<PAGE> 1
--------------------------------------------------------------------------------

                                  UNITED STATES
                       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 February 28, 2002


                        Commission File Number    0-26673
                                                  -------

                               FORESTINDUSTRY.COM, INC.
               (Exact name of Registrant as specified in its charter)



              DELAWARE                           98-0207081
     --------------------------             ------------------------------
     (State of other jurisdiction of        (I.R.S. Employer Identification
                                        incorporation or organization Number)

         10-2480 Kenworth Road
       Nanaimo, British Columbia                  V9T 3Y3
---------------------------------       -------------------
(Address of Principal Executive Offices)       (Zip Code)


Registrant's telephone number including area code:  (250) 758-0665
                                                     --------------




     Indicate  by check  mark  whether  the  issuer  (1) has filed  all  reports
     required to be filed by Section 13 or 15(d) of the Securities  Exchange Act
     of 1934 during the preceding 12 months (or for such shorter period that the
     issuer was required to file such reports), and (2) has been subject to such
     filing requirements for the past 90 days:

                       YES    X                       NO
                            -----                         -----


     Common stock,  $.0001 par value,  1,621,058  issued and  outstanding  as of
     February 28, 2002.

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


<PAGE> 2



                                  INDEX



                                                                          PAGE

PART I - FINANCIAL INFORMATION

     ITEM 1.  Financial Statements (Unaudited) ............................3

     ITEM 2.  Management's Discussion and Analysis .......................18


PART II - OTHER INFORMATION

     ITEM 1.  Legal Proceedings...........................................21

     ITEM 2.  Changes in Securities.......................................21

     ITEM 3.  Defaults upon Senior Securities.............................21

     ITEM 4.  Submission of Matters to a Vote of Security Holders.........21

     ITEM 5.  Other Information...........................................21

     ITEM 6.  Exhibits and Reports on Form 8-K............................21



<PAGE> 3

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                            forestindustry.com, Inc.
                                 and Subsidiary

                      Condensed Consolidated Balance Sheet
                                   (unaudited)

                                                               (in U.S. Dollars)
ASSETS
                                                               February 28, 2002
--------------------------------------------------------------------------------
Current:
    Cash and cash equivalents                                          $4,138
    Accounts receivable (Net allowance for doubtful
      accounts - $13,463)                                              42,789
    Work in process                                                     2,090
    Prepaid expenses and deposits                                         103
--------------------------------------------------------------------------------
Total current assets                                                   49,120
Property and equipment  (Note 3)                                       35,188

--------------------------------------------------------------------------------
                                                                      $84,308
--------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current:
    Accounts payable and accrued liabilities                         $363,486
    Unearned revenues                                                  28,122
    Promissory Notes payable                                           64,477
--------------------------------------------------------------------------------
Total current liabilities                                            $456,085
--------------------------------------------------------------------------------
Stockholders' deficit:
    Share capital (Note 4)
    Common stock - $0.0001 par value
        30,000,000 authorized; issued and outstanding: 1,621,058
        (May 31, 2001- 1,521,058)                                         162
Preferred stock -$0.0001 par value
          5,000,000 authorized; issued and outstanding - Nil              -
    Additional paid in capital                                      1,231,784
    Cumulative translation adjustment                                  57,066
    Deficit                                                        (1,660,789)
--------------------------------------------------------------------------------
Total stockholders' deficit                                          (371,777)
--------------------------------------------------------------------------------
                                                                      $84,308
--------------------------------------------------------------------------------
Commitments (Note 6)


<PAGE> 4

                    forestindustry.com, Inc. and Subsidiary

                Condensed Consolidated Statements of Operations
                                   (unaudited)
             For the Nine Months Ended February 28, 2002 and 2001

                                                      (U.S. Dollars)

                                               2002                     2001
--------------------------------------------------------------------------------
REVENUE
    Sales                                  $263,735                 $338,419
--------------------------------------------------------------------------------
EXPENSES
    Depreciation                             65,392                   51,117
    Consulting fees                         187,758                  103,665
    General and administrative              289,082                  815,642
    Professional fees                        53,725                   89,991
--------------------------------------------------------------------------------
                                            595,957                1,060,415
--------------------------------------------------------------------------------
NET LOSS FOR THE PERIOD                     332,222                  721,996

Deficit, beginning of period              1,328,567                  586,646
--------------------------------------------------------------------------------
DEFICIT, END OF PERIOD                   $1,660,789               $1,308,642
--------------------------------------------------------------------------------
BASIC AND DILUTED LOSS PER SHARE            ($ 0.21)                  ($0.53)
--------------------------------------------------------------------------------
WEIGHTED AVERAGE NUMBER OF SHARES         1,598,347                1,372,999
--------------------------------------------------------------------------------
<PAGE> 5
                   forestindustry.com, Inc. and Subsidiary

               Condensed Consolidated Statements of Cash Flows
                                 (unaudited)
            For the Nine Months Ended February 28, 2002 and 2001

                                                               (in U.S. Dollars)

