UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                   FORM 10-QSB

(Mark One)
[x]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         For the quarterly period ended June 30, 2001

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         Commission File Number: 000-31317

                              GO-RACHELS.COM CORP.
        (Exact name of small business issuer as specified in its charter)

                      Minnesota                          41-1766701
         (State or other jurisdiction of    (I.R.S. Employer Identification No.)
         incorporation or organization)

            8120 Penn Avenue South, Suite 140, Bloomington, MN 55431
            --------------------------------------------------------
                    (Address of principal executive offices)

                                 (952) 884-2305
                                 --------------
                           (Issuer's telephone number)

Check whether the issuer: (1) filed all reports required to be filed by Section
12, 13 or 15(d) of the Securities Exchange Act during the past 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 [ ]

The Registrant had 9,833,585 shares of Common Stock, $.01 par value outstanding
as of July 31, 2001.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [x]

<PAGE>


                              GO-RACHELS.COM CORP.

                                   FORM 10-QSB

                                Table of Contents

PART I.  FINANCIAL INFORMATION                                                3
    Item 1.   Financial Statements                                            3
    Item 2.   Management's Discussion and Analysis or Plan of Operation       11
PART II. OTHER INFORMATION                                                    14
    Item 1.   Legal Proceedings                                               14
    Item 2.   Changes in Securities                                           14
    Item 3.   Defaults Upon Senior Securities                                 15
    Item 4.   Submissions Of Matters To A Vote of Security Holders            15
    Item 5.   Other Information                                               15
    Item 6.   Exhibits and Reports on Form 8-K                                15
SIGNATURE                                                                     16

<PAGE>


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements


                      GO-RACHELS.COM CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

<TABLE>
<CAPTION>
                                           Three Months Ended                Six Months Ended
                                                June 30,                         June 30,
                                     -----------------------------     -----------------------------
                                         2000              2001            2000             2001
                                     ------------     ------------     ------------     ------------
<S>                                  <C>              <C>              <C>              <C>
SALES                                $  4,632,714     $  4,527,887     $  8,872,089     $  8,694,556

COST OF GOODS SOLD                      3,636,159        3,454,756        7,014,553        6,476,914
                                     ------------     ------------     ------------     ------------

GROSS MARGIN                              996,555        1,073,131        1,857,536        2,217,642

OPERATING EXPENSES                      1,347,760        1,382,120        2,760,465        3,066,366
                                     ------------     ------------     ------------     ------------

OPERATING LOSS                           (351,205)        (308,989)        (902,929)        (848,724)
                                     ------------     ------------     ------------     ------------

NONOPERATING INCOME (EXPENSES)
  Interest                               (194,134)        (213,298)        (362,213)        (417,360)
  Gain on foreign exchange                 65,315          244,756          109,898          244,756
  Other                                   (12,353)          53,268           74,235           52,199
                                     ------------     ------------     ------------     ------------
                                         (141,172)          84,726         (178,080)        (120,405)
                                     ------------     ------------     ------------     ------------

LOSS BEFORE INCOME TAXES                 (492,377)        (224,263)      (1,081,009)        (969,129)

INCOME TAX BENEFIT                             --               --          (19,500)              --
                                     ------------     ------------     ------------     ------------

NET LOSS                             $   (492,377)    $   (224,263)    $ (1,061,509)    $   (969,129)
                                     ============     ============     ============     ============

NET LOSS PER SHARE -
  BASIC AND DILUTED                  $      (0.06)    $      (0.02)    $      (0.12)    $      (0.10)
                                     ============     ============     ============     ============

WEIGHTED AVERAGE SHARES
  OUTSTANDING - BASIC AND DILUTED       8,624,491        9,579,378        8,623,657        9,461,846
</TABLE>

See notes to condensed consolidated financial statements.


                                       3
<PAGE>


                      GO-RACHELS.COM CORP. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                     December 31,       June 30,
                                                                         2000             2001
                                                                     ------------     ------------
                                                                      (audited)        (unaudited)
<S>                                                                  <C>              <C>
                                     ASSETS
CURRENT ASSETS
  Cash                                                               $         --     $    223,924
  Marketable securities                                                   133,950           56,250
  Accounts receivable, less allowance of $75,000 and $64,000            1,808,240        2,130,237
  Inventories, less allowance of $75,000 and $60,000                    3,482,195        4,124,295
  Prepaid expenses and other                                               35,766          209,997
  Restricted securities                                                   515,700          515,700
                                                                     ------------     ------------
      TOTAL CURRENT ASSETS                                              5,975,851        7,260,403

