U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

               For the quarterly period ended: September 30, 2000


                           Commission File No: 0-30583


                                CASTPRO.COM. INC.
                                -----------------
        (Exact Name of small business issuer as Specified in its Charter)


         Nevada                                         95-4774766
--------------------------------           ------------------------------------
(State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
 Incorporation)

         11300 West Olympic Boulevard, Suite 730, Los Angeles, Ca. 90064
        ----------------------------------------------------------------
               (Address of Principal Executive Office) (Zip Code)

                                 (310) 231-7066
                 ----------------------------------------------
                 Issuer's Telephone Number, Including Area Code


Indicate by check mark  whether the issuer (1) filed all reports  required to be
filed by Section 13 or 15 (d) of the Exchange Act during the past twelve  months
(or for such  shorter  periods  that the  registrant  was  required to file such
reports)  and (2) has been  subject  to such  filing  requirements  for the past
ninety days.

                  Yes      X                                 No
                      --------------                            --------------

The number of shares of issuers Common Stock, par value .001,  outstanding as of
September 30, 2000 was 29,645,500 shares.

<PAGE>

                                     PART I
                              FINANCIAL INFORMATION


Item 1            Financial Statements.



                        CASTPRO.COM, INC. AND SUBSIDIARY
                          (A Development Stage Company)

                 INDEPENDENT ACCOUNTANT'S INTERIM REVIEW REPORT

                                       And

                    INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                    September 30, 2000 and September 30, 1999


<PAGE>


                        CASTPRO.COM, INC. AND SUBSIDIARY
                          (A Development Stage Company)

                                TABLE OF CONTENTS

                    September 30, 2000 and September 30, 1999
                    -----------------------------------------

                                                                    Page
                                                                    ----

Independent Accountant's Review Report                               F-1


Consolidated Balance Sheet                                           F-2


Consolidated Statement of Operations and Accumulated Deficit      F-3 - F-4


Consolidated Statement of Stockholders' Equity                    F-5 - F-6


Consolidated Statement of Cash Flows                              F-7 - F-8


Notes to Consolidated Financial Statements                        F-9 - F-12




<PAGE>



                     INDEPENDENT ACCOUNTANT'S REVIEW REPORT
                     --------------------------------------

To The Stockholders' and Board of Directors
CASTPRO.COM, Inc. and Subsidiary

Los Angeles, CA 90064


We have reviewed the  accompanying  consolidated  balance sheet of  Castpro.com,
Inc. and Subsidiary (a development  stage company) as of September 30, 2000, and
the related  consolidated  statements of operations and accumulated deficit, and
consolidated  cash flows for the nine months ended  September 30, 2000 and three
months ended September 30, 1999, as well as the quarter ended September 30, 2000
and the quarter  ended  September 30, 1999,  in  accordance  with  Statements on
Standards for Accounting and Review Services issued by the American Institute of
Certified  Public  Accountants.  All  information  included  in these  financial
statements is the representation of the management of Castpro.com, Inc.

A review consists  principally of inquiries of company  personnel and analytical
procedures  applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion  regarding the financial  statements taken
as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the  accompanying  financial  statements  in order  for them to be in
conformity with generally accepted accounting principles.

/s/Brad B. Haynes
-----------------
   Brad B. Haynes

Los Angeles, California
November 8, 2000

                                      F-1
<PAGE>


                        CASTPRO.COM, INC. and Subsidiary
                          (A Development Stage Company)

                           CONSOLIDATED BALANCE SHEET
                           --------------------------

                               September 30, 2000
                               ------------------

                                     ASSETS
                                     ------

CURRENT ASSETS

   Cash                                                                 $ 20,224
   Accounts receivable                                                    42,937
   Prepaid expenses                                                          167
                                                                    -----------
              Total Current Assets                                      $ 63,328
                                                                    ===========

PROPERTY AND EQUIPMENT

   (Net of $116,897 depreciation)                                        558,269

OTHER ASSETS

   Deposits                                                               34,217
                                                                    -----------

                 TOTAL ASSETS                                           $655,814
                                                                    ===========



