<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 November 30, 2001

                                       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.
            (Formerly known as Callmate Telecom International, 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 103, 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 January 18, 2002, was 17,115,893 shares.

<PAGE>

                         BANKENGINE TECHNOLOGIES, INC.
            (formerly known as Callmate Telecom International, Inc.)

               NOVEMBER 30, 2001 QUARTERLY REPORT ON FORM 10-QSB

                               TABLE OF CONTENTS


PART I          FINANCIAL INFORMATION

                                                                     Page Number

Item 1. Financial Statements...................................................4
Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations.................................................14


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


<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.


<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BANKENGINE TECHNOLOGIES, INC.
(Formerly Callmate Telecom International, Inc.)
(Successor to WebEngine Technologies, Inc.)
Consolidated Balance Sheet
As of November 30, 2001
(Amounts Expressed in US Dollars)
(Unaudited)

ASSETS                                                                    $

Current

Cash and cash equivalents                                               204,948
Funds held on deposit                                                   284,817
Accounts receivable                                                       5,431
Prepaid expenses and sundry                                               5,495
                                                                       --------
                                                                        500,691

CAPITAL ASSETS, net of accumulated depreciation                          15,297
                                                                       --------

                                                                        515,988
                                                                       --------

LIABILITIES

Current

Accounts payable                                                        349,770
Income taxes payable                                                     47,686
                                                                       --------
                                                                        397,456

LOANS FROM STOCKHOLDERS                                                 122,270
                                                                       --------
                                                                        519,726
                                                                       --------

STOCKHOLDERS' EQUITY (DEFICIENCY)

Common stock                                                                130

Additional paid in capital                                              448,176

Accumulated deficit                                                    (439,912)
Accumulated other comprehensive income (loss) net of tax                (12,132)
                                                                       --------

                                                                         (3,738)
                                                                       --------

                                                                        515,988
                                                                       --------

The accompanying notes are an integral part of these consolidated financial
statements
Approved on behalf of the Board.


                                       4
<PAGE>


BANKENGINE TECHNOLOGIES, INC.
(Formerly Callmate Telecom International, Inc.)
(Successor to WebEngine Technologies, Inc.)
Consolidated Statement of Operations
For the three months ended November 30, 2001 and 2000
(Amounts Expressed in US Dollars)
(Unaudited)

                                                          2001             2000
                                                         $                $

Revenue                                                  6,012           54,398

Cost of revenues                                         7,940           24,288
                                                       -------          -------

Gross profit                                            (1,928)          30,110
                                                       -------          -------

Selling, general and administrative expenses            45,119           53,435
Depreciation                                             1,110              661
                                                       -------          -------
                                                        46,229           54,096
                                                       -------          -------

Net income (loss)                                      (48,157)         (23,986)
                                                       -------          -------

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


Weighted average number of
Common shares outstanding                            17,115,893      12,000,000



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


                                       5
<PAGE>

BANKENGINE TECHNOLOGIES, INC.
(Formerly Callmate Telecom International, Inc.)
(Successor to WebEngine Technologies, Inc.)
Revised Consolidated statements of changes in Stockholders Equity
For the periods ended November 30, 2001 and 2000
(Amounts Expressed in US Dollars)
(Unaudited)

<TABLE>
<CAPTION>

                                                Common Stock         Additional                                     Accumulated
                                          ------------------------    Paid in     Accumulated    Comprehensive   Other Comprehensive
                                            Shares          Amount    Capital       Deficit      Income (Loss)     Income (Loss)
                                          ----------        ------   ----------   -----------    -------------     --------------
                                                            $        $              $              $                  $
<S>                                       <C>               <C>      <C>            <C>            <C>                 <C>
Balance, August 31, 2000                  12,000,000           130      212,719      (209,314)                              1,767

Net loss for the period                                                               (23,986)         (23,986)

Foreign currency translation
Adjustment                                                                                                 165                165
                                          ----------        ------   ----------   -----------    -------------     --------------

