UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

 Quarterly Report Pursuant to Section 13 or 15(D) of The Securities Act of 1934

                  For the quarterly period ended June 30, 2001

                         Commission file number: 0-30919

                              SLABSDIRECT.COM, INC.
        (Exact name of small business issuer as specified in its charter)

            Delaware                                 98-6218467
 (State or other jurisdiction of          (IRS Employee Identification No.)
  incorporation or organization)

          3230 Mathers Avenue, West Vancouver, British Columbia V7V 2K5
                    (Address of principal executive offices)

                                 (604) 913-1883
                           (Issuer's telephone number)

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 and Exchange Act of 1934
during the preceding 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                 No
    --------------            --------------

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:

     Common Stock, $0.0001 par value                    10,312,100
                 (Class)                      (Outstanding as of August 8, 2001)


<PAGE>


                              SLABSDIRECT.COM, INC.
                                   FORM 10-QSB
                                      INDEX


                                                                         Page
                                                                         ----
Part I - FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements

Independent Accountant's Report........................................... 3

Assets   ................................................................. 4

Liabilities and Stockholder's Equity...................................... 4

Statement of Operations................................................... 5

Statement of Cash Flows................................................... 6

Notes to Financial Statements............................................. 7

Item 2   Management's Discussion and Analysis or Plan of Operation........ 10

Part II  OTHER INFORMATION

Item 6   Exhibits and Reports on Form 8-K................................. 17

Signatures................................................................ 18






                                       2



<PAGE>


                          PART I: FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                         INDEPENDENT ACCOUNTANTS' REPORT

To the Board of Directors of
slabsdirect.com, Inc.
Vancouver, B.C., Canada

We have reviewed the accompanying consolidated balance sheet of slabsdirect.com,
Inc. as at June 30, 2001, the related consolidated statements of operations for
the three month and six month periods ended June 30, 2001 and June 30, 2000 and
the period from date of incorporation January 14, 2000 to June 30, 2001, and the
related consolidated statements of cash flows for the six month period ended
June 30, 2001, the initial period from date of incorporation January 14, 2000 to
June 30, 2000 and the period from date of incorporation January 14, 2000 to June
30, 2001. These financial statements are the responsibility of the corporation's
management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and of making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to such consolidated financial statements for them to be in conformity
with generally accepted accounting principles.

                                                       /s/ N.I. Cameron Inc.

Vancouver, B.C.                                       CHARTERED ACCOUNTANTS
August 3, 2001


                                       3
<PAGE>


                              slabsdirect.com, Inc.
                        (a development stage enterprise)
                           Consolidated Balance Sheet
                                  June 30, 2001
                                   (Unaudited)

                           (expressed in U.S. dollars)

<TABLE>
<CAPTION>
                                     ASSETS

<S>                                                                         <C>               <C>
CURRENT
     Cash                                                                   $  27,090
     Accounts receivable                                                        1,580
     Prepaid expenses and deposits                                              3,000         $  31,670
                                                                            ---------         =========



                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable and accrued liabilities                                                 $   3,400
                                                                                              ---------


STOCKHOLDERS' EQUITY
     Share capital (Note 3)
         Common stock - $0.0001 par value
         30,000,000 authorized; 10,312,100 issued and outstanding                                 1,031
         Preferred stock - $0.0001 par value
           5,000,000 authorized                                                                      --
     Additional paid-in capital                                                                  87,215
     Deficit accumulated in the development stage                                               (59,976)
                                                                                              ---------

                                                                                                 28,270
                                                                                              ---------
                                                                                              $  31,670
                                                                                              =========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>


                              slabsdirect.com, Inc.
                        (a development stage enterprise)
                      Consolidated Statement of Operations
   For the three month and six month periods ended June 30, 2001 and 2000 and
     the period from date of incorporation January 14, 2000 to June 30, 2001
                                   (Unaudited)

                           (expressed in U.S. dollars)

<TABLE>
<CAPTION>
                                                                                                Period from           Period from
                                                 Three           Three            Six      January 14, 2000      January 14, 2000
                                                Months          Months         Months              (date of              (date of
                                                 Ended           Ended          Ended     incorporation) to     incorporation) to
                                              June 30,        June 30,       June 30,              June 30,              June 30,
                                                  2001            2000           2001                  2000                  2001
                                             ------------------------------------------------------------------------------------
<S>                                          <C>             <C>          <C>                    <C>                     <C>
OPERATING EXPENSES

