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, 2001


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

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



            DELAWARE                                 98-0207081
        ---------------                  ------------------------------------
        (State of other                  (I.R.S. Employer Identification
        jurisdiction of                  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, 14,610,643 issued and outstanding as of February
28, 2001.




<PAGE> 2

                                      INDEX



                                                                            PAGE

PART I - FINANCIAL INFORMATION

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

     ITEM 2.  Management's Discussion and Analysis ...........................13


PART II - OTHER INFORMATION

     ITEM 1.  Legal Proceedings...............................................15

     ITEM 2.  Changes in Securities...........................................15

     ITEM 3.  Defaults upon Senior Securities.................................15

     ITEM 4.  Submission of Matters to a Vote of Security Holders.............15

     ITEM 5.  Other Information...............................................16

     ITEM 6.  Exhibits and Reports on Form 8-K................................16



<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, 2001
Current:
    Cash and cash equivalents                                           $19,771
    Accounts receivable (Net allowance for doubtful
      accounts - February 28, 2001 - $10,161)                            84,853
    Work in process                                                       6,423
    Prepaid expenses and deposits                                         5,276
--------------------------------------------------------------------------------
Total current assets                                                    116,323

Deposit on business acquisition (Note 3)                                     40
Property and equipment                                                  110,765
Research and development                                                  5,340

--------------------------------------------------------------------------------
                                                                       $232,468
================================================================================

Liabilities and Stockholders' Equity
--------------------------------------------------------------------------------
Current:
    Accounts payable and accrued liabilities                           $265,268
    Unearned revenues                                                    29,595
--------------------------------------------------------------------------------
Total current liabilities                                              $294,863
--------------------------------------------------------------------------------
Stockholders' equity:
    Share capital (Note 4)
    Common stock - $0.0001 par value
        30,000,000 authorized; issued and outstanding:
        14,610,643 (May 31, 2000- 12,966,521)                             1,461
    Preferred stock -$0.0001 par value
          5,000,000 authorized; issued and outstanding:
          200 Series "B" Convertible                                          1
    Additional paid in capital                                        1,247,269
    Deferred stock compensation                                          (4,313)
    Cumulative translation adjustment                                     1,829
    Deficit                                                          (1,308,642)
--------------------------------------------------------------------------------
Total stockholders' equity                                             $(62,395)
--------------------------------------------------------------------------------
                                                                       $232,468
================================================================================

Commitments (Note 6)
Subsequent events (Note 7)


<PAGE> 4
                     forestindustry.com, Inc. and Subsidiary

                 Condensed Consolidated Statement of Operations
                                   (unaudited)
              For the Nine Months Ended February 28, 2001 and 2000

                                                         (in U.S. Dollars)

                                                 2001                   2000
--------------------------------------------------------------------------------
Revenue:
    Sales                                      $338,419               $264,144
--------------------------------------------------------------------------------
Expenses:
    Depreciation                                 51,117                  8,753
    Consulting fees                             103,665                 17,490
    General and administrative                  815,642                312,078
    Professional fees                            89,991                 33,411
--------------------------------------------------------------------------------
                                              1,060,415                371,732
--------------------------------------------------------------------------------
Net loss (profit) for the period                721,996                107,588

Deficit, beginning of period                    586,646                 42,070
--------------------------------------------------------------------------------
Deficit, end of period                       $1,308,642               $149,658
================================================================================

Basic and diluted loss per share               ($ 0.05)                ($0.01)
--------------------------------------------------------------------------------
Weighted average number of shares            13,729,996             10,530,371
================================================================================

<PAGE> 5

                     forestindustry.com, Inc. and Subsidiary

                 Condensed Consolidated Statement of Cash Flows
                                   (unaudited)
              For the Nine Months Ended February 28, 2001 and 2000


                                                         (in U.S. Dollars)

                                                         2001             2000
--------------------------------------------------------------------------------
Operating Activities:
    Net loss for the period                            (721,996)       (107,588)
    Adjustments to reconcile net loss to
     net cash used in operating
    activities -
         Depreciation                                    51,117           8,753
         Shares issued for services rendered            212,500           8,050
         Foreign Exchange Loss                                -           5,885
    Changes in operating assets and liabilities -
         Accounts receivable                                702         (22,324)
         Prepaid expenses and deposits                   (3,728)         (4,565)
         Accounts payable and accrued liabilities       135,755          30,454
         Unearned revenues                              (14,282)         33,742
         Work in process                                  2,714               -
--------------------------------------------------------------------------------
Cash flows (used in) operating activities              (337,218)        (47,593)
--------------------------------------------------------------------------------
Investing Activity:
    Acquisition of capital assets                       (39,974)        (37,712)
--------------------------------------------------------------------------------
Financing activities:
    Demand bank loan and operating line of
      credit advances (repayment)                             -         (60,860)
    Advances from affiliated company                          -         (71,229)
    Advance from (to) shareholders                            -         (18,348)
    Net proceeds from issuance of
     preferred stock                                    200,000         750,000
--------------------------------------------------------------------------------
Cash flows provided by (used in) financing
 activities                                             200,000         599,563
--------------------------------------------------------------------------------
Net decrease in cash and cash equivalents              (177,192)        514,258

