<PAGE>


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

                                   FORM 10-QSB

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

                     For the quarter ended February 28, 2002

                                       or

                TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                        Commission file number 000-27773

                          BANKENGINE TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)



         Florida                                        59-3134518
 -----------------------                   ------------------------------------
(State of incorporation)                   (I.R.S. Employer Identification No.)
         -



         725 Port St. Lucie Blvd., Suite 201, Port St. Lucie, FL, 34984
         --------------------------------------------------------------
          (Address of principal executive offices, including zip code)

                                 (888) 672-5935
              (Registrant's telephone number, including area code)

         Check whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months, and (2) has been subject to such filing requirements for
the past 90 days. Yes |X| No |_|

         The number of shares outstanding of the registrant's Common Stock,
$.001 Par Value, on April 12, 2002, was 19,015,893 shares.





<PAGE>



                          BANKENGINE TECHNOLOGIES, INC.

               FEBRUARY 28, 2002 QUARTERLY REPORT ON FORM 10-QSB

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>


PART I          FINANCIAL INFORMATION
                                                                                 Page Number
<S>                                                                              <C>
Item 1.  Financial Statements.................................................           2
Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations................................................          13


 PART II        OTHER INFORMATION

Item 1.  Legal Proceedings....................................................          17
Item 2.  Changes in Securities and Use of Proceeds............................          17
Item 3.  Defaults Upon Senior Securities......................................          17
Item 4.  Submission of Matters to a Vote of Security Holders..................          17
Item 5.  Other Information....................................................          17
Item 6.  Exhibits and Reports on Form 8-K.....................................          17

</TABLE>



<PAGE>


                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         This Quarterly Report on Form 10-QSB contains forward-looking
statements as defined by the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include statements concerning plans, objectives,
goals, strategies, future events or performance and underlying assumptions and
other statements, which are other statements of historical facts. These
statements are subject to uncertainties and risks including, but not limited to,
product and service demand and acceptance, changes in technology, economic
conditions, the impact of competition and pricing, government regulation, and
other risks defined in this document and in statements filed from time to time
with the Securities and Exchange Commission. All such forward-looking statements
are expressly qualified by these cautionary statements and any other cautionary
statements that may accompany the forward-looking statements. In addition,
BankEngine Technologies, Inc. disclaims any obligations to update any
forward-looking statements to reflect events of circumstances after the date
hereof.


                                        1

<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS


BANKENGINE TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Balance Sheet
As of February 28, 2002
(Amounts Expressed in US Dollars)
(Unaudited)

ASSETS

Current

Cash and cash equivalents                                            $210,124
Funds held on deposit                                                 211,935
Accounts receivable                                                     3,242
Prepaid expenses and sundry                                             5,200
                                                                      430,501

CAPITAL ASSETS, net of accumulated depreciation                        22,090

                                                                      452,591

LIABILITIES

Current

Accounts payable                                                      359,092
Income taxes payable                                                   46,732
                                                                      405,824

LOANS FROM STOCKHOLDER                                                119,436
                                                                      525,260

CONTINGENCIES AND COMMITMENTS

STOCKHOLDERS' EQUITY (DEFICIENCY)

Common stock authorized
50,000,000 Class Common Stock with a par value of $.001 each           17,216

Additional paid in capital                                            433,590

Accumulated deficit                                                  -511,999
Accumulated other comprehensive income (loss) net of tax              -11,476

                                                                      -72,669

                                                                      452,591


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


                                       2
<PAGE>

BANKENGINE TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statement of Operations
For the three and six month periods ended February 28, 2002 and 2001
(Amounts Expressed in US Dollars)
(Unaudited)

<TABLE>
<CAPTION>

                                                   For the three month periods ended   For the six month periods ended
                                                             February 28,                     February 28,
                                                  -----------------------------------  -------------------------------
                                                         2002             2001              2002               2001
                                                         ----             ----              ----               ----
<S>                                               <C>                <C>               <C>                <C>
Revenue                                           $         63       $    135,026      $      6,075       $    295,057

Cost of sales                                                -             26,940             7,940             51,062

