<PAGE>

                       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 March 31, 2000
                         Commission File Number 0-19693

                         WHATSFORFREE TECHNOLOGIES, INC.

             (Exact Name of Registrant as Specified in Its Charter)

           Nevada                                                 87-0485320
           ------                                                 ----------
(State or Other Jurisdiction of                               (IRS 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:

                                   22,792,090
                    NUMBER OF COMMON STOCK SHARES OUTSTANDING
                                 On May 18, 2000


Traditional Small Business Disclosure Format (Check One):

  [X] Yes  [ ] No


<PAGE>

TABLE OF CONTENTS

PART I
ITEM 1.    FINANCIAL STATEMENTS.                                            F-1

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


PART II
ITEM 1.    LEGAL PROCEEDINGS.                                                 6

ITEM 2.    CHANGES IN SECURITIES.                                             6

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

                                       1

<PAGE>

                                     PART I
                              FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS


                         WHATSFORFREE TECHNOLOGIES, INC.
                  (Formerly Ranes International Holding, Inc.)
                        (A Development Stage Enterprise)

                                  BALANCE SHEET


                                                                     March 31,
                                                                       2000
                                                                    (unaudited)
                                                                   -------------
                               ASSETS

Cash                                                               $  1,703,112
Account receivable                                                       65,000
                                                                   -------------
         TOTAL CURRENT ASSETS                                         1,768,112

Property and equipment - net                                            515,157

OTHER ASSETS:
     Intangible assets - net                                          4,396,895
     Deposits                                                            33,400
                                                                   -------------
                                                                      4,430,295
                                                                   -------------

                                                                   $  6,713,564
                                                                   =============
                  LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable                                              $    232,151
     Due to related parties                                             193,801
                                                                   -------------
         TOTAL CURRENT LIABILITIES                                      425,952

     COMMITMENT AND CONTINGENCIES                                             -


STOCKHOLDERS' EQUITY:
     Common Stock, $.001 par value; 50,000,000
        shares authorized; 21,959,910 shares
        issued and outstanding                                           21,960
     Additional paid-in capital                                      20,676,119
     Deficit accumulated during the development stage               (14,410,467)
                                                                   -------------
         TOTAL STOCKHOLDERS' EQUITY                                   6,287,612
                                                                   -------------

                                                                   $  6,713,564
                                                                   =============

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

                                      F-1


<PAGE>

<TABLE>
                                 WHATSFORFREE TECHNOLOGIES, INC.
                          (Formerly Ranes International Holding, Inc.)
                                (A Development Stage Enterprise)

                                   STATEMENTS OF OPERATIONS
<CAPTION>

                                                                                       Cumulative
                                                                                    During Development
                                                          Three Months Ended              Stage
                                                    -----------------------------    February 15, 1990
                                                      March 31,       March 31,       (inception) to
                                                        2000            1999          March 31, 2000
                                                    -------------   -------------   ------------------
                                                     (unaudited)     (unaudited)        (unaudited)
<S>                                                 <C>             <C>             <C>
REVENUES                                            $          -    $          -    $           1,624

OPERATING EXPENSES:
        Advertising expense                              417,977               -              417,977
        Bonus and incentives                           5,855,576               -            5,855,576
        Professional fees                              1,230,348          87,342            1,867,589
        Other general and administrative expenses        345,679          55,351            5,797,088
                                                    -------------   -------------   ------------------
             TOTAL OPERATING EXPENSES                  7,849,580         142,693           13,938,230
                                                    -------------   -------------   ------------------

NET LOSS                                            $ (7,849,580)   $   (142,693)   $     (13,936,606)
                                                    =============   =============   ==================
LOSS PER COMMON SHARE, basic and diluted            $      (0.44)   $      (0.02)   $           (9.28)
                                                    =============   =============   ==================
WEIGHTED AVERAGE NUMBER OF COMMON
        SHARES OUTSTANDING, basic and diluted         17,746,440       8,426,647            1,501,433
                                                    =============   =============   ==================
</TABLE>

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

                                       F-2


<PAGE>

<TABLE>
                                            WHATSFORFREE TECHNOLOGIES, INC.
                                      (Formerly Ranes International Holding, Inc.)
                                            (A Development Stage Enterprise)