<TABLE>
<S>                                                                                     <C>                        <C>
                                                                                        2002                       2001
------------------------------------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES:
    Net loss for the period                                                         (332,222)                  (721,996)
    Adjustments to reconcile net loss to net cash used in operating
    activities -
         Depreciation                                                                 65,392                     51,117
         Shares issued for service rendered                                            -                        212,500
    Changes in operating assets and liabilities -
         Accounts receivable                                                          10,137                        702
         Work in Process                                                               6,447                      2,714
         Prepaid expenses and deposits                                                    38                     (3,728)
         Accounts payable and accrued liabilities                                    187,620                    135,755
         Unearned revenues                                                           (25,302)                   (14,282)
------------------------------------------------------------------------------------------------------------------------------------
Cash flows (used in) operating activities                                            (87,890)                  (337,218)
------------------------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITY:
    Sale (Acquisition) of capital assets                                               -                        (39,974)
------------------------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES:
    Promissory notes payable                                                          64,477                       -
    Net proceeds from issuance of preferred stock                                      -                        200,000
------------------------------------------------------------------------------------------------------------------------------------
Cash flows provided by financing activities                                           64,477                    200,000
------------------------------------------------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents                                            (23,413)                  (177,192)

Cash and cash equivalents, beginning of period                                        27,551                    196,963
------------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                                               4,138                     19,771
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE> 6

                forestindustry.com, Inc. and Subsidiary

           Notes to Condensed Consolidated Financial Statements
                                (unaudited)
                For the Nine Months Ended February 28, 2002

NOTE 1 - NATURE AND CONTINUANCE OF OPERATIONS

forestindustry.com,  Inc. (the "Company") was incorporated in Delaware,  U.S.A.,
on December 18, 1997 under the name of Autoeye  Inc. On February  25, 2000,  the
Company changed its name to forestindustry.com, Inc. Prior to its acquisition of
The Forest  Industry  Online  Inc.  ("Forest")  (note  2(a)),  the  Company  was
inactive.

The  Company's  current  business  activities  include  designing  web sites and
operating and maintaining a computer internet web site for companies  associated
with the forest and wood product industries.

These  consolidated  financial  statements have been prepared on a going concern
basis in accordance with United States generally accepted accounting principles.
The going  concern  basis of  presentation  assumes the Company will continue in
operation for the foreseeable  future and will be able to realize its assets and
discharge  its  liabilities  and  commitments  in the normal course of business.
Certain  conditions,  discussed below,  currently exist which raise  substantial
doubt upon the validity of this  assumption.  The  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.

To February  28, 2002 the Company has not been  profitable  and has  experienced
negative cash flows from  operations.  Operations have been financed through the
issuance of stocks and other external financing. The Company's future operations
are dependent upon continued external funding,  its ability to increase revenues
and reduce  expenses,  and the success of its proposed  development of an online
business exchange auction website for the forest and wood industries.  There are
no assurances that the above conditions will occur.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

a)      Reverse Takeover and Basis of Presentation

On January 31,  2000,  the Company  acquired  all of the issued and  outstanding
shares of Forest by issuing to Forest's stockholders  1,000,000 shares of common
stock and control of the Company.  The acquisition  was a reverse  takeover with
Forest being the deemed accounting  acquiror for financial  statement  purposes.
The  acquisition  has been  accounted for as a capital  transaction  effectively
representing   an  issue  of   stocks   by   Forest   for  the  net   assets  of
forestindustry.com, Inc.

The Company's  historical  financial  statements reflect the financial position,
results  of  operations   and  cash  flows  of  Forest  from  the  date  of  its
incorporation  on January  09,  1997 under the laws of the  Province  of British
Columbia, Canada. The historical stockholders' equity gives effect to the shares
issued  to  the   stockholders   of  Forest.   The  results  of   operations  of
forestindustry.com, Inc. are included only from the date of acquisition, January
31, 2000.

<PAGE> 7

                  forestindustry.com, Inc. and Subsidiary

           Notes to Condensed Consolidated Financial Statements
                               (unaudited)
               For the Nine Months Ended February 28, 2002


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)


b)      Basis of Consolidation

These consolidated  financial statements include the accounts of the Company and
its  wholly-owned  subsidiary,  The Forest  Industry Online Inc. All significant
intercompany  balances and transactions have been eliminated in the consolidated
financial statements.

c)      Work in Process

Work  in  process  is  recorded  at  the  lower  of  cost,  determined  using  a
percentage-of-completion  method based on the contract price, and net realizable
value.

d)      Property and Equipment and Depreciation

Property  and  equipment  are  recorded  at cost and are  depreciated  using the
straight-line  method over their estimated useful lives ranging from five to ten
years, or their lease terms.

e)      Cash and Equivalents

The  Company  considers  all  short-term  investments  with a  maturity  date at
purchase of three months or less to be cash equivalents.

f)      Revenue Recognition and Unearned Revenues

Revenues on  advertising  fees and hosting  revenues  are recorded on the billed
basis.  Customers are invoiced on a quarterly  basis in advance for  advertising
and hosting spaces.  Unearned  revenues relate to the period of the billing that
has not yet transpired and therefore not earned.

