UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-QSB/A
                    (Amendment No. 1 filed on March 2, 2001)

 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
              1934 FOR THE QUARTERLY PERIOD ENDED November 30, 2000


                         Commission File Number 0-26673

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


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

         11-2480 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, 13,783,666 issued and outstanding as of November
30, 2000.




<PAGE> 2

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                            forestindustry.com, Inc.
                                 and Subsidiary
                      Condensed Consolidated Balance Sheet
                                   (unaudited)
                                                               (in U.S. Dollars)
Assets                                                         November 30, 2000
--------------------------------------------------------------------------------
Current:
    Cash and cash equivalents                                           $23,065
    Accounts receivable (Net allowance for doubtful
      accounts - November 30, 2000 - $9,765)                             55,608
    Work in process                                                       4,477
    Prepaid expenses and deposits                                         2,882
--------------------------------------------------------------------------------
Total current assets                                                     86,032

Deposit on business acquisition (Note 3)                                     40
Property and equipment                                                  104,167
--------------------------------------------------------------------------------
                                                                       $190,239
================================================================================

Liabilities and Stockholders' Equity
--------------------------------------------------------------------------------
Current:
    Accounts payable and accrued liabilities                           $163,275
    Unearned revenues                                                    35,538
--------------------------------------------------------------------------------
Total current liabilities                                              $198,813
--------------------------------------------------------------------------------
Stockholders' equity:
    Share capital (Note 4)
    Common stock - $0.0001 par value
        30,000,000 authorized; issued and
        outstanding: 13,783,666
        (May 31, 2000- 12,966,521)                                        1,378
    Preferred stock -$0.0001 par value
        5,000,000 authorized; issued and
        outstanding: 200 Series "A" Convertible
        and 200 Series "B" Convertible                                        1
    Additional paid in capital                                        1,247,269
    Deferred stock compensation                                          (8,627)
    Cumulative translation adjustment                                       805
    Deficit                                                          (1,249,400)
--------------------------------------------------------------------------------
Total stockholders' equity                                              $(8,574)
--------------------------------------------------------------------------------
                                                                       $190,239
================================================================================
Commitments (Note 6)
Subsequent events (Note 7)

<PAGE> 3

                     forestindustry.com, Inc. and Subsidiary

                 Condensed Consolidated Statement of Operations
                                   (unaudited)
               For the Six Months Ended November 30, 2000 and 1999

                                                               (in U.S. Dollars)

                                                  2000                     1999
--------------------------------------------------------------------------------
Revenue:
    Sales                                      $ 205,195                $92,382
--------------------------------------------------------------------------------
Expenses:
    Depreciation                                  66,471                  2,669
    Consulting fees                               28,076                      -
    General and administrative                   707,719                 78,419
    Professional fees                             65,683                 10,100
--------------------------------------------------------------------------------
                                                 867,949                 91,188
--------------------------------------------------------------------------------
Net loss (profit) for the period                 662,754                 (1,194)

Deficit, beginning of period                     586,646                 14,863
--------------------------------------------------------------------------------
Deficit, end of period                        $1,249,400                $13,669
================================================================================

Basic and diluted loss per share                 ($ 0.05)               ($0.001)
--------------------------------------------------------------------------------
Weighted average number of shares             13,556,376             10,000,000
================================================================================



<PAGE> 4

                     forestindustry.com, Inc. and Subsidiary

                 Condensed Consolidated Statement of Cash Flows
                                   (unaudited)
               For the Six Months Ended November 30, 2000 and 1999


                                                               (in U.S. Dollars)