     Professional fees                       $     3,519     $    5,000   $    15,068            $    5,602              $ 24,532
     Management fees                                 973          1,890         3,264                 4,093                11,363
     Office and administration                       827          1,942         2,730                 3,295                10,124
     Development costs                             1,287          1,009         3,046                 2,038                 5,084
     Consulting fees                                  --             --            --                 5,000                 5,000
     Travel                                           --             --         3,873                    --                 3,873
                                             -----------     ----------   -----------            ----------              --------

LOSS FROM OPERATIONS                         $    (6,606)    $   (9,841)  $   (27,981)           $  (20,028)             $(59,976)
                                             ===========     ==========   ===========            ==========              ========

LOSS PER SHARE,

     Basic and diluted                       $    (0.001)    $   (0.001)  $    (0.003)           $   (0.002)
                                             ===========     ==========   ===========            ==========

WEIGHTED AVERAGE                              10,312,100      9,560,110    10,161,893             8,758,188
                                             ===========     ==========   ===========            ==========
   NUMBER OF COMMON
   OUTSTANDING SHARES

</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       5
<PAGE>


                              slabsdirect.com, Inc.
                        (a development stage enterprise)
                      Consolidated Statement of Cash Flows
  For the six month period ended June 30, 2001, the initial period from date of
               incorporation January 14, 2000 to June 30, 2000 and
     the period from date of incorporation January 14, 2000 to June 30, 2001
                                   (Unaudited)

                           (expressed in U.S. dollars)

<TABLE>
<CAPTION>
                                                                               Initial Period from              Period from
                                                                                  January 14, 2000         January 14, 2000
                                                              Six Months                  (date of                 (date of
                                                                   Ended         incorporation) to        incorporation) to
                                                           June 30, 2001             June 30, 2000            June 30, 2001
                                                           ----------------------------------------------------------------
<S>                                                            <C>                       <C>                       <C>
OPERATING ACTIVITIES

  Loss for the period                                          $(27,981)                 $(20,028)                 $(59,976)
  Add (Deduct): Changes in operating assets
         and liabilities
      Accounts receivable                                        (1,217)                     (784)                   (1,580)
      Prepaid expenses and deposits                                  --                        --                    (3,000)
      Accounts payable and accrued liabilities                   (2,037)                    8,570                     3,400
                                                               --------                  --------                  --------
  Net cash used in operating activities                         (31,235)                  (12,242)                  (61,156)
                                                               --------                  --------                  --------

FINANCING ACTIVITIES
  Increase (decrease) in loan payable                            (5,000)                       --                        --
  Issuance of share capital                                      62,500                    25,746                    88,246
                                                               --------                  --------                  --------
  Net cash provided by financing activities                      57,500                    25,746                    88,246
                                                               --------                  --------                  --------

NET CHANGE IN CASH DURING THE PERIOD                             26,265                    13,504                    27,090

CASH AT BEGINNING OF THE PERIOD                                     825                        --                        --
                                                               --------                  --------                  --------

CASH AT END OF THE PERIOD                                      $ 27,090                  $ 13,504                  $ 27,090
                                                               ========                  ========                  ========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       6

<PAGE>

                              slabsdirect.com, Inc.
                        (a development stage enterprise)
                   Notes to Consolidated Financial Statements
                                  June 30, 2001
                                   (Unaudited)

                           (expressed in U.S. dollars)


1.   FORMATION AND BUSINESS OF THE COMPANY

     slabsdirect.com, Inc. (the "Company") was incorporated in Delaware, U.S.A.
     on January 14, 2000.

     The Company is a development stage enterprise and its purpose is to
     establish a vertical trade portal on the Internet for the natural stone
     industry. The Company intends to provide a platform for users to research,
     source, contact and purchase natural stone products and services.

     These financial statements include the accounts of the Company and its
     wholly-owned subsidiary slabsdirect.com Online (B.C.) Ltd. (the
     "Subsidiary"). The Subsidiary was incorporated in the Province of British
     Columbia, Canada on January 25, 2000.

     Going concern

     The accompanying consolidated financial statements have been presented
     assuming the Company will continue as a going concern. At June 30, 2001,
     the Company had accumulated $59,976 in losses and had no revenue producing
     operations. At the date of this report, the Company's ability to continue
     as a going concern is dependent upon its ability to raise additional
     capital.

