<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                   FORM 10-QSB



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


For the quarterly period ended:             September 30, 2000
Commission file number:                     000-26047

                             EMAILTHATPAYS.COM, INC.
        (Exact Name of Small Business Issuer as Specified in Its Charter)

Florida                                                      65-0609891
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                               Identification No.)


                              428 West Sixth Avenue
                       Vancouver, British Columbia V5Y1L2
                    (Address of Principal Executive Offices)

                                 (604) 215-2500
                (Issuer's Telephone Number, Including Area Code)


         (Former Name, Former Address and Former Fiscal Year, if Changed
                               Since Last Report)

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.

                              _X_ Yes   ___ No

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: November 6, 2000: 8,723,093 shares of
common stock, $.005 par value per share.


<PAGE>


                    EMAILTHATPAYS.COM, INC. AND SUBSIDIARIES
                                   FORM 10-QSB
                    QUARTERLY PERIOD ENDED September 30, 2000
                                      INDEX




<TABLE>
<CAPTION>
                                                                                                            Page
                                                                                                            ----
<S>                                                                                                          <C>
PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

Consolidated Balance Sheets
         As of September 30, 2000 (Unaudited) and December 31, 1999............................................3
Consolidated Statements of Operations and Deficit (Unaudited)
         For the Three and Nine Months Ended September 30, 2000 and September 30, 1999 ........................4
Consolidated Statements of Cash Flows (Unaudited)
         For the Nine Months Ended September 30, 2000 and September 30, 1999 ..................................5
Notes to Unaudited Consolidated Financial Statements .......................................................6-10

Item 2 - Management's Discussion and Analysis of Financial Condition and
          Results of Operations ...........................................................................11-13

PART II - OTHER INFORMATION

Item 1 - Legal Proceedings  ..................................................................................14
Item 2 - Changes in Securities and Use of Proceeds............................................................14
Item 3 - Defaults Upon Senior Securities......................................................................14
Item 4 - Submission of Matters to a Vote of Security Holders .................................................14
Item 5 - Other Transactions...................................................................................14
Item 6 - Exhibits and Reports on Form 8-K ....................................................................14

Signatures ...................................................................................................15
</TABLE>


                                       -2-

<PAGE>




PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS


emailthatpays.com, Inc.
Consolidated Balance Sheets



<TABLE>
<CAPTION>
                                                                              September 30,          December 31,
                                                                                   2000                  1999
                                                                                (Unaudited)           (Audited)
-------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>                    <C>
Assets
Current assets:
           Cash                                                                 $   7,259             $ 121,609
           Accounts receivable                                                    214,843               176,688
           Prepaid expenses                                                        51,292                10,510
-------------------------------------------------------------------------------------------------------------------
                                                                                  273,394               308,807

Property and equipment, less accumulated amortization                             163,772               191,115

-------------------------------------------------------------------------------------------------------------------
                                                                                $ 437,166             $ 499,922
-------------------------------------------------------------------------------------------------------------------

Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
           Accounts payable and accrued liabilities                             $ 249,098             $ 304,383
           Loans payable - current portion                                         78,722               121,112
           Lease obligation - current portion                                       5,118                 5,002
           Due to related parties - current portion                                     -                55,667
-------------------------------------------------------------------------------------------------------------------
                                                                                  332,938               486,164

Loans payable                                                                     111,918               146,766
Lease obligation                                                                   17,678                22,457
Due to related parties                                                                  -                91,137
-------------------------------------------------------------------------------------------------------------------
   Total liabilities                                                              462,534               746,524

Stockholders' equity (deficit):
           Common stock                                                            44,615                43,140
           Additional paid-in capital                                           3,532,957             2,224,432
           Deficit                                                             (2,631,160)           (1,372,793)
           Deferred stock-based compensation                                     (957,650)           (1,130,000)
           Accumulated other comprehensive income (loss):
             Foreign currency translation adjustment                              (14,130)              (11,381)
-------------------------------------------------------------------------------------------------------------------
   Total stockholders' equity (deficit)                                           (25,368)             (246,602)


-------------------------------------------------------------------------------------------------------------------
                                                                                $ 437,166             $ 499,922
-------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to unaudited consolidated financial statements.