Revenues   on  fixed   contract   website   designs   are   recognized   on  the
percentage-of-completion method of accounting.

g)      Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported  amounts of assets and  liabilities  and the  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

<PAGE> 8

                   forestindustry.com, Inc. and Subsidiary

             Notes to Condensed Consolidated Financial Statements
                                 (unaudited)
                  For the Nine Months Ended February 28, 2002

Note 2 - Significant Accounting Policies (continued)

h)      Net Earnings (Loss) Per Share

Basic earnings (loss) per share is computed using the weighted average number of
common stock outstanding during the periods.  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 has losses in the periods
presented, basic and diluted loss per share are the same.

i)      Stock-Based Compensation

The Company accounts for its stock-based  compensation arrangement in accordance
with provisions of Accounting Principles Board (APB) Opinion No. 25, "Accounting
for  Stock  Issued  to  Employees",   and  related  interpretations.   As  such,
compensation  expense  under  fixed plans would be recorded on the date of grant
only if the fair value of the underlying stock at the date of grant exceeded the
exercise price. The Company recognizes  compensation  expense for stock options,
common stock and other equity  instruments  issued to non-employees for services
received based upon the fair value of the services or equity instruments issued,
whichever is more reliably  determined.  This  information  is presented in note
4(c).

Statement of Financial  Accounting  Standards  (SFAS) No. 123,  "Accounting  for
Stock  Based  Compensation",  requires  entities  that  continue  to  apply  the
provision of APB Opinion No. 25 for  transactions  with employees to provide pro
forma net income and pro forma earnings per share disclosures for employee stock
option  grants made in 1995 and future years as if the  fair-value-based  method
defined in SFAS No. 123 had been applied to these transactions.

j)      Income Taxes

The Company  follows the asset and  liability  method of  accounting  for income
taxes. Under this method,  current taxes are recognized for the estimated income
taxes payable for the current period.

Deferred income taxes are provided based on the estimated  future tax effects of
temporary differences between financial statement carrying amounts of assets and
liabilities and their  respective tax bases as well as the benefit of losses and
tax credits available to be carried forward to future years for tax purposes.

Deferred tax assets and  liabilities  are measured  using enacted tax rates that
are  expected to apply to taxable  income in the years in which those  temporary
differences are expected to be recovered or settled.  The effect on deferred tax
assets and  liabilities  of a change in tax rates is recognized in operations in
the period that includes the substantive  enactment date. A valuation  allowance
is recorded  for  deferred  tax assets when it is more likely than not that such
deferred tax assets will not be realized.


<PAGE> 9

                   forestindustry.com, Inc. and Subsidiary

          Notes to Condensed Consolidated Financial Statements
                                (unaudited)
               For the Nine Months Ended February 28, 2002

Note 2 - Significant Accounting Policies (continued)

k)      Foreign Currency Translation

The  functional  currency of the Company is the United States dollar and for its
Canadian subsidiary the Canadian dollar.  Transactions in foreign currencies are
translated  to United States  dollars at the rates in effect on the  transaction
date.  Exchange  gains or losses arising on translation or settlement of foreign
currency denominated  monetary items are included in the consolidated  statement
of operations.

l)      Impairment of Long-Lived Assets

The  recoverability of the excess of cost over fair value of net assets acquired
is  evaluated  by an analysis of operating  results and  consideration  of other
significant  events or  changes  in the  business  environment.  If the  Company
believes an impairment exists, the carrying amount of these assets is reduced to
fair  value as  defined  in SFAS No.  121,  "Accounting  for the  Impairment  of
Long-Lived Assets and for Long-Lived Assets to be Disposed of."

NOTE 3 - PROPERTY AND EQUIPMENT
<TABLE>
<S>                                <C>                  <C>               <C>                   <C>
                                                         Accumulated            Net Book Value
                                    Cost                 Depreciation      February 28, 2002     February 28, 2001
                                    $                    $                 $                     $
                                    ------------------------------------------------------------------------------

Computer Equipment                  126,818              103,167           23,651                81,127
Furniture and Fixtures              33,362               23,591            9,771                 18,715
Software                            19,464               18,909            556                   4,581
Leasehold Improvements              6,432                5,222             1,210                 6,342
                                    ------------------------------------------------------------------------------

                                    186,077              150,889           35,188                110,765
                                    ------------------------------------------------------------------------------
</TABLE>

NOTE 4 - STOCKHOLDERS' EQUITY

a)      Preferred Stock

On January 31, 2000, the Company  issued through a private  placement 750 shares
of  Series  "A"  convertible  preferred  stock at a price of $1,000  per  share.
Holders of Series "A" preferred stocks were entitled to a distribution of $1,000
per share  prior to any  distribution  to the  holders of the  Company's  common
stocks in the event of any liquidation or dissolution of the Company.


<PAGE> 10

                   forestindustry.com, Inc. and Subsidiary

             Notes to Condensed Consolidated Financial Statements
                                 (unaudited)
                  For the Nine Months Ended February 28, 2002



Note 4 -STOCKHOLDERS' EQUITY (continued)

The Series "A"  preferred  stock was  convertible,  at the option of the holder,
into common  stock at 75% of the last ten day  average  closing bid price of the
Company  subject to a maximum  conversion rate of 500 shares of common stock for
one  share of  preferred  stock and a  minimum  conversion  rate of 25 shares of
common  stock for one share of  preferred  stock.  In  addition,  all series "A"
preferred stock was deemed to convert into common stock on or before January 31,
2001, the first anniversary date.

On May 10, 2000,  the Company  issued  24,922  shares of its common stock on the
conversion of 375 shares of Series "A" convertible preferred stock.

