SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) of the
                             SECURITIES ACT OF 1934

                For The quarterly period ended September 30, 2000
                         Commission File Number 0-19693

                       WHAT'S FOR FREE TECHNOLOGIES, INC.

             (Exact Name of Registrant as Specified in Its Charter)

         Nevada                                           87-0485320
         ---------                                        ----------
         (State or Other Jurisdiction of                 (I.R.S. Employer
         Incorporation or Organization)                  Identification No.)

                 7418 East Helm Drive, Scottsdale, Arizona 85260
               (Address of Principal Executive Offices) (Zip Code)
       Registrant's Telephone Number, Including Area Code: (480) 443-1111

                  Securities registered under Section 12(b) of
                  the Exchange Act: None Securities registered
                    under Section 12(g) of the Exchange Act:

                    Common Stock, Par Value $0.001 Per Share
                                (Title of Class)

Check  whether  the issuer:  (1) has filed all  reports  required to be filed by
Section 13 or 15(d) of the  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.

  X   Yes   ____ No


APPLICABLE ONLY TO CORPORATE ISSUERS:

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

                                   27,784,006
                    NUMBER OF COMMON STOCK SHARES OUTSTANDING
                              On September 30, 2000









Traditional Small Business Disclosure Format (Check One):

  X   Yes   ____ No


<PAGE>




TABLE OF CONTENTS

PART I

ITEM 1.           FINANCIAL STATEMENTS.                               F-1 - F-15

ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
                  OF OPERATION.                                         1 - 4

PART II

ITEM 1.           LEGAL PROCEEDINGS.                                        5

ITEM 2.           CHANGES IN SECURITIES.                                5 - 10

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES.                          10

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.      10

ITEM 5            OTHER INFORMATION.                                        10

ITEM 6.           EXHIBITS AND REPORT ON FORM 8-K.                          10

SIGNATURES                                                                  11





<PAGE>



                                     PART I
                              FINANCIAL INFORMATION


Item 1.  Financial Statements


                              WHATSFORFREE TECHNOLOGIES, INC.
                       (Formerly Ranes International Holding, Inc.)
                               (A Development Stage Company)
                                       BALANCE SHEET
                               September 30, 2000
                                        (unaudited)



                                          ASSETS
CURRENT ASSETS:
  Cash                                                    $              38,108
  Prepaid consulting fees                                               750,000
  Deferred financing costs                                              212,616
  Other receivables                                                       2,459
                                                                 ---------------
TOTAL CURRENT ASSETS                                                  1,003,183
                                                                 ---------------

PROPERTY AND EQUIPMENT - at cost, net                                 6,715,631

OTHER ASSETS:
  Intangible assets                                                   3,880,987
  Other deposits                                                      1,360,000
  Security deposits                                                      83,400
                                                                 ---------------
                                                                      5,324,387
                                                                 ---------------
                                                          $          13,043,201
                                                                 ===============

                           LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Notes Payable                                           $             300,000
  Current portion of capital leases payable                           3,368,673
  Loans payable - shareholders                                          249,970
  Accounts payable                                                    2,573,509
  Accrued expenses and other current liabilities                        201,370
                                                                 ---------------
TOTAL CURRENT LIABILITIES                                             6,693,522
                                                                 ---------------

CAPITAL LEASES PAYABLE, net of current portion                             -

COMMITMENT AND CONTINGENCIES                                               -

STOCKHOLDERS' EQUITY:
  Common Stock, $.001 par value; 50,000,000 shares
    authorized; 27,784,006 shares issued and outstanding                 27,784
  Additional paid-in capital                                         34,024,383
  Less: Common stock subscription receivable                           (800,000)
  Deficit accumulated during the development stage                  (26,902,488)
                                                                 ---------------
TOTAL STOCKHOLDERS' EQUITY                                            6,349,679
                                                                 ---------------
                                                          $          13,043,201
                                                             ===================


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

                                       F-1

<PAGE>

                         WHATSFORFREE TECHNOLOGIES, INC.
                  (Formerly Ranes International Holding, Inc.)
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                                                Cumulative
                                                                                                                During the
                                                                                                             Development Stage
                                                                                                             (February 15, 1990)
                              Three Months Ended September 30,        Nine Months Ended September 30,          (inception)to
                              --------------------------------        --------------------------------
                                  2000            1999             2000           1999                        September 30, 2000)
                                ----------     ---------------  ----------      -----------                 ---------------------
                                (unaudited)     (unaudited)     (unaudited)     (unaudited)                      (unaudited)

<S>                            <C>            <C>              <C>             <C>                            <C>
REVENUES                       $      -       $     -          $     -         $    -                         $       1,624

OPERATING EXPENSES:
  Advertising and marketing        681,725          -             1,378,599         -                             1,410,599
  Bonus and incentives             316,880          -             6,258,544         -                             6,258,544
  Consulting fees                  350,039        65,125          1,457,021      165,250                          2,490,744
  Depreciation and amortization    724,236          -               816,192         -                               816,192
  Finders fees and referrals       219,500          -             1,790,002         -                             1,790,002
  Professional fees                318,785        45,000          1,397,757      155,028                          2,448,575
  Public relations                  46,878          -             2,138,228         -                             2,138,228
  Wages and salaries             1,123,245          -             2,586,236         -                             2,586,236
  Other general and
   administrative expenses       1,034,833        51,614          2,412,626      159,999                          6,474,808
                                ----------     ---------------   ----------     -----------                     -------------
TOTAL OPERATING EXPENSES         4,816,121       161,739         20,235,205      480,277                         26,412,304
                                ----------     ---------------   ----------     -----------                     -------------

LOSS FROM OPERATIONS            (4,816,121)     (161,739)       (20,235,205)    (480,277)                       (26,412,304)

INTEREST EXPENSE, net              (44,102)         -               (48,224)        -                               (48,224)
                                -----------    ---------------   ----------     -----------                     -------------
NET LOSS                       $(4,860,223)   $   (161,739)    $(20,283,429)   $(480,277)                     $ (26,460,528)
                                ============   ==============   =============  ============                    ==============


LOSS PER COMMON SHARE,
 basic and diluted             $     (0.19)   $      (0.02)    $     (0.95)    $   (0.06)                     $     (10.44)
                                ============   ==============   =============  ============                    ===============
WEIGHTED AVERAGE NUMBER
 OF COMMON SHARES OUTSTANDING,
 basic and diluted              25,469,803       8,726,647      21,379,653     8,576,647                         2,533,400
                                ============   ==============   =============  ============                    ================
</TABLE>


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

                                       F-2

<PAGE>

                         WHATSFORFREE TECHNOLOGIES, INC.
                  (Formerly Ranes International Holding, Inc.)
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS



<TABLE>
<CAPTION>


                                                                                                               Cumulative
                                                                                                               During the
                                                                                                               Development
                                                          Three Months Ended           Nine Months Ended         Stage
                                                             September 30,                 September 30,    (February 15, 1990
                                                      ------------------------   -------------------------     (inception)to
                                                           2000         1999         2000          1999      September 30, 2000)
                                                      ------------------------   -------------------------   ------------------
                                                        (unaudited)  (unaudited)  (unaudited)   (unaudited)     (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                   <C>          <C>          <C>           <C>           <C>
    Net Loss                                          $ (4,860,223)$  (161,739) $ (20,283,429)$   (480,277) $   (26,460,528)
    Adjustments to reconcile net loss to net cash
      used in operating activities:
        Provision for loan losses                                -           -              -            -          955,000
        Amortization and depreciation                      724,236           -        816,192            -          952,192
        Common stock issued and warrants granted for
        services                                         1,419,991           -     11,761,877      100,500       15,027,132
      Changes in assets and liabilities:
           Other receivables                                     -           -         (2,459)           -           (2,459)
           Prepaid expenses                                    500      65,125         48,500       64,750           48,500
           Accounts payable and accrued expenses
                                                         1,833,421      95,850      3,291,092      270,462        3,489,981
                                                        ----------     --------  ------------      --------      -----------
NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES           (882,075)       (764)    (4,368,227)     (44,565)      (5,990,182)
                                                        ----------     --------  ------------      --------      -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
      Deposits                                                   -           -       (875,000)           -         (875,000)
      Purchase of intangible assets                              -           -        (18,344)           -          (18,344)
      Capital expenditures
                                                        (1,689,596)          -     (4,258,817)           -       (4,082,394)
                                                         ---------      -------  ------------      --------      -----------
NET CASH FLOWS USED IN INVESTING ACTIVITIES             (1,689,596)          -     (5,152,161)           -       (4,975,738)
                                                         ---------      -------  ------------      --------      -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
      Payments of loans payable - related party             91,601           -       (120,059)           -         (102,874)
      Proceeds from note and loans payable                 549,970           -        549,970       44,306          554,970
      Payments of capital leases payable                         -           -        (69,386)           -          (69,386)
      Proceeds from the exercise of warrants and
      issuance of common stock                           1,745,138           -      9,191,536            -       10,621,318
                                                         ---------      -------  ------------       -------      -----------
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES          2,386,709           -      9,552,061       44,306       11,004,028
                                                         ---------      -------  ------------       -------      -----------
NET INCREASE (DECREASE) IN CASH                           (184,962)       (764)        31,673         (259)          38,108

