UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB
                    (Amendment No. 1 Filed January 8, 2001)


      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
           ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED August 31, 2000


                         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 Number)
 incorporation or organization)

   11-2480 Kenworth Roa
   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 August
31, 2000.



<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
                                                               August 31, 2000
--------------------------------------------------------------------------------
Current:
   Cash and cash equivalents                                       $165,181
   Accounts receivable (Net allowance for doubtful
     accounts - August 31, 2000 - $21,068)                           60,497
   Work in process                                                   17,266
   Prepaid expenses and deposits                                      7,135
   Due from related parties                                             201
--------------------------------------------------------------------------------
Total current assets                                                250,280

Deposit on business acquisition (Note 3)                                 40
Property and equipment                                              125,963

--------------------------------------------------------------------------------
                                                                   $376,283
================================================================================
Liabilities and Stockholders' Equity
--------------------------------------------------------------------------------
Current:
   Accounts payable and accrued liabilities                        $143,154
   Unearned revenues                                                 47,781
--------------------------------------------------------------------------------
Total current liabilities                                          $190,935
--------------------------------------------------------------------------------
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                                      (12,317)
   Cumulative translation adjustment                                 12,766
   Deficit                                                       (1,063,749)
--------------------------------------------------------------------------------
Total stockholders' equity                                         $185,348
--------------------------------------------------------------------------------
                                                                   $376,283
================================================================================

Commitments (Note 6)
Subsequent events (Note 7)

<PAGE> 4

                     forestindustry.com, Inc. and Subsidiary
                 Condensed Consolidated Statement of Operations
                                   (unaudited)
               For the Three Months Ended August 31, 2000 and 1999

                                                              (in U.S. Dollars)

                                                           2000            1999
--------------------------------------------------------------------------------
Revenue:
   Sales                                                 $122,518       $75,620
--------------------------------------------------------------------------------
Expenses:
   Depreciation                                            11,828         3,944
   Consulting fees                                         21,134           204
   General and administrative                             514,277        99,893
   Professional fees                                       52,382         8,114
--------------------------------------------------------------------------------
                                                          599,621       112,155
--------------------------------------------------------------------------------
Net loss for the period                                   477,103        36,535

Deficit, beginning of period                              586,646        86,445
--------------------------------------------------------------------------------
Deficit, end of period                                 $1,063,749      $122,980
================================================================================

Basic and diluted loss per share                         ($ 0.08)       ($0.01)
--------------------------------------------------------------------------------
Weighted average number of shares                      13,398,262    10,000,000


<PAGE> 5
                     forestindustry.com, Inc. and Subsidiary

                 Condensed Consolidated Statement of Cash Flows
                                   (unaudited)
               For the Three Months Ended August 31, 2000 and 1999


                                                              (in U.S. Dollars)

                                                            2000           1999
--------------------------------------------------------------------------------
Operating Activities:
   Net loss for the period                               (477,103)      (36,535)
   Adjustments to reconcile net loss
   to net cash used in operating activities -
        Depreciation                                       11,828         3,944
        Shares issued for services rendered               212,500            -
   Changes in operating assets and liabilities -
        Accounts receivable                               (23,654)         (430)
        Prepaid expenses and deposits                       2,002        (2,961)
        Due from related parties                             (201)          108
        Accounts payable and accrued liabilities           62,845        (2,983)
        Unearned revenues                                  (3,904)       (1,725)
--------------------------------------------------------------------------------
Cash flows (used in) operating activities                (215,687)      (40,582)

--------------------------------------------------------------------------------
Investing Activity:
   Acquisition of capital assets                          (16,095)       (3,299)
--------------------------------------------------------------------------------
Financing activities:
   Demand bank loan and operating line of
     credit advances (repayment)                               -         (1,611)
   Advances from affiliated company                            -            471
   Net proceeds from issuance of preferred stock          200,000            -

--------------------------------------------------------------------------------
Cash flows provided by (used in) financing activities     200,000        (1,140)
--------------------------------------------------------------------------------
Net decrease in cash and cash equivalents                 (31,782)      (45,021)