PROPERTY AND EQUIPMENT                                                    520,900          542,734

GOODWILL                                                                2,840,194        2,750,477

OTHER ASSETS                                                              181,013          134,695
                                                                     ------------     ------------

                                                                     $  9,517,958     $ 10,688,309
                                                                     ============     ============

                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES
  Checks issued in excess of deposits                                $    104,580     $         --
  Line of credit borrowings                                             1,439,405        2,157,325
  Obligation payable to stockholder                                       515,700          515,700
  Convertible subordinated debt                                         2,035,685        3,010,534
  Notes payable                                                           645,713          424,294
  Current maturities of long-term debt                                     42,117           40,927
  Accounts payable                                                      4,000,570        4,474,144
  Accrued expenses                                                        696,158          753,953
                                                                     ------------     ------------
      TOTAL CURRENT LIABILITIES                                         9,479,928       11,376,877
                                                                     ------------     ------------

LONG-TERM DEBT, less current maturities                                    13,508           86,630
                                                                     ------------     ------------

COMMITMENTS AND CONTINGENCIES                                                  --               --
                                                                     ------------     ------------

STOCKHOLDERS' EQUITY (DEFICIENCY)
  Preferred stock, $.01 par value; 20,000,000 shares authorized;
    no shares issued and outstanding                                           --               --
  Common stock, $.01 par value; 50,000,000 shares authorized;
    9,041,563 and 9,833,585 shares issued and outstanding                  90,416           98,336
  Additional paid-in capital                                           13,128,676       13,348,965
  Accumulated other comprehensive income (loss)                            26,693          (32,107)
  Accumulated deficit                                                 (13,221,263)     (14,190,392)
                                                                     ------------     ------------
                                                                           24,522         (775,198)
                                                                     ------------     ------------

                                                                     $  9,517,958     $ 10,688,309
                                                                     ============     ============
</TABLE>

See notes to condensed consolidated financial statements.


                                       4
<PAGE>


                      GO-RACHELS.COM CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                       Six Months Ended
                                                                                            June 30,
                                                                                 -----------------------------
                                                                                     2000              2001
                                                                                 ------------     ------------
<S>                                                                              <C>              <C>
OPERATING ACTIVITIES
  Net loss                                                                       $ (1,061,509)    $   (969,129)
  Adjustments to reconcile net loss to net cash used by operating activities:
    Depreciation                                                                       97,694           95,076
    Amortization                                                                       89,717           89,717
    Interest expense added to debt principal                                          132,936          109,914
    Gain on sales of marketable securities                                            (97,558)         (59,735)
    Common stock issued for services                                                    1,500           60,000
    Changes in operating assets and liabilities:
      Accounts receivable                                                            (251,598)        (321,997)
      Inventories                                                                    (699,259)        (642,100)
      Prepaid expenses and other                                                      186,747           32,729
      Accounts payable                                                                266,316          473,574
      Accrued expenses                                                               (142,665)          57,795
                                                                                 ------------     ------------
         Net cash used by operating activities                                     (1,477,679)      (1,074,156)
                                                                                 ------------     ------------

INVESTING ACTIVITIES
  Proceeds from sales of marketable securities                                        107,534           73,702
  Purchases of property and equipment                                                 (35,686)         (28,885)
                                                                                 ------------     ------------
        Net cash provided by investing activities                                      71,848           44,817
                                                                                 ------------     ------------

FINANCING ACTIVITIES
  Decrease in checks issued in excess of deposits                                          --         (104,580)
  Net proceeds on line of credit borrowings                                         1,215,483          717,920
  Proceeds from debt                                                                  336,240          952,665
  Payments on debt                                                                   (153,396)        (335,242)
  Proceeds from sale of common stock                                                       --           22,500
                                                                                 ------------     ------------
        Net cash provided by financing activities                                   1,398,327        1,253,263
                                                                                 ------------     ------------

NET INCREASE (DECREASE) IN CASH                                                        (7,504)         223,924

CASH
  Beginning of period                                                                  32,393               --
                                                                                 ------------     ------------

  End of period                                                                  $     24,889     $    223,924
                                                                                 ============     ============

Cash paid for interest                                                           $    159,225     $    167,864

Noncash operating, financing and investing activities:
  Convertible subordinated debt refinanced                                       $  1,239,317     $  1,529,770
  Unrealized losses on securities                                                     (84,799)         (63,733)
  Foreign currency translation gain (loss)                                             (7,152)           4,933
  Equipment acquired under capital lease                                                   --           98,025
  Common stock issued for prepaid financing costs                                          --          145,709
</TABLE>

See notes to condensed consolidated financial statements.


