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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q

(Mark One)

| | [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2002
| | --- | -------------------------------------------------------------------------------------------------------------------------------------

or

| | [   ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from  to
| | ----- | ---------------------------------------------------------------------------------------------------------------------------

Commission File Number:    000-18108

FiNet.com, Inc.(Exact name of registrant as specified in its charter)

| | Delaware
(State or other jurisdiction of
incorporation or organization) |  | 94-3115180
(IRS Employer 
Identification No.) | 
| | ----------------------------------------------------------------------- |  | --------------------------------------------- | 

2527 Camino Ramon, Suite 200, San Ramon, CA 94583(Address of principal executive offices, zip code)

(925)  242-6600(Registrants telephone number, including area code)

Indicate by check mark 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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [x]    No [  ]

As of May 7, 2002, 9,533,634 shares of the registrants common stock, $0.01 par value per share, were issued and outstanding.

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FiNet.com, Inc.

Form 10-QFor the Three Months Ended March 31, 2002

Table of Contents

|        |  |                                                                                       | Page
|------- |  | ------------------------------------------------------------------------------------- | ----
|        |  | PART IFINANCIAL INFORMATION                                                          |     
|        |  |                                                                                       |     
|Item 1. |  | Financial Statements (unaudited):                                                     |     
|        |  |                                                                                       |     
|        |  | Consolidated Balance Sheets-March 31, 2002 and December 31, 2001                      | 3   
|        |  |                                                                                       |     
|        |  | Consolidated Statements of Operations-Three months ended March 31, 2002 and 2001      | 4   
|        |  |                                                                                       |     
|        |  | Consolidated Statements of Cash Flows -Three months ended March 31, 2002 and 2001     | 5   
|        |  |                                                                                       |     
|        |  | Condensed Notes to Consolidated Financial Statements                                  | 6   
|        |  |                                                                                       |     
|Item 2. |  | Managements Discussion and Analysis of Financial Condition and Results of Operations | 15  
|        |  |                                                                                       |     
|Item 3. |  | Quantitative and Qualitative Disclosures About Market Risk                            | 20  
|        |  |                                                                                       |     
|        |  |                                                                                       |     
|        |  |                                                                                       |     
|        |  | PART IIOTHER INFORMATION                                                             |     
|        |  |                                                                                       |     
|Item 1. |  | Legal Proceedings                                                                     | 22  
|        |  |                                                                                       |     
|Item 2. |  | Changes in Securities and Use of Proceeds                                             | 22  
|        |  |                                                                                       |     
|Item 3. |  | Defaults Upon Senior Securities                                                       | 22  
|        |  |                                                                                       |     
|Item 4. |  | Submission of Matters to a Vote of Security Holders                                   | 22  
|        |  |                                                                                       |     
|Item 5. |  | Other Information                                                                     | 22  
|        |  |                                                                                       |     
|Item 6. |  | Exhibits and Reports on Form 8-K                                                      | 22  
|        |  |                                                                                       |     
|        |  |                                                                                       |     
|        |  | Signatures                                                                            | 22  

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PART I. FINANCIAL INFORMATION

|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------

FiNet.com, Inc. and SubsidiariesCONSOLIDATED BALANCE SHEETS(Amounts in
thousands, except per share data)