Cash and cash equivalents, beginning of period            196,963        13,135
--------------------------------------------------------------------------------
Cash and cash equivalents, end of period                  165,181       (31,886)
================================================================================



<PAGE> 6

                     forestindustry.com, Inc. and Subsidiary
              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)
                   For the Three Months Ended August 31, 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 three months
ended August 31, 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  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




<PAGE> 7
                     forestindustry.com, Inc. and Subsidiary
              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)
                   For the Three Months Ended August 31, 2000

these  services 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 August 31,  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 August  31,  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
August 31, 2000 and of Forest only for the period  ended  August 31,  1999.  All
significant intercompany transactions and balances have been eliminated.

b)   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.

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 five 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 Three Months Ended August 31, 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
8(c).

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> 9
                     forestindustry.com, Inc. and Subsidiary
              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)
                   For the Three Months Ended August 31, 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.

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> 10
                     forestindustry.com, Inc. and Subsidiary
              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)
                   For the Three Months Ended August 31, 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 expense of $400,000 for the  issuance of the common  shares
based on the fair market  value of the shares on the date of  issuance  and will
record an investment of $400,000 when the transaction is completed.

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 August  2000,  the Company
cancelled  options to purchase a total of 4,000 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 August 2000, the Company  cancelled options to purchase a total
of 9,500 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 Three Months Ended August 31, 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 232%; and an expected life of the options
of 2.5 years.  Accordingly,  compensation  expense  using the fair value  method
would have been $130,310, 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:

                                      Three Months Ended     Three Months Ended
                                         August 31, 2000        August 31, 1999
                                                       $                      $

Net (loss) as reported                          (477,103)               (36,535)
Compensation  expense from stock
options under SFAS                               (32,578)                    -
No. 123
                                      ------------------------------------------

Pro forma net (loss)                            (509,681)               (36,535)
                                      ==========================================

Pro forma (loss) per common share:
     Basic and Diluted                            (0.04)                 (0.01)
                                      ==========================================

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

<PAGE> 12
                     forestindustry.com, Inc. and Subsidiary
                     Notes to Condensed Consolidated Financial Statements
                                   (unaudited)
                   For the Three Months Ended August 31, 2000

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 August 31, 2000 the Company recognized an amortization  expense of
$4,936.

c)   Additional Stock Option Plan Information

A summary status of the Company's fixed stock option plan and changes during the
period ended August 31, 2000 are as follows.  There were no stock  options as of
August 31, 1999.

                                        Number of              Weighted Average
                                        Shares                 Exercise Price
                                                               $
Outstanding, August 31, 1999            -                      -
     Granted                            127,000                2.52
     Forfeited                          (13,500)               2.59
                                        ----------------------------------------

Outstanding, August 31, 2000            113,500                2.51
                                        ========================================

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

The following  table  summarizes  information  about the  Company's  fixed stock
options outstanding at August 31, 2000:

                               Options Outstanding
                               -------------------
                    Number               Weighted Average       Weighted Average
Range of            Outstanding at       Remaining              Exercise
Exercise Prices     May 31, 2000         Contractual Life       Price
                                         (in years)
$                                                               $

4.00 - 4.00         29,000               5                      4.00
2.00 - 2.00         84,500               5                      2.00
                    ------------------------------------------------------------

                    113,500              5                      2.51
                    ============================================================

The options outstanding at August 31, 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.


<PAGE> 13
                     forestindustry.com, Inc. and Subsidiary
              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)
                   For the Three Months Ended August 31, 2000

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.

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.

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.

7 - SUBSEQUENT EVENTS

a)   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.

b)   On October 5, 2000 the Company appointed Greg Millbank as a Director of the
     Company.

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

<PAGE> 14

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'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's  strategy is to become an internet leader in supporting
an e-focused marketplace for the highly fragmented global forest industry.

For the Three Months ended August 31, 2000 and August 31, 1999

Revenues.  Revenues  increased 62% to $122,518 for the three months ended August
31, 2000 as compared to sales of $75,620 for the three  months  ended August 31,
1999.  Increased  sales were  attributable  to an increase in subscribers to the
Company's web site services and web design services. The customer base increased
to approximately  1100 customers by August 31, 2000 as compared to approximately
360 at August 31,  1999.  $66,373 or 54% of revenues  were  derived from website
design services while the remaining $56,145 or 46% of revenues were derived from
web site advertising.