Gross profit (loss)                                         63            108,086            (1,865)           243,995

Selling, general and administrative expenses            71,519             34,735           116,638            156,237
Depreciation                                             1,526                                2,636                  -
                                                        73,045             34,735           119,274            156,237

Net income (loss) before other                         (72,982)            73,351          (121,139)            87,758
Interest income                                            895                  -               895                  -
Net income (loss)                                      (72,087)            73,351          (120,244)            87,758

Net income (loss) per common share                      ($0.00)             $0.00            ($0.01)             $0.01

Weighted average number of
Common shares outstanding                           17,164,208         15,069,536        17,139,782         13,526,289

</TABLE>

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






                                       3
<PAGE>


BANKENGINE TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated statements of changes in Stockholders' Equity (Deficiency)
For the six month periods ended February 28, 2002 and 2001
(Amounts expressed in US Dollars)
(Unaudited)

<TABLE>
<CAPTION>

                                                                                                                   Accumulated Other
                                                           Stock      Additional paid  Accumulated  Comprehensive   Comprehensive
                                          Common Shares    Amount        in capital       deficit    income (loss)   income (loss)
                                          -------------    ------     ---------------  ------------ -------------- ---------------
<S>                                       <C>            <C>          <C>              <C>          <C>            <C>
Balance, August 31, 2000                    12,000,000   $   12,000      $  200,849      $-209,314   $              $    1,767

Shares issued on acquisition                 5,115,893        5,116         230,341

Net income for the period                                                                   87,758      87,758

Foreign currency translation
Adjustment                                                                                              14,581          14,581

Balance, February 28, 2001                  17,115,893       17,116         431,190      -121,556      102,339          16,348


Balance, August 31, 2001                    17,115,893       17,116         431,190      -391,755                      -12,326

Shares issued in exchange for services         100,000          100           2,400

Net loss for the period                                                                  -120,244     -120,244

Foreign currency translation
Adjustment                                                                                                 850             850

Balance, February 28, 2002                  17,215,893       17,216         433,590      -511,999     -119,394         -11,476

</TABLE>

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



                                        4
<PAGE>




BANKENGINE TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statement of Cash Flows
For the six month periods ended February 28, 2002 and 2001
(Amounts Expressed in US Dollars)
(Unaudited)

<TABLE>
<CAPTION>

                                                                            2002           2001
                                                                          ---------     ----------
<S>                                                                       <C>           <C>
OPERATING ACTIVITIES

Net income (loss)                                                         $-120,244     $ 87,758
Adjustments to reconcile net income (loss)
to net cash provided by (used in) operating activities

Depreciation                                                                 2,636         1,048
Decrease in accounts receivable                                              3,395        28,282
Shares issued for services rendered                                          2,500             0
Decrease in funds on deposit                                                68,677             0
Decrease in prepaid expenses and sundry assets                                 187             0
Increase in accounts payable                                                17,995             0
Increase in income taxes payable                                                 0        50,000
Total adjustments                                                           95,390        79,330
Net cash provided by (used in) operating activities                        -24,854       167,088

Investing activities
Acquisition of capital assets                                              -12,964             0
Net cash  (used in) investing activities                                   -12,964             0

Financing activities
Advances (repayments) of loans                                               2,071       -89,989
Issuance of capital stock                                                        0       106,946
Net cash provided by (used in) financing activities                          2,071        16,957

Effects of changes in foreign currency rates                               -10,499             0

Increase (decrease) in cash                                                -46,246       184,045
Cash and cash equivalents, beginning of year                               256,370        51,785
Cash and cash equivalents, end of year                                     210,124       235,830

Interest paid                                                                  Nil           Nil
Income taxes paid                                                              Nil           Nil

</TABLE>

The accompanying notes are an integral part of these financial statements



                                        5
<PAGE>


BANKENGINE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 2002 and 2001
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