On June 12, 2000, and January 31, 2001, the Company issued, respectively, 21,714
and 87,698 shares of its common stock on the conversion of 175 and 200 shares of
Series "A" convertible preferred stock.

On November 01, 2000, the Company issued through a private  placement 200 shares
of  Series  "B"  convertible  preferred  stock at a price of $1,000  per  share.
Holders of Series "B" preferred stocks were entitled to a distribution of $1,000
per share  prior to any  distribution  to the  holders of the  Company's  common
stocks in the event of any liquidation or dissolution of the Company.

The Series "B"  preferred  stock was  convertible,  at the option of the holder,
into common  stock at 70% of the last five day average  closing bid price of the
Company  subject to a maximum  conversion rate of 500 shares of common stock for
one  share of  preferred  stock and a  minimum  conversion  rate of 25 shares of
common stock for one share of preferred stock.

On March 13, 2001,  the Company issued 100,000 shares of its common stock on the
conversion of the 200 shares of Series "B" convertible preferred stock.

b)      Stock Options

In February  2000,  the Company  adopted a fixed stock option plan that provides
for the  issuance of  incentive  and  non-qualified  stock  options to officers,
directors,  employees  and  non-employees  to acquire up to 25,000 shares of the
Company's  common  stock.  The plan was  amended  in June 2000 to  increase  the
allowable number of stock options to be issued under this plan to 50,000 shares.
The Board of Directors  determines the terms of the options  granted,  including
the number of options granted, the exercise price and the vesting schedule.  The
exercise price for qualified  incentive stock options is not to be less than the
fair  market  value of the  underlying  stock at the date of grant,  and to have
terms no longer than ten years from the date of grant. There was no stock option
plan prior to February 2000.



<PAGE> 11


                  forestindustry.com, Inc. and Subsidiary

           Notes to Condensed Consolidated Financial Statements
                                (unaudited)
                For the Nine Months Ended February 28, 2002

Note 4 - Stockholders' Equity (continued)

Issued to Employees

On February 29, 2000, the Company  granted  options to purchase a total of 2,900
shares of the Company's  common stock at a price of $4.00 per share to employees
of the  Company.  The  options  vest on or after  February  29,  2001 and expire
between  February and April 2005.  During fiscal year 2001,  1,200 stock options
were forfeited as employees left the Company. During fiscal year 2002, 700 stock
options were forfeited as employees left the Company.

On June 11,  2000,  the  Company  granted  options to  purchase a total of 5,400
shares of the Company's  common stock at a price of $2.00 per share to employees
of the  Company.  The options  vest on or after June 11, 2001 and expire on June
11,  2005.  During  fiscal year 2001,  4,200 stock  options  were  forfeited  as
employees  left the Company.  During  fiscal year 2002,  650 stock  options were
forfeited as employees left the Company.

On December 18, 2000, the Company  granted  options to purchase a total of 4,500
shares of the Company's  common stock at a price of $0.60 per share to employees
of the  Company.  The  options  vest on or after  January 31, 2001 and expire on
December 15, 2005.  During fiscal year 2001, 500 stock options were forfeited as
employees  left the Company.  During fiscal year 2002,  2,500 stock options were
forfeited as employees left the Company.

As  discussed  in Note 2(i),  the Company  continues to account for its employee
stock-based  awards using the intrinsic  value method in accordance with APB No.
25, "Accounting for Stock Issued to Employees", and its related interpretations.
Accordingly,  no  compensation  expense  has been  recognized  in the  financial
statements  for employee  stock  arrangements,  because the fair value of common
stock at the measurement date is not greater than the option exercise price.

Pro forma information regarding net income and earnings per share is required by
SFAS No. 123, and has been  determined  as if the Company had  accounted for its
employee stock options under the fair value method of that  statement.  The fair
value for these options was estimated at the date of grant using a Black-Scholes
option pricing model with the following weighted-average assumptions:  risk-free
interest rate of 6%;  dividend yield of 0%;  volatility  factors of the expected
market price of the Company's stock of 532%; and an expected life of the options
of 2.5 years.  Accordingly,  compensation  expense  using the fair value  method
would have been $1,058, amortized over their respective vesting period.


<PAGE> 12


                    forestindustry.com, Inc. and Subsidiary

              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)
                   For the Nine Months Ended February 28, 2002


Note 4 - Stockholders' Equity (continued)


b)      Stock Options (continued)

Issued to Employees (continued)

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded  options which have no vesting  restrictions  and are fully
transferable.  In addition,  option valuation models require the input of highly
subjective  assumptions  including the expected stock price volatility.  Because
the  Company's  employee  stock  options  have   characteristics   significantly
different from those of traded  options,  and because  changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion,  the  existing  models do not  necessarily  provide a  reliable  single
measure of the fair value of its employee stock options.