|                                                                                                                      |  | March 312002 |          | December 312001 |  
|--------------------------------------------------------------------------------------------------------------------- |  | ------------ | -------- | --------------- | -
|                                                                                                                      |  |              |          |                 |  
|                                                                                                                      |  | (unaudited)  |          |                 |  
|ASSETS                                                                                                                |  |              |          |                 |  
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|Cash and cash equivalents                                                                                             |  | $            | 654      |                 | $
|Restricted cash                                                                                                       |  |              | 1,450    |                 |  
|Accounts and notes receivable, net                                                                                    |  |              | 486      |                 |  
|Mortgages held for sale, net                                                                                          |  |              | 23,982   |                 |  
|Fixed assets, net                                                                                                     |  |              | 1,210    |                 |  
|Investment in equity-method investee                                                                                  |  |              | 1,619    |                 |  
|Derivative instruments in connection with equity-method investee                                                      |  |              | 84       |                 |  
|Other assets                                                                                                          |  |              | 886      |                 |  
|                                                                                                                      |  |              |          |                 |  
|Total assets                                                                                                          |  | $            | 30,371   |                 | $
|                                                                                                                      |  |              |          |                 |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                  |  |              |          |                 |  
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|Liabilities:                                                                                                          |  |              |          |                 |  
|Warehouse and other lines of credit                                                                                   |  | $            | 23,851   |                 | $
|Accounts and notes payable                                                                                            |  |              | 250      |                 |  
|Accrued expenses and other liabilities                                                                                |  |              | 4,913    |                 |  
|                                                                                                                      |  |              |          |                 |  
|Total liabilities                                                                                                     |  |              | 29,014   |                 |  
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|Stockholders equity:                                                                                                 |  |              |          |                 |  
|Preferred stock, par value $0.01 per share                                                                            |  |              |          |                 |  
|Authorized shares  100                                                                                               |  |              |          |                 |  
|Issued and outstanding shares  none                                                                                  |  |              |         |                 |  
|Common stock, par value $0.01 per share                                                                               |  |              |          |                 |  
|Authorized shares  49,900                                                                                            |  |              |          |                 |  
|Issued and outstanding shares as of March 31, 2002 and December 31, 2001        9,534 and 9,523 shares, respectively |  |              | 1,029    |                 |  
|Additional paid-in capital                                                                                            |  |              | 109,928  |                 |  
|Accumulated deficit                                                                                                   |  |              | (109,600 | )               |  
|                                                                                                                      |  |              |          |                 |  
|Total stockholders equity                                                                                            |  |              | 1,357    |                 |  
|                                                                                                                      |  |              |          |                 |  
|Total liabilities and stockholders equity                                                                            |  | $            | 30,371   |                 | $
|                                                                                                                      |  |              |          |                 |  

See accompanying notes to the consolidated financial statements.

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FiNet.com, Inc. and SubsidiariesCONSOLIDATED STATEMENTS OF OPERATIONS(Amounts in thousands, except per share data)(Unaudited)

|                                                                                                 |  | Three Months EndedMarch 31 |       
|------------------------------------------------------------------------------------------------ |  | -------------------------- | ------
|                                                                                                 |  |                            |       
|                                                                                                 |  | 2002                       |       
|                                                                                                 |  |                            |       
|Revenues                                                                                         |  | $                          | 1,263 
|Cost of revenues                                                                                 |  |                            | 1,270 
|                                                                                                 |  |                            |       
|Gross profit (loss)                                                                              |  |                            | (7    
|Operating expenses:                                                                              |  |                            |       
|General and administrative                                                                       |  |                            | 1,502 
|Marketing and advertising                                                                        |  |                            | 19    
|Depreciation and amortization                                                                    |  |                            | 280   
|Other                                                                                            |  |                            | 47    
|                                                                                                 |  |                            |       
|Total expenses                                                                                   |  |                            | 1,848 
|                                                                                                 |  |                            |       
|Loss from operations                                                                             |  |                            | (1,855
|                                                                                                 |  |                            |       
|Other income and expense:                                                                        |  |                            |       
|Equity in loss of equity-method investee                                                         |  |                            | (604  
|Income from derivative instruments                                                               |  |                            | 30    
|Other interest income                                                                            |  |                            | 10    
|                                                                                                 |  |                            |       
|Loss before income taxes                                                                         |  |                            | (2,419
|Income tax expense                                                                               |  |                            | 6     
|Cumulative effect of change in accounting principle                                              |  |                            |      
|                                                                                                 |  |                            |       
|Net loss available to common stockholders                                                        |  | $                          | (2,425
|                                                                                                 |  |                            |       
|                                                                                                 |  |                            |       
|Basic and diluted net loss per common share before effect of change
in accounting    principle   |  |                            | (0.25 
|Cumulative effect of change in accounting principle                                              |  |                            |      
|                                                                                                 |  |                            |       
|Basic and diluted net loss per common share                                                      |  | $                          | (0.25 
|                                                                                                 |  |                            |       
|                                                                                                 |  |                            |       
|Weighted average common shares used in computing basic and
 diluted net loss per    common share |  |                            | 9,527 
|                                                                                                 |  |                            |       

See accompanying notes to consolidated financial statements.

