`U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-QSB



Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934


For the Quarter Ended March 31, 2001                 Commission File No. 0-31319


PRICE NET USA, INC.

(Exact name of Registrant as specified in its charter)


          NEVADA                                         33-0775716
------------------------------                   -----------------------
(State or other jurisdiction of                  (I.R.S. Employer I.D. No.)
Incorporation or organization)

2575 McCabe Way, Irvine California                      92614
(Address of Principal Executive Offices)             (Zip Code)


(949) 225-6200
(Registrant's Telephone Number, including Area Code)


Indicate by check mark whether the Registrant (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 such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for at least the past 90 days.

     Yes     X     No


The number of shares outstanding of each of the Registrant's classes of common
equity, as of March 31, 2001 is as follows:

Class of Securities               Shares Outstanding

Common Stock, $.001 par value        16,771,366




TABLE OF CONTENTS

                                                                 Page of Report


PART I. FINANCIAL INFORMATION

Item 1.     Financial Statements.                                         3

Consolidated Balance Sheet,
as of March 31, 2001 and December 31, 2000
(Unaudited)                                                               3

Consolidated Statement of Operations,
for the Three Months Ended
March 31, 2001 and 2000 (Unaudited)                                       4

Statement of Stockholder's Equity,
For the period from October 7, 1997 to March 31, 2001 (Unaudited)         5

Statement of Cash Flow,
For the Three Months ended March 31, 2001 and 2000
(Unaudited)                                                               6

Notes to Financial Statements (Unaudited)                               7 - 13


Item 2. Management's Discussion and Analysis or Plan of Operation.        14


PART II. OTHER INFORMATION                                                16

Item 1. Legal Proceedings.                                                16

Item 2. Changes in Securities.                                            16

Item 3. Defaults Upon Senior Securities.                                  16

Item 4. Submission of Matters to a Vote of Security Holders.              16

Item 5. Other Information.                                                16

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


Signatures                                                                17


2



PART I. FINANCIAL INFORMATION
Price Net USA, Inc.
Consolidated Balance Sheet
as of March 31, 2001 and December 31, 2000
Unaudited

                                             March 31, 2001          December 31, 2000

Assets

Cash                                                                           4,235
Receivables                                     116,129                      146,129
Inventory                                             -                            -
Prepaids
                                                -------                      -------
Total Current Assets                            116,129                      150,364
                                                -------                      -------
Equipment and Furniture, net of depreciation    863,471                      909,782

Investment                                      168,750                      187,500
NCN Client Files                              1,125,000                    1,500,000
Deposits                                          8,080                        8,080
                                                -------                      -------
Total Assets                                  2,281,430                    2,755,726
                                                =======                      =======
Liabilities

Bank Overdraft                                      685
Accounts Payable                              1,205,825                    1,024,832
Other Current Liabilities
1,879,779                                     1,761,415
Notes Payable                                 1,028,423                    1,028,423
                                                -------                      -------
Total Current Liabilities                     4,114,712                    3,814,670
                                                -------                      -------

Stockholders' Equity

Preferred Stock, 25,000,000 shares authorized
     none outstanding, par value $0.001               -

Common Stock, 50,000,000 shares
     authorized, 16,770,866 and
     12,147,234 shares outstanding
     par value $0.001                            16,771                       16,771

Paid in Capital                              18,379,338                   18,379,338

Stock Subscribed                               (330,000)                    (330,000)

Retained Earnings (Loss)                    (19,899,391)                 (19,125,053)
                                                -------                      -------
Total Stockholders' Equity                   (1,833,282)                  (1,058,944)
                                                -------                      -------
Total Liabilities and Stockholders' Equity    2,281,430                    2,755,726
                                                =======                      =======

The accompanying notes are an integral part of these statements.

3


Price Net USA, Inc.
Consolidated Statement of Operations
for the three months ended March 31, 2001 and March 31, 2000
Unaudited
                                             Three Months Ended          Three Months Ended
                                             March 31, 2001               March 31, 2000

Revenue
     Mall, Service and Product Sales                  -                    2,416,259
     Telephone Service Revenue                  151,663                      233,875
     Other Income
                                                -------                      -------
     Total Revenue                              151,663                    2,650,134
                                                -------                      -------
Costs of Sales
     Costs of Goods Sold                             49                      213,035
     Commissions                                 47,550                    2,122,140
                                                -------                      -------
     Total Costs of Sales                        47,599                    2,335,175
                                                -------                      -------
Gross Profit (Loss)                             104,064                      314,959
                                                -------                      -------
Expenses
     Payroll, Professional Fees                  72,559                    1,846,884
     Rent                                       183,493                      244,662
     Advertising and Promotion                        -                       82,414
     Training, Relocation
     Amortization                               393,750                      267,231
     Depreciation                                46,311                       28,944
     Interest Expense                                 -                        1,672
     Bad Debt
     Impairment of Intangibles
     Inventory Valuation Reduction
     Other General and Administrative Expenses  182,289                      450,294
                                                -------                      -------
     Total Expenses                             878,402                    2,922,101
                                                -------                      -------
Income Before Income Taxes                     (774,338)                  (2,607,142)
                                                -------                      -------
Provision for Income Taxes                            -                            -
                                                -------                      -------
Net Income (Loss)                              (774,338)                  (2,607,142)
                                                =======                      =======
Basic Earnings per Share                          (0.05)                       (0.18)
                                                -------                      -------
Basic Weighted Average Number of Shares      14,288,085                   14,250,966
                                                -------                      -------
Diluted Earnings per Share                        (0.05)                       (0.17)
                                                -------                      -------
Diluted Weighted Average Number of Shares    15,665,852                   15,404,966
                                                -------                      -------
The accompanying notes are an integral part of these statements.