1.       BASIS OF PRESENTATION

         On January 5, 2001, Callmate Telecom International, Inc. ("Callmate")
         acquired all of the issued and outstanding shares of common stock of
         WebEngine Technologies, Inc. ("WebEngine") in exchange for 12,000,000
         common shares of Callmate in a reverse acquisition. 9,200,000 common
         shares of Callmate held by previous shareholders of Callmate were
         cancelled in exchange for all of the shares of its subsidiaries which
         carry on the UK operations of Callmate. The acquisition by the
         shareholders of WebEngine of a majority of the shares of Callmate has
         been accounted for as a reverse acquisition. As Callmate became
         substantially a shell after the removal of the UK operations, no
         goodwill has been reflected on this acquisition. Although Callmate is
         the legal acquirer, WebEngine is treated as having acquired Callmate
         for accounting purposes.

         WebEngine was incorporated in November 2000 in order to hold the shares
         of Cyberstation Computers and Support Inc. ("Cyberstation"). The
         shareholders of Cyberstation became the shareholders of WebEngine and
         therefore WebEngine has been considered to be a successor to
         Cyberstation.

         The historical financial statements of BankEngine (the "Company") are
         those of Cyberstation as the Company has been accounted for as the
         successor to Cyberstation.

         The estimated income tax costs of the divestiture of the UK operations
         has been treated as a reduction of the assets acquired on the
         acquisition of the shell company and has been included in income taxes
         payable.

         On March 5, 2001 the Callmate changed its name to BankEngine
         Technologies, Inc.

         WebEngine changed its name to Critical Commerce Inc. in November of
         2001.

         The acquisition of Callmate, as a reverse acquisition, was reflected as
         follows;


              Funds on deposit                            $601,457
              Accounts payable                           (316,000)
              Income taxes payable                        (50,000)
                                                          --------
              Capital stock issued                        $235,457
                                                          --------



                                       6
<PAGE>


BANKENGINE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 2002 and 2001
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)


2.       MANAGEMENT INTENTIONS

         The Company has sustained recurring operating losses and negative cash
         flows from operations. Management plans to mitigate these adverse
         conditions through the following activities;

         a)       The Company has developed a new software product, the Critical
                  Commerce Suite. The Critical Commerce Suite is a sophisticated
                  online entertainment database and billing system that manages
                  an entire online entertainment business. From the serving and
                  management of video streaming, management of images for
                  viewing, and sale, the Critical Commerce Suite provides
                  cutting edge management tools for sophisticated management
                  oversight. The Critical Commerce Suite can either be offered
                  as a service, whereby the Company manages a series of sites
                  and content for a monthly fee, or is licensed with fees
                  corresponding to the number clients managed and services
                  offered. The Company has finalized development and is
                  currently concentrating its efforts on marketing this new
                  product..

         b)       The Company is disputing the amount of $170,000 included in
                  accounts payable. This figure represents an amount invoiced by
                  the former auditors of the Company. As discussed in note 6,
                  the Company does not believe that its former auditors, who
                  have taken no action beyond sending invoices, will file a
                  claim. The Company intends to resolve this dispute shortly.

         c)       As discussed in note 7, the Company has acquired a subsidiary,
                  Platinum Telecommunications Inc.


3.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         a)       Principal business activities

                  The Company carries on the business of software development
                  for its Critical Commerce Suite to provide video streaming
                  analysis tools and computer consulting, through its wholly
                  owned subsidiaries, Critical Commerce Inc., a Delaware
                  corporation, and Cyberstation, a company operating in Canada.




                                       7
<PAGE>


BANKENGINE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 2002 and 2001
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

3.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

         b)       Basis of consolidated financial statement presentation

                  In the opinion of management of the Company (the
                  "Management"), all adjustments consisting only of normal
                  recurring adjustments necessary for a fair statement of (a)
                  the results of operations for the six month periods ended
                  February 28, 2002 and 2001, (b) the financial position at
                  February 28, 2002, and (c) cash flows for the six-month
                  periods ended February 28, 2002 and 2001, have been made. The
                  results of operations for the six-month period ended February
                  28, 2002 are not necessarily indicative of those to be
                  expected for the entire year. The unaudited consolidated
                  financial statements and notes are presented as permitted by
                  Form 10-QSB. Accordingly, certain information and note
                  disclosures normally included in consolidated financial
                  statements prepared in accordance with accounting principles
                  generally accepted in the United States of America have been
                  omitted.