                                                 2000                      1999
--------------------------------------------------------------------------------
Operating Activities:
    Net loss for the period                    (662,754)                  1,194
    Adjustments to reconcile
    net loss to net cash used
    in operating activities -
Depreciation                                       66,471                 2,669
Shares issued for services rendered               212,500                     -
    Changes in operating assets and
    liabilities -
         Accounts receivable                       28,543               (10,428)
         Prepaid expenses and deposits             (1,334)                1,447
         Due from related parties                       -                14,113
         Accounts payable and accrued
           liabilities                             33,762                 6,378
         Unearned revenues                         (8,339)                 (529)
--------------------------------------------------------------------------------
Cash flows (used in) operating activities        (326,491)               14,844
--------------------------------------------------------------------------------
Investing Activity:
    Acquisition of capital assets                 (47,407)                6,925
--------------------------------------------------------------------------------
Financing activities:
    Demand bank loan and operating line of
      credit advances (repayment)                       -                (4,788)
    Advances from affiliated company                    -                     -
    Net proceeds from issuance of preferred
      stock                                       200,000                     -
--------------------------------------------------------------------------------
Cash flows provided by (used in) financing
      activities                                   200,000               (4,788)
--------------------------------------------------------------------------------
Net decrease in cash and cash equivalents         (173,898)              16,981

Cash and cash equivalents, beginning of
      period                                       196,963               13,135
--------------------------------------------------------------------------------
Cash and cash equivalents, end of period            23,065               30,116
================================================================================


<PAGE> 5

                     forestindustry.com, Inc. and Subsidiary

              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)
                   For the Six Months Ended November 30, 2000


1 - BASIS OF PRESENTATION

The condensed interim  consolidated  financial  statements  included herein have
been  prepared  by  the  Company,  without  audit,  pursuant  to the  rules  and
regulations of the Securities and Exchange  Commission.  Certain information and
footnote  disclosures  normally  included in accordance with generally  accepted
accounting  principles have been condensed or omitted pursuant to such rules and
regulations.  However, the Company believes that the disclosures are adequate to
make  the   information   presented  not  misleading.   The  condensed   interim
consolidated  financial  statements  should  be read  in  conjunction  with  the
financial  statements and notes thereto  included in the Company's annual report
on Form 10-KSB for the year ended May 31, 2000.

The unaudited  condensed  interim  consolidated  financial  statements  included
herein  reflect,  in the  opinion of  management,  all  adjustments  (consisting
primarily only of normal recurring  adjustments) necessary to present fairly the
results for the interim  periods.  The results of operations  for the six months
ended November 30, 2000 are not necessarily indicative of results to be expected
for the entire year ending May 31, 2001.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a)   Nature and Continuance of Operations

forestindustry.com,  Inc.  (the  "Company")  was  incorporated  in  Delaware  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"), the Company was inactive.

On January 31,  2000,  the Company  acquired  all of the issued and  outstanding
shares of Forest by issuing to Forest's stockholders 10,000,000 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 the Company.

Under the terms of the agreement,  the Company issued  10,000,000  common shares
for all of the 100 common issued and outstanding shares of Forest. As at January
31, 2000, there were 4,927,040 common shares of the Company (after  reflecting a
21:1 stock consolidation that occurred on August 20, 1999 and a subsequent stock
split of 1:40 which occurred on August 21, 1999.  These stock  adjustments  have
been retroactively adjusted and presented as of May 31, 1999 in the Consolidated
Statements of  Stockholders'  Equity).  The  acquisition  was accounted for as a
recapitalization  of Forest. The transaction has been accounted for as a capital
transaction  effectively  representing  an issue of shares by Forest for the net
assets of the  Company.  On  January  31,  2000 the net  assets  of the  Company
consisted of:

          Cash and Equivalents               $ 750,000
          Accounts Payable                     (19,530)
                                        -----------------

                                             $ 730,470
                                        =================

Total costs  related to this  recapitalization  transaction  were  estimated  at
$24,375.  They  include  cash  expense in the  estimated  amount of $15,000  and
non-cash  expense in the amount of $9,375.  The non-cash  expense relates to the
issuance  of 37,500  shares of common  stock of the  Company.  The fair value of
these services

<PAGE> 6

                     forestindustry.com, Inc. and Subsidiary

              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)
                   For the Six Months Ended November 30, 2000

was  estimated  based upon the  estimated  fair value of the shares at $0.25 per
share.   Total  transaction  costs  have  been  recorded  as  a  charge  to  the
stockholders' equity of the Company.