Cash and cash equivalents, beginning of period          196,963           3,547
--------------------------------------------------------------------------------
Cash and cash equivalents, end of period                 19,771         517,805
================================================================================

<PAGE> 6

                     forestindustry.com, Inc. and Subsidiary

              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)
                   For the Nine Months Ended February 28, 2001


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 nine months
ended February 28, 2001 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  which  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> 7
                    forestindustry.com, Inc. and Subsidiary

              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)
                   For the Nine Months Ended February 28, 2001


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 February 28, 2001, 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 February 28, 2001
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
February 28, 2001 and for the period ended  February 29, 2000.  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> 8


                     forestindustry.com, Inc. and Subsidiary

              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)
                   For the Nine Months Ended February 28, 2001

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
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.

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> 9
                     forestindustry.com, Inc. and Subsidiary
              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)
                   For the Nine Months Ended February 28, 2001

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 February 28, 2001 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.

On January 31, 2001 the Company issued 876,977 shares of its common stock on the
conversion of 200 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

<PAGE> 10
                     forestindustry.com, Inc. and Subsidiary
              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)
                   For the Nine Months Ended February 28, 2001

distribution to the holders of our common stock. The Series "B" preferred stocks
are not entitled to any dividends or voting rights.

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.

On January 31, 2001 the Company issued 876,977 shares of its common stock on the
conversion of 200 Series "A" convertible preferred stocks.

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 February  2001, the Company
cancelled options to purchase a total of 16,000 shares as the employees who were
granted the options left the Company.

<PAGE> 11
                     forestindustry.com, Inc. and Subsidiary
              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)
                   For the Nine Months Ended February 28, 2001

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 February  2001,  the Company  cancelled  options to purchase a
total of 42,000  shares as the  employees  who were granted the options left the
Company.

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. Between December and February 2001, the Company cancelled options
to  purchase  a total of 5,000  shares as the  employees  who were  granted  the
options left the Company.

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 307%; and an expected life of the options
of 2.5 years.  Accordingly,  compensation  expense  using the fair value  method
would have been $5,920 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:

                                   Nine Months Ended          Nine Months Ended
                                   February 28, 2001          February 29, 2000
                                                   $                          $

Net (loss) income as reported              (721,996)                  (107,588)
Compensation expense from stock
 options under SFAS No. 123                  (5,920)                         -
                                  ----------------------------------------------

Pro forma net (loss) income                (727,916)                  (107,588)
                                  ==============================================

Pro forma (loss) income per common
 share:
     Basic and Diluted                        (0.05)                     (0.01)
                                  ==============================================

<PAGE> 12
                     forestindustry.com, Inc. and Subsidiary
              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)
                   For the Nine Months Ended February 28, 2001

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
period ended February 28, 2001 the Company recognized an amortization expense of
$12,940.

c) Additional Stock Option Plan Information

A summary status of the Company's fixed stock option plan and changes during the
period ended February 28, 2001 and for the period ended February 29, 2000 are as
follows.

                                             Number of          Weighted Average
                                                Shares           Exercise Price
                                                                              $
Outstanding, February 29, 2000                  33,000                 4.00
     Granted                                    99,000                 1.36
     Forfeited                                 (63,000)                2.40
                                       -----------------------------------------

Outstanding, February 28, 2001                  69,000                 1.68
                                       =========================================

Options exercisable at end of period            57,000                 1.61
                                       =========================================

The following  table  summarizes  information  about the  Company's  fixed stock
options outstanding at February 28, 2001:

                                          Options Outstanding          Weighted
                               Number     Weighted Average             Average
Range of               Outstanding at     Remaining Contractual        Exercise
Exercise Prices     February 28, 2001     Life (in years)              Price
$                                                                             $
4.00 - 4.00                    17,000                   5                 4.00
2.00 - 2.00                    12,000                   5                 2.00
0.60 - 0.60                    40,000                   5                 0.60
                   -------------------------------------------------------------
                               69,000                   5                 1.68
                   =============================================================

The options  outstanding at February 28, 2001 will expire  between  February and
December 2005.