                                       -3-
<PAGE>



emailthatpays.com, Inc.
Consolidated Statements of Operations and Deficit (unaudited)


<TABLE>
<CAPTION>
                                                                      Three Months Ended              Nine Months Ended
                                                                         September 30,                   September 30,
                                                                      2000           1999            2000            1999
---------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>             <C>             <C>            <C>
Revenue                                                           $ 227,218       $ 300,371       $ 771,425      $ 756,740

Cost of revenue                                                     185,605         241,531         620,820        575,645
---------------------------------------------------------------------------------------------------------------------------

Gross profit                                                         41,613          58,840         150,605        181,095
---------------------------------------------------------------------------------------------------------------------------

Operating expenses:
             Depreciation                                            17,335          12,176          49,252         20,141
             Salaries and fringe benefits                           232,999         184,132         716,811        383,111
             Stock-based compensation                                57,450               -         172,350              -
             Professional fees                                       10,148          26,075          82,737         55,795
             Consulting fees and computer services                   24,736         109,017          93,823        135,102
             Phones and utilities                                     5,376           7,570          25,775         15,096
             Rent                                                    12,033          14,850          57,618         34,979
             Advertising and promotion                                7,770          22,318          64,961         31,961
             Other selling, general and administrative                4,350          52,878         125,847        104,038
             --------------------------------------------------------------------------------------------------------------
                                                                    372,197         429,016       1,389,174        780,223

---------------------------------------------------------------------------------------------------------------------------
Loss from operations                                               (330,584)       (370,176)     (1,238,569)      (599,128)

Other income (expenses):
             Interest income                                            789             899           4,756          1,857
             Interest expense                                        (9,670)         (8,122)        (24,554)       (22,677)
             --------------------------------------------------------------------------------------------------------------
                                                                     (8,881)         (7,223)        (19,798)       (20,820)

---------------------------------------------------------------------------------------------------------------------------
Net loss                                                           (339,465)       (377,399)     (1,258,367)      (619,948)

Deficit, beginning of period                                     (2,291,695)       (495,342)     (1,372,793)      (252,793)

---------------------------------------------------------------------------------------------------------------------------
Deficit, end of period                                          $(2,631,160)     $ (872,741)    $(2,631,160)    $ (872,741)
---------------------------------------------------------------------------------------------------------------------------

Net loss per common share, basic and diluted                          (0.04)          (0.07)          (0.15)         (0.34)

Weighted average common shares outstanding,                       8,723,092       5,490,697       8,649,388      1,850,345
    basic and diluted
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to unaudited consolidated financial statements.


                                       -4-

<PAGE>


emailthatpays.com, Inc.
Consolidated Statements of Cash Flows (unaudited)



<TABLE>
<CAPTION>
                                                                                                   Nine Months Ended
                                                                                                      September 30,
                                                                                                 2000               1999
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                <C>               <C>
Cash provided by (used in):

Operations:
       Net loss                                                                            $ (1,258,367)        $ (619,948)
       Items not involving cash:
             Depreciation                                                                        49,252             20,141
             Stock-based compensation                                                           172,350                  -
             Foreign exchange on subsidiary operations                                           (2,749)            (2,592)
             Loss on disposal of equipment                                                        2,914              7,088
       Changes in operating assets and liabilities:
             Decrease (increase) in accounts receivable                                         (38,155)          (177,554)
             Decrease (increase) in prepaid expenses                                            (40,782)            (8,190)
             Increase (decrease) in accounts payable and accrued liabilities                    (55,285)           214,187

---------------------------------------------------------------------------------------------------------------------------
       Net cash used in operating activities                                                 (1,170,822)          (566,868)

Cash flows used in investing activities:
       Purchase of property and equipment                                                       (35,735)          (210,933)
       Proceeds from disposal of equipment                                                       10,912             14,821

---------------------------------------------------------------------------------------------------------------------------
       Net cash used in investing activities                                                    (24,823)          (196,112)

Cash flows provided by financing activities:
       Increase (decrease) in loans payable                                                     (81,901)           329,200
       Increase (decrease) in advances from related parties                                    (146,804)           (93,369)
       Issue of share capital                                                                 1,310,000            114,658
       Proceeds from note payable                                                                     -            500,000

---------------------------------------------------------------------------------------------------------------------------
       Net cash provided by financing activities                                              1,081,295            850,489

---------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash                                                                    (114,350)            87,509

Cash, beginning of period                                                                       121,609             22,264
---------------------------------------------------------------------------------------------------------------------------

Cash, end of period                                                                             $ 7,259          $ 109,773
---------------------------------------------------------------------------------------------------------------------------

Supplementary information:
       Interest paid                                                                             24,554             22,677
       Income taxes paid                                                                              -                  -

</TABLE>

See accompanying notes to unaudited consolidated financial statements.