                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

CURRENT LIABILITIES

   Accounts payable                                                      28,846
   Accrued expenses payable                                              59,869
   Payroll taxes payable                                                 42,190
   Related party notes payable                                           77,250
   Income tax payable                                                       800
                                                                    -----------
              Total Current Liabilities                                 208,955
                                                                    ===========

STOCKHOLDERS' EQUITY

   Capital Stock, authorized; 100,000,000
        shares of Common Stock @ .001,
        issued and outstanding 29,695,500                                29,696
   Additional paid-in capital                                         1,493,204
   Accumulated deficit during development stage                      (1,076,041)
                                                                    ------------
              Total Stockholders' Equity                                446,859
                                                                    ============

                 TOTAL LIABILITIES AND

                           STOCKHOLDERS' EQUITY                     $   655,814
                                                                    -----------



              See accountant's review report and accompanying notes

                                      F-2
<PAGE>

<TABLE>
<CAPTION>

                        CASTPRO.COM, INC. and Subsidiary
                          (A Development Stage Company)

          CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
          ------------------------------------------------------------

                                 For the Periods
                                 ---------------

                                                                                                            January 12, 1999
                                                   Nine Months Ended          Nine Months Ended            (Date of Inception)
                                                  September 30, 2000         September 30, 1999          to September 30, 2000
                                                  ------------------         ------------------          ---------------------

<S>                                             <C>                             <C>                             <C>
REVENUES                                        $    152,301                    $          0                    $    152,301


EXPENSES

      General, Sales and

      Administrative Expenses                        929,292                          59,920                       1,226,742
                                                ------------                    ------------                    ------------


(LOSS) FROM OPERATIONS                              (776,991)                        (59,920)                     (1,074,441)


PROVISION FOR INCOME TAXES                               800                             800                           1,600
                                                ------------                    ------------                    ------------

NET LOSS                                            (777,791)                        (60,720)                     (1,076,041)


ACCUMULATED LOSS
DURING THE DEVELOPMENT STAGE -
beginning                                           (298,250)                              0                               0
                                                ------------                    ------------                    ------------


ACCUMULATED LOSS
DURING THE DEVELOPMENT STAGE - end              $ (1,076,041)                   $    (60,720)                   $ (1,076,041)
                                                ------------                    ------------                    ------------


BASIC AND DILUTED WEIGHTED AVERAGE
NUMBER OF COMMON SHARES OUTSTANDING               14,957,734                               0                      14,957,734
                                                ------------                    ------------                    ------------


BASIC LOSS PER COMMON SHARE                     $       (.05)                   $          0                    $       (.07)
                                                ------------                    ------------                    ------------


DILUTED LOSS PER COMMON SHARE                   $       (.05)                   $          0                    $       (.07)
                                                ------------                    ------------                    ------------

</TABLE>


              See accountant's review report and accompanying notes

                                      F-3
<PAGE>

<TABLE>
<CAPTION>

                        CASTPRO.COM, INC. and Subsidiary
                          (A Development Stage Company)

          CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
          ------------------------------------------------------------

                                 For the Periods
                                 ---------------

                                                                      Three Months Ended             Three Months Ended
                                                                      September 30, 2000            September 30, 1999
                                                                      ------------------            ------------------


<S>                                                                      <C>                         <C>
REVENUES                                                                 $     92,816                $          0


EXPENSES

   General, Sales and Administrative Expenses                                 331,160                      59,920
                                                                         ------------                ------------


(LOSS) FROM OPERATIONS                                                       (238,344)                    (59,920)


PROVISION FOR INCOME TAXES                                                        800                         800


NET LOSS                                                                     (239,144)                    (60,720)


ACCUMULATED LOSS DURING THE DEVELOPMENT STAGE - beginning
                                                                             (836,897)                          0
                                                                         ------------                ------------


ACCUMULATED LOSS DURING THE DEVELOPMENT STAGE - end
                                                                         $ (1,076,041)               $    (60,720)
                                                                         ------------                ------------


BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES

OUTSTANDING                                                                25,076,200                           0
                                                                         ------------                ------------


BASIC LOSS PER COMMON SHARE                                              $       (.01)               $          0
                                                                         ------------                ------------


DILUTED LOSS PER COMMON SHARE                                            $       (.01)               $          0
                                                                         ------------                ------------

</TABLE>




              See accountant's review report and accompanying notes

                                      F-4

<PAGE>


<TABLE>
<CAPTION>



                        CASTPRO.COM, INC. and Subsidiary
                          (A Development Stage Company)


                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                 ----------------------------------------------

    For The Period January 12, 1999 (Date of Inception) to September 30, 2000
    -------------------------------------------------------------------------

                                                                                                      Accumulated
                                                Common   Stock                        Additional     Deficit During      Total
                                                --------------                         Paid-In         Development    Stockholders'
                                            Shares      Par Value       Amount         Capital           Stage           Equity
                                            ------      ---------       ------         -------           -----           ------

<S>                                       <C>              <C>          <C>           <C>              <C>               <C>
January 12, 1999                                --           --           --              --              --                --

December 31, 1999
   Issuance of Common Shares              8,000,000        .001         $8,000            --              --            $  8,000

April 4, 1999
Contribution by LLC
   principal of fixed assets                                             4,900                           4,900

December 31, 1999
   Recapitalization/reorganization          388,500        .001            389            (389)                             --

December 31, 1999
Conversion of debt to Common Stock          825,000        .001            825         824,175                           825,000

December 31, 1999
Accumulated deficit
   during development stage                                                           (298,250)       (298,250)
                                         ----------   ----------    ----------      ----------      ----------        ----------

Balance December 31, 1999                 9,213,500        .001         $9,214        $828,686       $(298,250)         $539,650

</TABLE>



              See accountant's review report and accompanying notes


                                      F-5
<PAGE>


<TABLE>
<CAPTION>


                        CASTPRO.COM, INC. and Subsidiary
                          (A Development Stage Company)

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                 ----------------------------------------------

    For The Period January 12, 1999 (Date of Inception) to September 30, 2000
                                   continued
------------------------------------------------------------------------------
                                                                                                      Accumulated
                                                Common   Stock                        Additional     Deficit During      Total
                                                --------------                         Paid-In         Development    Stockholders'
                                            Shares      Par Value       Amount         Capital           Stage           Equity
                                            ------      ---------       ------         -------           -----           ------

<S>                                         <C>            <C>             <C>         <C>                               <C>
March 31, 2000
Conversion of debt
   to Common Stock                          635,000        .001            635         634,365                           635,000

March 31, 2000
Accumulated deficit during
   development stage                                                                                    (274,031)       (274,031)
                                         ----------   ----------    ----------      ----------        ----------      ----------

Balance March 31, 2000                    9,848,500         001     $    9,849      $1,463,051         $(572,281)      $ 900,619

June 30, 2000
   Conversion of debt
   to Common Stock                           50,000        .001             50          49,950                            50,000

June 30, 2000
Accumulated deficit
   during development stage                                                                             (264,616)       (264,616)
                                         ----------   ----------    ----------      ----------        ----------      ----------

Balance June 30, 2000                     9,898,500         001     $    9,899      $1,523,001         $(836,897)      $ 686,003

July 21, 2000
Forward split of 3 shares for
   each share increases number of
   shares                                19,797,000         001         19,797         (19,797)

September 30, 2000
Accumulated deficit
   during development stage                                                                             (239,144)       (239,144)
                                         ----------   ----------    ----------      ----------        ----------      ----------

Balance September 30, 2000               29,695,500        .001     $   29,696      $1,493,204       $(1,076,041)      $ 446,859
                                         ----------   ----------    ----------      ----------        ----------      ----------

</TABLE>

              See accountant's review report and accompanying notes

                                      F-6
<PAGE>

<TABLE>
<CAPTION>

                        CASTPRO.COM, INC. And Subsidiary
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                      ------------------------------------