                                        5
<PAGE>


                      GO-RACHELS.COM CORP. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)


1. Basis of Presentation and Significant Accounting Policies -

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information. They do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments, consisting of normal
recurring accruals, considered necessary for a fair presentation have been
included. Operating results for the three month and six month periods ended June
30, 2001, are not necessarily indicative of the results that may be expected for
the year ending December 31, 2001. For further information, refer to the
financial statements and footnotes included in our Annual Report on Form 10-KSB
for the year ended December 31, 2000.

Nature of Business

The Company manufactures, markets and distributes "Rachel's Made From the Heart"
gourmet potato chips. The potato chips are sold by independent distributors and
Company sales personnel to grocery and convenience stores, restaurants, and
other retail and institutional accounts. The Company also manufactures potato
chips for others under private labels. In addition, the Company distributes
confectionery and specialty snacks primarily in Canada.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of
GO-RACHELS.COM CORP., its U.S. subsidiary, Rachel's Gourmet Snacks, Inc., and
its Canadian subsidiary, Triple-C-Inc. (collectively "the Company"). All
significant intercompany balances and transactions have been eliminated.

Management Estimates

The preparation of these condensed consolidated financial statements in
conformity with generally accepted accounting principles in the United States of
America requires management to make estimates and assumptions that may affect
the reported amounts and disclosures in the condensed consolidated financial
statements and accompanying notes. Actual results could differ from these
estimates. Significant management estimates relate to amortization periods for
goodwill and the valuation allowance on deferred tax assets.

Revenue Recognition

The Company recognizes revenue at the time product is shipped to a customer.
Estimated allowances are recorded at the time of sale as a reduction against
accounts receivable with a charge to the statement of operations.

Foreign Currency Translation and Transactions

Assets and liabilities of Triple-C-Inc. are translated at the exchange rate in
effect at the balance sheet date. Revenues and expenses are translated at the
average period exchange rate. Translation adjustments arising from the use of
differing exchange rates are reported as accumulated other comprehensive income
(loss) in stockholders' equity.


                                       6
<PAGE>


                      GO-RACHELS.COM CORP. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)


Fair Value of Financial Instruments

The carrying amounts of financial instruments consisting of cash, marketable
securities, receivables, line of credit borrowings, convertible subordinated
debt, notes payable, long-term debt, accounts payable, accrued expenses and off
balance sheet foreign exchange contracts approximate their fair values.

Marketable Securities

Marketable securities are classified as available-for-sale securities and are
recorded at fair value.

Inventories

Inventories, consisting primarily of food products available for resale, are
valued at the lower of cost or market, with cost determined on a moving average
basis and market determined at net realizable value.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation.
Depreciation is provided using both the straight-line and declining balance
methods over the estimated useful lives of the assets, primarily three to eleven
years. Leasehold improvements are amortized over the lease term.

Goodwill

Goodwill represents the excess of the purchase price and related costs over the
fair value of the identifiable net assets of businesses acquired and is
amortized on a straight-line basis over 20 years. The Company evaluates goodwill
periodically for impairment by comparing the net carrying values to the
undiscounted future cash flows of the assets acquired. This evaluation is done
whenever events or changes in circumstances indicate that the carrying amount of
goodwill may not be recoverable, but in no event less than annually.

Common Stock Issued

The Company issued common stock for services and financing. The value of these
services and financing was based on the fair value of the common stock as
determined by sales during the same time periods. The costs of the services were
charged to operations and stockholders' equity was increased. Stock issued for
financing was to settle liabilities and to obtain additional debt financing.

Stock-Based Compensation

The Company accounts for employee stock options under Accounting Principles
Board No. 25, "Accounting for Stock Issued to Employees," and provides the
disclosures required by Statement of Financial Accounting Standards (SFAS) No.
123, "Accounting for Stock-Based Compensation." Options and warrants to
nonemployees are accounted as required by SFAS No. 123.


                                       7
<PAGE>


                      GO-RACHELS.COM CORP. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)


Credit Risk

Significant concentrations of credit risk exist in marketable securities which
are invested in one entity and accounts receivable which are due from customers
dispersed across different geographic and economic regions in the Upper Midwest
and Canada.

Net Loss Per Share

Net loss per share - basic is determined by dividing the net loss by the
weighted average common shares outstanding. Net loss per share - diluted
normally includes common stock equivalents (options, warrants and convertible
debentures), but were excluded since their effect was antidulitive.