                  The audited financial statements at August 31, 2001, which are
                  included in the Company's Annual Report on Form 10-KSB, should
                  be read in conjunction with these consolidated financial
                  statements.

                  The consolidated financial statements include the accounts of
                  the Company and its wholly-owned subsidiaries. The earnings of
                  the subsidiaries are included from the date of acquisition for
                  acquisitions accounted for using the purchase method. All
                  significant intercompany accounts and transactions have been
                  eliminated.

         c)       Net Income (Loss) Per Weighted Average Common Stock

                  Net income (Loss) per share of common stock is computed by
                  dividing net income (loss) for the period by the weighted
                  average number of shares of common stock outstanding during
                  the period.

                  The Company has adopted Statement No.128, Earnings Per Share,
                  which requires presentation, in the consolidated statement of
                  income, of both basic and diluted earnings per share.

         d)       Foreign Currency

                  Assets and liabilities recorded in foreign currencies are
                  translated at the exchange rate on the balance sheet date for
                  the convenience of the reader. Translation adjustments
                  resulting from this process are charged or credited to other
                  comprehensive income. Revenue and expenses are translated at
                  average rates of exchange prevailing during the year. Gains
                  and losses on foreign currency transactions are included in
                  financial expenses. No representation is made that the foreign
                  currency amounts could have been, or could be, converted into
                  United States dollars at the rates on the respective dates and
                  or at any other certain rates.



                                       8
<PAGE>


BANKENGINE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 2002 and 2001
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)


3.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

         e)       Use of Estimates

                  The preparation of consolidated financial statements in
                  conformity with accounting principles generally accepted in
                  the United States of America requires Management to make
                  estimates and assumptions that affect certain reported amounts
                  of assets and liabilities and disclosures of contingent assets
                  and liabilities at the date of the consolidated financial
                  statements and the reported amounts of revenues and expenses
                  during the reporting period. Actual results could differ from
                  those estimates. These estimates are reviewed periodically and
                  as adjustments become necessary, they are reported in earnings
                  in the period in which they become known.

         f)       Computer software development

                  The Company accounts for the cost of developing computer
                  software for sale as research and development expenses until
                  the technological feasibility of the product has been
                  established. To date all costs have been expensed. In the
                  future, at the end of each year the Company will compare any
                  unamortized capital costs to the net realizable value of the
                  product to determine if a reduction in carrying value will be
                  warranted.


4.       INVESTMENT IN NON-CONTROLLED INVESTEE

         The Company has a 50% interest in X-Tech International Solutions
         Limited ("X-Tech"), a company operating in the UK. The Company has no
         involvement with the management of X-Tech and it is intended that
         X-Tech be wound up in the near future. The Company has no obligation to
         fund any shortfalls and therefore no amount has been reflected for its
         investment in X-Tech. As at September 30, 2001, X-Tech had a total
         shareholders' deficiency of approximately $6,000 and had realized net
         losses of approximately $6,000 for the period February 2000 to
         September 30, 2001.




                                       9
<PAGE>


BANKENGINE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 2002 and 2001
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)


5.       CAPITAL STOCK

         a)       Authorized

                  50,000,000 Common stock with a $.001 par value

         b)       Common stock

                  The Company had issued and outstanding shares of 14,315,893
                  common stock at the time of the reverse acquisition in January
                  2001. As detailed in note 1, the Company issued 12,000,000
                  shares of Common Stock to the shareholders of WebEngine. A
                  total of 9,200,000 such shares were cancelled in exchange for
                  the UK operations in January 2001. The current outstanding
                  shares total 17,215,893, as follows:


                  Shares outstanding prior to the
                  reverse acquisition                               14,315,893

                  Issued to shareholders of WebEngine               12,000,000

                  Cancelled for UK operations                       (9,200,000)

                  Shares issued in the current year end                100,000
                                                                    ----------

                  Shares currently outstanding                      17,215,893
                                                                    ----------

                  The shares of the UK companies were estimated to have a very
                  limited value and therefore the exchange of these shares for
                  9,200,000 shares of BankEngine was approved by the Board of
                  Directors.

