  materially  and  adversely  affect  our business, financial condition and
results  of  operations.

LOSS  OF  MAJOR  CUSTOMERS  WOULD  REDUCE  OUR  REVENUES.
We  generate  a  significant  portion  of  our revenues from a limited number of
customers.  We  expect  that  a limited number of these entities may continue to
account for a significant percentage of our revenues for the foreseeable future.
For  the  six month period ended June 30, 2001, our top five customers accounted
for  approximately  90%  of  our  total  revenues.  Customers typically purchase
advertising  or  services  under  agreements  on a short-term basis. Since these
contracts are short-term, we will have to negotiate new contracts or renewals in
the  future  that may have terms that are not as favorable to us as the terms of
existing contracts. We cannot be certain that current customers will continue to
purchase  advertising  or  services  from  us or that we will be able to attract
additional customers successfully, or that customers will make timely payment of
amounts  due  to  us.  In  addition,  current  and  potential  competitors  have
established  or may establish cooperative relationships among themselves or with
third  parties  to increase the ability of their products or services to address
the  needs  of  our prospective clients. Our business, results of operations and
financial condition would be materially adversely affected by the loss of one or
more  of  our  customers  that account for a significant portion of our revenue.

OUR  ADVERTISING  CUSTOMERS  AND  THE  COMPANIES  WITH  WHICH  WE HAVE STRATEGIC
RELATIONSHIPS  MAY  EXPERIENCE  ADVERSE BUSINESS CONDITIONS THAT COULD ADVERSELY
AFFECT  OUR  BUSINESS.
As  a result of unfavorable conditions in the public equity markets, some of our
customers  may  have  difficulty  raising  sufficient  capital  to support their
long-term  operations.  As a result, these customers have reduced their spending
on  Internet  advertising/traditional  marketing,  which  has  materially  and
adversely  affected our business, financial condition and results of operations.
In  addition,  from  time  to  time,  we  have  entered  into strategic business
relationships with other companies, the nature of which varies, but generally in
the  context  of  customer relationships. These companies may experience similar
adverse business conditions that may render them unable to meet our expectations
for  the  strategic  business  relationship  or  to  fulfill  their  contractual
obligations  to  us.  Such  an event could have a material adverse impact on our
business,  financial  condition  and  results  of  operations.

                                       13


OUR  FAILURE  TO  SUCCESSFULLY  COMPETE  MAY  HINDER  OUR  GROWTH.
The  markets  for  Internet  advertising  and  related products and services are
intensely  competitive and such competition is expected to increase. Our failure
to  successfully  compete  may hinder our growth. We believe that our ability to
compete depends upon many factors both within and beyond our control, including:
the  timing  and  market  acceptance of new products and enhancement of existing
services  developed  by  us  and  our  competitors;  changing  demands regarding
customer  service  and  support;
Shifts in sales and marketing efforts by us and our competitors; and the ease of
use,  performance,  price  and reliability of our services and products. Many of
our  competitors  have  longer  operating  histories,  greater name recognition,
larger  customer  bases  and  significantly  greater  financial,  technical  and
marketing  resources  than  ours.  In  addition, the Internet must compete for a
share  of advertisers' total budgets with traditional advertising media, such as
television, radio, cable and print, as well as content aggregation companies and
other  companies  that  facilitate  Internet advertising. To the extent that the
Internet  is  perceived  to  be  a  limited or ineffective advertising or direct
marketing  medium, advertisers and direct marketers may be reluctant to devote a
significant  portion  of  their advertising budgets to Internet marketing, which
could  limit  the  growth  of  Internet  marketing.

CHANGES  IN LAWS AND STANDARDS RELATING TO DATA COLLECTION AND USE PRACTICES AND
THE  PRIVACY  OF  INTERNET  USERS AND OTHER INDIVIDUALS COULD HARM OUR BUSINESS.
The  U.S.  federal  and  various  state  governments  have  recently  proposed
limitations  on  the collection and use of information regarding Internet users.
The effectiveness of our IE Helper technology could be limited by any regulation
limiting  the  collection  or use of information regarding Internet users. Since
many of the proposed laws or regulations are just being developed, we cannot yet
determine  the  impact  these regulations may have on its business. In addition,
growing public concern about privacy and the collection, distribution and use of
information  about  individuals has led to self-regulation of these practices by
the  Internet advertising and direct marketing industry and to increased federal
and  state  regulation.  We  are  also  subject  to  various  federal  and state
regulations  concerning  the  collection,  distribution  and  use of information
regarding  individuals.  These  laws  could  materially and adversely affect our
business,  financial  condition  and  results  of  operations.

WE  MAY  BE  UNABLE  TO  CONTINUE  TO  SUCCESSFULLY  MANAGE  RAPID  GROWTH.
We may, where appropriate, continue to increase the scope of our operations both
domestically  and  internationally,  in  both  sales  and  marketing  as well as
technological  development.  We  expect that we will need to continue to improve
our  financial  and  managerial  controls, reporting procedures and systems. Our
recent  growth  and  expansion in operations have placed a significant strain on
our  managerial, operational and financial resources. To successfully compete in
the evolving industry, we must: continue to improve our financial and management
controls;  enhance  our  reporting systems and procedures; continue to scale our
functional capabilities; and expand, train and manage our work force; and train,
retain  and  manage  our  work  force.  We  cannot  be certain that our systems,
procedures  or  controls  will  be  adequate  to support our operations, or that
management  will  be  able  to  respond  effectively  to such growth. Our future
results  of  operations  also  depend  on the efficient management of our sales,
marketing  and  customer  support  departments.