The Statement's pro forma information from the options is as follows:

<TABLE>
<S>                                                                                <C>                  <C>

                                                                                    Nine Months           Nine Months
                                                                                          Ended                 Ended
                                                                              February 28, 2002     February 28, 2001

                                                                                              $                     $

Net (loss) as reported                                                                (332,222)             (721,996)
Compensation expense from stock options under SFAS No. 123                                  -                ( 5,920)
                                                                             -----------------------------------------

Pro forma net (loss)                                                                  (332,222)             (727,916)
                                                                             -----------------------------------------

Pro forma (loss) per common share,
     Basic and Diluted                                                                   (0.21)                (0.53)
                                                                             ------------------------------------------
</TABLE>

Issued to Non-Employees

On May 26, 2000, the Company granted options to purchase a total of 4,000 shares
of the Company's  common stock at a price of $2.00 per share to non-employees of
the Company.  The options vest on May 01, 2001 and expire on May 01, 2005. Stock
options  issued  to  non-employees  are  accounted  for in  accordance  with the
provisions of SFAS No. 123, "Accounting for Stock Based Compensation", using the
fair value method.  Accordingly,  compensation  expense  relating to these stock
options in the amount of $17,253  was  recorded  in fiscal year 2000 as deferred
stock compensation to be amortized over their respective vesting period.

During fiscal year 2001, $17,253 was charged as compensation expense in the
statement of operations.

<PAGE> 13


                     forestindustry.com, Inc. and Subsidiary

              Notes to Condensed Consolidated Financial Statements
                                 (unaudited)
                 For the Nine Months Ended February 28, 2002

NOTE 4  - STOCKHOLDERS' EQUITY (CONTINUED)

b)      Stock Options (continued)

Additional Stock Option Plan Information

A summary status of the Company's fixed stock option plan and changes during the
period ended February 28, 2002 are as follows:

<TABLE>
<S>                                                                     <C>                     <C>

                                                                          Number of              Weighted Average
                                                                          Shares                 Exercise Price
                                                                                                 $
Outstanding, November 01, 1999                                            -                      -
     Granted                                                              7,300                  2.90
     Forfeited                                                             (400)                 4.00
                                                                         -----------------------------------------

Outstanding, May 31, 2001                                                 6,900                  2.84

  Granted                                                                 9,900                  1.36
  Forfeited                                                              (5,900)                 2.29
                                                                         --------------------------------------------

Outstanding, May 31, 2001                                                10,900                 1.80

  Granted                                                                 -                        0
  Forfeited                                                              (3,850)                1.45
                                                                         --------------------------------------------

Outstanding, February 28, 2002                                            7,050                 1.80
                                                                         --------------------------------------------

Options exercisable at end of February 28, 2002                           7,050                 1.99
                                                                         --------------------------------------------
</TABLE>


<PAGE> 14


                     forestindustry.com, Inc. and Subsidiary

              Notes to Condensed Consolidated Financial Statements
                                  (unaudited)
                   For the Nine Months Ended February 28, 2002

Note 4 - Stockholders' Equity (continued)

The following table summarizes information about the Company's fixed stock
options outstanding at February 28, 2002:

<TABLE>

<S>                                                  <C>                  <C>                   <C>             <C>
                                                                                                  Options Outstanding
                                                                                                  -------------------
                                                     Number               Weighted Average       Weighted Average
Range of                                             Outstanding at       Remaining              Exercise
Exercise Prices                                      February 28, 2002    Contractual Life       Price
$                                                                         (in years)             $
                                                     ---------------------------------------------------------------
4.00 - 4.00                                          1,000                4                      4.00
2.00 - 2.00                                          4,550                4                      2.00
0.60 - 0.60                                          1,500                4                      0.60
                                                     ----------------------------------------------------------------

                                                     7,050                4                      1.80
                                                     ----------------------------------------------------------------
</TABLE>

The options outstanding at February 28, 2002 will expire between February and
December 2005.

c)      Stock-Based Compensation

In January  2000,  the Company  issued 3,750 shares of common stock to a company
controlled by the Company's former  president in exchange for services  relating
to the  acquisition  of Forest.  The fair value of these  services was estimated
based upon the estimated  fair value of the shares at $2.50 per share or $9,375.
The costs  were  deducted  from the  additional  paid-in  capital  from the said
acquisition.

In February 2000, the Company recorded non-cash  compensation expense of $87,500
relating to the issuance of 35,000 shares of common stock to certain consultants
to the Company. The fair value of the shares was estimated at $2.50 per share at
the time of the transaction.

In June 2000, the Company recorded non - cash  compensation  expense of $160,000
relating to the issuance of 20,000  shares of common stock for  advertising  and
marketing  services.  The fair value of the shares  was  estimated  at $8.00 per
share at the time of the transaction.

In August 2001,  the Company  issued 100,000 shares of common stock to a company
in settlement of outstanding debt in the amount of $52,042 (CDN$75,000).

As  discussed  in Note 2(i),  the Company  recognizes  compensation  expense for
equity  instruments issued to non-employees for services received based upon the
fair value of the  services  or equity  instruments  issued,  whichever  is more
reliably determined.



<PAGE> 15


                     forestindustry.com, Inc. and Subsidiary

              Notes to Condensed Consolidated Financial Statements
                                 (unaudited)
                 For the Nine Months Ended February 28, 2002


Note 4 - Stockholders' Equity (continued)

d)      Retirement of Common Stocks

By way of a stock  retirement  agreement  dated  May 11,  2000 and for a nominal
amount of $1.00, a former principal  shareholder of the Company returned 259,724
shares of common stock to the Company for cancellation.  The shareholder  agreed
that in order for the Company to attract  future  financing,  the Company should
reduce its issued and outstanding  share capital of its common stock through the
surrender and retirement of these shares.