                  All other assets held by the Company continue to be held for
                  its benefit and therefore the value attributable to the
                  remaining shareholders is reflected by these other assets. The
                  other assets were funds held on deposit by a bank in the UK to
                  provide security for credit card transactions of the UK
                  operations. As the UK operations have since ceased, the
                  security deposits may be released to the Company in accordance
                  with the credit card agreements. The capital stock reflects
                  additions to paid in capital for the estimated value of these
                  funds net of estimated liabilities payable to the credit card
                  company, accounts payable to the previous auditors of the
                  Company and net of the estimated income tax liability arising
                  on the disposition of the UK companies for an addition to paid
                  in capital totaling $235,457.



                                       10
<PAGE>



BANKENGINE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 2002 and 2001
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)


6.       CONTINGENCIES AND COMMITMENTS

         As discussed in the Capital Stock note, the Company is liable for
         shortfalls which may arise upon the settlement with the credit card
         company. The credit card company has agreed that the limit of the
         Company's liability is the amount of security held on hand which at the
         period end amounted to the equivalent of $211,935. This amount has been
         reflected as Funds held on deposit. An amount of $141,290 has been
         included in accounts payable which is the estimate of the liability.
         The settlement will be based on the transactions to December 31, 2001.
         Management anticipates that the liability will be settled by mid 2002.

         Included in accounts payable is the amount of $170,000 which represents
         the amount invoiced by the former auditors of the Company. The Company
         is disputing this amount. The Company does not believe that its former
         auditors, who have taken no action beyond sending invoices, will file a
         claim. If a claim were to be raised, the Company would vigorously
         dispute the action as well as consider its own options.

         The Company has signed a lease commitment for its office space in
         Toronto, Canada which expires August 31, 2002. The annual rent payable
         therefor is $46,500.

7.       SUBSEQUENT EVENTS

         On April 5, 2002, the Company, through its Canadian subsidiary,
         acquired 70% of the outstanding share capital of Platinum
         Telecommunications Inc. a company operating in Ontario in consideration
         for 1,800,000 shares of Common Stock of the Company.


8.       NEW ACCOUNTING PRONOUNCEMENTS

         In June 2001, the Financial Accounting Standards Board issued Statement
         of Financial Accounting Standards No. 142, "Goodwill and Other
         Intangible Assets" (SFAS 142), which is effective for fiscal years
         beginning after December 15, 2001, except goodwill and intangible
         assets acquired after June 30, 2001 are subject immediately to the
         non-amortization and amortization provisions of this Statement. Under
         the new rules, goodwill and intangible assets deemed to have indefinite
         lives will no longer be amortized but will be subject to annual
         impairment tests in accordance with the Statement. Other intangible
         assets will continue to be amortized over their useful lives.

         In August 2001, the Financial Accounting Standards Board Issued
         Statement of Financial Accounting Standards No. 143 "Accounting for
         Asset Retirement Obligations", effective for fiscal years beginning
         after June 15, 2002. This statement addresses financial accounting and
         reporting for obligations associated with the retirement of tangible
         long-lived assets and the associated retirement costs.



                                       11
<PAGE>


BANKENGINE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 2002 and 2001
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)


8.       NEW ACCOUNTING PRONOUNCEMENTS (Cont'd)

         In October 2001, the Financial Accounting Standards Board issued
         Statement of Financial Accounting Standards No. 144 "Accounting for the
         Impairment or Disposal of Long-lived Assets", effective for fiscal
         years beginning after December 15, 2001. This statement addresses
         financial accounting and reporting for the impairment or disposal of
         long-lived assets.

         The Company has not yet determined what the effects of these Statements
         will be on its financial position and results of operations.



                                       12
<PAGE>


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS


The following discussion should be read in conjunction with the Company's
consolidated financial statements and related notes included elsewhere in this
Form 10-QSB.