Reclassifications

Certain reclassifications were made to the June 30, 2000 financial statements to
make them comparable with June 20, 2001. The reclassifications did not affect
net loss or net cash flows.

2. Going Concern

The condensed consolidated financial statements were prepared in contemplation
of the Company as a going concern. The Company has incurred net losses of
$1,893,215, $1,939,225 and $969,129 for calendar years 1999 and 2000 and the six
months ended June 30, 2001, respectively, and as of June 30, 2001, has a
stockholders' deficiency of $775,198, including an accumulated deficit of
$14,190,392. The Company also has a material uncertainty regarding a shareholder
dispute (Note 3). These conditions, among others, raise substantial doubt about
the Company's ability to continue as a going concern.

The Company's continuation as a going concern is dependent upon its ability to
generate sufficient operating cash flows and obtain additional financing or
refinancing to meet its obligations. The Company is aggressively pursuing plans
to increase sales and profits and decrease operating expenses. In addition, the
Company is attempting to raise debt and equity financing. The condensed
consolidated financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets and liabilities should the
Company be unable to continue as a going concern.

3. Contingencies and Uncertainties

The Company has a dispute relating to options held by certain stockholders. The
stockholders believe the Company is required to repurchase their 608,000 shares
for $3.221 per share ($1,958,368) with five year 6% promissory notes. The
Company believes the stockholders did not exercise their options by the October
1, 1999, specified date in the manner required. The stockholders assert that
they did properly exercise their options and the Company's dispute is without
merit. It is possible that either party may resort to judicial resolution of
this matter. While the Company is confident that it did not receive actual or
constructive notice of exercise of the stockholders' right to require the
Company to purchase all or part of its shares, it is a possibility that
litigation with the stockholders will result in an adverse judgement against the
Company, which may have a material adverse effect on the Company and its
operations, and may jeopardize the Company's ability to continue as a going
concern. The terms of the notes require the principal to be paid in full five
years after the exercise of the options with semi-annual interest payments. The
outcome at this time cannot be determined.


                                       8
<PAGE>


                      GO-RACHELS.COM CORP. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)


The Company is also a defendant to various claims in litigation, and in some
cases judgements have been awarded to the plaintiffs. The Company is currently
engaged in negotiations with several of these plaintiffs. The potential for
payment of these judgments by judicial means exists, and satisfaction of these
judgements may have a material adverse affect on the financial condition of the
Company. The liabilities related to the judgments are included in accounts
payable at December 31, 2000 and June 30, 2001.

4. Changes in Securities

Issuance of Common Stock

In 2001, the Company issued common stock as follows: (i) 200,000 shares on
January 8; 163,300 shares on March 5; 4,592 shares on April 1; and 274,130
shares on June 21 to four individuals in exchange for services provided to the
Company and (ii) 150,000 shares on April 1 in exchange for cash.

Providers of services to the Company agreed to accept common stock of the
Company in lieu of cash compensation. All issuances of common stock were exempt
from registration under Section 4(2) of the Securities Act of 1933. There were
no offering expenses incurred by the Company in conjunction with these
issuances.

Convertible Debenture Offerings

In 2001, the Company sold or reissued convertible debentures to twelve
individuals in the following amounts on the dates indicated: $125,000 on January
8; $10,000 on January 11; $1,400 on January 23; $9,511 on January 24; $1,380 on
January 25; $3,000 on January 29; $1,200 on January 30; $5,360 on February 8;
$62,672 on February 20; $300,000 on February 28; $22,400 on April 4; $610,495 on
April 20; $11,200 on May 11; $44,800 on May 15; $81,840 on May 20; $61,344 on
June 3; $660,282 on June 8; $350,000 on June 11; and $147,323 on June 23. All
are short term (six months to one year), are convertible into common stock of
the Company at a weighted-average conversion rate of $.73 per share, and were
issued to certain parties known to the Company. The issuance of the convertible
debentures was exempt from registration under Section 4(2) of the Securities Act
of 1933. As of the date of this report none of the convertible debentures issued
in 2001 have been converted into common stock of the Company. The Company
incurred offering expenses of $122,951 in conjunction with these issuances.

