<PAGE>

     SECURITIES AND EXCHANGE COMMISSION

     Washington, D.C. 20549


     FORM 10-QSB

     QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
     OF THE SECURITIES EXCHANGE ACT OF 1934

     For the quarterly period ended September 30th, 1999

     Pursuant to section 13 or 15(d) of the
     Securities Exchange Act

                            THINWEB.COM CORPORATION
                    (Exact name as Specified in its Charter)
<TABLE>
<S>                                  <C>                <C>
     Delaware                        000-25419          522102438
     (State or other jurisdiction    (Commission File   (I.R.S. Employer
     of incorporation)               Number)            Identification No.)
</TABLE>

                     Suite 101, Phase 3, 6 Antares Drive
                             Ottawa Canada K2E 8A9
                   (Address of principal executive offices)

                                 613/225-8446
                        Registrant's telephone number

                       WARWICK ACQUISITION CORPORATION
                              1504 R Street, N.W.
                            Washington, D.C. 20009
                        Former name and former address

       Check whether the issuer (1) filed all reports required to be
     filed by Section 13 or 15(d) of the Exchange Actduring the last 12
     months (or for such shorter period that the registrant was required
     to file such reports), and (2) has been subject to such filing
                  requirements for the past 90 days. Yes X

        State the number of shares outstanding of each of the issuer's
         classes of common equity, as of the latest practicable date.

     Class                                   Outstanding at September 30, 1999
     Common Stock, par value $0.0001         17,066,344

<PAGE>

          thinWEB.com Corporation
          (A Development Stage Company)


          Consolidated Interim Financial Statements
          (Unaudited)
          September 30,1999
          (expressed in U.S. dollars)
<PAGE>

thinWEB.com Corporation
(A Development Stage Company)
Consolidated Interim Balance Sheet
(Unaudited)
-------------------------------------------------------------------------------
September 30, 1999

(expressed in U.S. dollars)


<TABLE>
<CAPTION>
                                                                        September 30,           December 31,
                                                                                 1999                   1998
                                                                                    $                      $

Assets

Current assets
<S>                                                                    <C>                    <C>
Cash (note 3)                                                                   42,479                 31,566
Investment tax credits receivable (note 4)                                      68,620                 65,908
Other                                                                           65,040                  5,784
                                                                     ----------------------------------------

                                                                               176,139                103,258

Capital assets (notes 4 and 5)                                                  68,502                 10,895
Deferred charges (note 6)                                                    1,051,323                      -
Trademarks                                                                       1,210                    555
                                                                     ----------------------------------------

                                                                             1,297,174                114,708
                                                                     ----------------------------------------

Liabilities

Current liabilities
Accounts payable and accrued liabilities                                        97,214                 21,470
Accrued salaries                                                                16,406                 89,657
Current portion of long-term debt                                                    -                  2,957
Loans payable (note 7)                                                         451,391                 65,338
Amounts due to shareholders                                                          -                 21,484
Other current liability (note 8)                                               340,136                      -
                                                                     ----------------------------------------

                                                                               905,147                200,906

Long-term debt                                                                       -                 13,754
                                                                     ----------------------------------------

                                                                               905,147                214,660
                                                                     ----------------------------------------
Commitments (note 9)
Shareholders' Equity

Capital stock (note 10)                                                          1,857                      1
Additional paid in capital                                                   7,933,252                      -
Share subscriptions receivable                                                 (32,896)                     -
Deferred compensation                                                         (321,784)                     -
Warrants                                                                        15,000                      -
Foreign currency translation adjustments                                        65,688                    343
Deficit accumulated during the development stage                            (7,269,090)              (100,296)
                                                                     ----------------------------------------

                                                                               392,027                (99,952)
                                                                     ----------------------------------------

                                                                             1,297,174                114,708
                                                                     ----------------------------------------
</TABLE>
<PAGE>

thinWEB.com Corporation
(A Development Stage Company)
Consolidated Interim Statement of Operations and Deficit
(Unaudited)
-------------------------------------------------------------------------------

(expressed in U.S. dollars)

<TABLE>
<CAPTION>

                                   Cumulative                                                               Period from
                                    April 22,                                           Nine months           April 22,
                                      1998 to           Three months ended                    ended             1998 to
                                September 30,                September 30,            September 30,       September 30,
                                         1999    ---------------------------                   1999                1998
                                                      1999          1998
                                            $            $             $                          $                   $
<S>                                <C>            <C>            <C>                      <C>                 <C>
Revenue                                 3,912        1,336             -                      2,756                   -
                                ---------------------------------------------------------------------------------------