CASH AT BEGINNING OF PERIOD                                223,070         794          6,435          289                -
                                                         ---------      -------  ------------       -------      -----------
CASH AT END OF PERIOD                                 $     38,108     $    30  $      38,108 $         30  $        38,108
                                                         =========      ========   ==========      ========      ============

  Supplemental Disclosure of Non-Cash Flow Investing and Financing Activities

Issuance of common stock as payment for future
advisory services                                     $          -     $     -  $     750,000     $      -  $        750,000
                                                         =========      ========  ============     ========       ==========
Issuance of common stock for deposit on building      $          -     $     -  $     875,000     $      -  $        875,000
                                                         =========      ========  ============     ========       ==========
Issuance of common stock from leasehold improvements  $          -     $     -  $       2,983     $      -  $          2,983
                                                         ==========     ========  ============     ========       ==========
Capital leases payable from purchase of computer
equipment and software                                $          -     $     -  $   1,146,060     $      -  $      1,146,060
                                                         ==========     ========  ============     ========      ===========
Warrants granted in the purchase of computer
equipment and software                                $          -     $     -  $      60,238     $      -  $         60,238
                                                         ==========     ========  ============     ========      ===========
Issuance of common stock from purchase of intangible
assets                                                $          -     $     -  $   3,500,000     $      -  $      3,500,000
                                                         ==========     ========  ============     ========      ===========
Issuance of common stock for subscriptions receivable $          -     $     -  $     800,000     $      -  $        800,000
                                                         ==========     ========  ============     ========      ===========
Issuance of common stock from 10% stock dividend      $          -     $     -  $     438,391     $      -  $        438,391
                                                         ==========     ========  ============     ========      ===========
</TABLE>

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

                                       F-3

<PAGE>


                         WHATSFORFREE TECHNOLOGIES, INC.
                  (Formerly Ranes International Holding, Inc.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS







1.       BASIS OF PRESENTATION

         The accompanying  unaudited  condensed  financial  statements have been
         prepared in accordance with generally  accepted  accounting  principals
         for interim financial information,  without being audited,  pursuant to
         the rules and  regulations of the  Securities and Exchange  Commission.
         Accordingly,  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 nine
         months ended September 30, 2000, are not necessarily  indicative of the
         results that may be expected for the year ended  December 31, 2000. The
         unaudited condensed financial  statements should be read in conjunction
         with the financial  statements  and footnotes  thereto  included in the
         Company's  annual report on Form 10-KSB for the year ended December 31,
         1999.

2.       SIGNIFICANT ACCOUNTING POLICIES

         a.       Property and Equipment - Property and equipment  are stated at
                  cost. Depreciation  is  calculated on the straight-line method
                  based  upon  the  estimated  useful  lives  of t he respective
                  assets.  Property  and  equipment are being depreciated over a
                  period  of  three to seven  years.  Maintenance,  repairs  and
                  minor renewals are charged to operations as incurred,  whereas
                  the cost of significant betterments is capitalized.  Leasehold
                  improvements are amortized over the lesser of the lease  terms
                  or the assets' useful lives.  Upon the sale or  retirement  of
                  property  and  equipment,  the  related  costs and accumulated
                  depreciation  are  eliminated  from  the accounts and gains or
                  losses are reflected in operations.

                  In March 1998,  the American  Institute  of  Certified  Public
                  Accountants  ("AICPA") issued Statement of Position 98-1 ("SOP
                  98-1"),   "Accounting  for  the  Costs  of  Computer  Software
                  Developed or Obtained for Internal Use." SOP 98-1 is effective
                  for all fiscal periods  beginning after December 15, 1998. SOP
                  98-1 requires the  capitalization of certain costs,  including
                  payroll costs,  incurred in connection with the development or
                  purchase of software  for  internal  use. The adoption of this
                  accounting  standard  did not have a  material  effect  on the
                  condensed financial statements.

b.                Impairment of Long-Lived  Assets - In the event that facts and
                  circumstances  indicate  that  the  cost  of an  asset  may be
                  impaired,  an evaluation of recoverability would be performed.
                  If  an  evaluation   were  required,   the  estimated   future
                  undiscounted  cash flows  associated  with the assets would be
                  compared  to the asset's  carrying  amount to  determine  if a
                  write-down to market value is required. At September 30, 2000,
                  the Company does not believe that impairment has occurred.

                                      F-4
<PAGE>

                         WHATSFORFREE TECHNOLOGIES, INC.
                  (Formerly Ranes International Holding, Inc.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS


c.                Reclassifications - Certain reclassifications  have  been made
                  to the September  1999 interim financial statements to conform
                  to the September 2000 presentation.

3.       PROPERTY AND EQUIPMENT

         At September 30, 2000, property and equipment is as follows:

        Computer equipment and internal use software        $          2,778,392
        Leasehold improvements                                           102,225
        Office furniture and equipment                                   140,457
        Computer equipment held under capital leases                   4,213,261
                                                                ----------------
                                                                       7,234,335
        Less: Accumulated depreciation and amortizatio                   518,704
                                                                ----------------
                                                            $          6,715,631
                                                                ================

4.       INTANGIBLE ASSETS

         At September 30, 2000, the Company has several domain names for a total
         of $4,195,144.  The Company has accounted for these costs in accordance
         with Emerging  Issues Task Force No.  2000-2,  "Accounting  for Website
         Development  Costs," and  Accounting  Principles  Board Opinion No. 17,
         "Intangible Assets". In addition,  the Company has estimated the useful
         life of the  intangible  assets  to be three  years  and has  commenced
         amortization  on July 11, 2000,  the date the  websites  were placed in
         service. Amortization expense charged to operations for the nine months
         ended September 30, 2000, was $314,157.

5.       RELATED PARTY TRANSACTIONS

         At September 30, 2000, included in accrued expenses is a balance due to
         Cactus  Consulting  International  Inc.,  ("CCI")  (wholly owned by Jan
         Olivier,  a shareholder and Chief Executive Officer of the Company) for
         $88,400. The payable is for past services performed by CCI.





                                      F-5
<PAGE>


                         WHATSFORFREE TECHNOLOGIES, INC.
                  (Formerly Ranes International Holding, Inc.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS


6.       NOTES PAYABLE

         The  Note  was  due on October 15, 2000 and bears interest at a rate of
         10% per annum.  The  Note is secured by computer equipment and internal
         use software with an approximate net carrying value of $2,558,000.

         The Company is in default under this  arrangement  since the amount due
         on October 15, 2000 was not repaid.

7.       CAPITAL LEASES PAYABLE

         At September 30, capital leases payable consists of:

                                                                       2000
                                                                   -------------
        Capital lease obligations payable in monthly
        installments ranging from $8,044 to $28,210 per
        month, including interest at 9.16% and maturing
        on May 5, 2003; secured by specific equipment and
        software with a carrying value of $1,294,487(a)           $    1,085,359

        Capital lease obligations payable in monthly
        installments ranging from $8,281 to $28,818 per
        month, including interest at 8.51% and maturing
        on August 1, 2003; secured by specific equipment
        and software with a carrying value of $1,385,475 (b)           1,175,060

        Capital lease obligations payable in monthly
        installments from $2,353 to $26,028 per month
        including interest from 13.48% to 15.99% and
        maturing on various dates through October, 2000;
        secured by specific equipment and software with a
        carrying value of $1,108,254 (c)                               1,108,254
                                                                   -------------
                                                                       3,368,673
        Less: Current portion                                          3,368,673
                                                                   -------------
                                                                  $         -
                                                                   =============

         a.       On May 19, 2000, the Company  entered into agreements to lease
                  computer  equipment  and  software  which  required an initial
                  payment for  $250,000 and grant of 17,835  warrants  valued at
                  $60,238 (see Note 9 (y)).

         b.       On August 8, 2000,  the Company  entered  into  agreements  to
                  lease computer equipment and software which an initial payment
                  of  $250,000  and grant of 18,255  warrants  valued at $61,656
                  (see Note 9 (gg)).

         c.       On August 4, 2000, the Company  entered into an agreement with
                  a vendor to provide up to  $2,000,000  in lease  financing for
                  computer equipment and software. As of September 30, 2000, the
                  Company has purchased $1,108,254 of equipment and entered into
                  a maintenance contract for $61,717 under this  arrangement. In
                  addition,  the  Company  granted  80,000  warrants  valued  at
                  $101,960 (see Note 9 (hh)).

         At  September 30, 2000,  the  Company  was  in default on these capital
         leases as a result of non-payment of  monthly  installments. Therefore,
         the  lessors  are  demanding  payment  of  the  entire obligations, and
         accordingly, the entire amount of the capital lease  payable  has  been
         included in current liabilities.

                                      F-6
<PAGE>


                         WHATSFORFREE TECHNOLOGIES, INC.
                  (Formerly Ranes International Holding, Inc.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS


8.       LOANS PAYABLE - SHAREHOLDERS

         The  loans  payable  to  shareholders are non-interest bearing, have no
         specific due date for repayment and are uncollateralized.