In January  2001,  a consultant  returned  5,000 shares of common stock upon his
resignation  from the Company.  The Company  recorded a non - cash  compensation
recovery of $12,500 being the value of the shares at the time they were issued.

e)      Stock Split

The Company  consolidated  its share  capital on June 01, 2001 by way of a share
consolidation  on the  basis of one new  common  stock  for each ten old  common
stocks.  All share and per share  information have been adjusted for all periods
presented to reflect the reverse stock split.

f)      Stock Option Split

The Company  consolidated its existing stock option plan on June 01, 2001 by way
of a reverse  stock  option  split on the basis of one new stock option for each
ten old stock options.  All stock option  information  has been adjusted for all
periods  presented to reflect the reverse stock option split. The exercise price
was not changed with the stock option consolidation.

Note 5 - INCOME TAXES

Deferred tax assets and liabilities
                                                             February 28, 2002
                                                             $

Deferred tax assets:
  Operating loss carryforward                                572,000
Book depreciation in excess of tax depreciation               19,000
                                                             -------------------

Total deferred tax assets before valuation allowance         591,000
Valuation allowance                                         (591,000)
                                                             -------------------

Net deferred tax assets                                      -
                                                             -------------------



<PAGE> 16

                   forestindustry.com, Inc. and Subsidiary

              Notes to Condensed Consolidated Financial Statements
                                 (unaudited)
                   For the Nine Months Ended February 28, 2002


Note 5 - INCOME TAXES (continued)

Management  believes  that it is more  likely  than not that it will not  create
sufficient  taxable income  sufficient to realize its deferred tax assets. It is
reasonably  possible these  estimates  could change due to future income and the
timing and manner of the reversal of deferred tax liabilities.

The Company has no income tax expense due to its operating losses.

The Company has Canadian  operating loss  carryforwards  for Canadian income tax
purposes at May 31,  2001 of  approximately  $845,000  (CDN  $1,300,000).  These
operating losses begin to expire in fiscal year 2004.


Note 6 - Commitments

a)   The Company has entered into an  employment  contract with the President of
     the Company for management and administrative services for an annual salary
     of $45,000 (CDN $70,000).  The  employment  contract term is to January 31,
     2003.  The Company  may  terminate  the  agreement  on ninety days  written
     notice.

b)   The  Company  has  entered   into  an   agreement   to  lease  an  internet
     telecommunication  line to December 31, 2002.  The monthly lease payment is
     $959.

c)   The  Company  has  entered  into  three  consulting  agreements  with three
     consultants  to provide  management,  administration,  sales and production
     services  for total  monthly  fees of  $7,368.  The  contract  terms are to
     February 01, 2003.  The Company may terminate each agreement on thirty days
     written  notice.  As of February 28, 2002, the Company and two  consultants
     mutually agreed to terminate their consulting  agreements.  The Company has
     one agreement in force for management  and production  services for a total
     monthly fee of $2,287.

d)   In July 2001, the Company,  Teaco  Properties,  the then Company's  largest
     shareholder,  Sean  Curran and Joe  Nemeth  entered  into a stock  purchase
     agreement.   Under  the  terms  of  the  stock  purchase  agreement,  Teaco
     Properties  sold 900,000  shares in the aggregate of the  Company's  common
     stock that it owned to each  Messrs.  Curran  and  Nemeth for the  purchase
     price of $10.  Marc White and Dave  McNaught are the  beneficial  owners of
     Teaco  Properties Ltd. Prior to the  transaction,  Teaco  Properties  owned
     1,000,000 shares in the aggregate.  As a result of this  transaction  Teaco
     Properties  currently owned 100,000 (6%),  Curran owns 600,000,  and Nemeth
     owns  300,000,  which  represents   approximately  37%  and  18.5%  of  the
     outstanding  shares.  In  connection  with the  stock  purchase  agreement,
     Messrs.  Curran  and  Nemeth  were  appointed  to the  Company's  Board  of
     Directors.

<PAGE> 17


                    forestindustry.com, Inc. and Subsidiary

              Notes to Condensed Consolidated Financial Statements
                                  (unaudited)
                   For the Nine Months Ended February 28, 2002

Note 6 - COMMITMENTS (continued)

     In addition,  as an  inducement  to the sale,  the Company  granted each to
     Messrs.  White and McNaught two year  warrants to purchase  110,000  shares
     (220,000 shares in the aggregate) of common stock.

e)   On July 13,  2001,  the  Company  entered  into a loan  agreement  with two
     individuals (the "lenders"), who were thereafter appointed directors of the
     Company.  Pursuant to the terms of the loan  agreement,  the  lenders  have
     agreed to lend to the  Company  an amount up to a maximum of  $65,000.  The
     loan,  secured  by a  general  security  agreement  over the  assets of the
     Company,  bears  interest rate at 10% per annum and is repayable in full by
     December 31, 2001.