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FiNet.com, Inc. and SubsidiariesCONSOLIDATED STATEMENTS OF CASH FLOWS(Amounts in thousands)(Unaudited)

|                                                                            |  | Three Months EndedMarch 31 |        
|--------------------------------------------------------------------------- |  | -------------------------- | -------
|                                                                            |  |                            |        
|                                                                            |  | 2002                       |        
|                                                                            |  |                            |        
|CASH FLOWS FROM OPERATING ACTIVITIES:                                       |  |                            |        
|Net loss                                                                    |  | $                          | (2,425 
|Less: Cumulative effect of change in accounting principle                   |  |                            |       
|                                                                            |  |                            |        
|Loss from continuing operations                                             |  |                            | (2,425 
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                            |        
|Depreciation and amortization                                               |  |                            | 280    
|Provision for valuation allowance                                           |  |                            | 40     
|Equity in losses of equity method investee                                  |  |                            | 604    
|Income from derivative instruments                                          |  |                            | (30    
|Changes in operating assets and liabilities:                                |  |                            |        
|(Increase) decrease in restricted cash                                      |  |                            | 709    
|(Increase) decrease in mortgage loans held for sale                         |  |                            | (15,588
|(Increase) decrease in accounts and notes receivable                        |  |                            | (350   
|Decrease in other assets                                                    |  |                            | 301    
|Net increase (decrease) in warehouse borrowings                             |  |                            | 15,559 
|Increase (decrease) in accounts payable and accrued expenses                |  |                            | (21    
|                                                                            |  |                            |        
|Net cash used in operating activities                                       |  |                            | (921   
|                                                                            |  |                            |        
|CASH FLOWS FROM INVESTING ACTIVITIES:                                       |  |                            |        
|Purchase of furniture, fixtures and equipment                               |  |                            | (68    
|                                                                            |  |                            |        
|Net cash used in investing activities                                       |  |                            | (68    
|                                                                            |  |                            |        
|CASH FLOWS FROM FINANCING ACTIVITIES:                                       |  |                            |        
|Proceeds from issuance of common stock, net of expenses                     |  |                            | 3      
|                                                                            |  |                            |        
|Net cash provided by financing activities                                   |  |                            | 3      
|                                                                            |  |                            |        
|Net decrease in cash                                                        |  |                            | (986   
|Cash at beginning of period                                                 |  |                            | 1,640  
|                                                                            |  |                            |        
|Cash at end of period                                                       |  | $                          | 654    
|                                                                            |  |                            |        
|                                                                            |  |                            |        
|Supplemental disclosures:                                                   |  |                            |        
|Interest paid                                                               |  | $                          | 114    
|Taxes paid                                                                  |  | $                          | 6      

See accompanying notes to the consolidated financial statements.

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FiNet.com, Inc. and SubsidiariesCONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
March 31, 2002

Note 1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

FiNet.com, Inc. (FiNet)
 is a financial services holding company that conducts diversified mortgage banking and brokering operations. FiNet, through its wholly owned
  subsidiary Monument Mortgage, Inc. (Monument Mortgage), is a provider of both traditional and online mortgage services to a
  diversified customer base consisting of mortgage lenders, mortgage brokers, real estate agents and consumers.

To diversify its holdings, in 2001
 FiNet made a strategic investment in Epexegy Corporation doing business as CriticalPoint Software (CriticalPoint), a natural
 language software company.

In order to substantially grow its
 mortgage operations, on April 23, 2002 FiNet signed a definitive purchase agreement with R.E. Ventures, Inc. (RE Ventures) and
 its shareholders to acquire RE Ventures, a company that owns assets formerly owned by RealEstate.com, Inc. The RE Ventures acquisition,
 to be accounted as an asset purchase,
 is expected to provide FiNets subsidiaries access to thousands of additional mortgage brokers, real estate agents and consumers. The
 issuance of FiNet stock in connection with the RE Ventures acquisition and the related transaction terms are subject to approval by the
 stockholders of FiNet.