9.       STOCKHOLDERS' EQUITY

        a.        In January 2000, the Company acquired rights to certain domain
                  names in  exchange  for the  issuance of  2,000,000  shares of
                  restricted common stock valued at $1.75 per share and recorded
                  an intangible asset for $3,500,000 (see Note 4).

         b.       On January  27,  2000,  the  Company  granted  warrants  to an
                  investor  relations firm for services.  The total value of the
                  warrants granted was $210,960 and was recorded to professional
                  fees.  The  valuation  of  the  warrants  were  based  on  the
                  Black-Scholes option pricing model with the following weighted
                  average  assumptions  used:  annual  dividend of $0;  expected
                  volatility  of 50%;  stock price of $1.66;  risk free interest
                  rate of 6%; and expected lives of 3 months to 1 year.

                  The following is a summary of the warrants  granted on January
                  27, 2000:

                  i.       A warrant to purchase  100,000  shares at an exercise
                           price of $0.50 per share was granted.  These warrants
                           were  valued at  $116,340  and during the nine months
                           ended   September  30,  2000,   these  warrants  were
                           exercised for $50,000.

                  ii.      A warrant to purchase  100,000  shares at an exercise
                           price of $1.00 per share was granted. The warrant was
                           valued at $69,820.  As of  September  30,  2000,  the

                                      F-7
<PAGE>


                         WHATSFORFREE TECHNOLOGIES, INC.
                  (Formerly Ranes International Holding, Inc.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS


                           warrant  holder  exercised  their  right to  purchase
                           80,000  shares  of  common  stock  for  $80,000.  The
                           remaining  shares of common stock available under the
                           warrant expired on July 27, 2000.

                  iii.     A warrant to purchase  100,000  shares at an exercise
                           price  $2.00  per  share  was  granted.  This  option
                           expires  January 27, 2001,  and as of  September  30,
                           2000, they have not yet been  exercised.  The warrant
                           was valued at $24,800.

         c.       During the first  quarter  2000,  the Company  initiated  four
                  private  placements  under  Regulation  D,  Rule  506  of  the
                  Securities Act of 1933. During the nine months ended September
                  30, 2000, the Company has raised $7,616,541 from these private
                  placements.   The  following  is  a  summary  of  the  private
                  placements:

                  i.       On February  15,  2000,  the Company  issued  500,000
                           shares of restricted  common stock at $0.25 per share
                           or  $125,000.  In  addition,  the Board of  Directors
                           declared a 10% stock  dividend  for 50,000  shares of
                           the restricted common stock to the holders and valued
                           the stock dividend at $0.25 per share or $12,500 (see
                           Note 9 (d)).

                  ii.      On  February  15, 2000,  the Company  issued  239,500
                           shares of restricted  common stock at $0.50 per share
                           for $119,750.

                  iii.     In March 2000, the Company issued  1,335,000 units at
                           $1.00 per share for $1,335,000. Each unit consists of
                           one share of restricted common stock plus one warrant
                           to purchase  one share of common stock at an exercise
                           price of $2.00 per share and these warrants expire on
                           February 5, 2001. At September 30, 2000,  the warrant
                           holders had exercised their right to purchase 902,797
                           shares of restricted common stock for $1,805,594.

                  iv.      During  the  nine  months  ended  September 30, 2000,
                           the Company issued 1,525,331 units at $3.00 per share
                           for $3,775,993 and a promissory  note  for  $800,000.
                           The promissory note has been recorded as common stock
                           subscription  receivable in the accompanying  balance
                           sheet. Each unit consists of one share of  restricted
                           common  stock  plus one warrant to purchase one share
                           of  common  stock  at  an exercise price of $4.00 per
                           share  and  the  warrants  expire  on  April 1, 2001.
                           During the nine months ended September  30, 2000, the
                           warrant  holders  exercised  their  right to purchase
                           113,800  shares  of  restricted  common   stock   for
                           $455,200.

                                      F-8
<PAGE>


                         WHATSFORFREE TECHNOLOGIES, INC.
                  (Formerly Ranes International Holding, Inc.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS


         d.       On  January  6,  2000,  the  Company  authorized  a 10%  stock
                  dividend to  stockholders of record as of January 31, 2000. As
                  a result,  a total of 1,469,635  shares of  restricted  common
                  stock were  authorized for  distributions.  On March 30, 2000,
                  1,283,385 shares of restricted common stock valued at $382,516
                  were  distributed.  During the second  quarter,  the remaining
                  186,250 shares valued at $55,875 were distributed.

         e.       During  February and March 2000,  the Company  issued  375,000
                  shares of restricted common stock to various  advisors.  These
                  shares were valued at $223,275  and  recorded to  professional
                  fees.

         f.       On January 10,  2000,  the  Company  issued  75,000  shares of
                  restricted  common  stock plus  granted  warrants  to purchase
                  100,000  shares of restricted  common stock at $0.50 per share
                  expiring  January 10, 2002. The common stock and warrants were
                  valued at $60,675 and $43,570,  respectively,  and recorded to
                  advertising expenses.

                  The warrants value were determined based on the  Black-Scholes
                  option  pricing  model  with the  following  weighted  average
                  assumptions used:  annual dividend of $0; expected  volatility
                  of 40%;  stock  price of  $0.86;  risk free  interest  rate of
                  6.25%; and expected life of 2 years. During the second quarter
                  2000,  the warrants were exercised for $50,000 and the Company
                  issued 100,000 shares of restricted common stock.

         g.       On January 13, 2000, the Company contracted with a company for
                  advertising  at a cost of $298,000.  As of September 30, 2000,
                  the Company had paid  $111,111  and issued  125,000  shares of
                  restricted  common  stock,  and  granted a warrant to purchase
                  50,000  shares  of common  stock at $2.00  per share  expiring
                  January 31, 2001.  The common stock and warrant were valued at
                  $94,375 and $16,545, respectively, and recorded as advertising
                  expenses.

                  The warrant's value was determined based on the  Black-Scholes
                  option  pricing  model  with the  following  weighted  average
                  assumptions used:  annual dividend of $0; expected  volatility
                  of 40%;  stock price of $1.94;  risk free interest rate of 6%;
                  and  expected  life of 1 year.  At  September  30,  2000,  the
                  warrant holder had not exercised the warrant.

         h.       On February  15,  2000,  the Company  issued  3,000  shares of
                  restricted  common  stock in exchange  for network  consulting
                  services.  These  shares were valued at $5,625 and recorded to
                  consulting expenses.

         i.       On March  17,  2000,  the  Company  issued  50,000  shares  of
                  restricted common stock to a consultant for strategic planning
                  services.  These shares were valued at $18,263 and recorded to
                  consulting expenses.

                                      F-9
<PAGE>


                         WHATSFORFREE TECHNOLOGIES, INC.
                  (Formerly Ranes International Holding, Inc.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS


         j.       During the first  quarter  2000,  the Company  issued  155,000
                  shares of  restricted  common stock to employees as incentives
                  for joining the Company. These shares were valued at $690,830.
                  In addition,  1,350,000 shares of restricted common stock were
                  issued to  executive  officers  of the  Company as a bonus for
                  joining the Company.  These  shares were valued at  $4,947,584
                  and recorded to bonus and incentive expenses.

         k.       During the first quarter  2000,  the Company  granted  300,000
                  warrants to settle a dispute  with a  consultant  over payment
                  for services  performed.  These  warrants were valued at $0.02
                  per share based on the Black-Scholes option pricing model with
                  the  following  weighted  average   assumptions  used:  annual
                  dividend of $0;  expected  volatility  of 40%;  stock price of
                  $1.93;  risk free  interest rate of 6%; and expected life of 1
                  year.  The Company  recorded  $6,000 to  consulting  expenses.
                  These  warrants are  exercisable at $4.00 per share and expire
                  on February 1, 2001.

                  During  the  second   quarter  2000,   the  Company  paid  the
                  consultant $200,000 and issued 100,000 shares of common stock.
                  In addition,  200,000 of the 300,000  warrants  granted in the
                  settlement were forfeited.  Therefore, the Company reduced the
                  amount  recorded for the warrants  from $6,000 to $2,000.  The
                  Company valued the issuance of the restricted  common stock at
                  $5.63 per share and recorded $563,000 to consulting expense.

         l.       On May 19,  2000,  the Company  granted  100,000  warrants for
                  consulting  services.  The  warrant  holder  has the  right to
                  purchase  100,000  shares of  restricted  common stock with an
                  exercise  price of $4.00 per share and the warrants  expire on
                  February  1, 2001.  These  warrants  were  valued at $0.02 per
                  share based on the Black-Scholes option pricing model with the
                  following  weighted average  assumptions used: annual dividend
                  of $0; expected  volatility of 40%; stock price of $1.93; risk
                  free  interest  rate of 6%; and expected  life of 1 year.  The
                  Company recorded $2,000 to consulting expenses.

                  On May 19, 2000,  the warrant  holder  exercised  his right to
                  purchase 100,000 shares of common stock for $400,000.

         m.       On  February  15,  2000,  50,000  shares of common  stock were
                  issued to an attorney for prior legal  services.  These shares
                  were  valued at $1.75 per share or  $87,500  and  recorded  to
                  legal fees.

                  On March 22, 2000,  the Company issued 25,000 shares of common
                  stock for legal  services  valued  at $11.25 or  $281,250  and
                  recorded to legal fees.