Warrant Issuances

In 2001, the Company issued, to certain parties known to the Company, 240,833
warrants convertible into common stock of the Company as follows: (i) a warrant
to purchase 170,833 shares of common stock was issued on January 16, with a
per-share exercise price of $1.00, and a warrant to purchase 30,000 shares of
common stock was issued on January 16, with a per-share exercise price of $.50
in connection with debt financing and (ii) a warrant to purchase 15,000 shares
of common stock was issued on April 11, with a per-share exercise price of $.65,
and a warrant to purchase 25,000 shares of common stock was issued on April 30,
with a per-share exercise price of $.70 in exchange for services. The warrants
issued carried an immaterial fair value as calculated by the Black-Scholes
option-pricing model. The issuance of the warrants was exempt from registration
under Section 4(2) of the Securities Act of 1933. As of the date of this report,
none of the warrants issued in 2001 have been converted into common stock. There
were no offering expenses incurred by the Company in conjunction with these
issuances.


                                       9
<PAGE>


                      GO-RACHELS.COM CORP. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)


Stock Option Issuances

The Company has entered into the following transactions under the Company's
written stock option plan during the six months ended June 30, 2001. The options
indicated below as granted under the Company's stock option plan were granted to
persons who were directors or employees of the Company in private transactions
that were exempt under Section 4(2) of the Securities Act of 1933 and SEC Rule
701. The Company advised each option holder of the restricted nature under the
Securities Act of the common stock purchasable on exercise of the options.

During the six months ended June 30, 2001 the Company granted (i) an option to
purchase 200,000 shares of common stock of the Company to Lawrence Castriotta,
the Chief Executive Officer and a director of the Company; (ii) an option to
purchase 100,000 shares of common stock of the Company to Pablo Malacara, the
Chief Financial Officer of the Company; and (iii) an option to purchase 25,000
shares of common stock of the Company to an employee of the Company. Each of the
options granted by the Company in the six months ended June 30, 2001 has a term
of five years and an exercise price of $ .30 per share.


                                       10
<PAGE>


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

        INTRODUCTION

        This quarterly report on Form 10-QSB contains certain forward-looking
        statements that involve risks and uncertainties. These statements refer
        to objectives, expectations, intentions, future events, or our future
        financial performance, and involve known and unknown risks,
        uncertainties, and other factors that may cause our actual results,
        level of activity, performance, or achievements to be materially
        different from any results expressed or implied by these forward-looking
        statements. In some cases, you can identify forward-looking statements
        by words such as "may," "will," "should," "could," "expects,"
        "anticipates," "intends," "plans," "believe," "estimates," "predicts,"
        "potential," and similar expressions. Our actual results could differ
        materially from those included in forward-looking statements.

        RESULTS OF OPERATIONS

        THREE MONTHS ENDED JUNE 30, 2001, COMPARED TO THREE MONTHS ENDED JUNE
        30, 2000

        Sales for the three months ended June 30, 2001, were $4,527,887 compared
        to $4,632,714 for the three months ended June 30, 2000. The net loss for
        the three months ended June 30, 2001 was $224,263, or $.02 per share,
        compared to a net loss of $492,377, or $.06 per share, in the comparable
        period of 2000. The decrease in the net loss was the result of an
        increase in the gross margin of $76,576, a decrease in nonoperating
        expenses of $225,898, offset by an increase in the operating expenses of
        $34,360.

        Sales for Triple-C-Inc. for the three months ended June 30, 2001, were
        $4,065,103, compared to $4,330,329 for the three months ended June 30,
        2000. The decrease was partially caused by the weaker Canadian dollar as
        compared to the U.S. dollar. Triple-C-Inc.'s sales in Canadian dollars
        decreased by $169,602 in the three months ended June 30, 2001 compared
        to the comparable three months in 2000. Sales of snack foods were
        $462,784 for the three months ended June 30, 2001, compared to $302,385
        for the three months ended June 30, 2000.

        Cost of goods sold decreased by $181,403 to $3,454,756 in the three
        months ended June 30, 2001, from $3,636,159 in the comparable period of
        2000. Cost of goods sold as a percentage of sales decreased by 2.2% to
        76.3% in 2001, as compared to 78.5% in 2000. The margin improvement was
        primarily due to a change in the sales mix at Triple-C-Inc. to higher
        margin products. The Company also had a sufficient supply of proprietary
        products in 2001 which was not the case in 2000.

        Operating expenses for the three months ended June 30, 2001, were
        $1,382,120, compared to $1,347,760 in the same period the prior year.
        The increase was primarily attributable to increased expenses in the
        snack foods operations.