This filing contains forward-looking statements. The words "anticipated,"
"believe," "expect, "plan," "intend," "seek," "estimate," "project," "will,"
"could," "may," and similar expressions are intended to identify forward-looking
statements. These statements include, among others, information regarding future
operations, future capital expenditures, and future net cash flow. Such
statements reflect the Company's current views with respect to future events and
financial performance and involve risks and uncertainties, including, without
limitation, general economic and business conditions, changes in foreign,
political, social, and economic conditions, regulatory initiatives and
compliance with governmental regulations, the ability to achieve further market
penetration and additional customers, and various other matters, many of which
are beyond the Company's control. Should one or more of these risks or
uncertainties occur, or should underlying assumptions prove to be incorrect,
actual results may vary materially and adversely from those anticipated,
believed, estimated, or otherwise indicated. Consequently, all of the
forward-looking statements made in this filing are qualified by these cautionary
statements and there can be no assurance of the actual results or developments.

Callmate Telecom International, Inc. ("Callmate") acquired WebEngine
Technologies International, Inc. ("WebEngine") pursuant to a Share Purchase
Agreement effective as of January 5, 2001. Callmate acquired all 12,000,000
shares of common stock of WebEngine in a share exchange, which exchange was
effected on a one-for-one basis. The transaction was reported on a Form 8-K
filed with the Securities and Exchange Commission (the "SEC") on January 16,
2001. Subsequent thereto, Callmate changed its name to BankEngine Technologies,
Inc. (the "Company") as reported on Schedule 14C. The Company filed the
Definitive 14C on March 5, 2001.

The Company decided to move away from the telecommunications business in the UK
due to its growing indebtedness and the increased competitiveness in the
international telecommunications industry. This trend was particularly strong in
the UK. Management of the Company (the "Management") currently believes,
however, that the telecommunications industry has recently displayed initial
signs of recovery.

The strategic decision to shed the telecom business in the UK, while canceling
9.2 million shares of common stock (the "Common Stock") as part of the original
payment for the telecom assets, both alleviated most of the debt burden of the
Company and reduced its outstanding share capital. The Company has chosen to
focus on the business of acting as a solution provider for the purposes of
processing online transactions for online merchants as well as a solution
provider for online content management systems. Management believes that the
Company's acquisition of CyberStation Computers and Support Inc.
("Cyberstation") and its access to the BankEngine Suite of software (the
"BankEngine Suite") will help the Company secure sufficient market share in both
areas. Management believes that the BankEngine Suite is mature and adaptable
while the new Critical Commerce Suite is innovative and novel. The Company has
recently completed development of its Critical Commerce Suite and is
concentrating its marketing efforts on this product.

CRITICAL COMMERCE

The Critical Commerce suite (the "Critical Commerce Suite") is a sophisticated
online entertainment database and billing system that manages an entire online
entertainment business and represents, to an extent, an upgraded version of the
BankEngine Suite (described below). From the serving and management of video
streaming, management of images for viewing, and sale, the Critical Commerce
Suite provides cutting edge management tools for sophisticated management
oversight. The Critical Commerce Suite can either be offered as a service,
whereby the Company manages a series of sites and content for a monthly fee, or
is licensed with fees corresponding to the number of clients managed and
services offered. The Company has finalized development and is currently
implementing marketing.



                                       13
<PAGE>

Connectivity management of online video streaming services

The Critical Commerce Suite offers complete management of statistical data
derived from viewer access to a variety of popular online video streaming
platforms at the choice of merchants. The Critical Commerce Suite's
sophisticated databases can manage access to a full range of access data derived
from customer viewing patterns and habits.

Connectivity to video libraries

The Critical Commerce Suite offers complete management over libraries of video
clips and larger, downloadable segments.

Customer account management

The Critical Commerce Suite offers a wide range of customer consumption data so
as to provide accurate billing information. In addition, the Critical Commerce
Suite tracks referral activity for reselling purposes and more accurate billing.

Bandwidth usage and tracking

The Critical Commerce Suite offers effective analysis of bandwidth usage and
consumption. The control of this type of information is, in the opinion of
Management, vital to the success of online content stores and content
distribution providers.