                                       -5-

<PAGE>




EMAILTHATPAYS.COM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000


1. The Company and description of business:

emailthatpays.com, Inc. (the "Company") is incorporated in the state of Florida
and is a "permission- based" e-mail marketing and integrated advertising
strategies service. Combining online direct marketing technology with
promotional, marketing and brand expertise, the Company's infrastructure is set
up to deliver a full slate of innovative B2B and B2C marketing solutions to a
vast array of products and organizations.

The Company's services include the design, delivery, tracking and analysis of
targeted "one-to-one" e-mail campaigns, customized loyalty programs,
comprehensive list management / brokerage packages and the creation, integration
and execution of both online and offline advertising strategies.

On October 22, 1999, the Company, then named Realm Production and Entertainment,
Inc. ("Realm"), a public company listed on the over-the-counter bulletin board
in the United States, issued 6,572,000 shares of its common stock in connection
with the merger of a wholly owned subsidiary of Realm with and into
emailthatpays.com ("email Nevada"), a company incorporated in the state of
Nevada. This transaction was accounted for as a recapitalization of email
Nevada, effectively as if email Nevada had issued common shares for
consideration equal to the net monetary assets of Realm. On October 27, 1999
Realm changed its name to tvtravel.com, Inc. and subsequently on December 21,
1999 to emailthatpays.com, Inc.

The Company's historical financial statements reflect the financial position,
results of operations and cash flows of email Nevada since its inception and
include the operations of Realm from the date of the effective recapitalization,
being October 22, 1999. Stockholders' equity gives effect to the shares issued
to the stockholders of email Nevada prior to October 22, 1999 and of the Company
thereafter.

email Nevada (formerly Hotel Media Group Inc.) was incorporated on June 26,
1998. In August 1999, it acquired 100% of Coastal Media Group Ltd ("Coastal"), a
full-service advertising agency founded in May 1998. A common group of
shareholders controlled both Coastal and email Nevada. For accounting purposes,
the transaction was considered to be an acquisition by Coastal for consideration
equal to the net assets and liabilities of email Nevada. Accordingly, the assets
and liabilities of email Nevada have been recorded at their carrying values in
the Company's accounts.

2. Liquidity and future operations:

The Company has sustained net losses and negative cash flows from operations
since its inception. As of September 30, 2000 the Company has negative working
capital of $59,544 and just over $93,000 available through its existing credit
facilities. The Company's ability to meet its obligations in the ordinary course
of business is dependent upon its ability to establish profitable operations or
to obtain additional funding through public or private equity financing,
collaborative or other arrangements with corporate sources, or other sources.
Management is seeking to increase revenues through continued marketing of its
services; nonetheless additional funding will be required within the fourth
quarter.

Management is working to obtain sufficient working capital from external sources
in order to continue operations. There is however, no assurance that the
aforementioned events, including the receipt of additional funding, will occur
and be successful.


                                       -6-

<PAGE>




EMAILTHATPAYS.COM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000

3. Basis of Presentation:

The unaudited consolidated financial statements of the Company at September 30,
2000 and for the three and nine month periods then ended include the accounts of
the Company and its wholly-owned subsidiaries and reflect all adjustments
(consisting only of normal recurring adjustments) which are, in the opinion of
management, necessary for a fair presentation of the financial position and
operating results for the interim periods. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted in
these interim statements under the rules and regulations of the Securities and
Exchange Commission ("SEC"). Accounting policies used in fiscal 2000 are
consistent with those used in fiscal 1999. The results of operations for the
nine months ended September 30, 2000 are not necessarily indicative of the
results for the entire fiscal year ending December 31, 2000. These interim
financial statements should be read in conjunction with the financial statements
for the fiscal year ended December 31, 1999 and the notes thereto included in
the Company's Form 10-KSB filed with the SEC on March 30, 2000.

4. Foreign currency:

The functional currency of the operations of the Company's wholly-owned Canadian
operating subsidiaries is the Canadian dollar. Assets and liabilities measured
in Canadian dollars are translated into United States dollars using exchange
rates in effect at the balance sheets date with revenue and expense transactions
translated using average exchange rates prevailing during the period. Exchange
gains and losses arising on this translation are excluded from the determination
of income and reported as foreign currency translation adjustment (which is
included in the comprehensive income (loss)) in stockholders' equity.