Balance, November 30, 2000                12,000,000           130      212,719      (233,300)         (23,821)             1,932
                                          ----------        ------   ----------   -----------    =============     --------------


Balance, August 31, 2001                  17,115,893           130      448,176      (391,755)                            (12,326)

Net loss for the period                                                               (48,157)         (48,157)

Foreign currency translation
Adjustment                                                                                                 194               194
                                          ----------        ------   ----------   -----------    -------------     --------------

Balance, November 30, 2001                17,115,893           130      448,176      (439,912)         (47,963)           (12,132)
                                          ----------        ------   ----------   -----------    =============     --------------
</TABLE>


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



                                       6
<PAGE>

BANKENGINE TECHNOLOGIES, INC.
(Formerly Callmate Telecom International, Inc.)
(Successor to WebEngine Technologies, Inc.)
Consolidated Statement of Cash Flows
For the three month period ended August 31, 2001 and 2000
(Amounts Expressed in US Dollars)
(Unaudited)

                                                           2001          2000
                                                     ----------    ----------
                                                     $             $
OPERATING ACTIVITIES

Net (loss)                                              (48,157)      (23,986)
Adjustments to reconcile net (loss)
to net cash used by operating activities

Depreciation                                              1,110           661
(Increase) decrease in accounts receivable                1,451        39,934
Decrease in funds on deposit                                926             -
(Increase) decrease in prepaid expenses
 and sundry assets                                            -        (3,691)
Increase (decrease) in accounts payable                   1,540        (6,010)
                                                     ----------    ----------
Total adjustments                                         5,027        30,894
                                                     ----------    ----------
Net cash provided by (used in) operating activities     (43,130)        6,908
                                                     ----------    ----------

Investing activities
Acquisition of capital assets                            (4,433)            -
                                                     ----------    ----------
Net cash (used in) investing activities                  (4,433)            -
                                                     ----------    ----------

Financing activities
Advances of loans                                         1,679        15,189
                                                     ----------    ----------
Net cash provided by (used in) financing activities       1,679        15,189
                                                     ----------    ----------
Effects of changes in Foreign currency rates             (5,538)         (400)
                                                     ----------    ----------

Increase (decrease) in cash                             (51,422)       21,697
Cash and cash equivalents, beginning of year            256,370        63,567
                                                     ----------    ----------
Cash and cash equivalents, end of year                  204,948        85,264
                                                     ----------    ----------

Interest paid                                               Nil           Nil
Income taxes paid                                           Nil           Nil

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


                                       7
<PAGE>

BANKENGINE TECHNOLOGIES, INC.
(FORMERLY CALLMATE TELECOM INTERNATIONAL, INC.)
(SUCCESSOR TO WEBENGINE TECHNOLOGIES, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2001 and 2000
(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. Callmate has been accounted for as the
         successor to WebEngine.

         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 Company changed its name to BankEngine
         Technologies, Inc.

         WebEngine changed its name to Critical Commerce Inc.

         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
                                                 --------

                                       8

<PAGE>

BANKENGINE TECHNOLOGIES, INC.
(FORMERLY CALLMATE TELECOM INTERNATIONAL, INC.)
(SUCCESSOR TO WEBENGINE TECHNOLOGIES, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2001 and 2000
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)


2.       MANAGEMENT INTENTIONS

         The Company has sustained recurring operating losses and negative cash
         flow 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 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 focusing its efforts on
                  marketing this new product.

         b)       The Company is disputing the amount of $170,000 included in
                  accounts payable, which 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.


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.

                                       9
<PAGE>

BANKENGINE TECHNOLOGIES, INC.
(FORMERLY CALLMATE TELECOM INTERNATIONAL, INC.)
(SUCCESSOR TO WEBENGINE TECHNOLOGIES, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2001 and 2000
(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, all adjustments consisting only
                  of normal recurring adjustments necessary for a fair statement
                  of (a) the results of operations for the three-month periods
                  ended November 30, 2001 and 2000, (b) the financial position
                  at November 30, 2001, and (c) cash flows for the three-month
                  periods ended November 30, 2001 and 2000, have been made. The
                  results of operations for the three-month period ended
                  November 30, 2001 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 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 inter-company accounts and transactions have been
                  eliminated.