2.   SIGNIFICANT ACCOUNTING POLICIES

     Use of estimates

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

     Reporting on Costs of Start-Up Activities

     Statement of Position 98-5 ("SOP 98-5"), "Reporting on the Costs of
     Start-Up Activities" provides guidance on the financial reporting of
     start-up costs and organization costs. It requires most costs of start-up
     activities and organization costs to be expensed as incurred. SOP 98-5 is
     effective for fiscal years beginning after December 15, 1998. With the
     adoption of SOP 98-5, there has been no effect on the Company's financial
     statements.


                                       7


<PAGE>


                              slabsdirect.com, Inc.
                        (a development stage enterprise)
                   Notes to Consolidated Financial Statements
                                  June 30, 2001
                                   (Unaudited)

                           (expressed in U.S. dollars)


2.   SIGNIFICANT ACCOUNTING POLICIES (cont'd)

     Income taxes

     Income taxes are provided for using the liability method of accounting in
     accordance with Statement of Financial Accounting Standards No. 109 (SFAS
     #109) "Accounting for Income Taxes". A deferred tax asset or liability is
     recorded for all temporary differences between financial and tax reporting.
     Deferred tax expense (benefit) results from the net change during the year
     of deferred tax assets and liabilities.

     Loss per share

     Net loss per share is provided in accordance with Statement of Financial
     Accounting Standards No. 128 (SFAS #128) "Earnings Per Share". Basic loss
     per share is computed by dividing losses available to common stockholders
     by the weighted average number of common shares outstanding during the
     period. Diluted loss per share reflects per share amounts that would have
     resulted if dilutive common stock equivalents had been converted to common
     stock. As of June 30, 2001, the Company had no dilutive common stock
     equivalents such as stock options.

     Foreign currency translation

     Unless otherwise stated, all amounts are in United States dollars. The
     functional currency of the Subsidiary is the Canadian dollar. Hence, all
     asset and liability amounts have been translated using the exchange rate as
     at June 30, 2001 and all expenses have been translated using the average
     exchange rate for the period. The rates used were as follows:

     (equivalent Cdn $ per U.S. $)

     June 30, 2001 rate                              .6605
     Average rate for the three month period         .6489


3.       SHARE CAPITAL

     Holders of the common stock are entitled to one vote per share and share
     equally in any dividends declared and distributions on liquidation.

     During the six month period ended June 30, 2001, the Company issued 312,500
     common shares for proceeds of $62,500.


                                       8

<PAGE>


                              slabsdirect.com, Inc.
                        (a development stage enterprise)
                   Notes to Consolidated Financial Statements
                                  June 30, 2001
                                   (Unaudited)

                           (expressed in U.S. dollars)


4.   RELATED PARTY TRANSACTIONS

     During the period, the Company paid management fees of $3,264 (June 30,
     2000 - $4,093) and office expenses of $645 (June 30, 2000 - $2,027) to a
     stockholder of the Company. These transactions have been recorded using the
     exchange amount.

5.   FINANCIAL INSTRUMENTS AND CONCENTRATIONS OF CREDIT RISK

     The Company's financial instruments consist of cash, accounts receivable
     and accounts payable. It is management's opinion that the Company is not
     exposed to significant interest, currency or credit risks arising from
     these financial instruments. The fair value of these financial instruments
     approximate their carrying values.

6.   INCOME TAXES

     At June 30, 2001, there were deferred income tax assets resulting from
     operating loss carryforwards for tax purposes totalling approximately
     $20,100 (June 30, 2000 - $8,100) less a valuation allowance of $20,100
     (June 30, 2000 - $8,100).

     The valuation allowance increased by $7,500 during the six month period
     ended June 30, 2001 (June 30, 2000 - $8,100).

     At June 30, 2001, the Company had net operating loss carryforwards for U.S.
     tax purposes of approximately $35,400 and Canadian tax purposes of
     approximately $23,300.





                                       9

<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS PLAN OF OPERATION

The following discussion contains forward-looking statements that are subject to
significant risks and uncertainties. There are several important factors that
could cause actual results to differ materially from historical results and
percentages and results anticipated by the forward-looking statements. The
Company has sought to identify the most significant risks to its business, but
cannot predict whether or to what extent any of such risks may be realized nor
can there be any assurance that the Company has identified all possible risks
that might arise. Investors should carefully consider all of such risks before
making an investment decision with respect to the Company's stock. In
particular, investors should refer to the section entitled, "Risk Factors that
May Affect Future Results and Market Price of Stock".