Expenses
Research and development
 (note 4)                           3,168,573       55,456        16,793                  3,124,685              29,031
Selling, general and
 administration                     3,024,638      492,200        12,142                  2,977,764              17,272
Interest                            1,067,706      925,814             -                  1,058,684                   -
Amortization                           12,085        3,156           218                     10,417                 320
                                ---------------------------------------------------------------------------------------
                                    7,273,002    1,476,626        29,153                  7,171,550              46,623
                                ---------------------------------------------------------------------------------------

 Loss for the period               (7,269,090)  (1,475,290)      (29,153)                (7,168,794)            (46,623)

Deficit accumulated during
 the development stage -
 Beginning of period                        -   (5,793,800)      (17,470)                  (100,296)                  -
                                ---------------------------------------------------------------------------------------

Deficit accumulated during
 the development stage  -
 End of period                     (7,269,090)  (7,269,090)      (46,623)                (7,269,090)            (46,623)
                                ---------------------------------------------------------------------------------------


Basic and fully diluted
 loss per common share                              (0.09)       (29,153)                     (0.63)            (46,623)
                                          -----------------------------------------------------------------------------

Weighted average number of
 shares outstanding during
 the period                                    17,066,344              1                 11,428,344                  1
                                          -----------------------------------------------------------------------------
</TABLE>
<PAGE>

thinWEB.com Corporation
(A Development Stage Company)
Consolidated Interim Statement of Cash Flows
(Unaudited)
--------------------------------------------------------------------------------

(expressed in U.S. dollars)



<TABLE>
<CAPTION>
                                                                     Cumulative             Nine Months          Period from
                                                                 April 22, 1998                   ended    April 22, 1998 to
                                                                  September 30,           September 30,        September 30,
                                                                           1999                    1999                 1998
                                                                              $                       $                    $

 Cash provided by (used in)
<S>                                                             <C>                      <C>               <C>
Operating activities
Loss for the period                                                  (7,269,090)             (7,168,794)             (46,623)
Items not affecting cash
   Amortization                                                          12,085                  10,417                  320
   Shares issued for employee compensation                            4,783,608               4,783,603                    -
   Shares issued for financing costs                                  1,044,185               1,044,185                    -
   Shares and warrants issued for services                              215,689                 215,689                    -
Net change in non-cash working capital balances
 related to operations
   Increase in investment tax credits receivable                        (66,918)                      -              (40,050)
   Increase in other current assets                                     (64,097)                (58,224)              (5,090)
   Increase in accounts payable and accrued liabilities                  95,653                  73,854                3,383
   Increase (decrease) in accrued salaries                               15,125                 (75,906)              60,247
   Increase in other current liability                                  335,561                 335,561                    -
                                                                   -----------------------------------------------------------

                                                                       (898,199)               (839,615)             (27,813)
                                                                   -----------------------------------------------------------

Financing activities
Proceeds of long-term debt                                               16,966                       -               19,897
Repayments of long-term debt                                            (17,164)                (17,164)                   -
Proceeds of loans payable                                               511,659                 445,319               67,221
Repayments of loans payable                                             (67,112)                (67,112)                   -
Issue of common shares                                                  576,353                 576,352                    1
Proceeds from (repayment of) shareholder loans                             (240)                (20,868)              22,094
                                                                   -----------------------------------------------------------

                                                                      1,020,462                 916,527              109,213
                                                                   -----------------------------------------------------------

Investing activities
Acquisition of capital assets                                           (79,537)                 (66,806)              (3,883)
Acquisition of trademarks                                                (1,187)                    (623)                   -
                                                                   -----------------------------------------------------------

                                                                        (80,724)                 (67,429)              (3,883)
                                                                   -----------------------------------------------------------

Effect of exchange rate changes in cash                                     940                    1,430               (1,944)
                                                                   -----------------------------------------------------------

Increase in cash during the period                                       42,479                   10,913               75,573

Cash - Beginning of period                                                    -                   31,566                    -
                                                                   -----------------------------------------------------------

Cash - End of period                                                     42,479                   42,479               75,573
                                                                   -----------------------------------------------------------
</TABLE>
<PAGE>

thinWEB.com Corporation
Consolidated Interim Statement of Changes of Shareholders' Equity
(Unaudited)
--------------------------------------------------------------------------------
(expressed in U.S. dollars)


<TABLE>
<CAPTION>
                                  Common shares       Preferred shares     Additional           Less
                            ---------------------   ------------------        paid in  subscriptions
                                          Amount                Amount        capital     receivable
                              Number           $    Number           $              $              $

<S>                            <C>          <C>       <C>       <C>         <C>             <C>
Shares issued for
 subscriptions                900,000         90        -          -        32,579          (32,668)
                           ------------------------------------------------------------------------
Change in foreign currency
 translation account                -          -        -          -             -                -

Loss for the period                 -          -        -          -             -                -
                           ------------------------------------------------------------------------

Balance - December 31,
  1998                        900,000         90        -          -        32,579          (32,668)