                                                STATEMENTS OF CASH FLOWS
<CAPTION>

                                                                                                     Cumulative
                                                                                                  During Development
                                                                        Three Months Ended              Stage
                                                                  -----------------------------    February 15, 1990
                                                                    March 31,       March 31,       (inception) to
                                                                      2000            1999          March 31, 2000
                                                                  -------------   -------------   ------------------
                                                                   (unaudited)     (unaudited)        (unaudited)
<S>                                                               <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
        Net Loss                                                  $ (7,849,580)   $   (142,693)   $     (13,936,606)
        Adjustments to reconcile net loss to net cash
              used in operating activities:
                    Provision for losses                                     -               -              955,000
                    Amortization and depreciation                        4,125               -              140,125
                    Common stock issued in exchange for services     6,400,540         100,500            9,665,547
                    Warrants issued in exchange for services            91,345               -               91,345

              Changes in assets and liabilities:
                           Account receivables                         (65,000)              -              (65,000)
                           Prepaid expenses                             48,500         (63,000)              48,500
                           Deposits                                    (33,400)              -              (33,400)
                           Accounts payable                            186,354          75,967              580,128
                                                                  -------------   -------------   ------------------
        NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES             (1,217,116)        (29,226)          (2,554,361)
                                                                  -------------   -------------   ------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
              Capital expenditures                                    (519,283)              -             (519,283)
                                                                  -------------   -------------   ------------------
        NET CASH FLOWS USED IN INVESTING ACTIVITIES                   (519,283)              -             (519,283)
                                                                  -------------   -------------   ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
              Due to related party                                        (674)              -                 (674)
              Proceeds from note payable                                     -          30,000                5,000
              Proceeds from issuance of common stock                 3,433,750               -            4,776,430
                                                                  -------------   -------------   ------------------
        NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES              3,433,076          30,000            4,776,756
                                                                  -------------   -------------   ------------------

NET INCREASE IN CASH                                                 1,696,677             774            1,703,112

CASH AT BEGINNING OF YEAR                                                6,435             289                    -
                                                                  -------------   -------------   ------------------

CASH AT END OF YEAR                                               $  1,703,112    $      1,063    $       1,703,112
                                                                  =============   =============   ==================
</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 Enterprise)
                          Notes to Financial Statements
                                 March 31, 2000


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 three
         months ended March 31, 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-K for the year ended December 31,
         1999.

2.       NEW 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 the 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.

                                      F-4

<PAGE>
                         WHATSFORFREE TECHNOLOGIES, INC.
                  (formerly Ranes International Holding, Inc.)
                        (A Development Stage Enterprise)
                          Notes to Financial Statements
                                 March 31, 2000


         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 is 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 March 31, 2000, the
                  Company does not believe that impairment has occurred.


3.       PROPERTY AND EQUIPMENT
         ----------------------

         Property and equipment at March 31, 2000 is as follows:

               Computer equipment and internal use software        $    446,954

               Leasehold improvements                                     9,917

               Office furniture and equipment                            62,411
                                                                   -------------
                                                                        519,282

               Less: accumulated depreciation and amortization           (4,125)
                                                                   -------------
                                                                   $    515,157
                                                                   =============

4.       INTANGIBLE ASSETS
         -----------------

         During the three months ended March 31, 2000, the Company purchased
         three domain names for the purpose of developing websites. The Company
         has accounted for these costs in accordance with Emerging Issues Task
         Force Number 2000-2, "Accounting for Website Development Costs," and
         pursuant to Accounting Principles Board Opinion Number 17. The Company
         has estimated the useful life of the intangible assets to be three
         years and will commence amortization once the websites are placed in
         service.


5.       STOCKHOLDERS' EQUITY
         --------------------

         a.       In January 2000, the Company purchased the right to use
                  technology to begin focusing on Internet-based marketing and
                  branding of free products and services. In February 2000, the
                  Company acquired the remaining worldwide rights to the
                  Internet-based marketing and branding of free products and
                  services for WhatsForFree in exchange for the issuance of
                  2,000,000 shares of restricted common stock valued at $1.75
                  per share or $3,500,000 recorded as an intangible asset (see
                  Note 4).