5. Common Stock Options and Stock-based Compensation:

During the nine months ending September 30, 2000, the Company, under the terms
of its 1999 Equity Compensation Plan (the "Plan"), granted to certain employees
a total of 403,000 non-qualified stock options. The options have a three-year
vesting period and exercise prices ranging from $1.35 to $6.63 (amounts that
approximated or exceeded the market value of the Company stock on the date of
the grant). Also during this nine-month period, 319,861 options reverted back to
the Plan due to changes in the employment and contractual status of certain
employees and key advisors.

The Company accounts for stock-based employee and director compensation
arrangements in accordance with provisions of Accounting Principles Board
("APB") Opinion No. 25, "Accounting for Stock Issued to Employees", and related
interpretations and complies with the disclosure provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation" in its annual audited financial
statements. Under APB No. 25, compensation expense is based on the difference,
if any, on the date the number of shares exercisable is determined, between the
market value of the Company's stock and the exercise price of options to
purchase that stock.



                                       -7-

<PAGE>




EMAILTHATPAYS.COM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000


5. Common Stock Options and Stock-based Compensation (Continued):

At September 30, 2000, the Company has recorded aggregate deferred stock-based
compensation totaling $1,149,000 in connection with the granting of stock
options to employees. The deferred compensation is being amortized over the
estimated service life of the employees holding the options. For the three and
nine month periods ended September 30, 2000, the Company recorded non-cash
compensation expense related to these options of $57,450 and $172,350,
respectively.

6. Capital Stock and Warrants:

On March 5, 2000, the Company issued and sold 275,000 shares of common stock at
$5 each for a total of $1,375,000. After deducting a commission /
investment-banking fee of 8% or $110,000, the net consideration received for
this share issuance is $1,265,000. In connection with the share issuance, the
Company issued warrants to purchase 100,000 shares of common stock with an
exercise price of $5.00 and an expiry date of March 5, 2003.

On April 26, 2000, the Company issued 20,000 shares of common stock in exchange
for promotional goods valued at $45,000.

On June 6, 2000, in connection with the March 5, 2000 share issuance, the
Company issued warrants to purchase a further 325,000 shares of common stock.
These warrants have an exercise price of $3.25 and an expiry date of June 6,
2003.

7. Net loss per share:

The Company computes net loss per share in accordance with SFAS No. 128,
Earnings per Share, and SEC Staff Accounting Bulletin ("SAB") No. 98. Under the
provisions of SFAS No. 128 and SAB No. 98, basic loss per share is computed
using the weighted average number of common stock outstanding during the
periods, and gives retroactive effect to the shares issued on the
recapitalization described in note 1. Diluted loss per share is computed using
the weighted average number of common and potentially dilutive common stock
outstanding during the period. As the Company generated net losses in each of
the periods presented, basic and diluted net loss per share are the same as any
exercise of options or warrants would be anti-dilutive.


                                       -8-

<PAGE>






EMAILTHATPAYS.COM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000


8. Comprehensive income (loss):

Effective January 1, 1999, the Company adopted the provisions of SFAS No. 130,
"Reporting Comprehensive Income," which establishes standards for reporting
comprehensive income (loss) and its components in financial statements. Other
comprehensive income, as defined, includes all changes in equity (net assets)
during a period from non-owner sources. Comprehensive loss for each of the
periods presented is as follows:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
                                                         Three Months Ended                    Nine Months Ended
                                                            September 30                         September 30
<S>                                                              <C>                                  <C>
---------------------------------------------  -------------------------------------- ----------------------------------
                                                        2000               1999              2000             1999
                                                        ----               ----              ----             ----

---------------------------------------------  ---------------------- --------------- ------------------ ---------------
Net loss                                              $339,465           $377,399         $1,258,367        $619,948

---------------------------------------------  ---------------------- --------------- ------------------ ---------------
Other comprehensive (income) / loss:                       833             (1,790)             2,749           2,592
Foreign currency translation
adjustment
---------------------------------------------  ---------------------- --------------- ------------------ ---------------
Comprehensive loss                                    $340,298           $375,609         $1,261,116        $622,540

------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       -9-

<PAGE>




EMAILTHATPAYS.COM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000


9. Recently issued accounting pronouncements:

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which defines derivatives, requires that
all derivatives be carried at fair value, and provides for hedge accounting when
certain conditions are met. SFAS No. 133 is effective for the Company in 2001.
The Company does not believe that the adoption of this statement will have a
material impact on the Company's financial position or results of operations.
The Company does not currently hold derivative instruments or engage in hedging
activities.