4



Price Net USA, Inc.
Statement of Stockholder's Equity
for the period from October 7, 1997 through March 31, 2001
                                                       (Unaudited)
                                   Common Stock          Paid in     Stock          Retained     Total
                                   Shares     Amount     Capital     Subscribed     Earnings     Equity

Capitalization                  2,250,010       2,250     22,750                                   25,000
                                                                                                        -
Retained Earnings (Loss)                                                             (201,737)   (201,737)
                                  -------    -------- ----------   ---------       ----------   ---------
                                                                                                        -
Balance, December 31, 1997      2,250,010       2,250     22,750           -         (201,737)   (176,737)
                                                                                                        -
Merger Price Net and Gold Star  1,100,000       1,100     (6,550)                                  (5,450)
Stock Sales 504 Offering        1,205,349       1,205    998,484                                  999,689
Stock Sale Private Offering        25,000          25     29,975                                   30,000
                                                                                                        -
Retained Earnings (Loss)                                                           (1,320,920) (1,320,920)
                                  -------    -------- ----------   ---------       ----------   ---------
                                                                                                        -
Balance,December 31, 1998       4,580,359       4,580  1,044,659           -       (1,522,657)   (473,418)
                                                                                                        -
Stock Sales                     6,161,695       6,162 11,253,728                               11,259,890
Stock for NCN Purchase          1,090,160       1,090  2,996,850                                2,997,940
Stock Subscribed                  315,020         315    629,725    (630,040)                           -
                                                                                                        -
Retained Earnings (Loss)                                                           (2,607,142) (2,607,142)
                                  -------    -------- ----------   ---------       ----------   ---------
Balance, December 31, 1999     12,147,234      12,147 15,924,962    (630,040)      (4,129,799) 11,177,270

Stock Sales                     3,123,632       3,124  2,130,916                                2,134,040
MNS Purchase                      500,000         500    124,500                                  125,000
International Rights Purchase   1,000,000       1,000    499,000                                  500,000
Stock Subscription Cancelled                            (300,040)    300,040                            -

Retained Earnings (Loss)                                                             (774,338)   (774,338)
                                  -------    -------- ----------   ---------       ----------   ---------
Balance, December 31, 2000     16,770,866      16,771 18,379,338    (330,000)      (4,904,137) 13,161,972

Retained Earnings (Loss)                                                             (774,338)   (774,338)
                                  -------    -------- ----------   ---------       ----------   ---------
Balance, March 31, 2001        16,770,866      16,771 18,379,338    (330,000)      (5,678,475) 12,387,634
                                  =======    ======== ==========   =========       ==========   =========

The accompanying notes are an integral part of these statements.

5


Price Net USA, Inc.
Statement of Cash Flow
for the three months ended March 31, 2001 and 2000
                                        (Unaudited)
                                        Three Months Ended          Three Months Ended
                                        March 31, 2001               March 31, 2000

Cash from Operations

Net Loss                                      (774,338)                    (2,607,142)

Expenses paid for with common stock                                         1,522,772
Net Change in Receivables                       30,000                        (14,152)
Net Change in Inventory
Depreciation                                    46,311                         36,800
Amortization                                   393,750                        147,231
Payables and Bank Overdraft                    299,357                        (21,434)
Writedown of Assets
Impairment of Intangible Assets
Prepaids
Deposits                                                                        4,112
                                               -------                        -------
     Total Cash from Operations                 (4,920)                      (931,813)
                                               -------                        -------
Cash Used in Investments
     Cash Used in Merger
     Sale of Stock held as Investment                                          19,500
     Merger with Eagle
     Purchase of International Rights
     Purchase of Fixed Assets                                                (119,538)
                                               -------                        -------
     Total Cash Used for Investments                 -                       (100,038)
                                               -------                        -------
Cash from Financing
     Notes and Loans                                                           24,650
     Sales of Stock
                                               -------                        -------
     Total Cash from Financing                       -                         24,650
                                               -------                        -------
Net Change in Cash                              (4,920)                    (1,007,201)

Beginning Balance                                4,235                        938,272
                                               -------                        -------
Ending Balance                                    (685)                       (68,929)
                                               =======                        =======

The accompanying notes are an integral part of these statements.

6



PRICE NET USA, INC.
NOTES TO FINANCIAL STATEMENTS

NOTE 1.  GENERAL BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Price Net U.S.A., Inc. was originally organized in Nevada as Gold Star Gaming,
Inc. on May 31, 1994.  We were founded in order to market and operate an
internet-based company that supports a home-based business.

Internet Shopping Mall Concept

We market an extensive line of products and services on the internet.
Customers have the service, convenience and advantage of using the internet
from their home or office to make purchases.

Marketing through Networking

We market products and services to retail consumers as well as business to
business.  We utilize a network-marketing program of independent
representatives and mall operators to sell their products and services.  The
mall operators typically pay an initial setup and training charge, and a
monthly mall maintenance fee.  This program offers us the advantage of a
rapidly expanding sales force without the normal upfront and ongoing costs of
maintaining a sales organization of this size.  Each mall operator is
compensated on the retail purchases of products and services from their
internet shopping mall and long distance phone calls made.