                                      F-5

<PAGE>
                         WHATSFORFREE TECHNOLOGIES, INC.
                  (formerly Ranes International Holding, Inc.)
                        (A Development Stage Enterprise)
                          Notes to Financial Statements
                                 March 31, 2000


                  In addition, on January 27, 2000, the Company granted warrants
                  as part of the purchase price associated with the intangible
                  asset. The total value of the warrants granted was $210,960
                  and was recorded as an intangible asset. 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:

                  o     Three month warrant to purchase 100,000 shares at $0.50
                        per share or $50,000. This warrant was not exercised and
                        expired on April 27, 2000. These warrants were valued at
                        $1.163 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 has not yet been exercised. These warrants were
                        valued at $.6982 or $69,820.

                  o     A one year warrant to purchase 100,000 shares at $2.00
                        per share or $200,000. This option expires January 27,
                        2001, and has not yet been exercised. These warrants
                        were valued at $.248 or $24,800.

         b.       During the first quarter 2000, the Company has conducted four
                  Offerings under Regulation D, Rule 506 of the Securities Act
                  of 1933. These offerings are exempt from registration with the
                  SEC under Regulation D of the 1993 Act, as amended. The four
                  Offerings raised $3,433,750 during the first quarter 2000, and
                  Are made up of the following:

                  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 restricted
                        common stock to the holders valued at $0.25 per share or
                        $12,500.

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

                  iii.  The Company issued 1,335,000 units at $1.00 per share
                        from an offering dated March 3, 2000. The $1.00 offering
                        offers 1,335,000 shares of restricted common stock in
                        total plus one warrant for each share of common stock,
                        for the purchase of an additional share of common stock.
                        $1,335,000 was received in cash during March 2000. The
                        warrants may be exercised any time prior to February 5,
                        2001 at $2.00 per share. None of these warrants were
                        exercised during the first quarter 2000.

                                      F-6

<PAGE>
                         WHATSFORFREE TECHNOLOGIES, INC.
                  (formerly Ranes International Holding, Inc.)
                        (A Development Stage Enterprise)
                          Notes to Financial Statements
                                 March 31, 2000


                  iv.   The Company issued 615,333 units $3.00 per share from an
                        offering dated March 27, 2000. The $3.00 Offering offers
                        5,550,000 shares of restricted common stock in total
                        plus one warrant for each share of common stock, for the
                        purchase of an additional share of restricted common
                        stock. At March 31, 2000, $1,846,000 was received. The
                        warrants may be exercised any time prior to April 1,
                        2001 at an exercise price of $4.00. 2,000 warrants were
                        exercised during the first quarter 2000 for $8,000.

         c.       The Company authorized a 10% stock dividend to stockholders of
                  record as of January 31, 2000. These shares were valued at
                  $0.30 per share or $370,016 on the date the stock dividend was
                  declared. On March 30, 2000, 1,233,385 shares of restricted
                  common stock were authorized for distribution.

         d.       The Company agreed to issue 300,000 shares of restricted
                  common stock to various advisors of the Company. These shares
                  were valued at the low bid price on the date the individual
                  agreed to join the Company, for a total of $223,275 and
                  recorded as professional fees during the first quarter 2000.

         e.       On January 10, 2000, the Company agreed to a finders fee of
                  75,000 shares of restricted common stock plus warrants to
                  purchase 100,000 shares of restricted common stock at $0.50
                  per share expiring January 10, 2002. The payment was for
                  finding the sellers of the domain name of Whats4Free.com and
                  WhatsForFree.com.

                  The 75,000 shares of common stock were valued at the low bid
                  price on the date of the agreement, of $0.809 or $60,675 and
                  recorded as professional fees.

                  The valuation of the warrants calculated to $0.4357 and was
                  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%; and expected lives of 3 months to 1
                  year. Valuation of the warrants was based on the Black-Scholes
                  Option Pricing Model. At March 31, 2000, the company had not
                  exercised the warrants.

         f.       On January 13, 2000, the Company contracted with a Nationwide
                  Media for advertising at a cost of $298,000. On March 31,
                  2000, the Company had paid $69,445 and issued 125,000 shares
                  of restricted common stock, which included a warrant. The
                  warrant allows for the purchase of 50,000 shares of common
                  stock at $2.00 per share expiring January 31, 2001. The shares
                  issued were valued at $0.755 or $94,375 and recorded as
                  advertising costs. The valuation of the warrants calculated to
                  $0.3309 and was 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%; and expected lives of
                  3 months to 1 year. Valuation of the warrants was based on the
                  Black-Scholes Option Pricing Model. At March 31, 2000, the
                  company had not exercised the warrants.