Shares issued for cash      1,505,000        151        -          -       535,683                -

Shares issued for
 compensation              10,401,344      1,040        -          -     5,213,205              (51)

Shares issued for
 financing costs            4,110,000        411        -          -     2,076,800              (27)

Shares issued for a
 corporate reorganization     150,000         15        -          -        74,985                -

Warrants issued for
 services                           -          -        -          -             -                -

Convertible shares issued
 for a financing
 arrangement                        -          - 1,500,000       150             -             (150)

Change in foreign currency
 translation account                -          -         -         -             -                -

Loss for the period                 -          -         -         -             -                -
                           ------------------------------------------------------------------------
Balance - September 30,
 1999                      17,066,344      1,707 1,500,000       150      7,933,252         (32,896)
                           ------------------------------------------------------------------------

<CAPTION>

                                                                       Deficit
                                    Less                           accumulated       Foreign
                                deferred              Warrants      during the      currency   Total Share-  Compre-
                                 compen-      ----------------     Development   translation       holders'  hensive
                                  sation               Amounts           Stage   adjustments        Equity      loss
                                       $      Number         $               $             $            $         $
<S>                           <C>            <C>      <C>         <C>            <C>            <C>          <C>
Shares issued for
 subscriptions                      -           -         -              -             -               1            -

Change in foreign currency
 translation account                -           -         -              -           343             343          343

Loss for the period                 -           -         -        (100,296)           -        (100,296)    (100,296)
                             -----------------------------------------------------------------------------------------

Balance - December 31, 1998         -           -         -        (100,296)         343         (99,952)     (99,953)
                                                                                                             --------

Shares issued for cash              -           -         -               -           -          535,834            -

Shares issued for
 compensation                (321,784)          -         -               -           -        4,892,410            -

Shares issued for
 financing costs                    -           -         -               -           -        2,077,184            -

Shares issued for a
 corporate reorganization           -           -         -               -           -           75,000            -

Warrants issued for
 services                           -      50,000    15,000               -           -           15,000            -

Convertible shares issued
 for a financing
 arrangement                        -           -         -               -           -                -            -

Change in foreign currency
 translation account                -           -         -               -      65,345           65,345       65,345

Loss for the period                 -           -         -      (7,168,794)          -       (7,168,794)  (7,168,794)
                             -----------------------------------------------------------------------------------------
Balance - September 30,
 1999                        (321,784)     50,000    15,000      (7,269,090)     65,688          392,027   (7,103,449)
                             -----------------------------------------------------------------------------------------
</TABLE>
<PAGE>

thinWEB.com Corporation
(A Development Stage Company)
Consolidated Interim Financial Statements
(Unaudited)
September 30, 1999
-------------------------------------------------------------------------------

(expressed in U.S. dollars)

1  Nature of operations and basis of presentation

   Effective April 22, 1999, Thinweb.com Inc. (formerly 3028184 Nova Scotia
   Limited), a wholly owned subsidiary of thinWEB.com Corporation (formerly
   Warwick Acquisition Corporation), acquired all the outstanding common shares
   of ThinWeb Software Incorporated in exchange for 16,916,344 Class "A"
   exchangeable, non-voting, participating common shares of Thinweb.com Inc.
   Each of these exchangeable shares are exchangeable into common shares of
   thinWEB.com Corporation for no additional consideration on or before April
   21, 2024.  Under the provisions of various agreements between thinWEB.com
   Corporation and Thinweb.com Inc., the holders of the exchangeable shares are
   entitled to voting, dividend and liquidation rights as if the holder held the
   equivalent number of common shares in thinWEB.com Corporation.  thinWEB.com
   Corporation has issued 16,916,344 common shares held in trust to be issued to
   the holders of the exchangeable shares upon the exchange.

   Prior to April 22, 1999, Warwick Acquisition Corporation did not have any
   operations and had 5,000,000 common shares issued and  outstanding.  As part
   of the transaction, Warwick Acquisition Corporation redeemed and retired
   4,850,000 common shares and issued 50,000 warrants  for no additional
   consideration.  The warrants which expire in five years entitle the holder to
   acquire up to 50,000 common shares of thinWEB.com Incorporated for $1 per
   share.  For accounting purposes, the acquisition has been treated as an
   issuance of 150,000 shares and 50,000 warrants by ThinWeb Software
   Incorporated for the services related to the corporate reorganization.  These
   shares and warrants have been attributed a value of $90,000 based on the
   value of services received.  The historical financial statements prior to
   April 22, 1999 are those of ThinWeb Software Incorporated.  ThinWeb Software
   Incorporated was incorporated on April 22, 1998.  Pro forma financial
   information giving effect to the acquisition has not been provided as the
   transaction is not a business combination.