     The Company received amounts totaling $41,000  (CDN$63,000) to February 28,
     2002.

f)   In August 2001, the Company entered into a Debt Settlement Agreement with a
     Creditor.  The agreement settles  approximately  $100,402  (CDN$155,710) in
     debt through the payment in cash of $48,380  (CDN$75,000)  and the issuance
     of 100,000 shares of our common stock in full settlement of the debt.

g)   On September 27, 2001, the Company  accepted two promissory  notes from two
     individual  lenders in the  amounts of $3,179  and  $9,537  (CDN$5,000  and
     $15,000).  Both promissory  notes are payable in full on or before December
     31, 2001 and bear twenty percent interest per annum, compounded annually.

h)   On  October 4,  2001,  the  Company  accepted  a  promissory  note from one
     individual lender for the sum of $4,451 (CDN$7,000). The promissory note is
     payable on or before December 31, 2001 and bears a twenty percent  interest
     rate per annum, compounded annually.

i)   On  October 9,  2001,  the  Company  accepted  a  promissory  note from one
     individual lender for the sum of $3,179 (CDN$5,000). The promissory note is
     payable on or before  December 31, 2001 and bears twenty  percent  interest
     rate per annum, compounded annually.

Note 7 - RELATED PARTY TRANSACTION

<TABLE>
<S>                                                                     <C>

                                                                         Nine Months
                                                                         Ended
                                                                         February 28, 2002
                                                                          $

Wages  paid  to the  President  of the  Company  for  management,
administration and supervision services                                  28,994
</TABLE>


NOTE 8 - FINANCIAL INSTRUMENTS

Financial  instruments include cash and equivalents,  accounts  receivable,  and
accounts  payable and accrued  liabilities  and promissory  notes  payable.  The
estimated fair value of such financial  instruments  approximates their carrying
value.

<PAGE> 18


Item 2. Management's Discussion and Analysis

This discussion, other than the historical financial information, may consist of
forward-looking  statements  that  involve  risks and  uncertainties,  including
quarterly and yearly  fluctuations  in results,  the timely  availability of new
communication products, the impact of competitive products and services, and the
other  risks  and   uncertainties,   including  those  relating  to  the  recent
acquisition of a new line of business  described  below.  These  forward-looking
statements  speak  only as of the date  hereof  and  should  not be given  undue
reliance. Actual results may vary significantly from those projected.

The Company was formed on December 18, 1997 under the name Autoeye, Inc. Autoeye
Inc., was formed to acquire Autoeye Inc., an Alberta corporation, that developed
and proposed to manufacture its existing design for a multi-vehicle surveillance
system to monitor large vehicle lots such as car dealerships, fleets and storage
lots.  The proposed  acquisition  of Autoeye Inc., an Alberta  corporation,  was
terminated  in February  1998.  Thereafter  Autoeye's  business  was to evaluate
businesses  for possible  acquisition.  On January 31, 2000, we acquired 100% of
The Forest Industry Online, Inc. Following the transaction,  the shareholders of
The Forest  Industry  Online,  Inc.  owned a majority of  Autoeye's  outstanding
shares of common  stock.  Accordingly,  for  financial  reporting  purposes  the
transaction was accounted for as a reverse  acquisition with The Forest Industry
Online,  Inc. considered the accounting  acquirer.  (See Notes 2(a) and 3 to the
May 31, 2000 consolidated  financial  statements).  As such, The Forest Industry
Online, Inc.'s historical financial statements are now reported as the Company's
financial  statements.  On February 25, 2000, the Company  changed its name from
Autoeye, Inc. to forestindustry.com, Inc. Prior to the acquisition of The Forest
Industry  Online,  Inc.,  the Company had not  generated any revenue and had not
commenced   any   operations   other  than  initial   corporate   formation  and
capitalization.

Overview

We have incurred  losses since our merger in January 2000. Our current  revenues
are not  sufficient to pay all of our  expenses.  Our net losses are expected to
continue  through at least the current  fiscal year. As a result of these losses
and negative cash flows from operations, our ability to continue operations will
depend on our ability to generate revenues for working capital, the availability
of  outside  capital  and our  efforts  at  reducing  expenses  until we achieve
profitability.

During July 2001, the Company's then largest  shareholder sold their shares to a
new group of investors. The new investors consisted of Messrs. Curran and Nemeth
who became  directors  and began to hire new personnel in an attempt to increase
revenues.  During the latter part of calendar year 2001, it was determined  that
we would be unable to profitably operate  forestindustry.com as a public company
unless our liabilities were reduced.  The costs associated with a public company
exceeded  the  revenues  derived  from  our The  Forest  Industry  Online,  Inc.
business.  Therefore,  our majority  shareholders sought potential buyers to pay
off existing debt and our operating business.  During January and February 2002,
the majority  shareholders  held a series of  conversations  and entered into an
agreement  whereby a third party would lend  $250,000 to Mr. Joe  Perraton,  who
would then  acquire  2,000,000 of our shares at $0.10 per share and purchase The
Forest Industry Online,  Inc. business for $50,000.  The $250,000 received by us
would  be  used  to pay off or  settle  existing  accounts  payables  and  other
liabilities.  Mr.  Perraton  would  then  pay off the loan in  exchange  for his
2,000,000 shares. After further discussion,  however, the parties were unable to
enter into a definitive agreement and the proposed transaction was terminated.