                                      F-7

<PAGE>
                         WHATSFORFREE TECHNOLOGIES, INC.
                  (formerly Ranes International Holding, Inc.)
                        (A Development Stage Enterprise)
                          Notes to Financial Statements
                                 March 31, 2000

         g.       The Company issued 3,000 shares restricted of common stock in
                  exchange for network consulting services. These shares were
                  valued on the date of the agreement at the low bid price of
                  $0.364 or $5,625 and recorded as consulting services.

         h.       During March 2000, the Company issued 50,000 shares of
                  restricted common stock to a consultant for strategic
                  planning, valued at the low bid price on the date of the
                  agreement, or $0.364 per share or $18,200, recorded to
                  consulting services.

         i.       During the first quarter 2000, the Company issued 155,000
                  shares of restricted common stock to employees of the company
                  as stock incentives to join the company. These shares were
                  valued at the low bid price of the stock on the day they
                  agreed to join the company, or $690,830. In addition,
                  1,350,000 shares of restricted common stock was issued to
                  executive officers of the Company as a signing bonus to join
                  the Company. These shares were valued at the low bid price the
                  day they agreed to join the Company, or $4,946,233.

         j.       During 1999, the Company issued shares of restricted common
                  stock and warrants to a consultant for services performed.
                  During the first quarter 2000, the Company valued 300,000
                  warrants using 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 lives of 3 months to 1
                  year. The valuation of the warrants calculated to $0.1041 per
                  share or $31,230 and was recorded to consulting fees. The
                  warrants are exercisable at $4.00 per share prior to February
                  1, 2000.

                  The Company has disputed the value of the services and the
                  consultant has disagreed with such dispute. In an effort to
                  end the disparity, the Company paid the consultant $200,000
                  cash and issued 100,000 shares of common stock valued at
                  $10,410, and reduced 100,000 of the warrants that were
                  available to the consultant. The consultant has forfeited his
                  rights to the remaining 200,000 warrants.

         k.       During the first quarter of 2000, the Company issued 75,000
                  shares of common stock for legal services valued at the low
                  bid price on the date of issuance of $368,750 and recorded as
                  professional fees.


6.       COMMITMENTS AND CONTINGENCIES
         -----------------------------

         a.       OPERATING LEASES

                  In February and March 2000, the Company entered into a three
                  year operating lease agreement for its office facilities.

                                      F-8

<PAGE>
                         WHATSFORFREE TECHNOLOGIES, INC.
                  (formerly Ranes International Holding, Inc.)
                        (A Development Stage Enterprise)
                          Notes to Financial Statements
                                 March 31, 2000


                  Aggregate future lease payments under these non-cancelable
                  leases are as follows for the years ending subsequent to
                  December 31, 1999:

                      Years ending December 31:
                      -------------------------
                              2000                                  $    76,713
                              2001                                       92,457
                              2002                                       98,245
                              2003                                       12,245
                                                                    ------------
                      Total minimum future lease payments           $   279,660
                                                                    ============

                  On April 20, 2000, the Company entered into a Lease Agreement
                  for a total of 23,421 square feet in a building nearby the
                  existing offices. The Company began occupancy on April 28,
                  2000. (See Note 11 "MATERIAL SUBSEQUENT EVENTS").

         b.       On February 29, 2000, the Company agreed to engage Net
                  Services Marketing Inc., a public relation consultant, to
                  provide public relations services for one year. The Company
                  paid a total of $150,000 during the first quarter 2000.

         c.       On March 8, 2000, the Company contracted with a company out of
                  Utah, for the Web Development Services beginning February 2000
                  for a total of $215,040. As of March 31, 2000, the Company
                  paid $31,200 towards their services performed.

                  On March 29, 2000, the Company agreed to order a majority of
                  the Sun hardware equipment and certain software through this
                  Utah based company. Total costs are estimated at approximately
                  $1,200,000 and such costs are expected to be acquired through
                  a lease-to-purchase financing arrangement. No costs were
                  incurred as of March 31, 2000.

         d.       On March 20, 2000, the Company contracted with EMC Corporation
                  to purchase $1,091,760 worth of computer hardware and software
                  for infrastructure development related to its web site.
                  Payment terms are net 30 days with shipment contingent upon a
                  $200,000 down payment (paid in April 2000) to EMC Corporation.
                  Terms of the agreement require that 10% of the balance due be
                  paid in warrants (the right to purchase common stock) in the
                  Company. After 30 days, monthly lease payments of $26,995
                  (plus taxes) are due for 36 months.