   The company is primarily a software research and development company that has
   not yet commenced commercial operations.  All of the company's operations are
   in Canada.  These statements are prepared on a going-concern basis. There is
   substantial doubt as to whether or not the company will be able to continue
   as a going concern.  The ability of the company to continue as a going-
   concern is dependent upon it obtaining the necessary financing to
   commercialize and market its products and upon future profitable operations.
   Like other companies at this stage of development, the company is subject to
   numerous risks, including the uncertainty of its chosen market, its ability
   to develop its markets and other risks.  The company plans to raise funds
   through a public offering of its securities; however, there are no
   commitments for the public offering and the public offering has not yet been
   approved by the Securities and Exchange Commission. There can be no assurance
   that the company will be successful in raising the required capital to
   finance operations.


                                                                             (1)


<PAGE>

thinWEB.com Corporation
(A Development Stage Company)
Consolidated Interim Financial Statements
(Unaudited)
September 30, 1999
-------------------------------------------------------------------------------

(expressed in U.S. dollars)

2  Accounting policies

  a)  Financial statement presentation

      These consolidated financial statements have been prepared in accordance
      with U.S. generally accepted accounting principles and include the
      accounts of thinWEB.com Corporation and its wholly owned subsidiaries.

      In the opinion of management, the accompanying financial statements
      include all adjustments (consisting of normal recurring items) considered
      necessary for a fair presentation of the results of operations for the
      interim periods covered and of the financial condition of the company at
      the date of interim balance sheet.  The results for the interim periods
      are not necessarily indicative of the results for the entire year.

  b)  Foreign currency translation

      The company's functional currency is Canadian dollars; however, the
      reporting currency is U.S. dollars.  The assets and liabilities of the
      company are translated into U.S. dollars at period-end exchange rates, and
      income and expense items are translated at rates approximating the average
      rates of exchange for the period.  Gains and losses from the translation
      are excluded from the statement of operations and deficit and are
      accumulated in the cumulative foreign currency translation adjustment
      account.

  c)  Capital assets and amortization

      Amortization of the following capital assets is calculated using the
      declining balance method at annual rates which will amortize their cost
      over their estimated useful lives.  These rates are:

         Computer hardware                            30%
         Computer software                           100%
         Office furniture and equipment               20%

  d)  Deferred charges

      Deferred charges represent prepaid costs of financing and are being
      charged to expense over the estimated term of the financing arrangement.

  e)  Income taxes

      The company uses the liability method of accounting for income taxes.
      Under this method, current income taxes are recognized for the estimated
      income taxes payable for the current year.  Future income tax assets and
      liabilities are recognized for temporary differences between the tax and
      accounting bases of assets and liabilities as well as for the benefit of
      losses available to be carried forward to future years for tax purposes.
      Future income tax assets are evaluated and if realization is not
      considered "more likely than not", a valuation allowance is provided.


                                                                             (2)

<PAGE>

thinWEB.com Corporation
(A Development Stage Company)
Consolidated Interim Financial Statements
(Unaudited)
September 30, 1999
-------------------------------------------------------------------------------

(expressed in U.S. dollars)



      Investment tax credits relating to scientific research and experimental
      development expenditures are recorded in the accounts in the fiscal period
      the qualifying expenditures are incurred provided realization of the tax
      credit is considered "more likely than not".  Investment tax credits in
      connection with research and development activities are accounted for
      using the cost reduction method which recognizes the credits as a
      reduction of the cost of the related assets or expenditures.

  f)  Revenue recognition

      The company recognizes revenue at the time of delivery of its licensed
      software products to customers, provided collectibility of proceeds from
      the sale of licensed software is reasonably assured.  Currently, all sales
      are made from the company's web site.  An electronic order form is filled
      out on-line by the customer; payment for the order is then received when
      the customer provides a credit card number; the product is then downloaded
      by the customer.  The product is not returnable; therefore, no provision
      is required for sales returns.  The customer is charged for future updates
      to the version purchased and there is minimal support offered subsequent
      to the purchase.

  g)  Research and development

      Research and development costs are charged to expense when incurred,
      unless, in the opinion of management, the technological feasibility of the
      product has been established in accordance with Statement of Financial
      Accounting Standards (SFAS) 86, in which case the costs are capitalized.
      Capitalization of computer software costs ceases when the product is
      available for general release.  As of September 30, 1999, no computer
      software costs have been capitalized.

  h)  Loss per common share

      Basic loss per common share is calculated using the weighted number of
      common shares issued and outstanding during each period.  The exercise of
      warrants and the conversion of convertible preferred shares would be
      antidilutive.  Accordingly, fully diluted loss per common share is the
      same as basic loss per common share.

  i)  Use of estimates

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

                                                                             (3)