                                 For the Periods
                                 ---------------

                                                                                                                 January 12, 1999
                                                     Nine Months Ended          Nine Months Ended             (Date of Inception)
                                                    September 30, 2000         September 30, 1999           to September 30, 2000
                                                    ------------------         ------------------           ---------------------
CASH FLOW FROM OPERATING ACTIVITIES
<S>                                                <C>                          <C>                                <C>
  Net Loss                                         $  (777,791)                 $   (60,720)                       $(1,076,041)
  Adjustments to reconcile Net Loss:
     To Net Cash Used By
       Operating Activities
     Depreciation                                       84,600                            0                            116,897
     Stock Issued for Services                               0                            0                              8,000
                                                   -----------                  -----------                        -----------
        Total Adjustments                               84,600                            0                            124,897

(INCREASE) DECREASE IN ASSETS
  Accounts Receivable                                  (42,937)                           0                            (42,937)
  Prepaid Expenses                                      15,817                            0                               (167)
  Deposits                                              97,167                      (29,274)                           (34,217)
  Other Assets                                           1,433                            0                                 (0)

INCREASE (DECREASE) IN LIABILITIES

  Accounts Payable                                      28,846                            0                             28,846
  Accrued Expenses                                      43,077                            0                             59,869
  Payroll Taxes Payable                                 37,982                            0                             42,190
  Income Taxes Payable                                       0                            0                                800
                                                   -----------                  -----------                        -----------

NET CASH USED BY OPERATING ACTIVITIES                 (511,806)                     (89,994)                          (896,760)

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of Fixed Assets                            (361,163)                     (48,327)                          (670,266)

CASH FLOWS FROM FINANCING ACTIVITIES

Funds Received by Issuing Note Payable
  (Converted to Equity)                                685,000                      250,060                          1,510,000
Increase in Related Party Note Payable                  77,250                            0                             77,250
                                                   -----------                  -----------                        -----------

NET CASH (USED BY) ALL ACTIVITIES                     (110,719)                     111,739                             20,224

CASH - Beginning                                       130,943                            0                                  0
                                                   -----------                  -----------                        -----------
 CASH - End                                        $    20,224                  $   111,739                        $    20,224
                                                   -----------                  -----------                        -----------

SUPPLEMENTAL CONSOLIDATED
CASH FLOWS INFORMATION

Income Tax                                         $         0                  $         0                        $         0
                                                   -----------                  -----------                        -----------
Interest                                           $       198                  $         0                        $       198
                                                   -----------                  -----------                        -----------
</TABLE>

              See accountant's review report and accompanying notes

                                      F-7
<PAGE>

<TABLE>
<CAPTION>

                                          CASTPRO.COM, INC. And Subsidiary
                                            (A Development Stage Company)

                                        CONSOLIDATED STATEMENT OF CASH FLOWS

                                                   For the Periods

                                                                 Three Months Ended      Three Months Ended
                                                                 September 30, 2000      September 30, 1999
                                                                 ------------------      ------------------

<S>                                                                  <C>                     <C>
CASH FLOW FROM OPERATING ACTIVITIES
   Net Loss                                                          $(239,144)              $ (60,720)
   Adjustments to reconcile Net Loss:
        To Net Cash Used By Operating
        Activities
        Depreciation                                                    33,895                       0
                                                                     ---------               ---------
              Total Adjustments                                         33,895                       0

(INCREASE) DECREASE IN ASSETS
   Accounts Receivable                                                  (4,627)                      0
   Prepaid Expenses                                                      2,265                       0
   Deposits                                                               (895)                (29,274)
   Other Assets                                                          1,194                       0

INCREASE (DECREASE) IN LIABILITIES
   Accounts payable                                                     28,846                       0
   Accrued expenses                                                     38,309                       0
   Payroll taxes payable                                                27,911                       0
                                                                     ---------               ---------

NET CASH USED BY OPERATING ACTIVITIES                                 (112,246)                (89,994)
                                                                                             ---------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of Fixed Assets                                            (11,893)                (48,327)