                                      F-9

<PAGE>
                         WHATSFORFREE TECHNOLOGIES, INC.
                  (formerly Ranes International Holding, Inc.)
                        (A Development Stage Enterprise)
                          Notes to Financial Statements
                                 March 31, 2000

         e.       On March 15, 2000, the Company contracted services with a
                  major communications Corporation to deliver Internet access
                  service consisting of a dedicated, high-speed network
                  connection between the Company's premises and the Internet
                  Protocol Network, and routing services. Set-up costs are
                  anticipated to be less than $10,000 and the monthly costs as
                  high as $60,000. Costs are based on inbound and outbound
                  utilizations. These services are in the process of being
                  established and as of March 31, 2000, no costs have been paid.


7.       MATERIAL SUBSEQUENT EVENTS
         --------------------------

         a.       On April 3, 2000, the Company contracted with Performance
                  Capital Corporation for corporate consulting services related
                  to general business issues, covering a period of one year. The
                  Company agreed to issue Performance Capital 200,000 shares of
                  its common stock in return for consulting services amounting
                  to $1,824,000.

         b.       On April 20, 2000, the Company entered into a lease agreement
                  for office space of approximately 23,400 square feet plus the
                  improvements to the space. The lease commenced on April 21,
                  2000 for a term of six months. Rent during the term is $15,104
                  (including taxes) per month plus 100% of common area
                  maintenance expenses. The Company also provided a $50,000
                  security deposit (paid in April 2000). The Company occupied
                  the space beginning April 21, 2000 and has moved all employees
                  over to this space except the Web site designers and
                  developers (approximately 40 employees) who temporarily remain
                  in the existing leased space.

                  On May 12, 2000, the Company entered into an Option Agreement
                  granting the Company the right to purchase the office
                  building. If the Company purchased the office building,
                  additional consideration of $485,000 in cash, $700,000 in
                  shares of the Company's restricted common stock, and to pay
                  off or refinance the existing mortgage of $1,390,000. The
                  option expires on October 26, 2000.

         c.       As of May 10, 2000, the Company raised an additional
                  $3,720,000 from the private placements and all of the
                  Offerings have been completed (see Note 5 "STOCKHOLDERS
                  EQUITY").

d.                On April 20, 2000 the Company entered into a Letter of Intent
                  with Cisco Systems Capital Corporation to provide specific
                  financing for Cisco System products purchased by the Company.
                  Financing may be provided up to $2,000,000. The details of the
                  financing arrangements are currently being negotiated.

                                      F-10

<PAGE>
                         WHATSFORFREE TECHNOLOGIES, INC.
                  (formerly Ranes International Holding, Inc.)
                        (A Development Stage Enterprise)
                          Notes to Financial Statements
                                 March 31, 2000


         e.       The Company has committed to the following hardware and
                  software agreements since March 31, 2000, which are estimated
                  at the aggregate purchase price of $1,979,360. The Company is
                  considering financing all or a portion of these costs through
                  a leasing company:

                  1.    On April 6, 2000, the Company contracted with EMC
                        Corporation to purchase $304,300 worth of computer
                        hardware and software for its infrastructure development
                        related to its web site. Terms of the agreement call for
                        a $50,000 down payment (paid in April 2000) due on order
                        and monthly lease payments of $7,698 per month for 36
                        months (excluding taxes).

                  2.    On April 24, 2000, the Company further contracted with
                        EMC Corporation to purchase $1,112,760 worth of computer
                        hardware and software for infrastructure development
                        related to its web site. Payment terms are net 30 days
                        with shipment contingent upon a $200,000 down payment
                        (paid in April 2000) to EMC Corporation.

                  3.    On April 24, 2000, the Company also contracted with EMC
                        Corporation to purchase $312,300 worth of computer
                        hardware and software for infrastructure development
                        related to its web site. Payment terms are net 30 days
                        with shipment contingent upon a $50,000 down payment
                        (paid in April 2000) to EMC Corporation.


                                      F-11

<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.
WhatsForFree 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

         WhatsForFree is a development stage, Internet company whose primary
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. We also intend to utilize
information we gather concerning consumer preferences and demographics to offer
advertising services, develop in-house proprietary heuristics, web-hosting and
site development capabilities, and package, market and sell our
commercialization services to other Web entrepreneurs.

         Our Internet business plan was developed in 1999, and we have yet to
generate any revenues or to launch our Web-site, Whats4free.com, which is
currently scheduled for launch at the end of the second quarter of 2000. Once we
have successfully launched our Web-site, we intend to generate revenues in a
number of areas, including:


  o        fees from customer acquisition for 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        fees paid by regional partners for exclusivity rights and new
                  client introductions,

         o        sale of database and related information concerning consumers
                  and providers,

         o        fees from a membership program,

         o        development of partner Web-sites, and

         o        partner ISP support fees.