<PAGE>

thinWEB.com Corporation
(A Development Stage Company)
Consolidated Interim Financial Statements
(Unaudited)
September 30, 1999
-------------------------------------------------------------------------------

(expressed in U.S. dollars)


  j)  Financial instruments

      The fair value of the company's cash, subscriptions receivable, investment
      tax credits receivable, other current assets, accounts payable and accrued
      liabilities, accrued salaries, long-term debt, loans payable, amounts
      due to shareholders and other current liability approximate their carrying
      values.

  k)  Recent pronouncements

      In 1998, Statement of Financial Accounting Standards No. 133 (SFAS 133),
      "Accounting for Derivative Instruments and Hedging Activities" was issued
      and is effective for fiscal years commencing after June 15, 2000.  The
      company will comply with the requirements of SFAS 133 in fiscal year 2000
      and does not expect the adoption of SFAS 133 will be material to the
      company's results of operations.

      In 1998, the American Institute of Certified Public Accountants (AICPA)
      issued Statement of Position (SOP) 98-5, "Reporting on the Costs of Start-
      up Activities".  SOP 98-5 is effective in fiscal years beginning after
      December 15, 1998 with earlier adoption permitted. SOP 98-5 requires costs
      of start-up activities and organization costs to be expensed as incurred.
      The company has complied with the requirements of SOP 98-5.


3  Restrictions on cash

   Included in cash is $3,736 held in a trust account by the company's
   solicitors, which requires the approval of two shareholders in order to be
   released.  The cash is to be used to fund certain expenditures within the
   next year.

4  Investment tax credits receivable

   For small, closely held Canadian corporations, a credit of approximately 40%
   of eligible scientific research and experimental development expenditures is
   available, refundable in cash if no taxes are owed.  For all other Canadian
   corporations, the credit is reduced to approximately 20% on a non-refundable
   basis, available only against taxes otherwise payable.  Eligible scientific
   research and experimental development expenditures include direct current and
   capital costs and an allowance for overhead in the amount of 65% of specified
   salaries and wages.

   During the year ended December 31, 1998, investment tax credits in the amount
   of $63,862 have been applied to reduce research and development expenditures
   and $3,056 have been credited to the cost of capital assets.  During the
   period ended September 30, 1998, investment tax credits in the amount of
   $40,050 have been applied to reduce research and development expenditures.


                                                                             (4)

<PAGE>

thinWEB.com Corporation
(A Development Stage Company)
Consolidated Interim Financial Statements
(Unaudited)
September 30, 1999
-------------------------------------------------------------------------------

(expressed in U.S. dollars)



5  Capital assets
<TABLE>
<CAPTION>
                                                                      September 30,                  December 31,
                                                                               1999                          1998
                                                    ------------------------------------------------------------
                                                                      Accumulated
                                                             Cost    Amortization            Net             Net
                                                                $               $              $               $
<S>                                                <C>             <C>                 <C>            <C>
   Computer hardware                                       37,159          6,044          31,115           8,705
   Computer software                                        6,544          3,221           3,323             972
   Office furniture and equipment                          37,069          3,005          34,064           1,218
                                                   -------------------------------------------------------------

                                                           80,772         12,270          68,502          10,895
                                                   -------------------------------------------------------------
</TABLE>

6  Deferred charges

   During the period, the company issued 4,000,000 common shares at nominal
   values for the commitment to provide debt financing of up to $907,000 until
   such time as the company has raised funds pursuant to a major private
   placement, public offering or other significant financing event (the
   "Significant Financing Event"), if any (see note 8).  These shares have been
   recorded at the price established through an arm's length transaction which
   occurred within 14 days of the date the shares were issued.  The excess of
   the recorded value of the shares over the nominal issue price is recorded as
   financing costs.  The portion of the financing costs related to future
   periods has been recorded as deferred charges and is being charged to expense
   over the estimated term of the financing arrangement estimated to be from
   June 4, 1999 to February 28, 2000.

7  Loans payable
<TABLE>
<CAPTION>
                                                                                  September 30,           December 31,
                                                                                          1999                    1998
                                                                                             $                       $
<S>                                                                          <C>                     <C>
   Demand loan, bearing interest at prime, plus 2.5%                                    51,020                       -

   Loan payable, authorized amount $255,000, without interest or fixed                                               -
    terms of repayment ("Credit Facility A"), $100,660 of Credit
    Facility A is available and unused.                                                154,340                       -

   Loan payable, authorized amount $652,000, bearing interest at the
    rate of 12%, without fixed terms of repayment ("Credit Facility B"),
    $405,969 of Credit Facility B is available and unused.                             246,031                       -

   Loan repaid during the period ended September 30, 1999                                    -                  65,338
                                                                         ---------------------------------------------

                                                                                       451,391                  65,338
                                                                         ---------------------------------------------
</TABLE>


                                                                             (5)

<PAGE>

thinWEB.com Corporation
(A Development Stage Company)
Consolidated Interim Balance Sheet
(Unaudited)
September 30, 1999
-------------------------------------------------------------------------------

(expressed in U.S. dollars)



   The lenders may, at their sole option, elect to convert all, or any portion
   of the outstanding amount, including interest, of Credit Facility B, into
   securities of the company on the same terms and conditions as such securities
   are issued pursuant to a Significant Financing Event, if any.