Interim financial information

The accompanying unaudited
consolidated financial statements reflect FiNets financial position as of March 31, 2002 and December 31, 2001 and its results of
 operations for the three-month periods ended March 31, 2002 and 2001. The unaudited interim financial statements have been
 prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all normal recurring
 adjustments and accruals, as well as the necessary accounting changes to adopt Statement of Financial Accounting Standards
 (SFAS) No. 133 Accounting for Derivative Instruments and Hedging Activities, SFAS No. 141, Business
  Combinations, SFAS No. 142, Goodwill and Other Intangible Assets, and SFAS No. 144, Accounting for the
  Impairment or Disposal of Long-Lived Assets,necessary to present fairly FiNets financial position, results of operations and
   statement of cash flows for the periods ended and as of March 31, 2002 and 2001. The results for the three months ended March 31,
   2002 are not necessarily indicative of the expected results for the year ending December 31, 2002.

These consolidated financial statements
 should be read in conjunction with FiNets audited consolidated financial statements and accompanying notes, included in its Annual Report
  on Form 10-K for the year ended December 31, 2001.

Basis of presentation

These consolidated financial statements
include the accounts of FiNet and its wholly owned subsidiaries. All significant intercompany transactions have been eliminated. Certain
reclassifications have been made to prior period financial statements to conform to the presentation for the current period. The preparation of
these financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of
 these consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ
  from those estimates.

Cash and cash equivalents

Cash and cash equivalents consist
 of cash balances and instruments with maturities of less than three months at the time of purchase. At March 31, 2002 FiNet carried
 $654,000 as immediately available cash and $1,450,000 as restricted cash. As of March 31, 2002, FiNet deposited $126,500 of
  restricted cash and obtained a certificate of deposit from its primary bank in accordance with Monument Mortgages
  agreements related to required surety bond coverage. As of March 31, 2002, FiNet also deposited $1,123,500 of restricted
  cash into Monument Mortgages primary warehouse lenders bank in accordance with the terms of a warehousing
  agreement. As of March 31, 2002,

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FiNet.com, Inc. and SubsidiariesCONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
March 31, 2002

FiNets restricted cash balance also included $200,000 relating to a stand-by letter-of-credit
required in connection with its San Ramon office lease.

Mortgage loans held for sale

Mortgage loans held for sale,
consisting of loans secured by single-family residential properties, are carried at the lower of cost or market. At March 31, 2002
and December 31, 2001, mortgages held for sale before valuation allowances represented $24,948,000 and $9,259,000, respectively.
Market valuation allowances of $966,000 and $894,000 as of March 31, 2002 and December 31, 2001were recorded. Additions
 to the market valuation adjustments are based on assessments of certain factors, including, but not limited to, economic
 conditions, trends in the portfolio of mortgages held for sale and estimated inherent losses on the loans. Subsequent recoveries
 of items previously charged off are credited to loan loss allowance. Pursuant to Statement of Financial Accounting Standards
 (SFAS) No. 91, Accounting for Nonrefundable Fees and Costs Associated with Originating or Acquiring Loans
  and Initial Direct Costs of Leases, premiums paid and discounts obtained on such mortgages held for sale are
  deferred as an adjustment to the carrying value of the loans until the loans are sold. Pursuant to the terms of the loans, the
  borrowers have pledged the underlying real estate as collateral for the loans.

Fixed assets

Fixed assets are stated
 at cost less accumulated depreciation. At March 31, 2002 and December 31, 2001, FiNet carried a fixed assets balances of $4,021,000
  and $3,953,000, respectively, and the accumulated depreciation and amortization balances were $2,811,000 and $2,531,000, respectively.
   Depreciation is computed straight-line over the fixed assets estimated useful lives of three to seven years. The cost of repairs
   and maintenance of furniture, fixtures and equipment is charged to operating expense.

Investment

On August 30, 2001 FiNet made
 a strategic equity investment in CriticalPoint Software (CriticalPoint or the Equity-Method Investee).