        Net nonoperating income (expenses) for the three months ended June 30,
        2001, was income of $84,726, compared to expenses of $141,172 for the
        three months ended June 30, 2000. Interest expense increased by $19,164
        to $213,298 in 2001, compared to $194,134 in 2000, because of an
        increase in the amount of debt outstanding. Foreign currency gains were
        $244,756 in 2001 compared to gains of $65,315 in 2000. The fluctuations
        in foreign exchange were primarily at Triple-C-Inc. and were caused by
        fluctuations of the Canadian dollar in relation to other foreign
        currencies. The Company realized a gain of $59,735 in the three months
        ended June 30, 2001 from the sale of marketable securities it holds for
        investment, which gain was included in net other nonoperating income
        (expense). The Company did not sell any marketable securities it holds
        for investment in the three months ended June 30, 2000.


                                       11
<PAGE>


        SIX MONTHS ENDED JUNE 30, 2001, COMPARED TO SIX MONTHS ENDED JUNE 30,
        2000

        Sales for the six months ended June 30, 2001, were $8,694,556 compared
        to $8,872,089 for the six months ended June 30, 2000. The net loss for
        the six months ended June 30, 2001 was $969,129, or $.10 per share,
        compared to a net loss of $1,061,509, or $.12 per share, in the
        comparable period of 2000. The decrease in the net loss was the result
        of an increase in the gross margin of $360,106, a decrease in
        nonoperating expenses of $57,675, offset by an increase in the operating
        expenses of $305,901 and decreased income tax benefit of $19,500.

        Sales for Triple-C-Inc. for the six months ended June 30, 2001, were
        $8,015,828, compared to $8,327,401 for the six months ended June 30,
        2000. The decrease was primarily caused by the weaker Canadian dollar as
        compared to the U.S. dollar. Triple-C-Inc.'s sales in Canadian dollars
        increased by $48,351 in the six months ended June 30, 2001 compared to
        the comparable six months in 2000. Sales of snack foods were $678,728
        for the six months ended June 30, 2001, compared to $544,688 for the six
        months ended June 30, 2000.

        Cost of goods sold decreased by $537,639 to $6,476,914 in the six months
        ended June 30, 2001, from $7,014,553 in the comparable period of 2000.
        Cost of goods sold as a percentage of sales decreased by 4.6% to 74.5%
        in 2001, as compared to 79.1% in 2000. The margin improvement was
        primarily due to a change in the sales mix at Triple-C-Inc. to higher
        margin products. The Company also had a sufficient supply of proprietary
        products in 2001 which was not the case in 2000.

        Operating expenses for the six months ended June 30, 2001, were
        $3,066,366, compared to $2,760,465 in the same period the prior year.
        The increase was primarily attributable to increased sales, marketing
        and general and administrative expenses in the Triple-C-Inc. operations.
        Operating expenses increased slightly in the snack foods operations in
        the six months ended June 30, 2001 compared to expenses in 2000.

        Net nonoperating expense for the six months ended June 30, 2001, was
        $120,405, compared to $178,080 for the six months ended June 30, 2000.
        Interest expense increased by $55,147 to $417,360 in 2001, compared to
        $362,213 in 2000, because of an increase in the amount of debt
        outstanding. Foreign currency gains were $244,756 in 2001 compared to
        gains of $109,898 in 2000. The fluctuations in foreign exchange were
        primarily at Triple-C-Inc. and were caused by fluctuations of the
        Canadian dollar in relation to other foreign currencies. The Company
        realized a gain of $59,735 in the six months ended June 30, 2001 from
        the sale of marketable securities it holds for investment, compared to a
        gain of $97,558 in 2000. The gains are included in net other
        nonoperating income (expense).

        The income tax benefit decreased $19,500 in the six months ended June
        30, 2001 compared to the comparable period of 2000. A tax benefit of
        $19,500 in 2000 resulted from partial utilization of the operating loss
        of Triple-C-Inc. Triple-C-Inc. has operating loss carryforwards for
        Canadian federal income tax purposes, and therefore no tax benefit was
        utilized in 2001.

        LIQUIDITY AND CAPITAL RESOURCES (FOR THE SIX MONTHS ENDED JUNE 30, 2001)

        Triple-C-Inc. has a $4,955,250 ($7,500,000 Canadian dollars) revolving
        line of credit facility expiring in 2003, subject to a four year
        extension. Borrowings are due on demand, bear interest at the prime rate
        plus 1.5% to 2% (as defined in the debt instrument), and are
        collateralized by substantially all Triple-C-Inc. assets. Advances are
        subject to defined limitations on the collateralized assets.
        Triple-C-Inc.'s use of the line of credit facility is subject to
        operating covenants relating to tangible net worth, additional debt, and
        dividends, among others. The


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<PAGE>


        Triple-C-Inc. line of credit may not be utilized by the Company for its
        U.S. operations, and may be cancelled at any time by the lender. At June
        30, 2001, the loan balance on the line of credit facility was
        $2,157,325.