         We have incurred significant losses since the adoption of our Internet
business plan. These losses resulted primarily from costs related to developing
our Web-site, retention of key personnel, developing or acquiring technologies
to be used in our business and general corporate overhead. We expect to continue
incurring net losses for the foreseeable future, based in part on the following:

         o        We will incur substantial marketing expense in order to
                  advertise and promote our Web-site, to establish a consumer
                  and provider base and to increase the usage of our Web-site.

         o        Increased usage of our Web-site will lead to increased
                  operating expenses and require additional capital expenditures
                  on new computer equipment, software and technology.

<PAGE>

         o        Our operating expenses will continue to increase as we expand
                  the technical capabilities of our Web-site, solicit potential
                  advertisers and undertake to monitor usage of our Web-site and
                  develop consumer and provider profiles for our database.

         If our revenue growth is slower than anticipated or our operating
expenses exceed our expectations, our losses will be significantly greater than
anticipated. We may never achieve or sustain profitability.


Recent Developments

During the first quarter 2000, the Company has entered into a letter of intent
with NOW Check Cashing, Inc. ("NCCI") out of Atlanta, Georgia. This acquisition
is contingent upon approval by the Board of Directors upon the completion of an
independent audit of NCCI's financial statements covering a period of three
years. This letter of intent has been cancelled.

PLAN OF OPERATIONS

         KEY BUSINESS OBJECTIVES. Our plan of operations for the next twelve
months is to focus our efforts on:

         o        initiating our Web-site operations;
         o        identifying opportunities that will materialize as a result of
                  the positioning of our Internet offering;
         o        strengthening alliances with our service providers and
                  increasing the number and scope of our strategic partnerships;
         o        enhancing our Web-site offerings; and
         o        initiating advertising and promotional campaigns for our
                  Web-site.

         FINANCING AND PERSONNEL. We are currently engaged in a
milestone-driven, staged funding and development process. The initial phases of
that process were completed with closure of seed funding of approximately $7.1
million. Mission critical resources have been contracted, tasked and developed,
and we are now moving forward to the final testing phases prior to launch. Key
personnel and support staff, including Web page designers, developers, coders
and writers, have been hired. Our staff was comprised of approximately 100
employees at May 10, 2000, and we expect to increase the number of employees to
more than 250 by the end of 2000.

         EQUIPMENT ACQUISITIONS. We are committed to the utilization of industry
standard platforms. Strategic alliances and core infrastructure components have
been negotiated with Cisco, Sun, Oracle, EMC and Q-west. We will utilize an
Oracle database and financial systems running on Sun servers, with
communications supported by Cisco and Q-west, and storage by EMC. Citrix will be
used for customer solutions. We expect to continue to negotiate alliances with
these and other software and service providers, in part, through the exchange of
common stock for goods or services.

         FUTURE CAPITAL REQUIREMENTS. We do not believe that our current cash
reserves will be adequate to meet our cash needs during the next twelve months.
We anticipate seeking additional funding during the next twelve months,
including funding from strategic partners and investment banking and venture
capital sources. We rely upon our ability to raise capital by the sale of our
common stock, the barter of our common stock for required operating and
promotional products and services, and the incurrence of indebtedness to fund
operations.

RESULTS OF OPERATIONS:

Revenues

         We did not record revenues during the quarters ended March 31, 2000 or
March 31, 1999.



<PAGE>

Advertising Expense

         Advertising expenses consist primarily of marketing and promotional
costs related to developing our brand and generating interest in our Web-site
launch, as well as personnel and other costs. Advertising expense was $417,977
for the three months ended March 31, 2000. We did not purchase any advertising
during the corresponding period of 1999, as we had no activities or business
plan at that time. From time to time, we have retained the services of various
companies in exchange for shares of our common stock and expect to continue to
do so in the future.

Bonus and Incentives

         Bonuses and incentives expenses are non-cash charges arising from the
issuance of restricted common stock to our employees at the fair value of these
shares as of the date of issuance. Bonus and incentives was $5,855,576 for the
three months ended March 31, 2000 and zero for the three-month period ended
March 31, 1999. This increase was primarily due to the grants of signing
bonuses, paid in the form of common stock, to key individuals retained by us
during the first quarter of 2000.