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

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

         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.

                                       10
<PAGE>

BANKENGINE TECHNOLOGIES, INC.
(FORMERLY CALLMATE TELECOM INTERNATIONAL, INC.)
(SUCCESSOR TO WEBENGINE TECHNOLOGIES, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2001 and 2000
(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 generally accepted accounting principles 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. BankEngine has no
         involvement with the management of this company and it is intended that
         it be wound up in the near future. BankEngine has no obligation to fund
         any shortfalls and therefore no amount has been reflected for our
         investment in X-Tech. As at September 30, 2001, X-Tech had a total
         shareholders deficiency of approximately $6,000 US and has realized net
         losses of approximately $6,000 US for the period February 2000 to
         September 30, 2001.


                                       11
<PAGE>

BANKENGINE TECHNOLOGIES, INC.
(FORMERLY CALLMATE TELECOM INTERNATIONAL, INC.)
(SUCCESSOR TO WEBENGINE TECHNOLOGIES INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2001 and 2000
(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 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 common
                  shares to the shareholders of WebEngine. A total of 9,200,000
                  shares were cancelled in exchange for the removal of the UK
                  operations in January 2001. There were no other share
                  transactions. The current outstanding shares total 17,115,893.


                  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 currently outstanding            17,115,893
                                                         -----------

                  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 at the Company level represent value
                  attributable to the remaining shareholders of the Company. 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 BankEngine 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.

                                       12

<PAGE>

BANKENGINE TECHNOLOGIES, INC.
(FORMERLY CALLMATE TELECOM INTERNATIONAL, INC.)
(SUCCESSOR TO WEBENGINE TECHNOLOGIES INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2001 and 2000
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)


6.       CONTINGENCIES AND COMMITMENTS

         As discussed in the Capital Stock note, the Company is liable for
         shortfalls that 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
         year-end amounted to 200,000 pounds Sterling. This amount has been
         reflected as Funds held on deposit. An amount of $146,000 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
         and will be settled in early 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 and which has an annual
         rent payable of $46,500.


7.       EARNINGS PER SHARE

         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.


8.       FINANCIAL INSTRUMENTS

         a)       Credit Risk Management

                  The Company is exposed to credit risk on the accounts
                  receivable from its customers. In order to reduce its credit
                  risk, the Company has adopted credit policies that include the
                  analysis of the financial position of its customers and the
                  regular review of their credit limits.

         b)       Concentration of Credit Risk

                  The Company does not believe it is subject to any significant
                  concentration of credit risk. Cash and short-term investments
                  are in place with major financial institutions.

                                       13
<PAGE>

ITEM 2.  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 telecom business due to the
increased competitiveness in this sector internationally and growing
indebtedness. The trend internationally in the telecom sector is for
consolidation and competition from transnational corporations continues to be
fierce. Many competitors have since ceased operations.

         The strategic decision to shed the telecom business in the UK, while
canceling 9.2 million shares as part of the original payment for the telecom
assets, both alleviated most of the debt burden of the Company and reduced the
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. The Company's previous acquisition of CyberStation Inc. and
its access to the BankEngine software (the "BankEngine Suite") was fortuitous
and should, in the belief of management, 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 software (the "Critical
Commerce Suite") is innovative and novel. The Company has recently completed
development of its Critical Commerce Suite and is focusing its marketing efforts
on this product.

The Critical Commerce Suite

         The Critical Commerce Suite  is a sophisticated online entertainment
database and billing system that is intended to manage an entire online
entertainment business. From the serving and management of video streaming,
management of images for viewing and sale, the Critical Commerce Suite is
designed to provide cutting edge management tools for sophisticated management
oversight. Management anticipates that 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 be licensed with fees corresponding to the number clients
managed and services offered. Management believes that the development of he
Critical Commerce Suite has been finalized and is currently implementing its
marketing plans thereof.