        The Company is currently in dispute with former stockholders of
        Triple-C-Inc. stock, one of whom, Mr. Harm Scholtens, is currently
        employed by Triple-C-Inc. The dispute relates to the obligation of the
        Company to repurchase shares of common stock issued to the former
        stockholders of Triple-C-Inc. for a total of $1,958,368 by delivery of a
        five-year 6% promissory note. Although neither party has resorted to
        litigation at this point, it is a possibility that either party may
        resort to judicial resolution of this matter, and it is a possibility
        that any litigation with former Triple-C-Inc. stockholders will result
        in an adverse judgment against the Company, which adverse judgement may
        have a material adverse effect on the Company and its operations, its
        future liquidity, and any adverse judgment may jeopardize the Company's
        ability as a going concern.

        The Company does not have any material credit facilities in place to
        finance its U.S. operations, and is financing its U.S. operations out of
        cashflow. The Company is actively exploring alternatives to provide
        operating capital for its U.S. operations. The Company estimates that it
        will need at least $400,000 in operating capital over the next twelve
        months, of which there can be no assurance of availability. The
        inability of the Company to obtain additional capital financing will
        have a material adverse effect on the Company's ability to continue
        operations. In the event that the Company has insufficient cashflow to
        provide operating capital to the Company over the next 12 months, and is
        unable to obtain additional capital financing, the Company may consider
        pursuing additional debt or equity financing, and may be forced to
        explore alternatives, including reorganization under the U.S. Bankruptcy
        Code, although no such reorganization is currently under consideration
        by the Company.

        The Company is a defendant to various claims in litigation and in some
        cases judgments have been awarded to the plaintiffs. The Company is
        currently engaged in negotiations with several of these plaintiffs. The
        potential for collection of these judgments by judicial exists, and
        satisfaction of these judgments may have a material adverse affect upon
        the financial condition of the Company.

        Net cash used by operating activities for the six months ended June 30,
        2001, was $1,074,156. Negative operating cashflow resulted primarily
        from the net operating loss.

        Net cash provided by investing activities for the six months ended June
        30, 2001, was $44,817. Investing cash flows resulted from proceeds on
        the sale of marketable securities held for investment. Outflows related
        to the purchase of property and equipment.

        Net cash provided by financing activities for the six months ended June
        30, 2001, was $1,253,263. Financing cash flows resulted primarily from
        excess proceeds over payments on Company debt and from proceeds from the
        sale of common stock.

        The Company issued $2,509,207 of short term, six months to one year, 12%
        convertible subordinated debentures in the six months ended June 30,
        2001. The debentures were convertible in common stock at a
        weighted-average rate of $.73 per share. The debentures contained no
        immediate beneficial conversion features. Debentures for $1,529,770 were
        refinanced in 2001.

        The Company issued $87,730 of short term promissory notes at interest
        rates ranging from 8.25% to 15% in the six months ended June 30, 2001.
        Notes in the amount of $309,149, including $50,000 of notes issued in
        2001, were retired in 2001.


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<PAGE>


PART II - OTHER INFORMATION

Item 1. Legal Proceedings

        In June 2001, the Company entered into a settlement agreement with
        Hinshaw & Culbertson, former counsel to the Company, resolving the
        litigation referred to in Part II, Item 2, "Legal Proceedings" of the
        Company's Form 10-SB, dated October 20, 2000.

Item 2. Changes in Securities

        Issuance of Common Stock

        In 2001, the Company issued common stock as follows: (i) 200,000 shares
        on January 8; 163,300 shares on March 5; 4,592 shares on April 1; and
        274,130 shares on June 21 to four individuals in exchange for services
        provided to the Company and (ii) 150,000 shares on April 1 in exchange
        for cash.

        Providers of services to the Company agreed to accept common stock of
        the Company in lieu of cash compensation. All issuances of common stock
        were exempt from registration under Section 4(2) of the Securities Act
        of 1933. There were no offering expenses incurred by the Company in
        conjunction with these issuances.