   Credit Facility A and B become due and payable immediately upon completion of
   a Significant Financing Event, subject to the option noted above.

   The lenders of Credit Facility B shall have issued to them, for no additional
   consideration, share purchase warrants of the company equal in number to the
   amount of the facility which has been drawn down, divided by the price of the
   company's shares issued pursuant to a Significant Financing Event.  These
   warrants will be exercisable on the basis of one warrant for one common
   share, at a strike price equal to the price at which the company shares are
   issued pursuant to a Significant Financing Event, for a period of one year
   from the closing of such event.  As these warrants will be issued upon a
   Significant Financing Event, if any, they will be valued at that time and
   recorded as a cost of financing.

   In conjunction with the commitment to provide financing, the company issued
   4,000,000 shares to the lender of Credit Facility A and B.  For accounting
   purposes, the issuance of these shares have been treated as financing costs
   and have been attributed a value of $2,021,821.

8  Other current liability

   On September 10, 1999, the company signed a Memorandum of Agreement with
   Agritek Bio Ingredients Corporation ("Agritek") establishing a new
   corporation to operate as a joint venture ("JV") with an equal and undivided
   interest for the company and Agritek.  The company will transfer to the JV,
   an exclusive perpetual license for thinAccess for the wireless database
   access market on signing of the definitive JV agreement.

   In exchange for transferring the license to the JV, Agritek has agreed to pay
   CDN$1,000,000 to the company, payable one-half upon signing of the Memorandum
   of Agreement and one-half on signing of the definitive JV agreement.  The
   $340,136 included in other current liability as of September 30, 1999
   represents the CDN$500,000 received upon the signing of the Memorandum of
   Agreement.  As the JV agreement has not been finalized, the amount is being
   reflected as a current liability in the financial statements until such time
   as a final agreement is reached.  Subject to regulatory approval, Agritek
   shall deliver 500,000 units of the capital stock of Agritek (each unit
   consisting of one freely tradable common share and one non-transferrable
   share purchase warrant exercisable for two years from the date of the signing
   of the definitive JV agreement at an exercise price of CDN$0.50 each) to the
   company upon signing of the definitive JV agreement.

   The company shall issue to Agritek 100,000 non-transferrable share purchase
   warrants exercisable for shares of the company on a one-for-one basis at an
   exercise price equal to the lower of $5.00 or the price at which the company
   next issues equity pursuant to a financing event.


                                                                             (6)

<PAGE>

thinWEB.com Corporation
(A Development Stage Company)
Consolidated Interim Balance Sheet
(Unaudited)
As of September 30, 1999
-------------------------------------------------------------------------------



   The JV shall pay the company a royalty of 5% of net revenues realized by the
   JV, paid quarterly in arrears.  These royalty payments will only commence
   once the JV has reimbursed to the parties all advances made to the JV.

   The company shall be the manager of the JV, in return for a fee payable by
   Agritek of 2.5% of Agritek's share of the JV's operating costs.  Each party
   shall provide advances to fund operating expenses of the JV.  If a party is
   unable or unwilling to continue funding operating expenses, that party's
   interest in the JV shall be subject to dilution by the other party or a third
   party, which is prepared to fund operating expenses.

9  Commitments

   The minimum annual payments under long-term agreements for premises are as
   follows:

                                                                        $

        Year ending September 30, 2000                             28,271
                                  2001                             18,847

10 Capital stock

   Authorized
   100,000,000 common shares, of the par value of $0.0001 each
   20,000,000 preferred shares, of the par value of $0.0001 each

   The preferred shares issued at September 30, 1999 are convertible into common
   shares of the company on a share-for-share basis at any time prior to June
   30, 2000, provided the holders were instrumental in arranging financing for
   the company of not less than $5,000,000. Starting June 30, 2000, the company
   may redeem any of the outstanding preferred shares at a redemption price of
   $0.0001 per share.  As the preferred shares are convertible only if the
   holders are instrumental in arranging financing of not less than $5,000,000
   the beneficial conversion feature will be valued at that time and recorded as
   a cost of financing.