Accounting Basis

The basis is generally accepted accounting principles.

Revenue

We receive revenue from retail product sales, services, the sales of online
shopping mall sites, and monthly site fees.  Services, which are available to
the independent distributors for personal use and to sell, include long
distance telephone service, internet provider service (ISP), prepaid legal
service, income tax audit protection service and internet site maintenance and
upgrading.

When initially established, each Independent Mall Operator (IMO) receives a
unique reference number for their site.  This number is used to track all
internet retail activity for their site.  Each IMO provides access codes to
customers so the customers will purchase items on their shopping site.  Price
net has associations with various merchandise vendors that actually capture,
process and provide customer support for all internet retail sales.  On a
monthly basis the vendors provide data and submit sales commissions to us.  We
then pay the independent distributors their commissions and the difference is
our gross profit for the month.  Although we began merchandise sales in 1998,
we have never been able to establish a significant revenue stream with product
sales from the internet mall sites.

Our main sources of revenue have been the commissions on long distance
telephone calls, and mall site sales.

Advertising and Promotions

Advertising and Promotional expenses are expensed when incurred.  The majority
of these costs relate to a monthly sales promotional meeting that we sponsor.

Sales Taxes

Currently, we follow the normal industry practice of only collecting sales tax
on shipments of products to consumers within our home state of California.
The internet sales industry is new and changing constantly.  Local, state and
federal agencies have not fully addressed this new sales medium.  We cannot
predict what if any taxes a particular government or agency may impose on
future or even past sales.  A successful assertion by one or more states or
any foreign country could have a material adverse effect on our business and
financial statements if the taxes are applied retroactively.

Income Taxes

The provision for income taxes is the total of the current taxes payable and
the net of the change in the deferred income taxes.  Provision is made for the
deferred income taxes where differences exist between the period in which
transactions affect current taxable income and the period in which they enter
into the determination of net income in the financial statements.

Stock Based Compensation

We have elected to follow Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," for the disbursement of our common
stock for compensation.


7


Earnings per Share

The basic earnings (loss) per share is calculated by dividing our net income
(adjusted for certain dividends when paid) by the weighted average number of
common shares during the year.  The diluted earnings (loss) (adjusted for
certain dividends and certain interest when expensed) by the diluted weighted
average number of shares outstanding during the year.  The diluted weighted
average number of shares outstanding is the basic weighted average number of
shares adjusted as of the first of the year for any potentially dilutive debt
or equity.

                                        03/31/01     12/31/00
     Basic weighted average shares     14,288,085     14,288,085
     Options and Warrants               1,377,767      1,377,767
     Diluted weighted average shares   15,665,852     15,665,852

Estimates

The preparation of the financial statements in conformity with generally
accepted accounting principles requires us to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes.  Actual results could differ from those estimates.

NOTE 2.     REVERSE ACQUISITION

On March 11, 1998 we were known as Gold Star Gaming, Inc. and we
purchased/merged with Price net U.S.A., Inc.  The surviving entity was Gold
Star Gaming, Inc., which changed its name to Price net, U.S.A., Inc.  Price
net was organized October 7, 1997.  For this purchase Gold Star issued
2,250,010 shares of common stock and exchanged these shares with Price net
shares.  The Gold Star shareholders then gave back to the company all of their
shares except 1,100,000.  The final result us with 3,350,010 shares of common
stock issued   and outstanding.  This purchase was properly accounted for as a
reverse merger because Gold Star was considered the nominal acquirer.  A
reverse merger means that for accounting purposes the nominal acquirer is
viewed as having been acquired by the legally acquired company.  Reverse
merger also means that the historical data shown on the financial statements
will be that of the acquired company.  In other words, for accounting, the
merger is as if Price net purchased Gold Star.

NOTE 3.     GOING CONCERN

The accompanying financial statements have been prepared assuming we will
continue as a going concern.  As shown in the financial statements we have
never made a profit and have an accumulated net loss.  The internet is an emergi
ng industry which to date has not proven itself profitable for most
companies.  These factors raise doubt about our ability to continue as a going
concern.  The financial statements do not include any adjustments that might
result from these uncertainties.

NOTE 4.     EQUIPMENT, FURNITURE AND IMPROVEMENTS

We capitalize purchases of equipment, furniture and leasehold improvements
form major purchase purchases in excess of $1,000 per item.  Capitalized
amounts are depreciated over the useful lives of the assets using the
straight-line method of depreciation.

Below are the asset groups, lives costs and accumulated depreciation at March
31, 2001 and December 31, 2000.

                              Life     12/31/00     12/31/00
     Equipment               5 years     295,327     $295,327
     Computer Software       5 years      83,798       83,798
     Leasehold Improvements 10 years     165,631      165,631
     Furniture               7 years     593,538      593,538
                                       ---------    ---------
     Total Fixed Assets                1,138,294    1,138,294

     Accumulated Depreciation            274,823      228,513
                                       ---------    ---------
     Net Equipment and Furniture        $863,471     $909,781
                                       ---------    ---------

NOTE 5.     INCOME TAXES

The provision for income taxes is the total of the current taxes payable and
the net of the change in the deferred income taxes.  Provision is made for the
deferred income taxes where differences exist between the period in which
transactions affect current taxable income and the period in which they enter
into the determination of the net income in the financial statements.  A
valuation account is established for any tax benefit, which may not be
realized.  As of March 31, 2001 we had a net operating loss of approximately
$19,899,000.