CASH FLOWS FROM FINANCING ACTIVITIES
   Funds Received by Issuing Note Payable (Converted to
   Equity)                                                                   0                 250,060
   Increase in Related Party Note Payable                               77,250                       0
                                                                     ---------               ---------

NET CASH (USED BY) ALL ACTIVITIES                                      (46,889)                111,739
                                                                     ---------               ---------
CASH - Beginning                                                        67,113                       0
                                                                     ---------               ---------
 CASH - End                                                          $  20,224               $ 111,739
                                                                     ---------               ---------

SUPPLEMENTAL CONSOLIDATED
CASH FLOWS INFORMATION

Income Tax                                                           $       0               $       0
                                                                     ---------               ---------
Interest                                                             $      66               $       0
                                                                     ---------               ---------

NON-CASH FINANCING TRANSACTION
A three to one  forward  stock split  resulted  in an increase to capital  stock
19,797,000 x $.001 par values of $19,97 and a decrease of $19,797 to  additional
paid in capital
</TABLE>

              See accountant's review report and accompanying notes

                                      F-8
<PAGE>


                        CASTPRO.COM, INC. And Subsidiary
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------

                    September 30, 2000 and September 30, 1999
                    -----------------------------------------

1.      ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        Formation and Description of Business

        Quinntal,  International,  LLC (California  Incorporated)  was formed on
        January 12, 1999. The LLC changed its name to CASTPRO.COM, LLC on August
        6, 1999.  Effective  December 31, 1999 the  shareholders of LLC exchange
        400 shares of LLC (representing 100% of all shares) for 8,000,000 shares
        of Deep  Earth,  Inc.  formerly  Engineering  Services,  Inc.  (a Nevada
        corporation).  At the time of the business  combination Deep Earth, Inc.
        was an active public shell and had no assets or  liabilities.  Since the
        former  controlling  shareholders of the LLC controlled Deep Earth, Inc.
        after the business  combination,  the transaction has been accounted for
        as a reverse acquisition. Immediately prior to the business combination,
        Deep Earth, Inc. had 388,500 shares  outstanding.  Simultaneous with the
        closing of the business combination,  $825,000 of related party debt was
        exchanged for 825,000 shares of common stock of  CASTPRO.COM,  INC. Deep
        Earth, Inc. changed its name to CASTPRO.COM,  INC. on December 31, 1999.
        CASTPRO.COM,  INC. is a provider of live,  on-location  digital  webcast
        productions for  corporations  and major event  marketeers.  The Company
        specializes  in streaming  media  production  of  concerts,  tradeshows,
        interviews,  sporting  events  and  movie  premiers.  The  Company  also
        produces  streaming  media  for  key  business-related  events  such  as
        shareholders meetings, press release and earnings announcements, product
        launches  and  training  sessions.  The Company is a  development  stage
        company and has not as yet generated any significant revenues.

        Principles of Consolidation
        ---------------------------

        The   Consolidated   Financial   Statements   include  the  accounts  of
        CASTPRO.COM,  INC. and its wholly owned subsidiary CASTPRO.COM, LLC. All
        significant intercompany  transactions and balances have been eliminated
        for the quarter ended June 30, 2000 and the quarter ended June 30, 1999.
        The year end selected was December 31st.

        Cash Equivalents

        Cash equivalents  consist of funds invested in money market accounts and
        investments  with a  maturity  of three  months or less when  purchased.
        There were no cash  equivalents for the quarter ended September 30, 2000
        and for the quarter ended September 30, 1999.

        Use of Estimates
        ----------------

        The  preparation  of financial  statements in conformity  with generally
        accepted accounting principles requires management to make estimates and
        assumptions that affect the amounts reported in financial statements and
        accompanying notes. Actual results could differ from those estimates.

                                      F-9
<PAGE>


                        CASTPRO.COM, INC. And Subsidiary
                          (A Development Stage Company)

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS continued
              ----------------------------------------------------

                    September 30, 2000 and September 30, 1999
                    -----------------------------------------

        Issuance of Shares for Service

        Valuation of shares for services is based on the  estimated  fair market
        value of the services performed.