This investment is accounted
for using the equity method of accounting because the investment gives FiNet the ability to exercise significant influence, but not
control, over CriticalPoint. FiNet recorded its investment in CriticalPoint on its consolidated balance sheet as Investment in
equity-method investee and its share of CriticalPoints earnings or losses (recognized on a one-month lag basis) in its
Consolidated Statement of Operations as Equity in loss of equity-method investee. FiNet currently records 100% of
CriticalPoints losses, which are applied against FiNets investment in CriticalPoint.

FiNet periodically
evaluates whether a decline in fair value of its investment has occurred and whether or not the decline, if any, is other-than-temporary.
This evaluation consists of a review of qualitative and quantitative factors by members of senior management. FiNet considers additional
factors to determine whether declines in fair value are other-than-temporary, such as the investees financial condition, results of
operations, operating trends and other financial ratios, as well as the market value of comparable companies. FiNet requires CriticalPoint
to deliver monthly, quarterly and annual financial statements to assist in reviewing relevant financial data and to assist in determining
 whether such data may indicate other-than-temporary declines in fair value below FiNets accounting basis.

At March 31, 2002 and December
31, 2001, FiNets investment in the Equity-Method Investee was $1,619,000 and $2,223,000, respectively.

Derivative financial instruments

Effective January 1, 2001,
FiNet adopted SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended, (SFAS 133),
 which requires that all derivative instruments held by FiNet be reported on its consolidated balance sheet as either assets or liabilities at
  fair value. Changes in the fair value of these derivatives are reported in earnings or other comprehensive income depending on whether the
  derivative

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FiNet.com, Inc. and SubsidiariesCONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)March 31, 2002

qualifies for hedge accounting and the type of qualified hedge. SFAS 133 also establishes criteria for designation
and effectiveness of hedging activities.

In accordance with SFAS 133, FiNet
identified the following derivative financial instruments:

- Locked loan commitments;

- Mandatory and best efforts forward sale commitments; and

- Equity-Method Investees net share warrants.

Locked loan commitments represent
commitments to fund loans that have been offered by Monument Mortgage to various prospective borrowers.

Mandatory and best efforts forward
 sale commitments are financial instruments Monument Mortgage most commonly uses to hedge its interest rate exposure derived from its loan
  production activities. Monument Mortgage enters into forward contracts mostly with private investors, such as Countrywide, Wells Fargo Bank
  and Residential Funding Corporation. Under the provisions of SFAS 133, loan commitments and forward contracts qualify as derivatives and,
   therefore, are marked-to-market through current period earnings. The change in the fair value is recorded as income or loss from derivatives
   in FiNets Consolidated Statements of Operations.

Monument Mortgage utilizes derivative
 contracts to manage the interest rate risk related specifically to its committed pipeline and mortgage loan inventory. The overall objective
 of Monument Mortgages interest rate risk management policies is to offset changes in the values of these items resulting from changes
  in interest rates. Monument Mortgage does not speculate on the direction of interest rates in its management of interest rate risk.

In connection with its strategic
investment in CriticalPoint, FiNet received warrants to purchase additional equity securities of CriticalPoint. Since these warrants can be
exercised and settled by delivery of net shares such that FiNet pays no cash upon exercise (Net Share Warrants), they are deemed
to be derivative financial instruments. Net Share Warrants are not designated as hedging instruments; accordingly, gains or losses resulting
 from changes in fair value are recorded as income or loss from derivative instruments in FiNets Consolidated Statements of Operations
 in the period of change. FiNet determines the fair value of these warrants through option-pricing models, such as the Black-Scholes pricing
  model, using current market price and volatility assumptions, including market data for comparable public companies for its private company
   warrants.

For the three months ended March
31, 2002 FiNet recorded a $30,000 income on derivatives as a separate component of Other income and expense in its Consolidated
 Statement of Operations.

Revenue recognition

FiNet currently derives substantially all of its revenues from Monument Mortgages activities, which include:

- Loan interest income on the portfolio of mortgages held for sale is accrued as earned. When
loans become ninety days past due, recording of accruing interest stops and all previously accrued interest is reversed.