Plan of Operation
-----------------

During the next twelve months, the Company plans to concentrate its efforts on
raising capital funding through the sale of equity securities in order to
advance its business plan. Because the Company remains essentially a start-up
development company with limited capital resources, it may be necessary for the
President to either advance funds to the Company, or to accrue expenses until
such time as this additional financing can be made. Management intends to hold
expenses to a minimum and to obtain services on a contingency basis when
possible until the Company is able to secure additional financing to launch
operations.

Management has made initial progress in implementing its business plan by
registering its Internet domain name on the Internet and setting up a beta
website - www.slabsdirect.com. The Company will only be able to continue to
advance its business plan after it receives capital funding through the sale of
equity securities. After raising capital, management intends to hire employees,
rent commercial office space in Vancouver, British Columbia, purchase furniture
and equipment, continue development of website operations and establish
commercial relationships with natural stone producers, distributors and content
providers. The Company intends to use its equity capital to fund its business
plan during the next twelve months, as cash flow is not estimated to begin until
year two of the business plan.

The Company will face considerable risk in each of its business plan steps,
including: difficulty of hiring competent personnel within projected budgets,
longer than anticipated website programming requirements, and a shortfall of
funding due to an inability to raise capital in the equity securities market. If
no funding is received during the next twelve months, the Company will be forced
to rely on its existing cash in the bank and funds loaned by a non-related
company. The Company's officers and directors have no formal commitments or
arrangements to advance or loan funds to us. In such a restricted cash flow
scenario, the Company would be unable to complete its business plan steps, and
would, instead, delay all cash intensive activities. Without necessary cash
flow, the Company may be dormant during the next twelve months, or until such
time as necessary funds could be raised in the equity securities market.


                                       10

<PAGE>


Revenues
--------

The Company has generated no revenues from operations since its inception and
does not anticipate earning revenues from operations until after additional
financing can be obtained and operations can be launched.

Costs and Expenses
------------------

During the three months ended June 30, 2001, the Company has incurred costs of
$973 for management fees, $3,519 for professional fees, $827 for office and
other miscellaneous expenses, and $1,287 for development costs. Sales of the
Company's equity securities and a loan from a non-related company have allowed
the Company to maintain a positive cash flow balance.

Liquidity and Capital Resources
-------------------------------

During the three months ended June 30, 2001, the Company neither sold any equity
securities nor issued any shares. Funds from the financing completed in the 3
months ended March 31, 2001, have continued to be used to pay for the
organizational and development expenses of the Company to date. At June 30,
2001, the Company had cash and accounts receivables of $28,670.

While the Company has raised capital to meet its working capital and financing
needs in the past, additional financing is required in order to fully launch
operations. The Company is seeking financing in the form of equity in order to
provide the necessary working capital. The Company currently has no commitments
for financing. There are no assurances the Company will be successful in raising
the funds required.

The Company believes that its existing capital resources will be sufficient to
fund its current level of operating activities, capital expenditures and other
obligations through the next 12 months. However, if during that period or
thereafter, the Company is not successful in generating sufficient liquidity
from operations or in raising sufficient capital resources, on terms acceptable
to the Company, this could have a material adverse effect on the Company's
business, results of operations, liquidity and financial condition.

Cash requirements and need for additional funds
-----------------------------------------------

The Company's business plan encompasses the following steps to establish its
vertical trade portal: raise capital of $500,000 through the sale of equity
securities via a private placement during months one through six, during months
seven through twelve budget $100,000 for development of its website (including
$50,000 for content materials and licenses), $30,000 for one marketing manager
to handle advertising and sponsor revenues, $20,000 for one office staff
assistant, $100,000 for purchase of computers and fixed assets, $200,000 for
advertising, and $50,000 for rent and other operating expenses.

                                       11

<PAGE>


There are no current plans for additional product research and development. The
Company plans to purchase approximately $150,000 in furniture, computers,
software, Internet content materials and related licenses during the twelve
months proceeding the capital raising efforts of its equity security sales.

Discussion and Analysis of Financial Condition and Results of Operations
------------------------------------------------------------------------

Operations and results for the three months ended June 30, 2001: Activity during
the past year has been confined to industry research, the identification of
markets and development of a website.