8


     Deferred income tax benefit netted with valuation account          0
     Current income taxes payable                                       0

     Provision for Income Taxes                                         0



NOTE 6.     RELIANCE ON OFFICER

Mr. Donald Rackeman serves as the Chairman of the Board of Directors, CEO and
President.  His business experience is vital to us.  If Mr. Rackeman were
unable to continue in his present roles we would be adversely affected.  We
carry no key man insurance on Mr. Rackeman.  Aside from the business skills
and business contacts, which Mr. Rackeman brings to us, he also has guaranteed
personally the leased vehicles, the phone system and building leases.

NOTE 7.     STOCKHOLDERS' EQUITY

We have one class of preferred stock.  There are 25,000,000 shares of
authorized stock.  No preferred stock has been issued or is outstanding at the
end of March 31, 2001 and December 31, 2000.

We have one class of common stock.  There are 50,000,000 shares authorized.
The rights of this class of stock are all the same.  The common stock has all
of the rights afforded Nevada shareholders.  As of March 31, 2001 we had
16,770,866 shares of common stock outstanding.  As of December 31, 2000 we had
16,770,866 shares of common stock outstanding.

Common Stock Issuances during 1998

Merger of Gold Star Gaming, Inc. with Pricenet U.S.A., Inc.
On March 11, Gold Star gaming purchased Pricenet U.S.A., Inc. in a reverse
merger.  The net effect resulted in an additional 1,100,000 shares being
issued.

Regulation D, Rule 504 Offering

During the year 1998 we had a Regulation D, Rule 504 Offering.  The offering
was completed prior to the end of December 31, 1998.  The shares ranged in
price from $0.50 to $2.00.  We sold a total of 1,205,349 shares for $999,689.

Stock for Independent Representative Commission

In December 1998 we issued 25,000 shares of restricted common stock as a
bonus.

Common Stock Issuances during 1999

During 1999, we issued shares of stock for cash payments, distributor
commissions, employee bonuses, consulting and vendor services, cancellation of
debt, and inventory acquisition.  Each stock certificate bears the R144
legend.  We issued a total of 6,161,695 shares for a book value of
$11,259,890.

Stock for NCN Purchase

As part of the NCN purchase we issued 1,090,160 shares of restricted common
stock.

Stock Subscribed

We had stock subscribed totaling 165,000 shares valued at $330,000 as of March
31, 2001 and December 31, 2000.

Options

Options were given to Independent Representatives as an incentive produce more
sales.  The option stock is not included within the shareholder section of the
Balance Sheet.  The stock options are, however, figured into the diluted
earnings per share on the Statement of Operations.  As permitted under SFAS
No. 123, we have not recognized compensation expense for the theoretical value
of any options and warrants at the grant date, (in excess of the recognition
of the intrinsic value).

Warrants

During 1999 we entered into an agreement with a product merchandise
distributor, "The Big Store".  The Big Store was to provide an outlet where
internet mall operators could send their customers to buy products online.  As
part of the agreement with The Big Store, we granted warrants to purchase
1,000,000 shares of our stock at 110% of the per share market price at the
grant date.

Common Stock Issuances during 2000

During the year 2000 we issued shares of stock for distributor commissions,
employee bonuses, consulting and vendor services.  The total number of shares
sold was 3,123,632 shares of restricted common stock at a value of $2,134,040.


9


Stock for Acquisition of International Sales rights

On March 28, 2000 we resolved a long-standing dispute with a former officer
and director with regard to the ownership of the international sales rights.
The settlement allows us to retain the international rights and in return, we
issued 1,000,000 shares of common stock at a value of $501,000.

Stock for Acquisition of MNS Eagle Equity Group II

On June 19, 2000 we acquired 100% of Eagle Equity Group II (MNS), a fully
reporting public OTC Bulletin Board company.  We issued 50,000 shares of
restricted common stock and paid $100,000 in cash for this company.  We also
issued an additional 450,000 shares of restricted common stock to agents for
the associated finders fees and consulting fees as part of the acquisition.
All of the stock was valued at $125,000.

NOTE 8.     COMMITMENTS AND CONTINGENCIES

Office Leases

On November 1, 1999 we entered into an agreement to lease a 24,342 square foot
facility located at 2575 McCabe Way, Irvine, CA.  The lease term is 60 months
and the initial monthly rent is $41,381.  Because of our lack of cash flow, we
are currently not making this monthly payment and are technically in default
on the lease.  The accrued lease payments are booked in the accounts payable.

We also lease a facility located at 2424 S.E. Bristol, Newport Beach, CA which
incurs a lease payment of $18,323 per month.  This facility is empty
currently.  We are also in default with the payments of this lease and the
landlord has made demand.  An amount equal to the demand is recorded as rent
and accrued payables in the financial statements.

Vehicle Leases

During 1999 and part of 2000 we provided leased vehicles to a select group of
independent representatives and corporate senior management.  By the end of
June 2000 there were twenty-one vehicles leased with a total monthly payment
of $21,734 per month.  With declining sales after that time we had all of the
vehicles returned from the distributors.  All but two of the vehicles were
returned to the financing companies for sale.  On some of the vehicles sold, a
residual debt was still remaining.  These residuals are all listed as Notes
Payable.  The two vehicles remaining were taken over by the corporate officers
who were driving them.