                                      F-10
<PAGE>


                         WHATSFORFREE TECHNOLOGIES, INC.
                  (Formerly Ranes International Holding, Inc.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS


         n.       On April 12, 2000, the Company issued 200,000 shares of common
                  stock in exchange for consulting services. These services were
                  valued at $1,825,000 and recorded to consulting expenses.

         o.       On April  24,  2000,  the  Company  issued  25,000  shares  of
                  restricted  common  stock  for  advertising  services.   These
                  services  were  valued  at $9.25  per  share or  $231,250  and
                  recorded to advertising expenses.

         p.       On May 12, 2000,  the Company  entered into an agreement  that
                  provides the Company the right to purchase an office  building
                  (See  Note 11 (c)).  In  exchange  for the right,  the Company
                  issued  140,000  shares  of restricted  common stock valued at
                  $6.25  per  share and has  recorded a deposit for  $875,000 in
                  the accompanying balance sheet.

         q.       On  June  14,  2000,  the  Company  issued  25,000  shares  of
                  restricted  common stock for sales  consulting  services.  The
                  common stock was valued at $103,125 and recorded to consulting
                  expense.

         r.       On  June  8,  2000,  the  Company  issued  100,000  shares  of
                  restricted   common  stock  to  a   consultant   for  investor
                  relation's services performed during April and May 2000. These
                  services  were  valued  at $5.25  per  share  and the  Company
                  recorded a consulting expense for $525,000.

         s.       On May 1, 2000,  the Company  entered into an  agreement  with
                  Technology  Alliance Group, LLC ("TAG") to provide  consulting
                  services  related  to  planning,  implementation  and  ongoing
                  support of information technology solutions.  The terms of the
                  agreement  are for 30  days,  continuing  on an  hourly  basis
                  thereafter.  During the second  quarter 2000, the Company paid
                  $37,145 for services  performed  and issued  12,000  shares of
                  restricted  common stock  valued at $5.75,  or $69,000 and the
                  Company recorded a consulting expense for $106,145.

         t.       During  June  2000,  the  Company  issued  100,000  shares  of
                  restricted  common stock to an  individual  who was  appointed
                  special advisor for the  development of the Company's  planned
                  entrance  into the Asian  markets.  The Company  valued  these
                  shares at $7.50 and recorded a prepaid  expense for  $750,000.
                  As  of  September  30,  2000,   advisory   services  have  not
                  commenced.

         u.       During  June  2000,   the  Company   issued  5,075  shares  of
                  restricted common stock for network consulting  services.  The
                  Company  valued  these  shares  at  $16,375  and  recorded  to
                  consulting expenses.

         v.       During  June  2000,   the  Company  issued  17,500  shares  of
                  restricted common stock to an employee as a bonus. The Company
                  valued these  shares at $72,188 and  recorded to  compensation
                  expenses.

                                      F-11
<PAGE>


                         WHATSFORFREE TECHNOLOGIES, INC.
                  (Formerly Ranes International Holding, Inc.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS


         w.       On  June  30,  2000,  the  Company  issued  40,200  shares  of
                  restricted common stock for services. The Company valued these
                  shares at $252,496 and recorded to recruiting expenses.

         x.       On June 30, 2000,  the Company issued 475 shares of restricted
                  common stock for  construction  services.  The Company  valued
                  these shares at $2,983 and recorded to leasehold improvements.

         y.       On  May 19, 2000,  the Company  granted  17,835  warrants with
                  an exercise  price of $5.00 per share and an  expiration  date
                  of June 1, 2003. These warrants  were  granted  in  connection
                  with a lease  agreement  for computer  equipment  and software
                  (see  Note  7 (a)).  These  warrants  were valued based on the
                  Black-Scholes option pricing model with the following weighted
                  average  assumptions used:  annual  dividend  of $0;  expected
                  volatility  of 40%;  stock  price of $7.01; risk free interest
                  rate  of  6.00%;  and expected  life  of 3 years.  The Company
                  valued  these  warrants at approximately  $3.38 or $60,238 and
                  recorded  the  amount  to deferred  financing  costs.  None of
                  these warrants have been exercised as of September 30, 2000.

         z.       On  August  23,2000,  the  Company  issued  70,000  shares  of
                  restricted common stock to employees of the Company as a bonus
                  for work  performed.  These shares were valued at $316,880 and
                  recorded to bonus and incentives expenses.

         aa.      On August  23,  2000,  the  Company  issued  35,000  shares of
                  restricted common stock to a marketing  consultant in exchange
                  for past  services  performed.  These shares were  recorded at
                  $84,210 and recorded to marketing expense.

         bb.      On August  24,  2000,  the  Company  issued  93,000  shares of
                  restricted  common stock to 70 employees  terminated on August
                  24,  2000.  These  shares were valued at $1.69 or $156,984 and
                  were recorded to employee bonuses.

         cc.      On September 1, 2000,  the Company  issued  300,000  shares of
                  common  stock  to  a  consultant  for  services   relating  to
                  management,  strategic  planning and  marketing.  These shares
                  were valued at $421,800 and recorded to  consulting  expenses.
                  Furthermore,   the   agreements   calls   for  an   additional
                  compensation  of 200,000  shares of common  stock to be issued
                  when the next registration  statement is filed by the Company.
                  The agreement expires on September 1, 2001.

         dd.      On  September 1, 2000,  the Company  issued  20,000  shares of
                  common  stock for early  termination  of the public  relations
                  agreement.  These shares are valued at $28,120 and recorded to
                  public relations expense.


                                      F-12
<PAGE>


                         WHATSFORFREE TECHNOLOGIES, INC.
                  (Formerly Ranes International Holding, Inc.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS


ee.      During  the  third  quarter  2000,  the  Company  entered  into private
         placement agreements as follows:

                  i.       On  September  11,  2000, the Company  issued 100,000
                           shares of restricted  common stock at $0.75 per share
                           for $75,000.

                  ii.      During August 2000,  the Company  issued  700,000 and
                           500,000  shares of restricted  common stock for $0.60
                           and $0.50 per share,  respectively,  for an aggregate
                           of $920,000.

ff.      On  September  21,  2000,  the  Company issued  the following shares of
         common stock for services performed:

                  i.       200,000 shares of common stock to a consultant of the
                           Company  for  services  performed.  These shares were
                           valued  at  $206,200  or  $1.031  per  share  and the
                           Company  recorded  the  amount to consulting expense.

                  ii.      50,000  shares  of  common  stock  to   an   attorney
                           representing  the  Company  for  services  performed.
                           These  shares were valued at $42,200 or .84 per share
                           and the  Company  recorded the amount to professional
                           fees.

gg.      On  August  8,  2000,  the  Company  granted  18,255  warrants  with an
         exercise  price  of $5.00 per share and an  expiration  date of May 31,
         2003.  These warrants were granted in connection with a lease agreement
         for  computer  equipment and software (see Note 7 (b)).  These warrants
         were  valued based on the  Black-Scholes  option pricing model with the
         following  weighted  average  assumptions  used: annual dividend of $0;
         expected  volatility  of 40%; stock price of $7.01;  risk free interest
         rate  of 6.00%;  and expected life of 3 years. The Company valued these
         warrants  at approximately  $3.38 or $61,656 and recorded the amount to
         deferred  financing  costs.  None of these warrants have been exercised
         as of September 30, 2000.

hh.      On July 28, 2000, the Company  entered into an agreement  with a vendor
         to  provide  financing  for computer  hardware and software (see Note 7
         (c)).  On July 31, 2000,  the Company  granted  warrants to purchase of
         80,000  shares of restricted  common stock at $3.00 per share  expiring
         July  31, 2005.  These warrants were valued based on the  Black-Scholes
         option  pricing model with the following  weighted average  assumptions
         used:  annual  dividend of $0; expected  volatility of 40%; stock price
         of  $2.88;  risk free  interest  rate of 6.75%;  and expected life of 5
         years.  The  Company  valued these warrants at  approximately  $1.28 or
         $101,960  and recorded the amount to deferred  financing costs. None of
         these warrants have been exercised as of September 30, 2000.

                                      F-13
<PAGE>


                         WHATSFORFREE TECHNOLOGIES, INC.
                  (Formerly Ranes International Holding, Inc.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS


10.       STOCK OPTION PLAN

          On April 1, 2000, the Company adopted a stock option plan ("2000 Stock
          Plan") for  employees,  officers,  directors  and  consultants  to the
          Company.  The plan is pending  approval from the  shareholders,  which
          must be  obtained  before  April  1,  2001.  The  Company's  Board  of
          Directors  has approved the awards under the 2000 Plan as of September
          30, 2000.

          During the second quarter 2000, the Company  granted  503,100  options
          with  exercise  prices  ranging from $4.00 to 9.50 per share under the
          2000 Stock Plan to  employees  at an exercise  price equal to the fair
          market value on the date of grant.  During the third quarter 2000, the
          Company  cancelled  234,700 of theses  options  granted with  exercise
          prices ranging from $4.00 to 9.50 per share.

          Options granted under the 2000 Stock Plan vest one-year after the date
          of grant.  The  options  granted  under  the 2000  Stock  Plan  become
          exercisable  during April  through  September  2001.  At September 30,
          2000, there were 4,731,600  options available for grant under the 2000
          Stock Plan.