Future Prospects: The Company is unable to predict when it may launch intended
operations, or failing to do so, when and if it may elect to participate in a
business acquisition opportunity. The reason for this uncertainty arises from
its limited resources, and competitive disadvantage to other public or
semi-public issuers, and new uncertainties about compliance with NASD
requirements for trading on the OTCBB. Notwithstanding the conditions, the
Company expects to develop a capital formation strategy and launch operations
during the next twelve to eighteen months.

Reverse Acquisition Candidate: The Company is not currently searching for a
profitable business opportunity. This contingency is disclosed for the
possibility that the Company's intended business might fail. The Company is not
presently a reverse acquisition candidate. Should the Company's business fail,
management does not believe the Company would be able to effectively, under
current laws and regulations, attract capital, and would be required to seek
such an acquisition to achieve profitability for shareholders.

Risk Factors that May Affect Future Results and Market Price of Stock
---------------------------------------------------------------------

The business of the Company involves a number of risks and uncertainties that
could cause actual results to differ materially from results projected in any
forward-looking statement, or statements, made in this report. These risks and
uncertainties include, but are not necessarily limited to the risks set forth
below. The Company's securities are speculative and investment in the Company's
securities involves a high degree of risk and the possibility that the investor
will suffer the loss of the entire amount invested. While management believes
its estimates of projected occurrences and events are reasonable, there can be
no guarantees or assurances that the results anticipated will occur. Despite
management's belief that the Company can effectively compete because of its past
experience in the natural stone market, the Company's ability to succeed will
depend upon a number of factors, including, but not limited to, its ability to
secure funding, create consumer awareness and branding of its Website, assemble
and then periodically enhance its Website quickly enough to encourage users to
increase time spent at the site, and develop and implement a delivery function
for natural stone products ordered through its Website.

Limited operating history; anticipated losses; uncertainty of future results

The Company was organized in January, 2000, and has no operating history upon
which an evaluation of its business and prospects can be based. The Company's
prospects must be evaluated with a view to the risks encountered by a company in
an early stage of development, particularly in light of the uncertainties
relating to the acceptance of the Company's business model.


                                       12

<PAGE>


The Company will be incurring costs to develop, and enhance its website, to
establish marketing relationships, and to build an administrative organization.
There can be no assurance that the Company will be profitable on a quarterly or
annual basis. In addition, as the Company expands its business network and
marketing operations it will likely need to increase its operating expenses,
broaden its customer support capabilities, and increase its administrative
resources. To the extent that such expenses are not subsequently followed by
commensurate revenues, the Company's business, results of operations and
financial condition will be materially adversely affected.

Possible Need for Additional Financing

It is possible that revenues from the Company's operations may not be sufficient
to finance its initial operating cost to reach breakeven. If this were to occur,
the Company would need to raise or find additional capital. While the Company
expects to be able to meet its financial obligations for approximately the next
twelve months, there is no assurance that, after such period, the Company will
be operating profitably. If the Company is not able to meet these obligations,
there can be no assurance that any required capital will be obtained on terms
favorable to the Company. Failure to obtain adequate additional capital on
favorable terms could result in significant delays in the expansion of new
services and market share and could even result in the substantial curtailment
of existing operations and services to clients.

Unpredictability of Future Revenues; Potential Fluctuations in Quarterly
Results.

As a result of the Company's lack of operating history and the emerging nature
of the market in which it competes, the Company is unable to forecast its
revenues accurately. The Company's current and future expense levels are based
largely on its investment/operating plans and estimates of future revenue and
are to a large extent based on the Company's own estimates. Sales and operating
results generally depend on the volume of, timing of, and ability to obtain
customers, orders for services received, and revenues therefrom generated. These
are, by their nature, difficult at best to forecast.

The Company may be unable to adjust spending in a timely manner to compensate
for any unexpected revenue shortfall or delay. Accordingly, any significant
shortfall or delay in revenue in relation to the Company's planned expenditures
would have an immediate adverse affect on the Company's business, financial
condition, and results of operations. Further, in response to changes in the
competitive environment, the Company may from time to time make certain pricing,
service, or marketing decisions that could have a material adverse effect on the
Company's business, financial condition, operating results, and cash flows.


                                       13


<PAGE>

Developing Market; Acceptance of the Internet as a Medium for Commerce Just Now
Being Proven.

The Company's long-term viability is substantially dependent upon the continued
widespread acceptance and use of the Internet as a medium for business commerce,
in terms of the sales of both products and services to businesses and
individuals. The use of the Internet as a means of business sales and commerce
has only recently reached a point where many companies are making reasonable
profits from their endeavors therein, and there can be no assurance that this
trend will continue.