        Loss Per Share

        In February  1997,  the Financial  Accounting  Standards  Board ("FASB")
        issued SFAS No. 128 "Earnings Per Share." The statement replaced primary
        EPS with  basic EPS which is  computed  by  dividing  reported  earnings
        available to common shareholders by weighted average shares outstanding.
        The provision  requires the calculation of diluted EPS. The company uses
        the method specified by the statement.

        Income Taxes

        The Company's  uses the liability  method of accounting for income taxes
        specified  by SFAS No.  109,  "Accounting  for  Income  Taxes",  whereby
        deferred  tax  liabilities  and  assets  are  determined  based  on  the
        difference  between  financial  statements  and tax bases of assets  and
        liabilities  using enacted tax rates in effect for the year in which the
        differences are expected to reverse.  Deferred tax assets are recognized
        and measured  based on the  likelihood of realization of the related tax
        benefit in the future.  The Company had no  material  net  deferred  tax
        assets or liabilities at September 30, 2000 and September 30, 1999.

2.      PROPERTY AND EQUIPMENT

        Property and  Equipment are stated at cost or fair values at the date of
        acquisition  and, in the case of  equipment  under  capital  lease,  the
        present value of minimum lease payments.  Depreciation  and amortization
        of property and equipment are computed  using the  straight-line  method
        over the following estimated useful lives:

             Equipment and Computers                  5 years
             Leasehold Improvements                   5 years (term of lease)
             Furniture, Fixtures and Equipment        5 years

        Depreciation expense for the quarter ended September 30, 2000 was 33,895
        and for the quarter ended September 30, 1999 was zero.

        Property and equipment consists primarily of computers and communication
        equipment. The recorded amount of property and equipment capitalized and
        the related accumulated depreciation is as follows:

              Mobile production unit                       $357,198
              Computer equipment                            105,099
              Production equipment                          109,545
              Office equipment                               16,338

                                      F-10
<PAGE>


                        CASTPRO.COM, INC. And Subsidiary
                          (A Development Stage Company)

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS continued
              ----------------------------------------------------

                    September 30, 2000 and September 30, 1999
                    -----------------------------------------

              Software                                                 14,554
              Other equipment                                          35,759
              Furniture and fixtures                                   22,138
              Phone system                                              3,444
              Security system                                           4,195
              Truck                                                     1,900
              Leasehold improvements                                    4,996
                                                                     --------

                     Total property and equipment                    $675,166
                     Less: accumulated depreciation                   116,897
                                                                     --------

                           PROPERTY AND EQUIPMENT (NET)              $558,269
                                                                     --------

3.      RELATED PARTY NOTES PAYABLE
        ---------------------------

        A related party  corporation has loaned the Corporation  $77,250 secured
        by a demand  note  with  interest  at the  lesser of 1% per month or the
        maximum allowed under the laws of the State of California.

4.      ADVERTISING
        -----------

        Advertising is expensed as incurred.


5.      LEASE COMMITMENTS
        -----------------

        Operating Lease
        ---------------

        The Company utilizes  corporate office space in Los Angeles,  California
        currently under lease by CASTPRO.COM,  a California LLC, from the lessor
        M.P.I.  LTD. The five year lease calls for minimum  monthly  payments of
        $5,297.20 on 2,788 rental square feet and expires on September 14, 2004.
        The Company has paid a security deposit of $29,274. Rent expense for the
        quarter  ended  September 30, 2000 was $16,436 and for the quarter ended
        September 30, 1999 was zero.

        Future  minimum  lease  payments  associated  with the  lease  described
herein, including rent increase of 2.6% per year:

     Year Ended September 30
     -----------------------

           2000                                   $15,891
           2001                                    65,727
           2002                                    67,400
           2003                                    69,073
           2004                                    49,766
                                                 --------
           TOTAL                                 $267,857
                                                 --------
                                      F-11

<PAGE>


                        CASTPRO.COM, INC. And Subsidiary
                          (A Development Stage Company)

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS continued

                    September 30, 2000 and September 30, 1999

        The  Company  utilized  warehouse  space  in  Los  Angeles,   California
        currently  under lease by CASTPRO.COM,  INC., a California  corporation.
        From Off Broadway Partners, a California General Partnership,  the three
        year  lease  calls  for  minimum   monthly   payments  of  $1,761.40  on
        approximately  2,985 square feet and expires on December  31, 2002.  The
        Company has paid a security  deposit of $3,522.80.  Rent expense for the
        quarter  ended  September  30, 2000 was $5,284 and for the quarter ended
        September 30, 1999 was zero.