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 interim  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 November 30, 2000, the Company has not been  profitable  and has  experienced
negative cash flows from  operations.  Operations have been financed through the
issuance of preferred 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.

The  accompanying  interim  consolidated  balance  sheet as of November 30, 2000
includes  the  accounts  of the Company  and  Forest.  The related  accompanying
interim consolidated statements of operations and cash flows include the results
of  operations  and cash flows of the  Company  and Forest for the period  ended
November 30, 2000 and of Forest only for the period ended November 30, 1999. All
significant intercompany transactions and balances have been eliminated.

b) Work in Process

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

c) 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 one to ten
years, or their lease terms.

d) Cash and Cash Equivalents

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

e) 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.


<PAGE> 7

                     forestindustry.com, Inc. and Subsidiary

              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)
                   For the Six Months Ended November 30, 2000

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

f) 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.

g) 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.

h) 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
5(b).

Statement of Financial  Accounting  Standards  (SFAS) No. 123,  "Accounting  for
Stock  Based  Compensation",  required  entities  that  continue  to  apply  the
provision of APB Opinion No. 25 for  transactions  with employees to provide for
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.

i) 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> 8

                     forestindustry.com, Inc. and Subsidiary

              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)
                   For the Six Months Ended November 30, 2000


j) 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.

3 - PENDING ACQUISITION

On August 16, 2000, the Company signed a non-binding letter of intent to acquire
C.C. Crow Publishing, Inc. for $330,000 in cash and 400,000 shares of our common
stock.  Crow  was  established  in 1921 and  publishes  market  reports  for the
softwood industry.  This acquisition is subject to several conditions  including
the Company's ability to pay the cash portion of this transaction by the closing
date of December 31, 2000.  There is no assurance that this  acquisition will be
consummated.  The  Company  has issued and placed the  400,000  shares in escrow
pending the  closing of this  transaction.  125,000  shares of this amount are a
non-refundable deposit, which will be issued to the owner of Crow's whether this
acquisition closes or not.

On October 6, 2000,  the pending  acquisition  was cancelled by both parties and
the owner of Crow  volunteered  to return the 400,000  shares of common stock to
us. As of November 30, 2000 the 400,000  shares of common stock had not yet been
returned to treasury.

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 are entitled to  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 "A" preferred stock is convertible,  at the option of the holder, and
at any time after March 16,  2000,  into common stock at 75% of the last ten day
average closing bid price of the Company subject to a maximum conversion rate of
5,000  shares of common  stock  for one share of  preferred  stock and a minimum
conversion rate of 250 shares of common stock for one share of preferred  stock.
In  addition,  if a  registration  statement  in  respect  of the  common  stock
underlying the preferred stock is effective, all Series "A" preferred stock will
be deemed to convert into common stock on or before  January 31, 2001, the first
anniversary date.

On May 10, 2000 the Company  issued  249,221  shares of its common  stock on the
conversion of 375 Series "A" convertible preferred stocks.

On June 15, 2000 the Company  issued  217,145  shares of its common stock on the
conversion of 175 Series "A" convertible preferred stocks.

In August,  2000,  our board of directors  established  our Series "B" preferred
stock and  authorized the issuance of up to 1,200 shares of Series "B" preferred
stock  as part of this  series.  Upon  any  liquidation  or  dissolution  of our
Company,   each  outstanding  Series  "B"  preferred  share  is  entitled  to  a
distribution  of $1,000 prior to any  distribution  to the holders of our common
stock.  The Series "B"  preferred  stocks are not  entitled to any  dividends or
voting rights.