The Internet has experienced, and is expected to continue to experience,
significant growth in the number of users and amount of traffic. There can be no
assurance that the Internet infrastructure will continue to be able to support
the demands placed on it by this continued growth. In addition, delays in the
development or adoption of new standards and protocols to handle increased
levels of Internet activity or increased governmental regulation could slow or
stop the growth of the Internet as a viable medium for business commerce.
Moreover, critical issues concerning the commercial use of the Internet
(including security, reliability, accessibility and quality of service) remain
unresolved and may adversely affect the growth of Internet use or the
attractiveness of its use for business commerce.

The failure of the necessary infrastructure to further develop in a timely
manner, or the failure of the Internet to continue to develop rapidly as a valid
medium for business would have a material adverse effect on the Company's
business, financial condition, operating results, and cash flows.

Unproven Acceptance of the Company's Services and/or Products

The Company is still in its development stage. As a result, it does not know
with any certainty whether its services and/or products will be accepted within
the business marketplace. If the Company's services and/or products prove to be
unsuccessful within the marketplace, or if the Company fails to attain market
acceptance, it could materially adversely affect the Company's financial
condition, operating results, and cash flows.

Dependence on Key Personnel

The Company's performance and operating results are substantially dependent on
the continued service and performance of its officer and director. The Company
intends to hire additional technical, sales, and other personnel as it moves
forward with its business model. Competition for such personnel is intense, and
there can be no assurance that the Company will be able to retain any key
employees, or that it will be able to attract or retain highly qualified
technical and managerial personnel in the future. The loss of the services of
any of the Company's key employees or the inability to attract and retain the
necessary technical, sales, and other personnel could have a material adverse
effect upon the Company's business, financial condition, operating results, and
cash flows. The Company does not currently maintain "key man" insurance for any
of its key employees.

Dependence on Continued Growth in Use of the Internet

The success of the Company's business depends, in part, on continued acceptance
and growth in the use of the Internet for business commerce and would suffer if
Internet usage does not continue to grow. Internet usage may be inhibited for a
number of reasons, such as:


                                       14

<PAGE>

o        Inadequate network infrastructure.
o        Security concerns.
o        Inconsistent quality of service.
o        Lack of available cost-effective, high-speed service.
o        The adoption of new standards or protocols for the Internet.
o        Changes or increases in government regulation.

Online companies have experienced interruptions in their services as a result of
outages and other delays occurring due to problems with the Internet network
infrastructure, disruptions in Internet access provided by third-party providers
or failure of third party providers to handle higher volumes of user traffic. If
Internet usage grows, the Internet infrastructure or third-party service
providers may be unable to support the increased demands which may result in a
decline of performance, reliability or ability to access the Internet. If
outages or delays frequently occur in the future, Internet usage, as well as
usage of the Company's Internet Web-site, could grow more slowly or decline.

Competition

Competition for Internet products and services is intense. The Company expects
that competition will continue to intensify. Barriers to entry are minimal, and
competitors can launch new Websites at a relatively low cost. Several companies
offer competitive vertical trade communities and the Company expects that
additional companies will offer competing vertical trade communities on a
standalone or portfolio basis. Competitors may develop Internet products or
services that are superior to, or have greater market acceptance than, the
Company's vertical trade portal. If the Company is unable to compete
successfully against its competitors, the business, financial condition and
operating results will be adversely affected.

Virtually all of the Company's competitors have greater brand recognition and
greater financial, marketing and other resources than the Company. This places
the Company at a disadvantage in responding to competitors' pricing strategies,
technological advances, advertising campaigns, strategic partnerships and other
initiatives. The Company's future success depends upon its ability to deliver
compelling Internet content about the natural stone industry that will attract
users who will in turn purchase natural stone products through the Company's
auction marketplace. If the Company is unable to develop Internet content that
attracts a loyal user base, it could have a material adverse effect on the
business, financial condition and operating results.

Internet users can freely navigate and instantly switch among a large number of
Websites. Many of these Internet sites offer original content. Thus, it may be
difficult for the Company to distinguish its content and attract users. To be
successful, the Company must establish and strengthen the brand awareness of the
"slabsdirect.com" brand. The Company believes that brand recognition will become
more important in the future with the growing number of Internet sites. The
Company's brand awareness could be diluted, which could adversely affect the
business, financial condition and operating results if users do not perceive its
products and services to be of high quality. Proprietary rights are important to
the Company's success and its competitive position.