BANKENGINE

The Company continues to market its BankEngine suite (the "BankEngine Suite") of
electronic commerce banking products for Internet merchants and financial
institutions. Management believes that the Critical Commerce Suite and the
BankEngine Suite (collectively, the "Technology") will allow merchants to
process payments and screen against fraud and banks to manage their merchants
and screen against fraud. The Technology is capable of supporting merchants and
merchant banks worldwide, provided that these merchants and merchant banks have
developed their own internal systems to a level where compatibility with the
Technology is possible. While some merchants and merchant banks have elaborated
sufficiently advanced systems, many have not and some may never do so, in which
case they do not constitute plausible customers of the Company.

The Company has been providing online electronic transactions and fraud
prevention since 1996. The BankEngine Suite consists of a complete, turnkey
suite of secure electronic commerce banking solutions for Internet merchants and
financial institutions. The BankEngine Suite includes CertEngine(TM),
CardEngine(TM), CheqEngine(TM), ATMEngine(TM), BankEngine(TM), BankWeb(TM) and
BankAdmin(TM).

Using the Internet to bridge the gap between merchants and banks, the Company
has been supporting merchants and merchant banks worldwide. The Company can
support member banks in Canada, the United States, Central America, the
Caribbean, Western Europe, Australia and the Asia Pacific region. In addition,
the BankEngine Suite can support 173 different currencies. Merchants are issued
merchant accounts from their choice of BankEngine Suite-enabled member banks and
can perform transactions with their accounts using the Internet, regardless of
where in the world they are located. Merchants can easily integrate the
BankEngine Suite into their automated Internet servers and use the it for their
manual & batch processing.

In addition, BankEngine client software works with any type of Internet
connection, and runs on multiple operating systems including Win32
(95/98/2000/NT) and most flavors of Unix, under a variety of computer hardware.
BankEngine Suite client software can be used with any programming language. The
BankEngine Suite is, in the belief of Management, powerful enough and robust
enough to allow each merchant to transact simultaneously from multiple Internet
computers, multiple manual operators and multiple batches. The BankEngine Suite
protects the secrecy of each and every transaction and report synchronization,
using its high level of security, which includes PKI authentication and 2048 bit
TLS cryptography.


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<PAGE>

PLATINUM TELECOMMUNICATIONS

After careful consideration and examination of the evolving international market
trends in the telecommunications industry, which Management believes have
recently become more favorable, the Company has determined to re-enter the
telecommunications business with the acquisition of Platinum Telecommunications
Inc. ("Platinum"). Platinum represents a new opportunity for the Company due to
the relatively low cost of acquisition combined with existing expertise within
the Company, which Management anticipates may lead to positive synergies.
Internationally, many telecommunications companies have ceased operations, which
has diminished competition in the industry and lowered the barriers to entry.
Consequently, Management believes that the opportunity exists for small,
cost-conscious, operators who can utilize the latest Internet Protocol ("IP")
based technology to leap-frog some competitors and achieve a viable business.
Platinum owns an IP-based switch for the purposes of buying and selling long
distance telephone time. When combined with the substantial IP expertise
possessed by the Company, Management believes that the opportunity exists to
succeed in this niche-based market place and that risk can be mitigated to an
acceptable degree.

Because of BankEngine's expertise in the area of online development and
transaction processing research/development, the Company believes that the
possible benefits derived from the acquisition will, if the expected synergies
are realized to the extent Management anticipates, be in the best interests of
both the Company and its shareholders.

Transmission Control Protocol ("TCP"), which is sometimes referred to as the
"backbone language" of the Internet, serves as an apt illustration of
Management's expectations. The advent of TCP/IP-based solutions for telephony
over the last two years will, if properly designed and implemented, allow the
Company to contribute substantially to the technological improvements required
to further develop Platinum's business. Management believes that the Company
possesses excellent resources in the area of programming of IP-telephony, which
it sees as one of the most important components of IP-based telephony companies.
Nonetheless, there can be no assurance that Management's beliefs and predictions
will prove accurate or, even if they do, that their accuracy will lead to
positive results for the Company.