In December 1999, the Staff of the SEC released Staff Accounting Bulletin 101
(SAB 101), "Revenue Recognition in Financial Statements." This pronouncement
summarizes certain of the SEC staff's views in applying generally accepted
accounting principles to revenue recognition. The Company believes their revenue
recognition practices are in conformity with the guidelines in SAB 101.

In March 2000, the Financial Accounting Standards Board released FASB
Interpretation No. 44, "Accounting for Certain Transactions involving Stock
Compensation, an interpretation of APB Opinion No. 25." This interpretation
provides clarification of Opinion 25 for certain issues such as the
determination of an employee, the criteria for determining whether a plan
qualifies as a non- compensatory plan, the accounting consequences of various
modifications to the terms of a previously fixed stock option or award, and the
accounting for an exchange of stock compensation awards in a business
combination. The Company believes that its practices are in conformity with this
guidance, and therefore Interpretation No. 44 will have no impact on the
Company's financial statements.


                                      -10-

<PAGE>

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


Cautionary Statement Regarding Forward-Looking Statements

This Report includes forward-looking statements. We have based these
forward-looking statements on our current expectations and projections about
future events. These forward-looking statements are subject to risks,
uncertainties and assumptions about us and about our affiliate companies,
including, among other things:

         o  development of an e-commerce market;

         o  our ability to successfully execute our busines model;

         o  growth in demand for Internet products and services; and

         o  adoption of the Internet as an advertising medium.

In light of these risks, uncertainties and assumptions, the forward-looking
events discussed in this Report might not occur.

Results of Operations
For the Three and Nine Months Ending September 30, 2000 and 1999

Revenue

We earn revenues by delivering online direct marketing, promotional, and
informational offers and by developing and implementing integrated marketing and
advertising strategies. We charge our advertisers based on a number of criteria
including offers delivered, qualified leads generated, online transactions
executed and marketing services performed.

Revenue consists of the gross value of our billings to clients and includes the
price of the advertising that we purchase from offline and online suppliers.
Under marketing services contracts, we recognize the cost of the advertising we
purchase for our clients as an expense and the payments we receive from our
clients for this advertising as revenue. Under these arrangements, we are
ultimately responsible for payment to suppliers for the cost of the advertising
that we purchase.

We believe that our revenues will be subject to seasonal fluctuations as a
result of general patterns of retail advertising, which are typically higher
during the second and fourth calendar quarters. In addition, expenditures by
advertisers tend to be cyclical, reflecting overall economic conditions and
consumer buying patterns.

To date, the vast majority of our revenue has been generated from the provision
of integrated marketing and advertising strategies as our email delivery system,
relational database program and Canadian email marketing sales offices were not
fully operational until February 2000. With increased focus, time an expenditure
being directed to these online services, we anticipate proportionate increases
in revenue, both in absolute and percentage terms.



                                      -11-

<PAGE>




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


Revenues for the quarter ending September 30, 2000 were $227,000, a decrease of
27% from the second quarter of 2000 and 24% from the quarter ending September
30, 1999. The decrease from the second quarter reflects seasonal fluctuations in
retail advertising, which typically are higher in the second and fourth
quarters, and an increased focus on the marketing of our online services. The
decrease from last year results from a reduction in marketing services clients
and reduced advertising spending by an existing client. For the nine months
ending September 30, 2000, total revenues of $771,000 exceed last year by 2%.
This increase reflects increased spending by existing clients, offset by a
reduction in the number of marketing services clients and an increased focus on
the marketing of our online services.

Cost of revenue

Cost of revenue represents the cost of advertising purchased for clients and
directly corresponds to our revenue levels. Additionally, revenues during the
first nine months of fiscal 2000 contain more integrated advertising services
and less consulting services than the same period last year. As consulting
services do not involve the purchase of advertising, our cost of revenues is
thus proportionately less in 1999.

Operating expenses for the three months ending September 30, 2000 totaled
$372,000. This amount represents a decrease of $100,000 (21%) from the second
quarter of fiscal 2000, a decrease of $175,000 (32%) from the first quarter of
2000 and a decrease of $57,000 (14%) from the third quarter of fiscal 1999.
These decreases reflect the completion of the initial development of our
relational database and email delivery system programs, consolidation of our two
western Canada offices into one location, controlled use of professional
services and the savings generated by our decision to reduce our internal
technological staff, outsource the maintenance and storage of our technological
facilities and utilize IT professionals on a project-by-project contract basis.