Professional Fees

         Professional fees consist primarily of fees paid to lawyers,
accountants and other professionals and consultants relating to our preparations
for the launch of our Web site. Professional fees for the three-months ended
March 31, 2000 increased to $1,230,348 from $87,342 for the three-month period
ended March 31, 1999. This increase is primarily due to the retention of legal
representation for the purpose of the start-up and establishing our policies and
procedures. A portion of this expense was incurred in the form of exchanges of
our common stock for services.

General and Administrative Expenses

         General and administrative expenses principally consist of payroll and
related overhead costs related to the general management, investor relations,
finance and human resource functions. General and administrative expenses for
the three-month period ended March 31, 2000 increased to $345,679, from $55,351
for the three-month period ended March 31, 1999. This increase is due to an
increase in the number of employees to approximately 65 employees at March 31,
2000 and other costs associated with the anticipated launch of our Web site.

Interest and Taxes

         No interest expense was incurred during the three month periods ending
March 31, 2000 or March 31, 1999. We have and had no debentures or other
financing liabilities during these periods. We have a net operating loss
carryover as of December 31, 1999 of approximately $5,991,000 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

         Our net loss for the three-month period ended March 31, 2000 was
$7,849,580, compared to a net loss of $142,693 for the three-month period ended
March 31, 1999. This increase is primarily due to the issuance of signing bonus
grants to newly retained officers and employees 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 we did not achieve
material revenues in either period. We anticipate that losses will continue as
we increase our operating expenses to carry out our plan of operations. In
particular, we have recently increased our advertising expenses associated with
carrying out a marketing plan promoting our business and Web site. These
advertising expenses may not result in increased revenues.

LIQUIDITY AND CAPITAL RESOURCES

         We have relied almost exclusively on equity financing to fund our
operations and capital expenditures. In the three-month period ending March 31,
2000, our operating working capital (defined as current assets less current
liabilities) increased by $1,527,497. This increase was primarily a result of a
private placement of common stock, which raised $3,433,998.

         We expect to purchase additional computer related equipment and
software for approximately $4,300,000 during 2000. We are currently negotiating
financing arrangements through several leasing companies.

<PAGE>

         We have the option to purchase the building, which we leased in April
2000 of approximately 23,400 square feet, to support our expansion. Should we
decide to negotiate the purchase of the office building, the purchase price will
be approximately $2,600,000 and may be funded through a combination of our
common stock and cash.

Year 2000 Readiness Disclosure

         As of the date of this filing, we have not incurred any significant
business interruptions as a result of Y2K issues. In January 2000, we purchased
new computers along with a new software programs and a new network system. We
have updated the software that we utilize. We anticipate that these software
updates will reflect the revisions required to accommodate transactions in the
year 2000 and thereafter. We do not anticipate significant problems relating to
our computer entries in the year 2000 or thereafter. We have not incurred
significant costs in preparation of Y2K issues. No key suppliers or customers
have reported any issues related to year 2000 that might cause an material
adverse affect on our business operations.



<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 referred to in Item 1 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 officially filed an application to be listed on
the American Stock Exchange. Notification of approval may take up to several
weeks. If approved, the Company will begin trading under the ticker symbol of
FWF.

The Company's authorized common stock consists of 50,000,000 shares, $.001 par
value per share. On May 10, 2000, there were 22,792,090 shares of common stock
outstanding.

On May 10, 2000, the high, low and closing bid price of the Company's common
stock, as reported on the OTC Bulletin Board by NASDAQ Trading and Marketing
Services, were $ 6.44, $ 5.91 and $6.25 respectively.

HOLDERS

The approximate number of stockholders of record of the Registrant's common
stock as of the close of business on May 10, 2000 was 691, including brokerage
houses holding stock for an unknown number of stockholders. The Company's
transfer agent and registrar for the common stock is National Stock Transfer
Co., Salt Lake City, Utah.

DIVIDENDS

The Company paid a 10% stock dividends on its common stock on March 30, 2000 for
shareholders of record as of January 31, 2000. All stock issued for this
dividend is subject to the 12-month holding period and other applicable
requirements under Rule 144 of the Securities Act of 1933. 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 currently intends to
retain its earnings, if any, for the operation, equipment purchases and
expansion of its business. The Company's present policy is to apply available
working capital to expansion and acquisition.