Results of Operations

THREE MONTHS ENDED FEBRUARY 28, 2002 COMPARED TO THREE MONTHS ENDED FEBRUARY 28,
2001

Revenues

Revenue for the three-month period ended February 28, 2002 totaled $63, a
decrease of 100% from the comparable period in 2001. This decrease is
attributable to the temporary change in the Company's focus away from computer
consulting and online transaction processing to software development of its
Critical Commerce Suite, an investment Management believes was central to the
Company's future prospects. In addition to its BankEngine Suite of tools, the
Company has now developed its Critical Commerce Suite of tools for analyzing
video streaming and is currently marketing it to potential corporate users.

Cost of Sales

The cost of sales for the three-month period ended February 28, 2002 totaled
nil, a decrease of 100% from the comparable period in 2001. The decrease is due
to the temporary change in the Company's business activity from computer
consulting and online transactions to software development, resulting in no
current sales volume and no related cost of sales.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three-month period ended
February 28, 2002 amounted to $71,519 as compared to $34,735 for the comparable
period in 2001. The 106% increase in selling, general and administrative
expenses is principally attributable to professional fees and travel expenses
incurred.



                                       15
<PAGE>

Net Loss

Net loss for the three months ended February 28, 2002 amounted to $72,087 as
compared to a net income of $73,351 for the comparable period in 2001. This
increase in net loss is principally attributable to the reduction in sales
volume.

SIX MONTHS ENDED FEBRUARY 28, 2002 COMPARED TO SIX MONTHS ENDED FEBRUARY 28,
2001

Revenues

Revenue for the six-month period ended February 28, 2002 totaled $6,075, a
decrease of 98% from the comparable period in 2001. This decrease is
attributable to the temporary change in the Company's focus away from computer
consulting and online transaction processing to software development of its
Critical Commerce Suite, an investment Management believes was central to the
Company's future prospects.

Cost of Sales

The cost of sales for the six-month period ended February 28, 2002 totaled
$7,940, a decrease of 84% from the comparable period in 2001. The decrease is
due to the temporary change in the Company's business activity from computer
consulting and online transactions to software development, as reflected by the
reduced sales volume.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the six-month period ended
February 28, 2002 were $116,638 as compared to $156,237 for the comparable
period in 2001. The 25% reduction in selling, general and administrative
expenses is principally attributable to the reduced sales volume.

Net Loss

Net loss for the six months ended February 28, 2002 amounted to $120,244 as
compared to a net income of $87,758 for the comparable period in 2001. This
increase in net loss is principally attributable to the reduction in sales
volume.

LIQUIDITY AND CAPITAL RESOURCES

Operating Activities

For the six-months ended February 28, 2002, net cash used by operating
activities amounted to $24,854, as compared to net cash provided by operating
activities of $167,088 for the comparable period in 2001. The decrease in cash
provided by operating activities is primarily the result of the reduction in
volume as a result of the change in the Company's emphasis in favor of software
development and marketing initiatives.

Financing Activities

At February 28, 2002, the Company does not have any material commitments for
capital expenditures other than for those expenditures incurred in the ordinary
course of business. The Company believes that its current operations and cash
balances will be sufficient to satisfy its currently anticipated cash
requirements for the next 12 months. However, additional capital could be
required in excess of the Company's liquidity, requiring it to raise additional
capital through an equity offering or secured or unsecured debt financing. The
availability of additional capital resources will depend on prevailing market
conditions, interest rates and the existing financial position and results of
operations of the Company, among other factors.


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<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
Not applicable.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.

ITEM 3. DEFAULTS IN SENIOR SECURITIES
None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.

ITEM 5. OTHER INFORMATION
None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) 19. Reports Furnished to Security Holders

         None.

(b) Reports on Form 8-K.

         None




                                       17
<PAGE>


                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

BankEngine Technologies, Inc.

Dated: April 12, 2002             By: /s/ Joseph J. Alves
                                    ------------------------------------------
                                  Joseph Alves
                                  Chairman and Chief Executive Officer




                                       18
<PAGE>


                                  EXHIBIT INDEX


None.




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