<PAGE> 13

                     forestindustry.com, Inc. and Subsidiary
              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)
                   For the Nine Months Ended February 28, 2001

6 - COMMITMENTS

a) The Company  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  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.  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.

c) The Company 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 was 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.

f) 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.

g) 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 and  voluntarily  returned  50,000  common shares to the
Company.

h) 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.

i) 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. The consulting  contract was terminated by mutual consent on January 31,
2001.

j) On January 31,  2001 the  Company  amended  the  employment  agreement  dated
January 31, 2000 with its President and Chief Executive Officer and entered into
a new agreement for a term of 2 years and annual salary of $70,000.

<PAGE> 14

                     forestindustry.com, Inc. and Subsidiary
              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)
                   For the Nine Months Ended February 28, 2001


7 - SUBSEQUENT EVENTS

a) On March 13, 2001 the Company issued  1,000,000 shares of its common stock on
the  conversion  of  200  Series  "B"   convertible   preferred   stock  to  two
institutional investors.

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

The Company is an  internet  service  provider  to the forest and wood  products
industry. The Company's website includes information and advertising relating to
forest and logging; wood processing and logs; and lumber and wood products.  The
Company is also in the process of establishing a  business-to-business  exchange
to  support  the  purchase  and sale of wood,  wood  products  and wood  related
services.  The Company also plans on designing web-based training and compliance
programs and establishing a market information  service.  The Company's strategy
is to become an internet  leader in supporting an e-focused  marketplace for the
highly fragmented global forest industry.

For the Nine Months ended February 28, 2001 and February 29, 2000

Revenues.  Revenues increased 22% to $338,419 for the nine months ended February
28, 2001 as compared to sales of $264,144 for the nine months ended February 29,
2000.  Increased  sales were  attributable  to an increase in subscribers to the
Company's  web site  services and greater  demand for web design  services.  The
customer base increased to approximately  1180 customers by February 28, 2001 as
compared to approximately 500 at February 29, 2000.  $171,448 or 51% of revenues
were derived from website design services while the remaining $166,971 or 49% of
revenues were derived from web site advertising.

<PAGE> 15

Expenses.  Total  expenses for the nine months ended February 28, 2001 increased
to $1,060,415 as compared to $371,732 for the comparative  period ended February
29, 2001. Selling,  general and administrative  expenses represented the largest
portion of expenses increasing over 260% from $312,078 for the nine months ended
February 29, 2000 to $815,642 for the comparable  period in 2001.  This increase
is due to the hiring of additional sales and technical staff, attendance at more
trade  shows  during  this  period and  termination  of office  leases and other
commitments.  The Company also recorded a compensation  expense for stock issued
for services  rendered in the amount of $212,500.  Consulting  and  professional
fees were  $103,665 for the period ended  February 28, 2001  compared to $17,490
for the nine months ended  February 29, 2000.  The Company's  professional  fees
increased due to the private  placement  conducted in August,  the  contemplated
acquisition,  compliance with public reporting  requirements and the addition of
one management  contract.  Professional  fees also included legal and accounting
fees  relating  to  the  preparation  of  a  registration  statement,  including
amendments, and audited financial statements for the year ending May 31, 2000.

Net and Comprehensive  Loss. The Company recorded a net loss of $721,996 for the
nine months ended  February 28, 2001  compared to a net loss of $107,588 for the
nine months ended February 29, 2000. The increase in losses for the period ended
February   28,  2001  is  due  to  the   significant   increase  in   operating,
administrative  and  professional  expenses and the  recording  of  compensation
expenses  relating to the  issuance of common stock for services and granting of
stock options to non-employees.

Liquidity and Capital Resources

The Company is in a growth  stage in which  expenses are expected to increase as
the Company  implements its business  plan. 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 nine months ended February 28,
2001,  the  Company  also  raised  $200,000  through  the  sale of its  Series B
Convertible  Preferred Stock. 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 and  establish  its online  business  exchange
auction  website for the forest and wood  industries.  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
expand its online  business.  The failure to secure adequate  outside funding or
establish  the forest and wood  industry  auction  website would have an adverse
affect on the Company's operating results.

Investing  activities  during  the nine  months  ended  February  28,  2001 have
consisted  mainly of  purchasing  property  and  equipment,  primarily  computer
hardware and software. Capital expenditures totalled $22,680 for the nine months
ended  February  28,  2001 and  $119,377  for the year ended May 31,  2000.  The
Company expects capital  expenditures  will increase and growth in its technical
infrastructure will be required to support the growing customer base.

To date,  the Company has not  invested in  derivative  securities  or any other
financial  instruments  that  involve a high level of  complexity  or risk.  The
Company expects, that in the future, cash in excess of current requirements will
continue  to be invested in high  credit  quality,  interest-bearing  securities
until utilized in business operations.