        Future  minimum  lease  payments  associated  with the  lease  described
herein:

                     Year Ended September 30
                           2000                             $5,284
                           2001                             21,136
                           2002                             21,136
                                                           -------
                           TOTAL                           $47,556
                                                           -------


6.      STOCK SPLIT
        -----------

        On July 14, 2000, the Board of Directors of the Company declared a 3 for
        1 forward  stock  split,  effective  July 21, 2000 for  shareholders  of
        record on July 17,  2000.  As of July 21,  2000,  there were  29,695,500
        shares outstanding.

7.      SUBSEQUENT EVENTS

        Castpro.com, Inc. subleased office and studio space (10,400 square feet)
        from Overseas  Investment  Banking  Alliance  S.A.  located at 1543 West
        Olympic Boulevard, Los Angeles, California 90015 on October 1, 2000. The
        sublease calls for a $12,400  monthly rent. Term of the sublease is five
        years ended  September  30, 2005.  Subtenant has the right to sublet the
        premises.

        Future  minimum  lease  payments  associated  with the  lease  described
herein, including rent increases of 7% per year:

                     Year Ended September 30

                           2000                              $24,800
                           2001                              150,536
                           2002                              161,074
                           2003                              172,352
                           2004                              184,418
                           All other years                   146,286
                                                            ---------
                           TOTAL                            $839,466
                                                            ---------

                                      F-12

<PAGE>


Item 2            Management's Discussion and Analysis or Plan of Operations


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

Management's  discussion  and analysis  should be read in  conjunction  with the
Company's financial statements and the notes thereto.

The following table sets forth, for the periods indicated, certain statements of
operations and retained  deficit data for the Company  expressed as a percentage
of net sales:


                             THREE MONTHS             NINE MONTHS
                          ENDED SEPTEMBER 30,      ENDED SEPTEMBER 30,
                          2000         1999         2000         1999
                       ---------    ---------    ---------    ---------
Net sales              $  92,816    $       0    $ 152,301    $       0

Cost of sales               --           --           --           --

                       ---------    ---------    ---------    ---------
Gross profit              92,816            0      152,301            0

Administrative and
  general expenses       301,094       59,920      929,094       59,920
Development expense

Loss from operations    (238,278)     (59,920)    (776,793)     (59,920)
Interest expense              66         --            198         --
                       ---------    ---------    ---------    ---------

Income (loss) before
  income taxes          (238,341)     (59,920)    (776,991)     (59,920)
Provision for
  income taxes              (800)        (800)        (800)        (800)
                       ---------    ---------    ---------    ---------
Net income (loss)      $(239,141)     (60,720)   $(777,791)   $ (60,720)
                       =========    =========    =========    =========

                                       2
<PAGE>

THREE MONTHS  ENDED  SEPTEMBER  30, 2000 VERSUS  THREE  MONTHS  ENDED  SEPTEMBER
30,1999.

RESULTS OF OPERATIONS

The Company incurred a net loss of $(239,144) for the period ended September 30,
2000 as compared to a net loss of $(60,720)  for the period ended  September 30,
1999.  This loss  represents a loss from  operations of $(239,144) and $(60,720)
for the period  ended June 30,  2000 and 1999,  respectively.  The net loss also
includes  interest expense and other finance charges totaling $66 and $0 for the
period ended September 30, 2000 and 1999, respectively.

Total revenues for the period ended  September 30, 2000 were $92,816 as compared
to $0 for the period ended  September 30, 1999.  This  represents an increase in
revenues of $92,816 over the same period in the prior year.