<PAGE> 9

                     forestindustry.com, Inc. and Subsidiary

              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)
                   For the Six Months Ended November 30, 2000

In  August  2000,  the  Company  sold  200  Series  "B"  preferred  stock to two
accredited  institutional  investors  for  $1,000  per  share.  Each  Series "B"
preferred  share may be converted,  at the option of the holder,  into shares of
our common stock equal in number to the amount  determined by dividing $1,000 by
70% of the average  closing  price of our common stock for the five trading days
preceding the  conversion  date,  subject to a maximum of 5,000 shares of common
stock  being  issued for each  Series "B"  preferred  share and a minimum of 250
shares of common stock being issued for each Series "B" preferred share. Holders
of Series "B" preferred  stocks are entitled to 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.

b) Common Stock

On June  15,  2000  certain  holders  of the  Company's  Class  "A"  convertible
preferred stock converted 175 shares into 217,145 shares of common stock.

On June 7, 2000, the Company  issued  200,000 shares of common stock,  valued at
$212,500,  for advertising and marketing services rendered. The Company recorded
an expense of $212,500 for the  issuance of the common  shares based on the fair
market value of the shares on the date of issuance.

On August 16, 2000, the Company issued 400,000 share of common stock,  valued at
$400,000,  to be held in escrow  pending the  acquisition of a company and to be
applied toward the final  acquisition  price on or before December 31, 2000. The
Company recorded an investment of $40 for the issuance of the common shares.  On
October 6, 2000, the pending  acquisition  was cancelled by both parties and the
owner of the company volunteered to return the 400,000 shares of common stock to
treasury.

5 - STOCK OPTIONS

a) Employees

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 250,000 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  500,000
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 and  non-qualified  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.

On February 29, 2000, the Company  granted options to purchase a total of 33,000
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.  Between March and November  2000, the Company
cancelled options to purchase a total of 16,000 shares as the employees who were
granted the options left the Company.

On June 12,  2000,  the  Company  granted  options to purchase a total of 54,000
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 June 2005.
Between  June and November  2000,  the Company  cancelled  options to purchase a
total of 40,000  shares as the  employees  who were granted the options left the
Company.

<PAGE> 10

                     forestindustry.com, Inc. and Subsidiary

              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)
                   For the Six Months Ended November 30, 2000

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 6.0%;  dividend yield of 0%; volatility factors of the expected
market price of the Company's stock of 230%; and an expected life of the options
of 2.5 years.  Accordingly,  compensation  expense  using the fair value  method
would have been $22,550, amortized over their respective vesting period.

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:

                                     Six Months Ended          Six Months Ended
                                    November 30, 2000         November 30, 1999
                                                    $                         $

Net (loss) income as reported                (662,754)                    1,194
Compensation expense from stock
   options under SFAS No. 123                 (11,275)                        -
                                   ---------------------------------------------

Pro forma net (loss) income                  (674,029)                    1,194
                                   =============================================

Pro forma (loss) income per
  common share:
     Basic and Diluted                        (0.05)                      0.001
                                   =============================================

b) Non-Employees

On May 26,  2000,  the  Company  granted  options to  purchase a total of 40,000
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 or after  May 1, 2001 and
expire May 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, a compensation expense
to these stock  options in the amount of $17,253 was recorded as deferred  stock
compensation  to be amortized over their  respective  vesting  periods.  For the
quarter ended November 30, 2000 the Company  recognized an amortization  expense
of $3,690.

<PAGE> 11

                     forestindustry.com, Inc. and Subsidiary

              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)
                   For the Six Months Ended November 30, 2000

c) Additional Stock Option Plan Information

A summary status of the Company's fixed stock option plan and changes during the
period ended November 30, 2000 are as follows. There were no stock options as of
November 30, 1999.