Office Equipment

We lease photocopying and other computer equipment from vendors.  The monthly
payments for these leased equipment totals approximately $300 per month.

Below is a listing of operating lease commitments for the next three years as
of December 31, 1999.

                              Year 1     Year 2     Year 3
Office Leases               781,593     849,956     $875,077
Vehicles $21,734/mth        260,812     197,782       24,663
Office Equipment              3,600       3,600        3,600
                          ---------   ---------      -------
Total                    $1,046,005  $1,051,238     $903,340
                          ---------   ---------      -------

Below is a list of operating lease commitments for the next three years as of
December 31, 2000.

Office Leases              $496,572    $496,572     $496,572
Office Equipment              3,600       3,600        3,600
                            -------     -------      -------
Total                      $500,172    $500,172     $500,172
                          ---------   ---------      -------

NOTE 9.     NOTES PAYABLE

Below is a summary of our notes payable for the years ended December 31, 2000
and 1999.

Note Holder                    Terms     12/31/00     13/31/99

DR. Trust                         6%                    $77,039
NCN Note                    no interest    $105,000     125,000
Former Employee Related     no interest     327,851
Individual Investors        none to 10%     791,442
Finance Companies Vehicle   Residuals       104,130
                                          ---------    --------
Total                                     1,028,423    $202,039
                                          ---------    --------
10


NOTE 10.     RELATED PARTIES

The chairman of the board of directors, our chief operating officer and
president is the father of the administrator of the DR Trust.  The trust
purchased the office facility at 2575 McCabe Way, Irvine, CA from the previous
landlord after we moved into the facility.  The trust also lends us money from
time to time.  Currently we are in arrears with our rent.  During 1999 we
purchased inventory items from the trust for cash and stock.

NOTE 11.     PURCHASE OF NCN COMMUNICATIONS

On October 11, 1999 we purchased 100% of shareholder interest in NCN
investments, Inc.  NCN Investments, Inc is a holding company, which wholly
owns NCN Communications, Inc.  NCN Communications, Inc. is a long distance
telephone service provider company.  NCN originally had gross telephone
service sales revenue of approximately $800,000 per month that contributed to
a net revenue stream of approximately $75,000 per month. However, as of March
31, 2001 the net revenue stream has decreased to approximately $43,000 per
month.

Below is a summary of the purchase transaction.

We paid the following for 100% interest in NCN.

     1,090,160 shares valued at $2.75 per share          $2,997,940
     Cash paid to shareholders                               25,350
                                                          ---------
     Total Price paid for NCN                             3,023,290
                                                          ---------

We recorded the purchase in the following manner.

     Net tangible equity                                   (183,485)
     Goodwill recognized as Client Files                  3,206,775
                                                          ---------
     Net booking                                          3,023,775
                                                          ---------

The Client Files are being amortized over 36 months on a straight-line basis.

     Beginning balance                                   $3,206,775
     Net Tangible Equity adjusted                          (121,678)
     Accumulated amortization                            (1,695,866)
                                                          ---------
     Ending Balance before Impairment Reduction           1,389,231

     Reduction in Basis due to market conditions and
     A decreasing in income generation                      264,231
                                                          ---------
     Adjusted value of NCN Client Files as of
      March 31, 2001                                      1,125,000
                                                          ---------
NOTE 12.     INTERNATIONAL SALES RIGHTS

On March 28, 2000 we resolved a long-standing dispute with a former officer
and director with regard to the ownership of the international sales rights.
The settlement allows us to retain the international rights and in return, we
issued 1,000,000 shares of common stock at a value of $501,000.  This
agreement also requires us to pay nominal amounts for international sales.
During the remainder of year 2000 as mentioned earlier we experienced severe
sales and cash flow problems and were not able to take advantage of the
international market.  We do not expect to take advantage of this market for
the near future.  We have therefore devalued the valuation of the rights
purchased for 1,000,000 shares.  Below is a chart enumerating this.

     Original Value                              501,000
     Accumulated Amortization                   (125,250)
     Intangible Impairment                      (375,750)
                                                 -------
     Net Value remaining 12/31/2000                    0
                                                 -------

NOTE 13.     IMPAIRMENT AND DEVALUATION OF INTANGIBLES ASSETS

As mentioned in Notes 11 and 12 above we devalued two intangible assets during
2000 because of market conditions and our inability to utilize them.  A
summary of these two is listed below.

11


Devaluation of NCN Client Database Files               $264,231
Devaluation of International Sales Rights               375,750
                                                        -------
Total Devaluation of Intangible Assets                 $639,981
                                                        -------
NOTE 14.     REFUNDS AND COMMISSIONS

During 1999 we had a policy of refunding an IMO site of up to a year from the
date of purchase.  The refunds are netted against future commissions that an
IR might receive because of original commissions paid.  Beginning January 15,
2000 we changed our policy.  We will refund a distributor the amount of a mall
purchase minus any associated commissions in the request is received within 72
hours of the purchase date.  This change conforms to federal law.  These
refunds are recorded under Other Current Liabilities in the Balance Sheet.

NOTE 15.     TERMINATION OF AGREEMENTS WITH 'THE BIG STORE.COM" AND "THE BIG
HUB.COM"

In the fall of 1999, we signed agreements with "The Big Store.com" and "The
Big Hub.com" to facilitate web site product searches, merchandise sales, order
fulfillment, distribution, and provide full customer service for IMO customer
retail sales.  These agreements are outlined as follows.