11.      COMMITMENTS AND CONTINGENCIES

          a.      The Company  leases  office  space and other  under  operating
                  leases expiring in various years through 2003.  Future minimum
                  lease  payments,  excluding  escalation  charges,  under these
                  leases are as follows:

                        Year Ending December 31,
                        2000                                 $           173,938
                        2001                                             144,257
                        2002                                              98,245
                        2003                                              12,245
                                                               -----------------
                                                             $           428,685
                                                               =================

          b.      On April 20, 2000, the Company  entered into a lease agreement
                  for  office  space for six  months.  Rent  during  the term is
                  $15,104  per  month  plus  100%  of  common  area  maintenance
                  expenses.  The Company paid $50,000 in April 2000 and recorded
                  a security deposit.

          c.      On  May  12,  2000,  the  Company  entered  into an  agreement
                  granting  them  the  right  to  purchase  an  office building.
                  During the second  quarter  2000,

                                      F-14
<PAGE>


                         WHATSFORFREE TECHNOLOGIES, INC.
                  (Formerly Ranes International Holding, Inc.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS


                  the  Company  made a  non-refundable  deposit for $485,000 and
                  issued  140,000  shares  of restricted  common stock valued at
                  $875,000  (see  Note  9 (p)).  The  Company  has  recorded the
                  payments totaling $1,360,000  as a deposit in the accompanying
                  balance sheet. If the Company exercises its option to purchase
                  the building, the  deposit  will be  applied  to the  purchase
                  price  of  the  building.  The  option  originally  expired on
                  October 26, 2000, and the Company has extended the  expiration
                  date to  December 31, 2000.

          d.      During January  through March 2000,  the Company  entered into
                  three-year  employment  agreements  with four of the Company's
                  officers. The agreements provided for minimum annual salaries,
                  adjusted annually upon reviews and incentives as determined by
                  the Board of  Directors.  At  September  30,  2000,  the total
                  annual   commitment   for  all  four   executives,   excluding
                  incentives, was $690,000.

                  During November 2000,  three officers of the Company  resigned
                  and as a result their  employment  agreements were terminated.
                  The remaining employment agreement provides for the same terms
                  as discussed above,  except that the total annual  commitment,
                  excluding incentives, was $150,000.

         e.       The Company has pending  legal  actions and claims as a result
                  of events occurring in the normal course of business.  Outside
                  counsel for the Company has advised  that at this stage in the
                  proceedings  they cannot  offer an opinion as to the  probable
                  outcomes.  The  Company  believes  that the suits are  without
                  merit and plans to vigorously defending its positions.


                                      F-15
<PAGE>


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

Forward-Looking Statements and Factors That May Affect Results

         Except for the historical  information  contained  herein,  this Report
contains forward-looking statements within the meaning of The Private Securities
Litigation  Reform Act of 1995.  Words such as  "believe,"  "expect,"  "intend,"
"anticipate,"   "estimate,"   "project,"   and  similar   expressions   identify
forward-looking  statements,  which speak only as of the date the  statement was
made.  Those  statements may include  projections  of revenues,  income or loss,
capital expenditures, plans for future operations, financing needs or plans, and
plans  relating to our Web site,  products or services,  as well as  assumptions
relating to the foregoing.

         Forward-looking   statements  are  inherently   subject  to  risks  and
uncertainties,  some of which cannot be predicted or  quantified.  Future events
and actual results could differ materially from those set forth in, contemplated
by, or underlying the forward-looking  statements.  Additional risk factors that
could cause actual  results to differ  materially  from those  expressed in such
forward-looking statements are set forth in Exhibit 99, which is attached hereto
and incorporated by reference into this Quarterly report on Form 10-QSB.  What's
For  Free   undertakes  no   obligation   to  publicly   update  or  revise  any
forward-looking  statements,  whether  as a result  of new  information,  future
events, or otherwise.  This Report should be read in conjunction with our Report
on Form 10-KSB for the fiscal year ended December 31, 1999.

Overview

         What's For Free Technologies,  Inc. is a development  stage,  marketing
company whose  business  objective is to provide  innovative,  online  marketing
channels for businesses, charitable organizations and advertising firms focusing
on promotional offers of free products and services utilizing the internet.  The
Company  intends  to  utilize   information  it  gathers   concerning   consumer
preferences and demographics to offer specific advertising services.

         The Company's  marketing  business plan was developed during the latter
part of 1999  and  re-structured  in  October  2000 in  order  to  focus  on the
Company's marketing strategy. It is the Company's intention to generate revenues
from the Web site in a number of areas, including:

o        fees for customer acquisition from Partners,

o        sales of banner advertising on the Web-site,

o        e-commerce revenues through sales of products and services that are not
         offered for free,

o        support of charitable and related not-for-profit activities,

o        sale  of  demographic  services  based  on data and related information
         concerning consumers and providers,

         The Company has incurred  significant  losses since the adoption of its
initial  marketing  business plan.  These losses  resulted  primarily from costs
related to  developing  of a Web site  including  equipment  and  infrastructure
development, retention of key personnel, developing or acquiring technologies to
be used in the business and general corporate  overhead.  The Company expects to
continue incurring net losses for the foreseeable  future,  based in part on the
following:

o             Marketing  expense in order to advertise and promote the Web site,
              to  establish a consumer  and  provider  base and to increase  the
              usage  of  the  Web  site.   This  effort  will  be  supported  by
              affiliation with companies who can direct traffic to the Web site.

o             The operating  expenses are expected to adjust down as the Company
              begins to stabilize its plan of restructuring and reorganization.

         If the  revenue  growth is slower  than  anticipated  or the  operating
expenses exceed the Company's  expectations,  the resulting losses will increase
the deficit  situation.  For this reason, the Company may not achieve or sustain
profitability in the foreseeable future.

                                      -1-
<PAGE>

Recent Developments

         During  August  2000,  the  Company   announced  a  restructuring   and
reorganization  effort  in  order  to  stream  line  its  operation  and  reduce
significantly  its burn rate.  All employees  were requested to take a temporary
unpaid  leave-of-absence until such a reorganization plan could be initiated. It
is the Company's  intention to dramatically reduce its workforce and overhead as
it prepares to  transition  out of the  development  stage and progress into the
operational  phase of its  business.  However,  there is no assurance  that such
changes will allow the Company to achieve profitability in the near future.


Plan of Operations

         Key business objectives.  The Company's plan of operations for the next
twelve months is to focus its efforts on:

o        Reorganizing and restructuring the Company;
o        Stabilizing the Web-site operations;
o        Identifying  opportunities  that  will  materialize  as a result of the
         positioning of its marketing  offerings;
o        Strengthening certain alliances with service providers  and  increasing
         the number and scope of  strategic  partnerships;
o        Enhancing  Web-site  offerings;  and
o        Initiating  advertising  and  promotional campaigns for the Web site.
o        Gathering demographic data for global business expansion.

         Financing and personnel.  The Company  continues to seek staged funding
during its  development  process.  The initial  phases of that  process has been
completed with funding of approximately $9.2 million. The Company has contracted
with  potential  critical  resources  (employees and  consultants),  created and
implemented  tasks  for them to  re-engineer  the Web  site.  As a result of the
reorganization, the Company has reduced its work force to less than 40 people.

         Equipment acquisitions.  The Company is committed to the utilization of
industry standard platforms. As a result of its restructuring, various contracts
and commitments  will be renegotiated to better reflect the on-going  operations
and positioning of the Company.

         Future capital requirements. Currently, the Company is not able to meet
all of its cash  needs nor its cash  requirements  for the next  twelve  months.
Therefore,  the  Company is  currently  seeking  additional  funding,  including
funding from strategic partners and investment banking,  venture capital sources
and private placements, to cover the immediate needs as well as the requirements
for the next twelve months. During the current  restructuring,  the Company must
raise enough capital to fund its outstanding  liabilities of approximately  $4.8
million plus future cash  requirements to continue its  operations.  The Company
continues to rely upon its ability to raise capital to fund operations.

Results of Operations:

Revenues

         The Company did not record revenues during the quarters ended September
30, 2000 or September 30, 1999.

Advertising Expense and Public Relations

         Advertising  expenses  consist  primarily of marketing and  promotional
costs related to developing our brand and  generating  interest in the Company's
Web site, as well as personnel and other costs. Advertising expense was $681,725
for the three months ended  September 30, 2000 and $1,378,599 for the nine month
ended  September 30, 2000. The Company did not purchase any  advertising  during
the  corresponding  period of 1999, as there were no activities or business plan
at that time.  From time to time,  the  Company  has  retained  the  services of
various companies in exchange for shares of common stock and expects to continue
to do so in the future.

         Public  relations  was $46,878 for the three months ended September 30,
2000 and  $2,138,228  for the nine months ended  September 30, 2000. The Company
did  not  engage  any  firms  to  provide  public  relations   services  in  the
corresponding  period of 1999. The Company has paid for these services primarily
by issuing common stock an the granting of warrants.

                                      -2-
<PAGE>
Bonus and Incentives

         Bonuses and incentives  expenses are non-cash  charges arising from the
issuance of  restricted  common  stock to  employees  at the fair value of these
shares as of the date of  issuance.  Bonus and  incentives  was $316,880 for the
three months ended  September 30, 2000 and  $6,258,544 for the nine months ended
September  30, 2000.  This  increase was primarily due to the grants of bonuses,
paid in the form of restricted common stock, to individuals retained during this
period  ending  September  30,  2000 and  individuals  let go as a result of the
restructuring. During the first six months of the year 2000 bonuses were paid to
individuals as incentive to join the work force of the Company and as incentives
to retain key employees.  These bonuses were primarily in the form of restricted
common stock. There was no activity for the corresponding periods of 1999.