                                           Number of           Weighted Average
                                             Shares              Exercise Price
                                                                              $
Outstanding, November 30, 1999
     Granted                                 127,000                       2.52
     Forfeited                               (56,000)                      2.57
                                         ---------------------------------------

Outstanding, November 30, 2000                71,000                       2.48
                                         =======================================

Options exercisable at end of period             Nil                          -
                                         =======================================

The following  table  summarizes  information  about the  Company's  fixed stock
options outstanding at November 30, 2000:
                                                             Options Outstanding
                  Number             Weighted Average        Weighted Average
Range of          Outstanding at     Remaining Contractual   Exercise
Exercise Prices   November 30, 2000  Life (in years)         Price $
$
4.00 - 4.00             17,000               5                       4.00
2.00 - 2.00             54,000               5                       2.00
                   -------------------------------------------------------------

                        71,000               5                       2.48
                   =============================================================

The options  outstanding at November 30, 2000 will expire  between  February and
June 2005.

6 - COMMITMENTS

a) The  Company  has  entered  into an  agreement  to lease  office  premises in
Nanaimo,  B.C.,  Canada to May 31, 2001. The monthly lease payment is, excluding
operating costs, $1,789.

b) The  Company has entered  into an  agreement  to lease a vehicle to March 09,
2003.  The monthly  lease payment is $529 with an option to purchase the vehicle
at the end of the lease for $14,717.

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

d) The Company entered into an agreement for advertising and marketing  services
for a fee of  $212,500,  which was  settled by the  issuance  of 200,000  common
shares of the Company at $1.25 per share. The contract term is from June 7, 2000
until September 7, 2000.

e) The Company  entered into an agreement to lease office premises in Vancouver,
B.C.  Canada to September 30, 2001.  The monthly  lease  payment was,  excluding
operating  costs,  $2,561.  On August 31, 2000 the Company was released from its
obligations  under  the lease in  return  for  payment  of four  months  rent of
$10,244.

<PAGE> 11

                     forestindustry.com, Inc. and Subsidiary

              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)
                   For the Six Months Ended November 30, 2000


b) The Company entered into a consulting  contract with an individual to perform
various  investor  relations  and  corporate  development  for an initial fee of
$50,000,  which was  settled by the  issuance  of 200,000  common  shares of the
Company at $0.25 per share,  and a monthly fee of $2,414.  In August  2000,  the
Company provided fourteen days notice to the consultant that the agreement would
be  terminated  effective  August 31,  2000.  On August 31, 2000 the  consultant
resigned  from his  position  as Vice  President,  Corporate  Relations  and the
resignation was accepted by the Board of Directors.

c) The Company  entered into an employment  contract with the Chief  Information
Officer ("CIO") to oversee the Company's  technical systems and applications for
a signing bonus of $37,500,  which was settled by the issuance of 150,000 common
shares of the Company at $0.25 per share,  and an annual salary of $51,000.  The
employment contract was from February 29, 2000 to February 28, 2001. On July 21,
2000, the CIO resigned.

d) The Company  entered into a  consulting  contract  with a consulting  firm to
provide strategic  management services for a monthly fee of $3,450. The contract
was from May 26, 2000 to November  26,  2000.  The Company  also  granted to the
principals  of the  consulting  firm stock  options  allowing the  principals to
acquire  40,000  common  shares at an  exercise  price of $2.00 per  share.  The
consultants  terminated the contract by way of mutual release effective July 31,
2000.

e) On September 25, 2000 the Company entered into a consulting  contract with an
individual to perform the duties of Chief Operating Officer for a monthly fee of
$4,078.  Either  party may  terminate  the  agreement  on fourteen  days written
notice.

7 - SUBSEQUENT EVENTS

a) On December 4, 2000, the Company  terminated its agreement to lease a vehicle
to March 09,  2003.  The  buyout of the  lease  was  $1928 and the  vehicle  was
returned to the dealership.

b) On December  18,  2000,  the Company  granted  options to purchase a total of
45,000  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 December 2005.



<PAGE> 14




                                   SIGNATURES


         In accordance with the requirements of the Exchange Act, the registrant
caused  this  amendment  no. 1 to this  report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                    forestindustry.com, Inc.



Date:   March 2, 2001               /S/JOE PERRATON
                                    -------------------------------------
                                    Joe Perraton, President
                                    (Principal Financial and Accounting Officer)