The Big Store
The agreement with "The Big Store" was for the back-end processing or order
fulfillment, distribution, and customer service phase of mall product sales
applications.  The agreement required us to pay a one time private label
development fee of $150,000 to connect all of our current IMO sites.  In
addition, we were accessed a store fee commission on monthly gross sales
ranging from 2% to 6%.  The agreement also granted "The Big Store.com"
warrants for 1,000,000 shares of restricted common stock.  The warrants have a
five-year exercise period.

The Big Hub
The agreement with "The Big Hub" was for the licensing of web site mega-search
engine technology and also for licensing of a private label web page to access
"The Big Store" products.  The agreement required us to pay for each IMO set
up with back-end processing by "The big Store", a monthly maintenance fee of
$5 for each IMO currently using "The Big Store" private label mall, and an
annual renewal fee of $7.50 for each active IMO.

The two agreements mentioned above were terminated during May 2000 due to a
dispute and a lawsuit has been filed against the two entities.

NOTE 16.     ACQUISITION OF MNS EAGLE EQUITY GROUP II

On June 19, 2000 we acquired 100% of Eagle Equity Group II (MNS), a fully
reporting public OTC Bulletin Board company.  We issued 50,000 shares of
restricted common stock and paid $100,000 in cash for this company.  We also
issued an additional 450,000 shares of restricted common stock to agents for
the associated finders fees and consulting fees as part of the acquisition.
All of the stock was valued at $125,000.


NOTE 17.     LEGAL ISSUES

PENDING OR THREATENED LITIGATION, CLAIMS AND ASSESSMENTS
The term "pending or asserted claims" as used herein means only claims,
litigation and assessments pending against the Company as of December 31,
2000, or claims, litigation and assessments arising since that date and
pending as of the date of this filing for which Price Net has devoted
substantive attention in the form of legal consultation for representation.
We are involved in several lawsuits in the normal course of business and all
amounts for exposure to these lawsuits have been recorded in our financial state
ments except as noted below. As of March 31, 2001 we have engaged counsel to
give substantive attention to, or represent the Company in connection with
pending or threatened litigation, claims or assessments in the following
matters:

Ballah, The Big Store, The Big Hub, The Big Biz.com, OhGolly.com, IPowerBiz,
Price Net Marketing, and MGI WorldNet.com (the Ballah group)

Price Net USA, Inc. has filed a lawsuit in the superior court of Orange
County, California against the former Director/President Jerry Ballah, Bruce
Ballah, The Big Store.com, The Big Hub.com, The Big Biz.com, OhGolly.com,
IPowerBiz, PriceNet Marketing, and MGI WorldNet.com (the Ballah group). The
lawsuit was filed during August 2000 in the amount of not less than
$25,000,000 for Breach of Fiduciary Duty, Fraud, Breach of Contract,
International Interference with Contractual Relationships, Misappropriation of
Trade Secrets, Unfair Competition, Accounting, and Injunctive Release. The
discovery process is ongoing and the Company is vigorously pursuing the matter
toward a favorable outcome. The case is set for a settlement hearing in August
2001.

12


Breakaway Solutions
     The action was filed by Breakaway Solutions, formerly known as the
Counsel Group, in Orange County Superior Court was settled for the sum of
Fifty Thousand Dollars ($50,000.00) payable in monthly installments.
Sweeney

     Litigation between the Company and the former Co-Chairman/Chief
Operations Officer James A. Sweeney, for Intentional Interference with
Economic Relationship, Breach of Fiduciary Duty, Fraud, Breach of Contract and
Trade Libel has been settled and dismissals shall be filed upon completion of
the settlement agreement.  There will be no exchange of cash or stock in the
settlement.

Back Bay LLC

The Company's former landlord at the Bristol Street location has filed
litigation.  The range of dispute for back rent and issues of non-delivery of
premises by the landlord ranges from a low of One Hundred Fifteen Thousand
Dollars ($115,000.00) to a high of Eight Hundred Thirty Thousand Dollars
($830,000.00).  The Company is vigorously prosecuting the matter.

Gilbert / Shaft

Two former employees have filed a suit in Orange County Supreme Court over
commissions due on the "Platinum Card" concept.  The Company asserts that the
parties were overpaid on cards sold to date, while the two former employees
have not defined their dollar claim.  The Company is vigorously prosecuting
the matter.

Conseco

A dispute has arisen during the second half of fiscal 2000 with threatened
litigation over computer hardware purchased under an installment contract.
The Company asserts it did not receive new and/or equipment ordered.
Resolution is uncertain.


13


2. Management's Discussion and Analysis or Plan of Operation.

Business Overview

 Price Net U.S.A., Inc., (the Company) was founded in order to market and
operate an Internet based infrastructure that supports a home-based business.
We market an extensive line of products and services on the Internet.
Customers have the service, convenience and advantage of using the Internet
from their home or office to make purchases. We market our products and
services to retail consumers as well as business to business.  We utilize an
alliance-marketing program of independent representatives and mall operators
to sell our products and services.  The mall operators typically pay an
initial set-up and training charge, and a monthly mall maintenance fee.  Our
program affords the Company the advantage of a rapidly expanding sales force
without the normal upfront and ongoing costs of maintaining a sales
organization of this size.  Each mall operator is compensated on the retail
purchases of products and services from their Internet shopping mall.
The Company experienced substantial growth in retail sales in the past couple
of years. From 1998 to 1999, the Company's retail sales grew from $124
thousand to $8.3 million, representing a tremendous annual growth rate for the
first full year of operation. However, the Company's sales revenue totaled
$151,663 for the three months ended March 31, 2001, compared to the $2.6
million revenue generated for the comparative three months ended March 31, 2000.