We are currently experiencing a cash shortage. Although the core business of The
Forest Industry Online, Inc. is attaining  revenues,  at its current level it is
insufficient to operate and pay for expenses  related to a public company.  As a
result,  we are seeking to raise  capital  through a public  offering of up to 3
million  shares of common stock at $0.10 in order to pay off or settle  accounts
payables and other  liabilities.  No assurance can be given that we will be able
to raise any monies. In the event we are not successful in settling our debts we
may have to file for  bankruptcy.  In addition,  in connection  with the sale of
common stock, we may sell The Forest Industry Online,  Inc. We do not,  however,
have any agreements or understandings with any party that they will purchase the

<PAGE> 19

shares through this offering or we will sell The Forest Industry Online, Inc. In
the event we are able to raise capital to pay off and settle  existing  accounts
payables and other  liabilities  and/or are required to sell The Forest Industry
Online, Inc. we will file the appropriate reports with the SEC.

For the Nine Months ended February 28, 2002 and February 28, 2001

Revenues.  Revenues  decreased  by 22% to  $263,735  for the nine  months  ended
February  28, 2002 as compared  to sales of $338,419  for the nine months  ended
February 28, 2001.  Sales decreased due to higher drop offs to our  subscription
based web  services and fewer new  customers  for our web design  services.  The
customer base decreased to approximately 391 customers and 431 associate members
(non-paying) by February 28, 2002 as compared to approximately  1180 in total at
February  28,  2001.  $145,044  or 55% of revenues  were  derived  from  website
advertising  while the  remaining  $118,691 or 45% of revenues were derived from
web site  design and custom  applications.  In  contrast,  51% of  revenues,  or
$171,448 in the nine months  ended  February  28, 2002 were derived from website
advertising and the balance,  $166,971 or 49% were derived from web site design.
The  decline in  revenues  from web site  design  and  contracting  services  is
attributable to the reduction in sales staff by the company in the twelve months
preceding this period.

Expenses.  Total  expenses for the nine months ended February 28, 2002 decreased
to $595,597 as compared to $1,060,415 for the comparative  period ended February
28, 2002.  Expenses  decreased  due to the  company's  efforts over the previous
twelve months to decrease operating costs.  Selling,  general and administrative
expenses  represented  the  largest  portion of  expenses  totaling  $289,082 as
compared to $815,642 for the comparable  period in 2001. This decrease is due to
the reduction in sales and administration staff and termination of office leases
and other  commitments.  Consulting and professional  fees were $187,758 for the
period ended  February  28, 2002  compared to $103,665 for the nine months ended
February 28, 2001. The Company's  professional fees increased due to an increase
in financial  consulting  services  utilized,  costs  associated with our annual
meeting and the addition of five management  contracts.  Professional  fees also
include legal and accounting  fees relating to the preparation of a registration
statement,  including amendments,  and audited financial statements for the year
ending May 31, 2001.

Net and Comprehensive  Loss. The Company recorded a net loss of $332,222 for the
nine months ended  February 28, 2002  compared to a net loss of $721,996 for the
nine months ended February 28, 2001. The decrease in losses for the period ended
February   28,  2002  is  due  to  the   significant   decrease  in   operating,
administrative and professional expenses through out the twelve months preceding
this period.

Liquidity and Capital Resources

The Company has not been profitable and has experienced negative cash flows from
operations.  Due to the fact that the Company has not generated  sufficient cash
flow to fund all of its  operating  costs,  the  Company  has relied  heavily on
outside  sources of  capital.  During the year ended May 31,  2000,  the Company
raised $750,000  through the sale of its Series A Convertible  Preferred  Stock.
During the year ended May 31, 2001, the Company also raised $200,000 through the
sale of its Series B Convertible  Preferred Stock.  During the nine months ended
February  28, 2002,  the Company  raised a total of $64,477  through  promissory
notes from various individual lenders.  The promissory notes are payable in full
on or before  December 31, 2001 and bear twenty per cent interest per annum.  As
of February 28, 2002 the  promissory  notes had not been re-paid.  The Company's
future operations are dependent upon continued  external funding from additional
capital  investments or borrowed funds.  The Company's  future success will also
depend on its ability to increase revenues and to reduce expenses.  There can be
no assurance  that the Company will be able to raise  capital from these outside
sources in sufficient  amounts to fund the Company's  business  operations or to
successfully reduce expenses until we reach profitability. The failure to secure
adequate  outside funding or settle our  outstanding  debt, will have an adverse
affect on the Company's operating results.

<PAGE> 20

The Company did not invest in property or equipment during the nine months ended
February 28, 2002. The Company expects capital  expenditures will be required in
the future to upgrade its technical infrastructure.

To date,  the Company has not  invested in  derivative  securities  or any other
financial  instruments  that involve a high level of  complexity  or risk. As of
February 28, 2002,  the Company had negative  working  capital of  approximately
$406,965.  The Company will need  additional  capital to sustain its operations.
There is no assurance  that the Company  will be able to obtain  capital it will
need.

In order to reduce our  expenses,  we laid off 9 of our  employees  in November,
2001 and ended the engagement of 11 independent contractors.

<PAGE> 21


                                   PART II

                              Other Information

Items 1, 2, 3, 4 and 5

None.

Item 6. Exhibits and Reports on Form 8-K

None.


                                   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.


                                            forestindustry.com, Inc.

Date:   April 19, 2002                      /S/JOE PERRATON
                                            ------------------------------------
                                            Joe Perraton, President
                                            (Principal Executive Officer and
                                            Financial and Accounting Officer)