         In addition,  during the second  quarter  2000,  the Company  adopted a
Stock  Option  Plan  whereby,  among other  things,  the Company may issue stock
options to employees and/or non-employees as bonus incentives. During the second
quarter of 2000,  503,100  stock options were issued to employees of the Company
as Incentive  Stock  Options and issued to them at fair market value on the date
granted.  234,700 stock options were forfeited as a result of the  restructuring
at September 30, 2000. The 2000 Stock Option Plan had no effect on the financial
statements for the period ended September 30, 1999.

Consulting Fees

         Consulting fees consist  primarily of fees paid to outside  consultants
for  services  for  computer  hardware/software,  investor  relations,  business
analyst, and any other services provided by a contracted consultant.  Consulting
fees for the three-months  ended September 30, 2000 was $350,039 and $65,125 for
the  three-month  period ended  September  30,  1999.  For the nine months ended
September 30, 2000, these expenses increased to $1,457,021 from $165,250 for the
nine-month  period ended September 30, 1999. A majority of this expense incurred
during 2000 was incurred in the form of exchanges of common stock for services.

Professional Fees and Finders Fees

         Professional   fees   consist   primarily  of  fees  paid  to  lawyers,
accountants  and  other  professional  advisors  for  services  relating  to the
Company's  start up and  establishing  procedures as well as for the preparation
for the launch of the Company's Web site. Professional fees for the three-months
ended  September 30, 2000 increased to $318,785 from $45,000 for the three-month
period ended September 30, 1999. These expenses  increased to $1,397,757 for the
nine-month period ended September 30, 2000 compared with $155,028 for nine-month
period ended  September  30, 1999. A portion of this expense was incurred in the
form of exchanges of common stock for services.

        Finders Fees were $219,500 and $1,790,002 for the three and nine  months
ended  September 30, 2000,  respectively.  These  expenses  primarily  represent
payments for introductions to agents for private placement arrangements.

Wages and Salaries

         The wages and salaries remained at approximately the same level for the
quarter ended  September 30, 2000 as for the quarter ended June 30, 2000, as the
restructuring's  effect did not become fully effective until after September 30,
2000, when the number of employees  dropped from  approximately  150 at June 30,
2000 to  approximately  40 at September 30, 2000.  Wages and salary expenses for
the three-month  period ended September 30, 2000 was $1,123,245,  and $2,586,236
for the nine-month period ended September 30, 2000. The Company did not have any
employees during the corresponding period of 1999.

General and Administrative Expenses

         General and  administrative  expenses  principally  consist of overhead
costs related to general  management  and office  expenses,  finance,  and human
resource  functions.  General and  administrative  expenses for the  three-month
period ended September 30, 2000 was $1,034,833,  and $51,614 for the three-month
period ended  September  30, 1999;  and the expenses for the  nine-month  period
ended  September  30,  2000  increased  to  $2,412,626  from  $159,999  for  the
nine-month  period ended September 30, 1999. This increase is due to an increase
in office  expense  as a result of the  expansion  of  office  space,  adding on
another  office  location  and other  costs  associated  with the  launch of the
Company's Web site on July 11, 2000.

Interest and Taxes; Tax Loss Carryover

         Interest expense of $44,102 was incurred during the three-month  period
and $48,224 for the nine-month  period ending  September 30, 2000.  There was no
interest for corresponding periods 1999. Lease commitments commenced during June
2000 whereby payments have been accrued  beginning July 1, 2000. The Company has

                                      -3-
<PAGE>

had in addition to the capital lease  commitments for $3,368,673  short-term and
notes payable  aggregating  loans of $549,970.  No debentures or other financing
liabilities  existed during prior periods.  A net operating loss carryover as of
December 31, 1999 of approximately $5,991,000 will be available to offset future
taxable  income,  if any. In the event of ownership  changes  aggregating 50% or
more in any  three-year  period,  the  amount  of loss  carryovers  that  become
available for  utilization in any year may be limited.  If not utilized  against
future taxable income, the net operating loss carryovers will expire between the
years 2005 and 2014.

Net Loss

         The net loss for the  three-month  period ended  September 30, 2000 was
$4,860,223  compared to a net loss of $161,739 for the three-month  period ended
September 30, 1999. In addition,  the net loss for the  nine-month  period ended
September  30, 2000 was  $20,283,429  compared to a net loss of $480,277 for the
comparable  period ending  September 30, 1999. This increase is primarily due to
the  issuance of stock in exchange for signing  bonus  grants to newly  retained
officers and  employees,  termination  incentives  and retaining  incentives for
returning employees during the restructuring period, consulting and professional
fees, in addition to an increase in legal and professional  fees associated with
our  establishment of company policies and procedures.  These losses reflect the
fact that the Company did not achieve material  revenues in either period. It is
anticipated  that losses will  continue as the  Company's  plan of operations is
carried  out  until  such  time the  operation  stabilizes.  In  particular  the
increased  advertising  expenses  associated  with carrying out a marketing plan
promoting the Company's  business and Web site.  There can be no assurance  that
these advertising expenses will result in increased revenues.

Liquidity and Capital Resources

         The  Company has relied  exclusively  on equity  financing  to fund its
operations and capital  expenditures.  In the nine-month period ending September
30,  2000,  the  working  capital   (defined  as  current  assets  less  current
liabilities)  was a negative  $5,690,339  versus a negative  working  capital of
$185,339 at December 31, 1999.  This  increase in negative  working  capital was
primarily  a result of an  increase  in the  outstanding  accounts  payable  and
accrued  expenses  from $45,799 at December 31, 1999 to  $2,774,879 at September
30, 2000. In addition,  the capital lease agreements and short-term bridge loans
and notes payable increased the current liabilities by $3,918,643.  Although the
cash position,  prepaid  expenses and deferred  financing  costs  increased from
December 31, 1999,  however,  the overall  increase in liabilities  has caused a
negative  working  capital  position  at  September  30,  2000.  The  Company is
currently unable to satisfy the current  obligations  unless additional  funding
can be raised. As a result,  the Company has furloughed all of its employees due
to its inability to fund payroll.

         During the  nine-months  ending  September  30,  2000,  the Company has
raised $9,191,536. In addition, common stock was exchanged for a note receivable
of $800,000 and prepaid  consulting  services of $750,000.  All of the offerings
have been  completed  of which all monies have been used towards the purchase of
computer  equipment  and  software,  Web  design,  materials,   consultants  and
operating  capital  needs to  initiate  the  Company's  entry into the  internet
marketplace.

         The  Company has an option to purchase  the office  building  which was
leased  in  April  2000.  It  houses  the  Company's   operations  and  contains
approximately  23,400  square feet.  Should the Company  decide to negotiate the
purchase of the office building, the purchase price will be $2,575,000, of which
$1,360,000 has been paid in cash and stock,  leaving a balance of  approximately
$1,215,000.  There is no assurance that the Company will be able to complete the
purchase of the building by the expiration date,  however,  there are provisions
in the agreement to extend the option date.



                                      -4-
<PAGE>



PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings

The Company has not been involved in any litigation during the period covered by
this report.


Item 2.  Changes in Securities.

Market Information

Prior to May 1, 1995, there was no public market for the Company's common stock.
Since May 1, 1995, the National  Quotation Bureau,  Inc has quoted the Company's
common stock in the National Daily Quotation  Service ("Pink Sheets")  published
daily.  The  Company's  trading  symbol  was  changed  from  "BFTI" to "BFTK" in
connection with the Company's  December 2, 1996, reverse stock split; then again
to "RIHI" with the name change and the 1 for 100 reverse  stock split in January
1998.  Effective  December 28, 1999,  the Company began trading under the symbol
"WFFT" and quotations are available through the Electronic Bulletin Board.

A 1 for 3 reverse  stock  split was  effective  December  2,  1996.  A 1 for 100
reverse stock split was authorized on January 17, 1998 and effective on March 6,
1998. The authorized  stock remained at 50,000,000  shares of common stock.  All
figures in this Quarterly  Report give effect to such reverse stock splits,  and
previously stated numbers of shares are appropriately restated, unless otherwise
indicated.  All  statements in this annual report should be read in  conjunction
with  and are  qualified  by the  other  information  and  financial  statements
(including the notes thereto)  appearing  elsewhere in this Quarterly Report and
the previously filed Annual Report.

On April 13, 2000, the Company filed an application to be listed on the American
Stock Exchange, but on August 16, 2000, the Company withdrew its application and
was  put  it  on  hold  until  such  time  as  the  company  has  completed  its
reorganization and the operations have stabilized.


Dividends

The Company paid a 10% stock  dividend on its common stock on March 30, 2000 for
shareholders  of record as of  January  31,  2000.  All  stock  issued  for this
dividend was restricted.  The Company had no earnings,  consequently,  has never
paid cash dividends on its common stock and does not intend to do so in the near
future.  The Company's  present policy is to apply available  working capital to
expansion and acquisition.