                                       15

<PAGE>


Risks of Potential Government Regulation and Other Legal Uncertainties Relating
to the Internet

The Company is not currently subject to direct federal, state, or local
regulation in the United States and Canada other than regulations applicable to
businesses generally or directly applicable to electronic commerce. However,
because the Internet is becoming increasingly popular, it is possible that a
number of laws and regulations may be adopted with respect to the Internet.
These laws may cover issues such as user privacy, freedom of expression,
pricing, content, and quality of products and services, taxation, advertising,
intellectual property rights and information security. Furthermore, the growth
of electronic commerce may prompt calls for more stringent consumer protection
laws. The adoption of such consumer protection laws could create uncertainty in
Internet usage and reduce the demand for all products and services.

In addition, the Company is not certain how its business may be affected by the
application of existing laws governing issues such as property ownership,
copyrights, encryption, and other intellectual property issues, taxation, libel,
obscenity, and export or import matters. It is possible that future applications
of these laws to the Company's business could reduce demand for its products and
services or increase the cost of doing business as a result of litigation costs
or increased service delivery costs.

Because the Company's services will likely be available over the Internet in
multiple states, and possibly foreign countries, other jurisdictions may claim
that the Company is required to qualify to do business and pay taxes in each
state or foreign country. The Company's failure to qualify in other
jurisdictions when it is required to do so could subject the Company to
penalties and could restrict the Company's ability to enforce contracts in those
jurisdictions. The application of laws or regulations from jurisdictions whose
laws do not currently apply to the Company's business may have a material
adverse affect on its business, results of operations and financial condition.

Intellectual Property Rights

As part of its confidentiality procedures, the Company expects to enter into
nondisclosure and confidentiality agreements with its key employees, and any
consultants and/or business partners and will limit access to and distribution
of its technology, documentation, and other proprietary information.

Despite the Company's efforts to protect any intellectual property rights it may
have, unauthorized third parties, including competitors, may from time to time
copy or reverse-engineer certain portions of the Company's technology and use
such information to create competitive services and/or products.

It is possible that the scope, validity, and/or enforceability
of the Company's intellectual property rights could be challenged by other
parties, including competitors. The results of such challenges before
administrative bodies or courts depend on many factors which cannot be
accurately assessed at this time. Unfavorable decisions by such administrative
bodies or courts could have a negative impact on the Company's intellectual
property rights. Any such challenges, whether with or without merit, could be


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<PAGE>


time consuming, result in costly litigation and diversion of resources, and
cause service or product delays. If such events should occur, the Company's
business, operating results and financial condition could be materially
adversely affected.

The Company has not applied for any trademarks, though it does intend to do so
in the future. There is no guarantee that the Company's applications, when made,
will be accepted. Although the Company seeks to protect its proprietary rights,
its actions may be inadequate to protect any trademarks and other proprietary
rights or to prevent others from claiming violations of their trademarks and
other proprietary rights. In addition, effective copyright and trademark
protection may be unenforceable or limited in certain countries.

Risks of technology trends and evolving industry standards

The Company's market is characterized by rapid technological change and frequent
new product announcements. If the Company is unable to successfully respond to
these developments or if it does not respond in a cost-effective way, its
business, financial condition and operating results will be materially adversely
affected. To be successful, the Company must adapt to a rapidly changing market
by continually improving the responsiveness, services and features of its
vertical trade portal and by developing new features to meet customer needs. The
Company's success will depend, in part, on its ability to license leading
technologies useful in its business, enhance existing services and develop new
services and technology that address the needs of customers. The Company will
also need to respond to technological advances and emerging industry standards
in a cost-effective and timely basis.


                                       17


<PAGE>


                           PART II: OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

3.1      Articles of Incorporation of the Registrant*

3.2      By-laws of the Registrant*


         ----------------
         * Included as an Exhibit to Slabsdirect.com, Inc.'s registration
         statement on Form 10-SB dated June 28, 2000.

(b)      Reports on Form 8-K filed during the three months ended June 30, 2001.

         No Current Reports on Form 8-K were filed during the three months ended
June 30, 2001





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<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Date:  August 13, 2001                      Slabsdirect.com, Inc.


                                            /s/ Steven Bruk
                                            -----------------------------------
                                            Steven Bruk
                                            President