On a year-to-date basis, increases over last year reflect additional staffing
levels associated with infrastructure expansion, deferred stock-based
compensation and the marketing of our "permission-based" email program and
services including; the addition of sales offices in western and eastern Canada,
preparation of marketing and presentation materials, and attendance at
conventions, seminars, and client facilities.

At September 30, 2000, we have recorded aggregate deferred stock-based
compensation totaling $1,149,000 in connection with the granting of stock
options to employees. The deferred compensation is being amortized over the
estimated service life of the employees holding the options. For the three and
nine months ending September 30, 2000, we have recorded non-cash compensation
expenses of $57,450 and $172,350, respectively. We expect this level of
amortization to continue over each of the next several quarters. As the options
were not granted until the fourth quarter of 1999, there is no stock-based
compensation for the nine months ended September 30, 1999.


                                      -12-

<PAGE>




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


Liquidity and Capital Resources

We have sustained net losses and negative cash flows from operations since our
inception. As of September 30, 2000 we have negative working capital of $59,544
and just over $93,000 available through our existing credit facilities. Our
ability to meet our obligations in the ordinary course of business is dependent
upon our ability to establish profitable operations or to obtain additional
funding through public or private equity financing, collaborative or other
arrangements with corporate sources, or other sources. We are seeking to
increase revenues through continued marketing of our services; nonetheless
additional funding will be required within the fourth quarter.

We are working to obtain sufficient working capital from external sources in
order to continue operations. There is however, no assurance that the
aforementioned events, including the receipt of additional funding, will occur
and be successful.

Net cash used in operating activities was $1,171,000 and $567,000 for the nine
months ending September 30, 2000 and 1999, respectively. Cash used in operations
was primarily the result of the net losses of $1,258,000 and $620,000, for the
nine months ending September 30, 2000 and 1999 respectively.

Net cash used in investing activities was $25,000 and $196,000 for the nine
months ending September 30, 2000 and 1999, respectively and relates to purchases
of property and equipment.

Net cash provided by financing activities was $1,081,000 and $850,000 for the
nine months ending September 30, 2000 and 1999 respectively. Cash provided by
financing activities for the nine months ending September 30, 2000 consists of
$1,310,000 from the issuance of capital stock; less repayments of loans totaling
$82,000 and a reduction in advances from related parties of $147,000. Cash
provided by financing activities for the period ending September 30, 1999
consists of $115,000 from the issuance of capital stock, an increase in loans
and notes payable of $829,000 and a reduction of $66,000 in advances from
related parties.



                                      -13-

<PAGE>




                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.
         None.

Item 2.  Changes in Securities and Use of Proceeds.

         On March 5, 2000, the Company issued and sold an aggregate of 275,000
         shares of common stock at $5 per share pursuant to Rule 506 of the
         Securities Act of 1933, as amended. After deducting a commission /
         investment-banking fee of 8% or $110,000 paid to LCP Capital Corp., the
         net consideration received for this share issuance is $1,265,000. In
         connection with this share issuance, the Company issued warrants to
         purchase 100,000 shares of common stock with an exercise price of $5.00
         and an expiry date of March 2003.

         On April 26, 2000, pursuant to Section 4(2) of the Securities Act of
         1933, as amended, the Company issued 20,000 shares of common stock in
         exchange for promotional goods valued at $45,000.

         On June 6, 2000, in connection with the March 5, 2000 share issuance,
         the Company issued warrants to purchase a further 325,000 shares of
         common stock. These warrants have an exercise price of $3.25 and an
         expiry date of June 6, 2003.

Item 3.  Defaults Upon Senior Securities.
         None.

Item 4.  Submission of Matters to Vote of Security Holders.
         None.

Item 5.  Other Information.
         None.

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

        (a) Furnish the exhibits required by Item 601 Regulation S-B

            27 - Financial Data Schedule

        (b) Reports on Form 8-K
            None.



                                      -14-

<PAGE>





                                   SIGNATURES


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


                                                     EMAILTHATPAYS.COM, INC.



Dated: November 6, 2000                              By: /s/ Daniel Hunter
                                                         -------------------
                                                         Daniel Hunter
                                                         Chief Executive Officer


                                      -15-

<PAGE>




                                  EXHIBIT INDEX



EXHIBIT
NUMBER                       DESCRIPTION                               LOCATION
------                       -----------                               --------

27                           Financial Data Schedule                      *1








--------------
*1 Filed electronically pursuant to Item 401 of Regulation S-T.



                                      -16-