                                      -5-
<PAGE>



Recent  Sales  of  Unregistered  Securities;  Use  of  Proceeds  from Registered
Securities


1.   During  the first  quarter of 2000,  the  Company  conducted  four  private
     offerings  under Rule 506 of  Regulation  D of the  Securities Act of 1933.
     As of June 30, 2000, the following details out the monies raised:

a.       On  February 15, 2000,  the Company issued 500,000 shares of restricted
         common  stock at $0.25 per share or $125,000. In addition, the Board of
         Directors declared a 10% stock dividend for 50,000 shares of restricted
         common  stock to the holders  valued at $0.25 per share or $12,500.

b.       On  February  15, 2000, the Company issued 239,500 shares of restricted
         common stock at $0.50 per share for $119,750.

c.       As  of March 3, 2000, the Company issued  1,335,000  units at $1.00 per
         share.  The offering  includes  1,335,000  shares of restricted  common
         stock  plus one warrant for each share of common stock, for $1,335,000.
         The  warrants  may be  exercised  any time prior to February 5, 2001 at
         $2.00  per share.  During the second quarter 2000, the warrant  holders
         exercised  their right to purchase 529,730 shares of restricted  common
         stock for $1,059,460.

d.       During the six months ended June 30, 2000, the Company issued 1,525,331
         shares  of  common  stock  at  $3.00  per  unit for $3,775,993, plus  a
         promissory  note  receivable  for  $800,000  recorded  to  subscription
         receivable in the stockholders equity section of the balance sheet. The
         offering consisted of 1,850,000 shares of restricted common stock  plus
         one  warrant  for  each  share of common stock,  for the purchase of an
         additional  share  of  restricted  common  stock.  The  warrants may be
         exercised  any  time  prior  to April 1, 2001 at an  exercise  price of
         $4.00.  At  September  30, 2000, 1,011,599 warrants have been exercised
         for  $2,250,798,  of  which  $1,799,598  was  received during the third
         quarter 2000.


2.       On  February  15,  2000  the  Company issued shares of common stock, as
         follows:

                                                                        No. Of
                      Purchaser                               Ref.      Shares
                      ---------                               ----      ------
                      Scott Dahne                             (a)        250,000
                      Russell Williams                        (b)         25,000
                      Walter Williams                         (b)         25,000
                      James Hinton, Jr.                       (c)      1,000,000
                      John & Vanessa Kirk                     (c)      1,000,000
                      News USA                                (d)        125,000
                      Kaufman & Associates                    (e)         75,000
                      WAVZ Research                           (f)          3,000

a.            For services  performed as Chairman of the Advisory Board and as a
              Strategic  and  Operational  Advisor to the Company.  These shares
              were  recorded  at the low bid  price  of  approximately  $0.41 or
              $102,000 on January 4, 2000, the date agreed to join the company.
b.            For services  performed as Technical  Advisors and  Strategic  and
              Operational   Advisors  to  the  Company  on  Internet   security,
              e-commerce development, and emerging Internet technologies.  These
              shares were recorded at the low bid price of  approximately  $1.81
              or $90,600 on February 4, 2000,  the date they became  advisors to
              the Company.
c.            In January 2000,  the Company  purchased  the licensing  agreement
              plus  all  remaining  license  rights  for  Whats4Free.com  for an
              additional  2,000,000 shares of common stock valued at the low bid
              price on February 11, 2000, the date of the agreement, of $1.75 or
              $3,500,000. Use of the license gives the right to use the property
              for commercial purposes including the distinguishing marks for and
              in connection with providing advertising services on the Web Sites
              and  providing  search  services  and  links  to other  Web  sites
              directly to the public.
d.            Shares issued for advertising services for the Company in exchange
              for common  stock  valued on  January  13,  2000,  the date of the
              agreement, at the low bid price of approximately $0.76 or $94,375.
              This  Nationwide   publicity  agreement   guarantees  over  31,200
              favorable  media  story  placements  in  newspapers  and on  radio
              stations across the nation.

                                      -6-
<PAGE>

e.            Shares  issued  as a  finder's  fee for  finding  the  sellers  of
              Whats4Free.com  and future  services in  assisting  the Company in
              locating possible business  acquisitions,  joint ventures or other
              strategic  relationships.  These shares were valued on the low bid
              price  on  the  date  of  the  agreement,  January  10,  2000,  of
              approximately  $0.81 or $60,675.  In addition,  the consultant was
              granted 100,000  warrants to purchase  restricted  common stock at
              $0.50 per share, expiring January 10, 2002. (See 18 below).
f.            Shares were issued in exchange  for network  consulting  services,
              and were valued on the date of the agreement,  February 7, 2000 at
              the low bid price of approximately $1.88 or $5,625.

         All shares were  issued  pursuant to the  exemption  from  registration
under Section 4(2) of the Securities Act of 1933.

3.   On February 15, 2000,  the Company issued 50,000 shares of its common stock
     to Pat  Passenheim,  the  Company's  legal  counsel,  in exchange for legal
     services.  These shares were issued pursuant to services performed and were
     registered  with the  Securities  and  Exchange  Commission  on Form S-8 on
     August 8, 1998.  These shares are valued at the at the low bid price on the
     date of issuance of $1.75 or $87,500.

4.   On March 17, 2000, the Company issued a combined total of 75,000 restricted
     shares of its common stock to two new members of the Advisory Board,  Terry
     Gardner and Alan D. Liker,  for services as Advisors to the Company.  These
     shares were valued on January 4, 2000, the date of their agreements, and at
     the low bid price of approximately $0.41 or $30,675. All shares were issued
     pursuant to the  exemption  from  registration  under  Section  4(2) of the
     Securities Act of 1933.

5.   On March 17,  2000,  the Company  issued  50,000  restricted  shares of its
     common  stock to a previous  consultant,  now an employee,  Ryan Dyck,  for
     strategic  planning,  valued  at the  low  bid  price  on the  date  of the
     agreement  or  approximately  $0.36 per share or $18,263.  Such shares were
     issued  pursuant to the exemption from  registration  under Section 4(2) of
     the Securities Act of 1933.

6.   On March 20, 2000,  the Company issued 92,500  restricted  shares of common
     stock to five  employees  of the  Company  as a  signing  bonus to join the
     Company.  These shares were valued using the low bid price on the date they
     agreed to join the  Company or  $492,220  in  aggregate.  Such  shares were
     issued  pursuant to the exemption from  registration  under Section 4(2) of
     the Securities Act of 1933.

7.   On March 22, 2000,  the Company issued 25,000  restricted  shares of common
     stock to a legal firm,  for legal services  performed in  conjunction  with
     private offering memorandum.  These shares were issued pursuant to services
     performed as required under the 1997 Retainer  Stock Plan for  Non-Employee
     Directors  and  Consultants  ("the 1997 Stock  Plan").  These  shares  were
     registered  with the Securities and Exchange  Commission on August 8, 1998,
     on Form S-8. These shares are valued on March 22, 2000 at the low bid price
     of $11.25 or an aggregate of $281,250.

8.   On March 30, 2000, the Company  issued,  in aggregate,  873,385  restricted
     shares of common stock to  approximately  563  shareholders  as a 10% Stock
     Dividend to  shareholders  of record on January 31, 2000.  Such shares were
     valued on the record date at $0.30 per share or $262,016.  Such shares were
     issued  pursuant to the exemption from  registration  under Section 4(2) of
     the Securities Act of 1933.

9.   During the first quarter of 2000,  ten  employees of the Company  agreed to
     signing  bonus  to join  the  Company,  in  exchange  for an  aggregate  of
     1,412,500 shares of restricted  common stock valued on the date they agreed
     to join the company, for an aggregate value of $5,146,220:

                                                                  No. Of
     Name                Position/Affiliation      Shares        Total Value
     ----                --------------------      ------        -----------
     Michael Dillon       Officer since 2/00       350,000        $   634,550
     Avery Martinez       Officer since 3/7/00     1,000,000      $ 4,313,000
     Other Employees      Employee                    62,500      $   198,670

         Such shares were issued on April 12,  2000,  pursuant to the  exemption
         from registration under Section 4(2) of the Securities Act of 1933.

                                      -7-
<PAGE>


10.  On January 27,  2000,  the Company  granted  warrants to Junyor  Investment
     Holding Corp. an Investor Relations firm in Canada, as part of the contract
     for services.  The total value of the warrants granted was $210,960,  based
     on the  Black-Scholes  option  pricing model.  The warrants  granted are as
     follows:

o             Three-month  warrant to purchase 100,000 shares at $0.50 per share
              or $50,000.  This warrant  expired on April 27,  2000.  During the
              second  quarter 2000,  these  warrants were  exercised in full and
              100,000  restricted  shares of common stock were issued to various
              individuals.  These warrants were valued at approximately $1.16 or
              $116,340.
o             Six-month warrant to purchase 100,000 shares at $1.00 per share or
              $100,000.  This option  expires  July 27, 2000 and as of September
              30, 2000,  86,000  restricted  shares were  exercised for $86,000.
              These warrants were valued at approximately $.70 or $69,820.
o             A one-year warrant to purchase 100,000  restricted shares at $2.00
              per share or $200,000.  This option expires  January 27, 2001, and
              as of June 30, 2000, they have not been exercised.  These warrants
              were valued at approximately $.25 or $24,800.