   Subscriptions receivable are presented as a reduction from capital stock
   unless paid subsequent to the period end.
<PAGE>

thinWEB.com Corporation
Consolidated Interim Schedule of Issues of Capital Stock
(Unaudited)
-------------------------------------------------------------------------------

(expressed in U.S. dollars)



<TABLE>
<CAPTION>
                                      Number of      Price per      Total value
                                        shares           share                $  Comments
<S>                                   <C>            <C>            <C>          <C>
Common shares
April 22, 1998                               1        1.00000                1   Share subscriptions
December 31, 1998                      449,999        0.03630           16,334   Share subscriptions
December 31, 1998                      450,000        0.03630           16,334   Share subscriptions
                                             -                         (32,668)  Unpaid share subscriptions
                                     ---------                       ---------
Balance - December 31, 1998            900,000                               1

March 31, 1999                       2,216,667        0.50000        1,108,334   Shares issued for compensation
March 31, 1999                       2,216,667        0.50000        1,108,334   Shares issued for compensation
March 31, 1999                       2,666,666        0.50000        1,333,333   Shares issued for compensation
March 31, 1999                         195,000        0.50000           97,500   Shares issued for compensation
March 31, 1999                         175,000        0.50000           87,500   Shares issued for compensation
March 31, 1999                         891,000        0.50000          445,500   Share subscriptions
March 31, 1999                         100,000        0.50000           50,000   Share subscriptions
March 31, 1999                          14,000        0.50000            7,000   Share subscriptions
April 5, 1999                          500,000        0.16678           83,389   Shares issued for financing costs
April 5, 1999                          100,000        0.50340           50,340   Shares issued for financing costs
April 5, 1999                           10,000        0.50340            5,034   Shares issued for compensation
April 7, 1999                        1,181,344        0.50340          594,690   Shares issued for financing costs
April 14, 1999                         613,000        0.50546          309,847   Shares issued for financing costs
April 14, 1999                         387,000        0.50546          195,613   Shares issued for financing costs
April 14, 1999                         577,000        0.50546          291,650   Shares issued for financing costs
April 14, 1999                         473,000        0.50546          239,082   Shares issued for financing costs
April 14, 1999                         398,000        0.50546          201,173   Shares issued for financing costs
April 14, 1999                         602,000        0.50546          304,286   Shares issued for financing costs
April 14, 1999                         479,000        0.50546          242,115   Shares issued for financing costs
April 14, 1999                         471,000        0.50546          238,071   Shares issued for financing costs
April 14, 1999                         423,333        0.50546          213,978   Shares issued for compensation
April 14, 1999                         423,333        0.50546          213,978   Shares issued for compensation
April 14, 1999                         423,334        0.50546          213,978   Shares issued for compensation
April 14, 1999                         105,000        0.50546           53,073   Shares issued for compensation
April 14, 1999                         125,000        0.50546           63,182   Shares issued for compensation
April 14, 1999                         250,000        0.50546          126,365   Shares issued for compensation
May 27, 1999                           150,000        0.50000           75,000   Shares issued for a corporate
                                                                                 reorganization
                                                                           (78)  Change in unpaid share
                                                                                 subscriptions
                                                                      (321,784)  Deferred compensation
                                                                       (50,055)  Share issue costs
                               ---------------                      --------------

Balance - September 30,
 1999                               17,066,344                       7,580,429
                               ---------------                      --------------
</TABLE>

 Shares subscribed for have been recorded at the value received for the shares
 which is considered to be fair value. Shares issued for compensation, financing
 costs, and a corporate reorganization were issued at nominal values. These
 issues have been recorded at the price established through an arm's length
 transaction. The excess of the recorded value of the shares over the nominal
 issue price is recorded as compensation, financing and professional fees
 expense over the estimated term of the related service. The unearned portion of
 the compensation related to the share issues has been recorded as a reduction
 of shareholders' equity. The portion of the financing costs related to future
 periods has been recorded as deferred charges.

<PAGE>

thinWEB.com Corporation
Consolidated Interim Schedule of Issues of Capital Stock...continued
(Unaudited)
-------------------------------------------------------------------------------

(expressed in U.S. dollars)



<TABLE>
<CAPTION>
                                        Number of        Price per      Total value
                                          shares             share                $      Comments
<S>                                   <C>            <C>            <C>          <C>     <C>
Preferred shares

Balance - December 31, 1998                      -                              -

May 27, 1999                             1,500,000        0.00010              150        Convertible shares issued for a
                                                                                            financing arrangement
                                                                              (150)       Unpaid share subscriptions
                                      ------------                      ----------

Balance - September 30,                  1,500,000                               -
 1999
                                      ------------                      ----------
</TABLE>
<PAGE>

                     Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS


The registrant is a development stage company for the three month and nine month
periods ended September 30, 1999. Accordingly, there were insignificant revenues
for the periods covered by the financial statements. During the periods covered
the registrant incurred substantial administrative and development costs. The
primary activity of the registrant was the design, development and testing of
code for the registrant's core technology and for its first two e-commerce
software products, ThinAccess and WebCrumbs. Version 1.0 of ThinAccess was
released during the third quarter and the beta version of WebCrumbs was released
in the fourth quarter.