Total operating  expenses consist primarily of development  expenses and general
and  administrative  expenses.  For the period ended  September 30, 2000,  total
operating expenses were $331,160. For the period ended September 30, 1999, total
operating  expenses were $59,920.  This represents a $271,740  increase over the
same period in the prior year.

General and administrative  expenses for the period ended September 30, 2000 was
$331,094 as compared to $9,920 for the period ended  September  30,  1999.  This
represents an increase of $271,174 over the same period in the prior year.  This
increase was caused by higher  professional  fees due to the various filings and
money-raising  activities  done by the Company,  increases in salaries and wages
due to hiring of  additional  employees,  increases  in  travel  and trade  show
expenses,  and the  amortization  of costs  relating  to  acquiring  proprietary
software.

NINE MONTHS  ENDED  SEPTEMBER  30, 2000 VERSUS NINE MONTHS ENDED  SEPTEMBER  30,
1999.

RESULTS OF OPERATIONS

The Company incurred a net loss of $(777,791) for the period ended September 30,
2000 as compared to a net loss of $(60,920)  for the period ended  September 30,
1999.  This loss  represents a loss from  operations of $(776,991) and $(59,920)
for the period ended  September  30, 2000 and 1999,  respectively.  The net loss
also includes  interest  expenses and other finance charges totaling $198 and $0
for the period ended September 30, 2000 and 1999, respectively.

Total revenues for the period ended  September 30, 2000 were $52,301 as compared
to $0 for the period ended  September 30, 1999.  This  represents an increase in
revenues of $152,301 over the same period in the prior year.

Total operating  expenses consist primarily of development  expenses and general
and  administrative  expenses.  For the period ended  September 30, 2000,  total
operating expenses were $929,292. For the period ended September 30, 1999, total
operating  expenses were $59,920.  This represents a $869,372  increase over the
same period in the prior year.

                                       3
<PAGE>

General and administrative  expenses for the period ended September 30, 2000 was
$929,094 as compared to $59,920 for the period ended  September  30, 1999.  This
increase was caused by higher  professional  fees due to the various filings and
money-raising  activities  done by the Company,  increases in salaries and wages
due to hiring of  additional  employees,  increases  in  travel  and trade  show
expenses,  and the  amortization  of costs  relating  to  acquiring  proprietary
software.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2000,  the Company had cash and cash  equivalents of $20,224
as compared to cash and cash  equivalents  of $0 as of September  30,  1999.  At
September 30, 1999, the Company had a working capital periodically(total current
11,779 assets in excess of total current liabilities) of $138,261 as compared to
a working capital deficiency (10 billion total current  liabilities in excess of
current assets) of $145,627 as of September 30, 2000. Net cash used in operating
activities was $112,246 for the period ended  September 30, 2000 and $49,894 for
the period ended  September  30, 1999.  The principal use of cash for the period
ended  September  30,  2000  was to fund the net loss  from  operations  for the
period.  The Company  borrowed a total of  $763,250  from June  30,1999  through
September 30, 2000.  685,000 of such,  debt was converted into 685,000 shares of
the  Company's  common  stock,  and this  was  used to fund  the net  loss  from
operations, as well as to purchase equipment.

Net cash from financing  activities was $767,230 for the period ended  September
30, 2000 as compared to $250,000 for the period ended September 30, 1999.

                                       4
<PAGE>

                                     PART II
                                OTHER INFORMATION

Item 1.           Legal Proceedings.
                  None.

Item 2.           Changes in Securities.
                  Not Applicable.

Item 3.           Defaults Upon Senior Securities
                  Not Applicable.

Item 4.           Submission of Matters to a Vote of Security Holders.
                  None.

Item 5.           Other Information.
                  None

Item 6.           Exhibit and Reports on Form 8-K

                  A.       Exhibits:
                           None.
                  B.       Reports on Form 8-K:
                           None

                                       5
<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.

                                CASTPRO.COM, INC.
                                -----------------
                                   Registrant

Date: November 20, 2000        By: /s/ Jim Ocon
-----------------------        ----------------
                                       Jim Ocon, Vice President

                                       6