As  of  February  28,  2001,  the  Company  had  negative   working  capital  of
approximately $178,540. The Company anticipates obtaining the additional capital
which it will require through revenues from operations and through a combination
of debt and equity  financing.  The Company will also consider joint ventures or
strategic  alliances to develop future programs.  There is no assurance that the
Company will be able to obtain capital it will need or that the estimates of its
capital requirements will prove to be accurate.

In order to reduce our  expenses,  we laid off 17 of our  employees in November,
2000.  We plan on building our  operations  and  re-hiring  our  employees  once
revenues exceed our operating costs.

<PAGE> 16

Factors Affecting Future Operating Results

The Company is still in the early stages of developing its website and marketing
its internet services.  Consequently,  it has only a limited history of revenues
and business track record.

The Company  expects its  expenses  will  increase  during the  remainder of the
fiscal year as a result of increased marketing expenses and the expansion of its
online services.  The Company's  ability to successfully  operate and expand its
website and market its services will depend on, among other things:

     o    the continued  improvement  of its internet  technology to support the
          forest and wood industry;

     o    the development and expansion of its internet services;

     o    the expansion of its subscriber base; and

     o    the  establishment  of its  website as an  effective  advertising  and
          business medium for the forest and wood industry.

The  success  of the  Company  will also  depend on its  ability  to  respond to
technological  advances and emerging industry  standards in a cost-effective and
timely  manner.  The Company may not have the technical or financial  ability to
respond to these technical challenges.

Until revenues are sufficient to support the Company's business,  it will depend
to a significant  extent on outside  capital to pay for the  development  of its
e-commerce  business.  Such outside  capital may include the sale of  additional
stock and/or commercial  borrowing.  There can be no assurance that capital will
be available if necessary to the Company to meet these  operational costs or, if
the capital is available,  it will be on terms  acceptable  to the Company.  The
issuance  of  additional  equity  securities  by the Company  would  result in a
further dilution in the equity interests of the current stockholders.  Obtaining
commercial  loans,  assuming  those loans would be available,  will increase the
Company's liabilities and future cash commitments.  As of February 28, 2001, the
Company  did not have any  commitments  from any  source to  provide  additional
capital.

<PAGE> 17


                                     PART II

                                Other Information

Items 1, 2, 3 and 4

None.

Item 5. Other Information

On August 16, 2000 the Company signed a non-binding  letter of intent to acquire
all of the issued and  outstanding  shares of C.C.  Crow  Publications,  Inc. in
exchange for 400,000 shares of the Company's  common stock and $330,000 in cash.
The transaction is subject to several  conditions prior to closing.  The Company
has issued 400,000  shares of its common stock,  which has been placed in escrow
pending the consummation of this transaction. The Company has until December 31,
2000 to raise sufficient  capital to acquire the business.  The Company plans to
obtain the  necessary  capital  through  debt and/or  equity  financing.  If the
Company fails to raise  sufficient  capital or for some other reason decides not
to  consummate  this  acquisition,  it will  forfeit a deposit  in the amount of
125,000 shares of its common stock.  On October 6, 2000,  both parties agreed to
terminate  the letter of intent and the owner of C.C.  Crow  Publications,  Inc.
volunteered to return the 400,000 shares to the Company. As of February 28, 2001
the 400,000 common shares had not yet been returned.

Item 6. Exhibits and Reports on Form 8-K

The Exhibits in the  following  table have been filed as part of this  Quarterly
Report on Form 10-QSB:

a)          Exhibit Number                      Description of Exhibit
            --------------                      ----------------------

                 27                             Financial data schedule

b)       Reports on Form 8-K

     1.   On August 24, 2000,  the Company filed a Form 8-K/A  amending the Form
          8-K previously  filed on February 15, 2000 and amended on February 16,
          2000.  The Form 8-K/A  amended the  previously  reported  Item 1 event
          relating to the acquisition of The Forest Industry Online, Inc. by the
          Company and the resulting change in control of the Company.

     2.   On August 24, 2000,  the Company filed a Form 8-K/A  amending the Form
          8-K  previously  filed on March 8, 2000.  The Form 8-K/A  amended  the
          previously reported Item 4 event relating to its change of accountants
          and an Item 5 event relating to its name change to forestindustry.com,
          Inc.

     3.   On August 30, 2000,  the Company  filed a Form 8-K to report an Item 2
          event relating to the proposed  acquisition of C.C. Crow Publications,
          Inc.


<PAGE> 18



                                   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 10, 2001                      /S/JOE PERRATON
                                            -----------------------------------
                                            Joe Perraton, President
                                            (Principal Financial and Accounting
                                            Officer)