                                       14
<PAGE>

Connectivity management of online video streaming services

         The Critical Commerce Suite in intended to offer 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 is expected to be able to manage access to a full range
of access data derived from customer viewing patterns and habits.

Connectivity to video libraries

         The Critical Commerce Suite is expected to offer complete management
over libraries of video clips and larger, downloadable segments.

Customer account Management

         The Critical Commerce Suite is expected to offer a wide range of
customer consumption data so as to provide accurate billing information. In
addition, management believes that it will efficiently track referral activity
for reselling purposes and more accurate billing.

Bandwidth Usage and Tracking

         The Critical Commerce Suite is expected to offer effective analysis of
bandwidth usage and consumption. Control of this type of information tends to be
vital for the success of online content stores and content distribution
providers.

The Bank Engine Suite

         The Company will attempt to maintain providing its BankEngine Suite of
electronic commerce banking products for Internet merchants and financial
institutions. Management anticipates that the Company's products will provide
systems that allow merchants to process payments and screen against fraud and
banks to manage their merchants and screen against fraud. The Company is, in the
opinion of management, able to support merchants and merchant banks worldwide.

         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).

         The BankEngine Suite encompasses a wide range of activities including
credit card processing, electronic check processing, electronic cash & debit
cards, electronic bank transfers, bank account management, accounting, secure
PKI authentication including electronic signatures, and 2048 bit TLS encryption.

         Using the Internet to bridge the gap between merchants and banks,
BankEngine has been supporting merchants and merchant banks worldwide. The
Company can support member banks in Canada, United States, Central American,
Caribbean, Western Europe, Australia, and Asia Pacific, and supports 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 Company's client software into their
automated Internet servers and use the BankEngine Suite 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.
The BankEngine Suite client software can be used with any programming language.
The BankEngine Suite is 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 military grade
security, which includes PKI authentication and 2048 bit TLS cryptography.

                                       15
<PAGE>

Results of Operations

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

Revenues

         Revenue for the three-month period ended November 30, 2001 totaled
$6,012, a decrease of 89% from the comparable period in 2000. This decrease is
attributable to the change in the Company=s focus from computer consulting and
online transaction processing to software development of its Critical Commerce
Suite. In addition to its BankEngine Suite of tools, the Company has developed
its Critical Commerce Suite of tools for analyzing video streaming. The Company
has developed the software and is currently marketing to potential corporate
users.

Cost of Revenues

         For the three months ended November 30, 2001, the cost of revenues
decreased to $7,940 from $24,288 for the three months ended November 30, 2000.
This decrease is mainly due to the decreased volume and the shift to the
additional Critical Commerce Suite product.

Selling, General and Administrative Expenses

         Selling, general and administrative expenses for the three months ended
November 30, 2001 were $45,119 as compared to $53,435 for the similar period in
2000. The 16% decrease in selling, general and administrative expenses is
principally attributable to reduced sales volume.

Net Loss

         Net loss for the three months ended November 30, 2001 amounted to
$48,157 as compared to a net loss of $23,986 for the three months ended November
30, 2000. This increase in net loss is principally attributable to the reduction
in sales volume.

Liquidity and Capital Resources

Operating Activities

         For the three-months ended November 30, 2001, net cash used by
operating activities amounted to $43,130, an increase from the net cash provided
by operating activities of $6,908 for the comparable period in 2000. 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 direction of the Company=s
software development and marketing initiatives.

Financing Activities

         At November 30, 2001, 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 many
factors, including but not limited to, prevailing market conditions, interest
rates, and the Company's prevailing financial position and results of
operations.

                                       16

<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

         Definitive Schedule 14C filed with the Commission on November 13, 2001,
         which Schedule 14C is hereby incorporated by reference.

(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: January 18, 2001                  By: /s/ Joseph Alves
                                             --------------------------------
                                         Joseph Alves
                                         Chairman and Chief Executive Officer


                                       18
<PAGE>

                                 EXHIBIT INDEX



         19.     Definitive Schedule 14C filed on November 13, 2001*

         *Incorporated by reference

                                       19