- Lending related premiums paid and discounts obtained are deferred as an adjustment to the carrying value
 of such loans until the related loans are sold. Upon sale of such loans, deferred transaction fees are recognized and included in Gain
 on sale of mortgage loans.

- Loan brokerage fees represent fees earned by Monument Mortgages business-to-consumer
segment and the loan center segment for processing of mortgage loan applications for third party lenders. The fees for providing these
services are recognized at the time the loans are funded by the third party lenders.

- Loan center revenue represents fees earned by Monument Mortgages loan center segment
for the processing of mortgage loan applications for third party lenders.

- Real estate fees represent proceeds earned for services provided to buyers and/or sellers in
 connection with Monument Mortgages business-to-consumer segments residential real estate purchases and sales.

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FiNet.com, Inc. and SubsidiariesCONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)March 31, 2002

FiNets revenue components are as
 follows (in thousands):

|                               |  | Three Months EndedMarch 31 |      
|------------------------------ |  | -------------------------- | -----
|                               |  |                            |      
|                               |  | 2002                       |      
|                               |  |                            |      
|                               |  | (unaudited)                |      
|Revenues:                      |  |                            |      
|Loan interest income           |  | $                          | 247  
|Gain on sale of mortgage loans |  |                            | 546  
|Loan brokerage fees            |  |                            | 381  
|Loan center revenue            |  |                            | 57   
|Real estate fees               |  |                            | 31   
|Other                          |  |                            | 1    
|                               |  |                            |      
|Total revenues                 |  | $                          | 1,263
|                               |  |                            |      

Cost of revenue

Certain loan origination costs and other
 production costs attributable to loan inventory are included in Cost of revenues in FiNets Consolidated Statements of
  Operations. Cost of revenues also includes (i) costs of personnel attributable to loan production, (ii) expenses
  recorded for loan and receivables losses directly related to loans held for sale and for any possible future repurchase requests directly
   related to loans sold to investors, (iii) warehouse interest expenses, (iv) expenses directly related to origination, such as
   additional appraisals and desk reviews, (v) commissions paid to in-house sales personnel and (vi) other costs of production.
    Direct loan origination costs are deferred until the related loan is sold. Certain of these direct costs are included in gain
on sale of mortgage loans, and other origination related costs are included in cost of revenues.

Income taxes

FiNet and its subsidiaries file
 consolidated federal and separate or combined tax returns for certain states. State and local income taxes are filed according to the
 taxable activities of FiNet and its subsidiaries.

In accordance with the provisions
of SFAS No. 109, Accounting for Income Taxes, FiNet uses the liability method of accounting for income taxes.

Loss per share

FiNet computes basic net loss and
diluted net loss per share in accordance with SFAS No. 128, Earnings per Share. Under the provisions of SFAS No.
 128, basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average
  number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss available to common
  stockholders for the period by the weighted average number of common and common equivalent shares (if applicable) outstanding during the
  period, to the extent such common equivalent shares are dilutive. Since the common equivalent shares for all years were antidilutive, basic
  and diluted net loss per share are the same.

During the three months ended March 31, 2002 and 2001, options to purchase 2,037,941 and 2,192,662,
  respectively, shares of common stock and warrants to purchase 2,218,312 and 2,146,645, respectively,
  shares of common stock, were excluded from the calculation of diluted net loss per share because these
  common equivalent shares were antidilutive.

Note 2. Strategic Investment

On August 30, 2001, FiNet completed
 a strategic investment of $3,000,000 in CriticalPoint and received 4,941,020 Series D voting convertible preferred shares and warrants to
 purchase up to an additional 4,516,928

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FiNet.com, Inc. and SubsidiariesCONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)March 31,
 2002

shares of voting convertible preferred stock. The warrants represent four separate agreements to purchase
additional shares of Series D voting convertible preferred stock at an exercise price of $0.61 per share. The first warrant to purchase
1,642,519 shares of preferred stock expired on January 31, 2002. The second warrant to purchase another 1,642,519 shares of preferred
 stock expires on July 31, 2002. The remaining two warrants expire on February 1, 2005.