During the three month period ended September 30, 1999, the registrant hired two
additional employees to its research and development staff, a second
salesperson, and an experienced Chief Financial Officer.

During the comparable 1998 fiscal period the registrant's funding was primarily
in the form of advances from the principals and "sweat equity" from the
development team.  During the three month period ended September 30, 1999 the
registrant's operations were funded by additional advances under the loan
agreement previously made with E-Capital Management Limited on behalf of several
foreign shareholders and the receipt of $500,000 CDN ($330,000 USD) as the first
advance under a joint venture with Agritek Bio Ingredients Corporation.

On September 10, 1999 the registrant signed a Memorandum of Agreement with
Agritek Bio Ingredients Corporation ("Agritek") to establish a joint venture
(the "JV") to develop the application of ThinAccess to the wireless database
access market.  The registrant had identified the wireless database access
market as having enormous potential for future applications of ThinAccess; but
recognized that a large investment in ongoing development would be required
before any revenues were likely.  Agritek was willing to buy a part of that
potential and fund part of the necessary future development costs.  Agritek
agreed to pay the registrant $1,000,000 CDN ($660,000 USD), half upon signing
the Memorandum and half upon signing of the definitive joint venture agreement,
in exchange for the registrant licensing ThinAccess to the JV.  Subject to
regulatory approval Agritek will also issue the registrant 500,000 units of its
capital stock (each unit consisting of one freely tradable common share and one
non-transferable share purchase warrant exercisable for two years from the date
of signing the definitive JV agreement at an exercise price of $0.50 CDN each).
The registrant shall also issue to Agritek 100,000 non-transferable share
purchase warrants each exercisable for shares of the registrant on a one-for-one
basis at an exercise price equal to the lower of $5.00 or the price at which the
registrant next issues equity pursuant to a financing event. The JV will also
pay the registrant a royalty of 5% of net revenues realized by the JV, and as
manager of the JV the registrant will receive a fee equal to 2.5% of Agritek's
portion of operating costs.

On September 14, 1999 the registrant signed a Memorandum of Agreement with
Lines Overseas Management Limited ("Lines") of Bermuda by which Lines agreed to
provide the registrant with a credit facility of up to $2,000,000 at an interest
rate of 12% per annum.  To date $500,000 has been advanced under the facility.

It is estimated that the current financing arrangements will fund the
registrant's operations to the end of  September, 2000.

The registrant recently filed its first amendment to its Registration Statement
following the receipt of comments from the Securities and Exchange Commission.
The Registration Statement is for the sale of 4,000,000 of the registrant's
common shares to the public, and the registrant intends to obtain trading
approval for its common stock on the OTC Bulletin Board, which is maintained by
Nasdaq. The registrant does not have sufficient capital resources to finance
its operations beyond September, 2000.  The registrant is therefore dependent on
raising additional capital through the public markets to fund its ongoing
operations or else finding other funding means.

There can be no assurance that the registrant will become a public issuer or
that it will be able to access the needed capital resources within the time
frames and on the terms required for the registrant to continue its
<PAGE>

operations. The registrant's first product was only recently introduced to the
market and the acceptance among prospective purchasers of it and future products
is uncertain. The market for e-commerce solutions is highly competitive;
products of a similar nature sold by other software companies may prove to be
superior in performance, better marketed or less expensive, resulting in
marketing failure for the registrant. The current enthusiasm for the Internet
and e-commerce among businesses, consumers and investors may not continue and
the demand for e-commerce software products could be less than anticipated,
resulting in a significant setback to the registrant's marketing and financing
initiatives.

During the comparable three month period of fiscal 1998, the registrant was a
newly incorporated entity that was not carrying on any operations and ThinWeb
Software Incorporated, which is now its wholly owned subsidiary, consisted of 4
software developers who were writing computer software programs in a small
office.  During the three month and nine month periods ended September 30, 1999,
the registrant incurred significant expenses on activities for which there are
no comparables in 1998.  These include increased research and development
costs, attendance at industry trade shows, marketing and sales expenses,
financing costs, larger premises in Halifax, Nova Scotia and a new office in
Ottawa, Ontario, and professional fees associated with the going public process.
The registrant has grown from 4 employees to 16 full-time employees and 1 part-
time employee in the past year.

                           PART II  OTHER INFORMATION

Items 1 through 6.

Not applicable.

SIGNATURES

     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.

                                          THINWEB.COM CORPORATION

                                          By:/s/Gary T. Hannah
                                          Chief Executive Officer

                                          By/s/ George R. Fraser
                                          Chief Financial Officer

                                          Dated November 15, 1999