The Company's products are marketed exclusively through an alliance marketing
system. This system enables the Company's independent mall operators to earn
profits by selling products from the Company's branded super store and outlet
stores to retail consumers and other representatives. Independent
Representatives may also develop their own down-line organizations by
sponsoring other independent mall operators to join the organization and
provide e-commerce business in any market where the Company operates,
entitling the sponsors to receive commission overrides on product sales within
their down-line organizations.

We believe that the Company's alliance marketing system is ideally suited for
Internet e-commerce, because sales of such products and services are
strengthened by ongoing personal contact between the retail consumers and the
independent mall operators. Many of the customers are close friends or
relatives of the mall operators and are willing to purchase products based on
the notion that they are helping the mall operator receive a commission while
receiving a very reasonable or discounted price for the products. The
Company's alliance marketing system appeals to a broad cross-section of people
throughout the world, particularly those seeking to supplement family income,
start a home business or pursue employment opportunities other than
conventional, full-time employment.

Statements included in this  "Management's Discussion and Analysis or Plan of
Operation" Section, and in other sections of the Report and in prior and
future filings by the Company with the Securities and Exchange Commission, in
the Company's prior and future press releases and in historical or current
facts are "forward-looking statements" made pursuant to safe harbor provisions
of the Private Securities Litigation Reform Act of 1995 and are subject to
certain risks and uncertainties that could cause actual  results to differ
materially from those  presently  anticipated  or projected.  The Company
wishes to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made.  There are
numerous risk factors that in some cases have affected and in the future could
affect the Company's actual results and could cause the Company's actual
financial and operating performance to differ materially from that expressed
in any forward-looking statement.  The following discussion and the analysis
should be read in conjunction with the Financial Statements and notes to
Financial Statements which appear elsewhere in this report.

Results of Operations for the Three Months Ended March 31, 2001 Compared to
Three Months Ended March 31, 2000

Revenue

Revenue decreased to $151,663 for the three months ended March 31, 2001 from
$2,650,134 for the comparable period in 2000 as a result of the significant
reorganization and restructuring of our operation and customer revenue base
stemming from the termination of our Company President as well as the
departure of certain field leadership associated with the president. The
$151,663 revenue for the three months ended March 31, 2001 represents the
residual income from Price Net's long-distance phone service operation.

Cost of Sales

Cost of sales consists primarily of the costs of commissions paid to our
network of independent sales representatives. Cost of sales decreased to $47,599
 for the three months ended March 31, 2001 from $2,335,175 for the comparable
period in 2000. This decrease was primarily attributable to our lack of
internet mall site sales. The $47,599 costs are directly attributable to
commissions paid (or to be paid) to our long distance telephone service
distributors.

Operating Expenses

Selling, General and Administrative. Selling, general and administrative
expenses consist of advertising and promotional expenditures, payroll and
related expenses for executive and administrative personnel, facilities
expenses, professional and consulting services expenses, travel and other
general corporate expenses. Selling, general and administrative expenses
decreased to $878,403 for the three months ended March 31, 2001 from
$2,922,101 for the comparable period in 2000.

14


The reduction in overall operating expenses between to two periods is the
result of our downsizing of our operations stemming from the lack of internet
mall site sales. Also, during the three months ended March 31, 2000, a
significant one-time non-cash transaction occurred relating to the settlement
and award of international sales rights. The settlement resulted in the
issuance of restricted common stock, which had a fair value of approximately
$1 million. We expect selling, general and administrative expenses to increase
in absolute dollars as we continue to pursue advertising and marketing
efforts, expand our product line, expand our locations worldwide, expand our
staff and incur additional costs related to the growth of our business and
being a public company.

Net Loss

We incurred a net loss of $(774,338) for the three months ended March 31, 2001
as compared to $(2,607,142) for the comparable period in 1999. The net loss
for the three months ended March 31, 2001 was primarily affected by the
continued operating costs out-pacing the long distance telephone service
revenue. Also contributing to the net loss figure for the three months ended
March 31, 2001 are the non-cash charges for amortization of goodwill and
depreciation expenses, which totaled $440,061. The net loss for the period
ended March 31, 2000 was primarily affected by the non-cash transaction as
mentioned above.

Liquidity and Capital Resources

Since inception, we have financed our operations primarily through private
sales of equity and debt and cash generated from operations. As of March 31,
2001, we had a bank overdraft of approximately $(685). As of that date, our
principal commitments consisted of obligations outstanding under operating
leases for facilities, vehicles and equipment, obligations to vendors stemming
from costs associated with the daily on-going operations, and obligations for
certain costs associated with the phone company acquisition in October 1999.

Net cash used in operating activities was $4,920 for the three months ended
March 31, 2001 compared to $931,813 for the three months ended March 31, 2000.
Net cash used in operating activities for the three months ended March 31,
2001 primarily consisted of net operating losses adjusted for decreases in
accounts receivable, increases in accounts payable, amortization costs and
depreciation expense. Net cash used in operating activities for the three
months ended March 31, 2000 primarily consisted of net operating losses
adjusted for items such as the non-cash payment of common stock for services,
the increase in accounts receivable, the increase in accounts payable and
decreases in prepaids and deposits.