        Convertible Debenture Offerings

        In 2001, the Company sold or reissued convertible debentures to twelve
        individuals in the following amounts on the dates indicated: $125,000 on
        January 8; $10,000 on January 11; $1,400 on January 23; $9,511 on
        January 24; $1,380 on January 25; $3,000 on January 29; $1,200 on
        January 30; $5,360 on February 8; $62,672 on February 20; $300,000 on
        February 28; $22,400 on April 4; $610,495 on April 20; $11,200 on May
        11; $44,800 on May 15; $81,840 on May 20; $61,344 on June 3; $660,283 on
        June 8; $350,000 on June 11; and $147,323 on June 23. All are short term
        (six months to one year), are convertible into common stock of the
        Company at a weighted-average conversion rate of $.73 per share, and
        were issued to certain parties known to the Company. The issuance of the
        convertible debentures was exempt from registration under Section 4(2)
        of the Securities Act of 1933. As of the date of this report none of the
        convertible debentures issued in 2001 have been converted into common
        stock of the Company. The Company incurred offering expenses of $122,951
        in conjunction with these issuances.

        Warrant Issuances

        In 2001, the Company issued, to certain parties known to the Company,
        240,833 warrants convertible into common stock of the Company as
        follows: (i) a warrant to purchase 170,833 shares of common stock was
        issued on January 16, with a per-share exercise price of $1.00, and a
        warrant to purchase 30,000 shares of common stock was issued on January
        16, with a per-share exercise price of $.50 in connection with debt
        financing and (ii) a warrant to purchase 15,000 shares of common stock
        was issued on April 11, with a per-share exercise price of $.65, and a
        warrant to purchase 25,000 shares of common stock was issued on April
        30, with a per-share exercise price of $.70 in exchange for services.
        The warrants issued carried an immaterial fair value as calculated by
        the Black-Scholes option-pricing model. The issuance of the warrants was
        exempt from registration under Section 4(2) of the Securities Act of
        1933. As of the date of this report, none of the warrants issued in 2001
        have been converted into common stock. There were no offering expenses
        incurred by the Company in conjunction with these issuances.


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<PAGE>


        Stock Option Issuances

        The Company has entered into the following transactions under the
        Company's written stock option plan during the six months ended June 30,
        2001. The options indicated below as granted under the Company's stock
        option plan were granted to persons who were directors or employees of
        the Company in private transactions that were exempt under Section 4(2)
        of the Securities Act of 1933 and SEC Rule 701. The Company advised each
        option holder of the restricted nature under the Securities Act of the
        common stock purchasable on exercise of the options.

        During the six months ended June 30, 2001 the Company granted (i) an
        option to purchase 200,000 shares of common stock of the Company to
        Lawrence Castriotta, the Chief Executive Officer and a director of the
        Company; (ii) an option to purchase 100,000 shares of common stock of
        the Company to Pablo Malacara, the Chief Financial Officer of the
        Company; and (iii) an option to purchase 25,000 shares of common stock
        of the Company to an employee of the Company. Each of the options
        granted by the Company in the six months ended June 30, 2001 has a term
        of five years and an exercise price of $ .30 per share.

Item 3. Defaults Upon Senior Securities

        None.

Item 4. Submission Of Matters To A Vote Of Security Holders

        None.

Item 5. Other Information

        None.

Item 6. Exhibits and Reports on Form 8-K

        Exhibit No.     Description
        -----------     -----------
        3.1.1           Restated Articles of Incorporation*
        3.1.2           Amendment to Articles of Incorporation*
        3.1.3           Notice of Change of Registered Office/Registered Agent*
        3.1.4           Bylaws*
        10.1            Employment Agreement - Lawrence Castriotta*
        10.2            Employment Agreement - Harm Scholtens*
        10.3            Real Property Lease - Menomonie, Wisconsin*
        10.4            Real Property Lease - Hamilton, Ontario*
        10.5            Real Property Lease - Calgary, Alberta*
        10.6            Specimen of Convertible Debentures*
        10.7            Gardner Resources License Agreement**
        10.8            Gardner Resources Private Label Agreement**
        10.9            Amendment to Employment Agreement - Lawrence
                        Castriotta***
        11              Statement Regarding Computation of Earnings Per Share
        21              Subsidiaries of Registrant*

        *   Previously filed with the Company's Form 10-SB dated November 30,
            2000.

        **  Previously filed with the Company's Amendment Number One to Form
            10-SB dated January 16, 2001.

        *** Previously filed with the Company's Form 10-QSB dated May 15, 2001

        The Company did not file nor was it required to file any reports on Form
        8-K during its fiscal quarter ended June 30, 2001.


                                       15
<PAGE>


                                    SIGNATURE

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.


                                           GO-RACHELS.COM CORP.

        DATE: August 14, 2001              By: /s/ Pablo Malacara
                                               ------------------
                                           Pablo Malacara
                                           Chief Financial Officer
                                           (Duly authorized officer and
                                            Principal Financial Officer)


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