PRIVACY  CONCERNS  MAY  PREVENT US FROM COLLECTING DEMOGRAPHIC OR OTHER CONSUMER
DATA.
Growing  concerns  about  data  collection may limit our ability to develop user
profiles.  This could have a material adverse effect on our financial condition.
In  addition,  we  are developing our database to collect data derived from user
activity  on  our  networks  and  from  other  sources.  We  collect and compile
information  in  databases  for  the  product  offerings  of all our businesses.
Individuals  or  entities  may  claim in the future, that our collection of this
information  is  illegal.  Although we believe that we have the right to use and
compile  the  information  in  these  databases,  we  cannot assure you that our
ability  to  do so will remain lawful, that any trade secret, copyright or other
intellectual  property  protection  will be available for our databases, or that
statutory protection that is or becomes available for databases will enhance our
rights.  In  addition,  others  may  claim  rights  to  the  information  in our
databases.

                                       14


WE  MAY  HAVE  TO  CHANGE  OUR  BUSINESS PLANS BASED UPON CHANGES IN INFORMATION
COLLECTION  PRACTICES.
There  has  been  public  debate about how fair information collection practices
should be formulated for the online and offline collection, distribution and use
of  information about a consumer. Some of the discussion has focused on the fair
information  collection  practices  that  should apply when information about an
individual  that  is  collected  in  the  offline environment is associated with
information that is collected over the Internet about that individual. We cannot
assure  you  that  our  business  plans, or any U.S. industry standards that are
established,  will either be acceptable to any non-U.S. government or conform to
foreign  legal  and  business  practices.  As  a  consequence  of  governmental
legislation  or  regulation or enforcement efforts or evolving standards of fair
information  collection  practices,  we  may  be required to make changes to our
products  or  services  in  ways  that  could  diminish the effectiveness of the
product  or service or their attractiveness to potential customers. In addition,
given  the heightened public discussion about consumer online privacy, we cannot
assure you that our products and business practices will gain market acceptance,
even  if  they  do  conform  to  industry  standards.

CHANGES  IN  GOVERNMENT  REGULATION COULD DECREASE OUR REVENUES AND INCREASE OUR
COSTS.
Laws  and  regulations  directly applicable to Internet communications, commerce
and  advertising  are  becoming more prevalent, and new laws and regulations are
under  consideration  by  the United States Congress and state legislatures. Any
legislation  enacted  or  restrictions arising from current or future government
investigations  or  policy  could  dampen  the  growth  in  use  of the Internet
generally  and  decrease  the  acceptance  of  the Internet as a communications,
commercial  and  advertising medium. State governments or governments of foreign
countries  might  attempt  to  regulate our transmissions or levy sales or other
taxes relating to our activities. The European Union has enacted its own privacy
regulations  that may result in limits on the collection and use of certain user
information  by  us.  The  laws  governing the Internet, however, remain largely
unsettled,  even  in  areas where there has been some legislative action. It may
take  years  to  determine whether and how existing laws such as those governing
intellectual  property,  privacy,  libel  and taxation apply to the Internet and
Internet  advertising.  In  addition,  the  growth  and  development of Internet
commerce  may  prompt calls for more stringent consumer protection laws, both in
the  United  States  and abroad, that may impose additional burdens on companies
conducting  business  over the Internet. Our business, results of operations and
financial  condition  could be materially and adversely affected by the adoption
or  modification  of  laws  or  regulations  relating  to  the  Internet.

DEPENDENCE  ON  THE  WEB  INFRASTRUCTURE
Our  success  will  depend,  in  large  part,  upon  the  maintenance of the Web
infrastructure,  such  as  a reliable network backbone with the necessary speed,
data  capacity and security, and timely development of enabling products such as
high  speed  modems, for providing reliable Web access and services and improved
content.  We  cannot  assure  you  that  the Web infrastructure will continue to
effectively  support the demands placed on it as the Web continues to experience
increased numbers of users, frequency of use or increased bandwidth requirements
of users. Even if the necessary infrastructure or technologies are developed, we
may  have  to  spend  considerable  amounts  to adapt our solutions accordingly.
Furthermore,  the  Web has experienced a variety of outages and other delays due
to  damage  to  portions  of  its  infrastructure. Such outages and delays could
impact  the  clients  using  our  solutions and the level of user traffic on Web
sites.

RISKS  ASSOCIATED  WITH  TECHNOLOGICAL  CHANGE.
The  Internet  and  Internet  advertising  markets  are characterized by rapidly
changing  technologies,  evolving  industry  standards, frequent new product and
service  introductions,  and  changing customer demands. Our future success will
depend  on  our ability to adapt to rapidly changing technologies and to enhance
existing  solutions  and  develop  and  introduce  a variety of new solutions to
address  our  customers'  changing  demands. We may experience difficulties that
could  delay  or  prevent  the  successful  design, development, introduction or
marketing  of our solutions. In addition, our new solutions or enhancements must
meet  the requirements of our current and prospective customers and must achieve
significant  market acceptance. Material delays in introducing new solutions and
enhancements  may  cause  customers  to  forego  purchases  of our solutions and
purchase  those  of  our  competitors.

                                       15


                                     PART II

Item  1.
LEGAL  PROCEEDINGS  -  None

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  6.
EXHIBITS  AND  REPORTS  ON  FORM  8-K  -  None

                                       16





                                   SIGNATURES

     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
Form 10-QSB Report for the Quarter ended June 30, 2001, has been signed below by
the  following person on behalf of the Registrant and in the capacity and on the
date  indicated.



Dated:  August  14,  2001




                           Mindset Interactive, Corp.





/s/Scott  Walker                            /s/Mike Sullivan
   Scott  Walker                               Mike Sullivan
   Director                                    President/Director


/s/Vinay  Jatwani                           /s/Nate Julson
   Vinay  Jatwani                              Nate Julson
   Secretary/Treasurer/Director                Comptroller

                                       17