<PAGE>

RECENT SALES OF UNREGISTERED SECURITIES; USE OF PROCEEDS FROM REGISTERED
SECURITIES


1.       During the first quarter 2000, the Company has conducted four Offerings
         under Regulation D, Rule 506 of the Securities Act of 1933, as amended.
         The following four offerings raised $3,425,750 during the first quarter
         2000:

         (a)    On February 15, 2000, the Company issued 500,000 shares of
                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 of $12,500.
         (b)    On February 15, 2000, the Company issued 239,500 shares of
                common stock at $0.50 per share for $119,750.
         (c)    The Company issued 1,335,000 units at $1.00 per share from an
                offering dated March 3, 2000. The $1.00 offering offers
                1,335,000 shares of common stock in total plus one warrant for
                each share of common stock, for the purchase of an additional
                share of common stock. $1,335,000 was received in cash during
                March 2000. The warrant may be exchanged any time prior to
                February 5, 2001 at an exercise price of $2.00. None of these
                warrants were exercised during the first quarter of 2000.
         (d)    The Company agreed to issue 615,333 shares of common stock at
                $3.00 per share from an Offering dated March 27, 2000. The $3
                Offering offers 5,550,000 shares of common stock in total. Each
                share of common stock is given one warrant for the purchase of
                an additional share of common stock. $1,846,000 was received as
                of March 31, 2000. The warrants may be exchanged any time prior
                to April 1, 2001 at an exercise price of $4.00. 2,000 warrants
                were exercised during the first quarter 2000 for $8,000.

         Subsequent to March 31, 2000, all of the Offerings have been completed
         of which all monies are expected to be 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.

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 $0.408 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 $1.813 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 websites and providing search
                services and links to other websites directly to the public.


<PAGE>

         (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 $0.755 or $94,375.
                This Nationwide publicity agreement guarantees over 31,200
                favorable media story placements in newspapers and on radio
                stations across the nation.
         (e)    Shares issued as a finders fee for current services in fining
                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 $0.809 or $60,675.
         (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 $0.364 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 Companies legal counsel, in exchange for
         legal services. 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 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 shares
         of its common stock to two new members of the Advisory Board, Terry
         Gardner and Alan D. Liker, for services to be performed 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 $0.409 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 shares of its common stock
         to a consultant for strategic planning, valued at the low bid price on
         the date of the agreement, or $0.364 per share or $18,200. 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 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 shares of common stock to
         a legal firm, for legal services performed in conjunction with the
         Offering Memorandums. 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 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
         at $0.30 per share or $262,016.



<PAGE>

         The Board of Directors of the Company agrees to issue 360,000 shares of
         common stock to the following, as payment of the 10% stock dividend:
<TABLE>
<CAPTION>
                                                                            No. Of
            Name                                  Position/Affiliation      Shares
            ----                                  --------------------      ------
            <S>                                    <C>                      <C>
            Wynn J. Bott                                Officer              35,000
            C. Austin Burrell                      Officer & Director       100,000
            Richard Schmidt                        Officer & Director        25,000
            Cactus Consulting International, Inc.   Related Party *         200,000
</TABLE>

         * Cactus Consulting International, Inc. ("CCI"), provided substantially
         all of the Company's corporate management and administrative services
         during the years ended December 31, 1999 and 1998. 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 $108,000 and will be
         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 common stock valued on the date they agreed to
         join the company, for an aggregate value of $5,144,843:
<TABLE>
<CAPTION>
                                                                       No. Of
                   Name                      Position/Affiliation      Shares        Total Value
                   ----                      --------------------      ------        -----------
                   <S>                       <C>                      <C>            <C>
                   Michael Dillon             Officer since 2/00       350,000       $   634,233
                   Avery Martinez            Officer since 3/7/00     1,000,000      $ 4,312,000
                   Other Employees                 Employee            62,500        $   198,610
</TABLE>

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



ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

There has been no material default in the payment of principal, interest or any
other material default not cured within 30 days.

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:

10.1     Jan J. Olivier Employment Agreement dated April 30, 1999.
10.2     Cactus Consulting International, Inc. Public Relation Agreement dated
         August 31, 1998.
27       Financial Data Schedule
99       Private Securities Litigation Reform Act of 1995- Safe Harbor
         Compliance Statement for Forward-Looking Statements.

B.       Reports on Form 8K

         a.     The Company filed an 8K on February 17, 2000 regarding the
                change of address of the corporate offices of the registrant and
                the change in company name from Ranes International Holding,
                Inc. to WFFT.
         b.     The Company filed an 8K on April 7, 2000 regarding a change in
                Certified Public Accountants (Item 4 of section 304 (a)).


================================================================================


<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: May 18, 2000                      WhatsForFree Technologies Inc.



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




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