     All shares were issued  pursuant to the exemption from  registration  under
     Section 4(2) of the Securities Act of 1933.

11.  On April 24, 2000,  The Board of Directors  of the Company  issued  385,000
     restricted  shares of common stock to the following,  as payment of the 10%
     stock dividend authorized to shareholders of record on January 31, 2000:

                                                                     No. Of
     Name                                  Position/Affiliation      Shares
     ----                                  --------------------      ------
     Wynn J. Bott                                Officer              35,000
     Dr. Claus Bartak-Wagner                     Director             10,000
     Raymond A. Triphan                       Prior Director          15,000
     C. Austin Burrell                      Officer & Director       100,000
     Richard Schmidt                        Officer & Director        25,000
     Cactus Consulting International, Inc.   Related Party *         200,000

     *  Cactus Consulting International, Inc. ("CCI"), is wholly owned by Jan J.
        Olivier, the Company's CEO and    Chairman of the Board.

     Such  shares  were  valued at $0.30 per share or  $115,500  and were issued
     pursuant to the  exemption  from  registration  under  Section  4(2) of the
     Securities Act of 1933.

12.  On April 4, 2000,  the  Company  agreed to issue  200,000  shares of common
     stock in  exchange  for  corporate  consulting  services  from  Performance
     Capital  Corporation.   These  shares  were  issued  pursuant  to  services
     performed  and  filed  on a Form  S-8  with  the  Securities  and  Exchange
     Commission on August 8, 1998.

     These services were valued at $1,825,000 or approximately  $9.13 per share,
     the low bid price on the date the stock was issued.  The shares were issued
     pursuant to the  exemption  from  registration  under  Section  4(2) of the
     Securities Act of 1933.

13.  On April 24, 2000,  the Company  issued 25,000 shares of restricted  common
     stock to Eric,  David & Son's Inc. in exchange  for  advertising  services.
     These  services  were valued at  $231,250  or $9.25 per share,  the low bid
     price on the date the stock was  issued  and were  issued  pursuant  to the
     exemption  from  registration  under Section 4(2) of the  Securities Act of
     1933.

14.  During the first quarter of 1999, the Company granted 300,000 warrants to a
     consultant for prior services.  These warrants are exercisable at $4.00 per
     share and expire on February 1, 2001.  During the first quarter  2000,  the
     Company paid the consultant  $200,000 and exercised 100,000 of the warrants
     issuing  100,000  shares  of  common  stock  valued  at $5.63  per share or
     $563,000,  booked to consulting services.  The consultant has forfeited his
     rights to the remaining  warrants  granted.  During the first quarter 2000,
     the Company valued these warrants  using the  Black-Scholes  option pricing
     model.  The  valuation  of the  warrants  calculated  to $0.02 per share or
     $2,000, recorded to consulting fees.

                                      -8-
<PAGE>


     These  warrants were filed in an S-8 March 12, 1999 with the Securities and
Exchange Commission.

15.  During May 2000, Company granted 100,000 warrants for consulting  services.
     The warrant  holder has the right to purchase  100,000 shares of restricted
     common  stock  with an  exercise  price of $4.00  per  share,  expiring  on
     February 1, 2001.  These  warrants  were valued at $.02 per share or $2,000
     based on the  Black-Scholes  option  pricing  model.  On May 19, 2000,  the
     holder  exercised his right to purchase  100,000 shares of common stock for
     $400,000.  These  warrants  were  filed in an S-8 March  12,  1999 with the
     Securities and Exchange Commission.

16.  On May 12, 2000, the Company entered into an Option Agreement  granting the
     Company the right to purchase the office building currently occupied by the
     Company.  The Company  exchanged  140,000 shares of restricted common stock
     valued at $6.25 per share or $875,000  to the sellers of the  building as a
     commitment to purchase the office building. This commitment expires October
     26,  2000.  These  shares  were  issued  pursuant  to  the  exemption  from
     registration under Section 4(2) of the Securities Act of 1933.

17.  On January 10, 2000, the Company  agreed to retain a consultant,  Waterfall
     Services,  Inc., to provide sales consulting to the Company in exchange for
     a salary plus common stock.  On April 17, 2000, the company  granted 25,000
     restricted shares of restricted common stock valued at the low bid price of
     approximately   $4.13  or  $103,125  for  past  services  and  recorded  to
     consulting  fees.  These shares were issued  pursuant to the exemption from
     registration under Section 4(2) of the Securities Act of 1933.

18.  On May 19, 2000, 100,000 warrants previously granted to a consultant (see 2
     (e) above) were  exercised and 100,000  shares of common stock at $0.50 per
     share or $50,000 was issued. The warrants were previously valued at $43,570
     based on the Black-Scholes  option pricing model.  These shares were issued
     pursuant to the  exemption  from  registration  under  Section  4(2) of the
     Securities Act of 1933.

19.  On June 14, 2000, the Company granted 100,000  restricted  shares of common
     stock to a  consultant,  Doug  Rohatensky,  for prior  investor  relation's
     services  performed for the Company.  These services were valued at the low
     bid price of $5.25 or $525,000 and expensed to Consulting  Services.  These
     shares  were issued  pursuant  to the  exemption  from  registration  under
     Section 4(2) of the Securities Act of 1933.

20.  On June 14, 2000,  the Company  issued 12,000  restricted  shares of common
     stock to three  members of  Technology  Alliance  Group,  LLC  ("TAG")  for
     professional  consulting services relating to planning,  implementation and
     ongoing support of information technology solutions for the Company. May 1,
     2000,  the  Company  entered  into  an  agreement  with  TAG  for 30  days,
     continuing  on an hourly  basis  thereafter.  These  shares  were valued at
     $5.75,  the low bid price on the date of the agreement,  or $69,000.  These
     shares  were issued  pursuant  to the  exemption  from  registration  under
     Section 4(2) of the Securities Act of 1933.

21.  On June 27 2000, the Company  issued the following  shares of common stock:


o        100,000 restricted shares of common stock to Frank K. C. Chen,  who was
         appointed Special Advisor for the  Company's  future  China  and  Asian
         operations.  These  shares were valued at the low bid price of $7.50 on
         the date of grant or $750,000 and recorded as a prepaid expense.

o        17,500 restricted  shares of common stock to an employee of the company
         as stock  incentives/  bonus.  These shares were valued at the low  bid
         price of the stock on the date of the  employee's  review,  or $72,188.

     These shares were issued pursuant to the exemption from registration  under
     Section 4(2) of the Securities Act of 1933.

                                      -9-
<PAGE>




22.      At  June 30, 2000, the  Company agreed to issue the following shares of
         common stock:

                           WAVZ Research                      (a)     5,075
                           Terry R. Button                    (b)    40,200
                           Resterra                           (c)       475
                                                                 ------------
                                    Subtotal                         45,750

                           Stock Dividend:
                           James Hinton                              48,000
                           John & Vanessa Kirk                       72,000
                           Scott Dahne                               25,000
                           Terry Gardner                              2,500
                           Alan Liker                                 5,000
                           Ryan Dyck                                  5,000
                           Robert Toledo                              1,750
                           Jennifer LoPresti                          1,000
                           Randall Libero                             1,000
                                                                ------------
                                    Subtotal                  (d)   161,250

                                    Total Shares                    207,000
                                                                ============


(a)      For  network consulting services, in lieu of past services for invoices
         due totaling $16,375 and recorded to computer consulting services.
(b)      A finder's fee recorded at the low bid price  of approximately $6.28 or
         $252,496 and recorded to recruiting/finders fees.
(c)      For  leasehold  improvements,  valued  at  the  closing  bid  price  of
         approximately $6.28 or $2,983.
(d)      These  shareholders  were entitled to the 10% stock dividend authorized
         for  all  shareholders of record at January 31, 2000. The  shares  were
         recorded  at $0.30 per share or  $48,375  recorded to stock dividend.

         These shares were issued  pursuant to the exemption  from  registration
         under Section 4(2) of the Securities Act of 1933.

23.  On May 19, 2000, the Company  contracted with a computer leasing company to
     purchase  $1,091,760  worth of  computer  hardware  for its  infrastructure
     development  related to its Web site.  The  computer  leasing  company  was
     granted the option to  purchase  17,835  warrants at $5.00 each.  The total
     value of the warrants granted was $60,238 based on the Black-Scholes option
     pricing Model and was recorded to capital  leased  equipment on the Balance
     Sheet.  None of these  warrants were  exercised  during the second  quarter
     2000.


Item 3.  Defaults Upon Senior Securities.

None - Non-applicable

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

There have been no matters submitted to a vote of security holders.

Item 5.  Other Information.

None

Item 6.  Exhibits and Reports on Form 8-K

A.  Exhibits:

27       Financial Data Schedule

B.       Reports on Form 8K
a.       None




                                      -10-
<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:  December 22, 2000                       What's For Free Technologies Inc.



                                               By:/s/Jan J. Olivier
                                                  ------------------------------
                                                     Jan J. Olivier
                                                     Chief Executive Officer,
                                                     Director




                                               By:/s/Wynn J. Bott
                                                  ------------------------------
                                                     Wynn J. Bott
                                                     Chief Financial Officer











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