Expenses. Total expenses for the three months ended August 31, 2000 increased to
$599,621 as compared to $112,155  for the  comparative  period  ended August 31,
1999.  Selling,  general and  administrative  expenses  represented  the largest
portion of expenses increasing over 500% from $99,893 for the three months ended
August 31, 1999 to $514,277 for the comparable  period in 2000. This increase is
due to the hiring of additional  sales and technical  staff,  attendance at more
trade shows during this period and acquisition  costs and related public company
reporting  requirements.  The Company also recorded a  compensation  expense for
stock issued for services  rendered in the amount of  $212,500.  Consulting  and
professional  fees were $52,382 for the period ended August 31, 2000 compared to
$8,114 for the three months ended August 31, 1999.  The  Company's  professional
fees  increased by over 600% due to the private  placement  conducted in August,
the pending acquisition and compliance with reporting requirements. Professional
fees also included  legal and accounting  fees relating to the  preparation of a
registration  statement and audited financial statements for the year ending May
31, 2000.

Net and Comprehensive  Loss. The Company recorded a net loss of $477,103 for the
three  months  ended  August 31, 2000  compared to a net loss of $36,535 for the
three months ended August 31, 1999.  The increase in losses for the period ended
August 31, 2000 is due to the significant increase in operating,  administrative

<PAGE> 15

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 three months ended August 31,
2000,  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  three  months  ended  August  31,  2000 have
consisted  mainly of  purchasing  property  and  equipment,  primarily  computer
hardware  and  software.  Capital  expenditures  totalled  $16,095 for the three
months ended  August 31, 2000 and $119,377 for the year ended May 31, 2000.  The
Company expects capital  expenditures  will increase and growth in its personnel
and 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 August 31, 2000, the Company had working capital of approximately $59,345.
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

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


<PAGE> 16

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 August 31, 2000, the
Company  did not have any  commitments  from any  source to  provide  additional
capital.

                                     PART II

                                Other Information

    Items 1, 3 and 4

    None.

    Item 2.  Changes in Securities and Use of Proceeds

In August,  the Company's  Board of Directors  authorized  the issuance of up to
1,200  shares of Series  "B"  Preferred  Stock.  Among the terms of the Series B
Preferred Stock is the requirement  that upon any liquidation and dissolution of
the Company, each outstanding share of Series B Preferred Stock is entitled to a
distribution of $1,000 prior to any distribution to the holders of common stock.
The Series B preferred  stockholders are not entitled to any dividends or voting
rights.  Each share of Series B Preferred Stock may be converted,  at the option
of the holder,  into shares of the Company's common stock equal in number to the
amount  determined by dividing $1,000 by 70% of the average closing price of the
Company's  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.  On August 1, 2000,  the Company sold
200  shares  of its  Series B  Convertible  Preferred  Stock  to two  accredited
institutional  investors  for  aggregate  proceeds of $200,000.  The sale of the
Company's Series B Preferred Stock was exempt from registration pursuant to Rule
506 of Regulation D of the Securities and Exchange  Commission and Regulation S.
All shares of the preferred stock were acquired for investment purposes only and
without a view to  distribution.  All of the persons who acquired the  Company's
Series  B  preferred  stock  were  fully  informed  and  advised  about  matters
concerning  the Company,  including  its business,  financial  affairs and other
matters.  The certificates  evidencing the Series B Preferred Stock bear legends
stating that they may not be offered, sold or transferred other than pursuant to
an  effective  registration  statement  under  the  Securities  Act of 1933,  or
pursuant to an applicable exemption from registration.

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

<PAGE> 17

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.

Subsequent to the end of the fiscal quarter the Company  appointed Greg Millbank
as a Director and Chief Operating Officer of the Company.

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:   January 5, 2001            /s/ Joe Perraton
                                   -------------------------------------------
                                   Joe Perraton
                                   President
                                   (Principal Financial and Accounting Officer)