There was no net cash used or provided by investments for the three months
ended March 31, 2001. The net cash used in investing activities for the three
months ended March 31, 2000 totaled $100,038 and consisted of the sale of
stock held as investment along with the purchase of fixed assets.

There was no cash provided by financing activities for the three months ended
March 31, 2001. Net cash provided by financing activities was $24,650 for the
three months ended March 31, 2000 stemming from a loan to the company.

The Company had a working capital deficit position as of March 31, 2001 of
approximately  $(685) as compared to a working capital deficit position of
approximately  $(68,929) as of March 31, 2000.

The Company had a Stockholders' Equity deficit of $(1,833,282) as of March 31,
2001 as compared to a Stockholders' Equity deficit of $(1,058,944) as of
December 31, 2000.  The Company had an accumulated Retained Earnings deficit
of $(19,899,391) at March 31, 2001, in comparison to an accumulated Retained
Earnings deficit of $(19,125,053) as of December 31, 2000. The increase in the
accumulated deficit is due to the net loss of $(774,338) for the three months
ended March 31, 2001.


The Company does not currently possess a financial institution source of
financing and the Company cannot be certain that it's existing sources of cash
will be adequate to meet its liquidity requirements. Therefore, the Company is
considering the following options to meet its liquidity requirements:

(a)     Attempting to raise additional funds through the sale of equity
securities to persons or entities who are not presently stockholders of the
Company;
(b)     Attempting to franchise or license its technology and proprietary
rights to foreign countries;
(c)     Reducing the Company's present rate of expenditures, which might
materially adversely affect the ability of the Company to market its products
and services effectively.

The Company's future capital requirements will depend on factors, including
(i) the progress and effectiveness of its sales activities and marketing
approach, and (ii) the ability of the Company to maintain its existing
customer base and establishing and expanding its customer base into new
domestic and foreign markets. However, if operating expenses are higher than
expected or if cash flow from operations is lower than anticipated, there can
be no assurance that the Company will have sufficient capital resources to be
able to continue as a going concern.

15


We may need to raise additional capital funds if, for example, we pursue
business or technology acquisitions or experience operating losses that exceed
our current expectations. If we raise additional funds through the issuance of
equity, equity-related or debt securities, such securities may have rights,
preferences or privileges senior to those of the rights of our common stock
and our stockholders may experience additional dilution. We cannot be certain
that additional financing will be available to us on favorable terms when
required, or at all.

Unless the Company is able to continue to generate revenues or obtain
additional financing in the future, the continuing losses incurred by the
Company might raise substantial doubt about the Company's ability to continue
as a going concern.  Therefore, the Company's ability to continue in business
as a going concern depends upon its continuing ability to sell its products,
to generate franchise and licensing fees from the potential sales of its
technology and products, to conserve liquidity by setting sales and marketing
goals and other priorities, reducing expenditures, and to obtain financing
through equity offerings or conventional banking sources.  In any event, there
is no assurance that any expenditure reductions, financings or other measures
that the Company may enact will enable it to meet its working capital
requirements.


PART II. OTHER INFORMATION

Item 1. Legal Proceedings.
See Note 17 of the "Notes to Financial Statements" in Part I of this document.

Item 2. Changes in Securities.
None

Item 3. Defaults Upon Senior Securities.
None

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

Item 5. Other Information.
None

Item 6.     Exhibits and Reports on Form 8-K.
The Company originally filed Form 8-K12G3 on June 30, 2000 and re-filed the
amended Form 8-K12G3/A on October 23, 2000 with all related attachments and
exhibits. The Item disclosed in the Form 8-K12G3/A related to a "Change in
Control" of MNS Eagle Equity Group II.

Pursuant to a Stock Exchange Agreement (the "Exchange Agreement") dated as of
June 19, 2000 between Price Net U.S.A., Inc (PRICENET), a Nevada corporation,
and the shareholders of MNS Eagle Equity Group II, Inc. ("MNS"), a Nevada
corporation, 100% of the outstanding shares of common stock of which is held
by less than 20 MNS shareholders were exchanged for 50,000 shares of common
stock of PRICENET and $100,000 cash in a transaction in which PRICENET
effectively became the parent corporation of MNS.


16



EXHIBIT
NUMBER          DESCRIPTION OF EXHIBIT

2.0     Stock Exchange Agreement date June 19, 2000 between Price Net USA,
Inc. and MNS Eagle Equity Group II, Inc. (included as Exhibit 2.0 to the
Company's Form 8-K12G3 dated June 30, 2000, previously filed with the
Commission and is incorporated herein by reference).

3.1     Articles of Merger and Articles of Incorporation (included as Exhibit
3.1 to the Company's Form 8-K12G3 dated June 30, 2000, previously filed with
the Commission and is incorporated herein by reference).

3.2     Bylaws (included as Exhibit 3.3 to the Company's Form 8-K12G3 dated
June 30, 2000, previously filed with the Commission and is incorporated herein
by reference).

27.1               Financial Data Schedule (for SEC use only).



SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Price Net USA, Inc.




By:________________________
    Donald Rackemann
    Chief Executive Officer`