This investment is accounted
for using the equity method of accounting because the investment gives FiNet the ability to exercise significant influence, but not
control, over the operations of CriticalPoint. Significant influence is generally deemed to exist if the investor has an ownership
interest in the voting stock of the investee of between 20% and 50%, although other factors, such as representation on the
 investees board of directors and the impact of commercial arrangements, are considered in determining whether the equity
  method of accounting is appropriate. Until CriticalPoint obtains additional investors, FiNet currently records 100% of
  CriticalPoints losses, which are applied against FiNets investment in CriticalPoint.

For the three months
ended March 31, 2002, FiNet recorded $604,000 of losses in its equity investment and an additional $39,000 loss as a result of
the reduction in the related value of the warrants.

The summarized unaudited
 balance sheet of FiNets equity-method investee, CriticalPoint Software, (one month in arrears) is as follows:

|                                       |  | February 28 |        
|-------------------------------------- |  | ----------- | -------
|                                       |  |             |        
|Balance Sheet 
CriticalPoint Software |  | 2002        |        
|                                       |  |             |        
|Current assets                         |  | $           | 861,000
|Non-current assets                     |  |             | 230,000
|Current liabilities                    |  |             | 105,000
|Noncurrent liabilities                 |  |             |       
|Stockholders' Equity                   |  |             | 986,000

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FiNet.com, Inc. and SubsidiariesCONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
March 31, 2002

The summarized unaudited
statement of operations information of FiNets equity-method investee, CriticalPoint Software (one month in arrears) is as follows:

|                                                 |  | 3 Months EndedFebruary 28 |        
|------------------------------------------------ |  | ------------------------- | -------
|                                                 |  |                           |        
|Statement of Operations  CriticalPoint Software |  | 2002                      |        
|                                                 |  |                           |        
|Revenues                                         |  | $                         |       
|Net Loss                                         |  |                           | 604,000

Note 3. Borrowing arrangements

Monument
 Mortgages borrowing arrangements consist of the following (in thousands):

|                                                                                                                                                                                                       |  | March 312002 |        | December 312001 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------ | ------ | --------------- | -
|                                                                                                                                                                                                       |  |              |        |                 |  
|Warehouse and other borrowing arrangements                                                                                                                                                             |  | (unaudited)  |       
|                                                                                                                                                                                                       |  |              |       
|Warehouse line of credit:   $20 million and $15 million
committed at March 31, 2002 and December 31,
   2001, respectively Bearing interest rate at Prime + 1.25% and Prime +  1.00%, 
   respectively |  | $            | 23,851 |                 | $
|                                                                                                                                                                                                       |  |              |        |                 |  
|Mortgage loan purchase agreement:   $10 million
committed at March 31, 2002 Bearing interest rate at Prime + 0.50%                                                                                     |  |              |       |                 |  
|                                                                                                                                                                                                       |  |              |        |                 |  
|                                                                                                                                                                                                       |  | $            | 23,851 |                 | $
|                                                                                                                                                                                                       |  |              |        |                 |  

Warehouse line of credit

During 2001, Monument Mortgage
entered into a new lending arrangement with its now-primary warehouse lender, Impac Warehouse Lending Group. As of March 31, 2002,
this agreement provided for a $20,000,000 warehouse borrowing facility that could temporarily increase to $25,000,000, that carried an
interest rate of Prime + 1.25 %. This warehouse agreement has no expiration date and will automatically renew in September 2002 unless
the agreement is cancelled by either party. For the three months ended March 31, 2002 and 2001, Monument Mortgage recorded warehouse
 interest expense of $149,000 and $346,000, respectively. Warehouse interest expense is included in the Consolidated Statements of
 Operations in Cost of revenues. Borrowings under this warehouse facility are secured by the mortgages held for sale
  which are thereby financed. At March 31, 2002 and December 31, 2001, the warehouse interest rate index was 4.75%.

Other borrowing arrangement

At March 31, 2002, Monument
Mortgages available borrowing arrangements included a $10,000,000 loan purchase agreement with Gateway Bank, a Federal Savings
 Bank (Gateway Bank), that could increase to $15,000,000 at the sole discretion of Gateway Bank. As of March 31, 2002 and
 December 31, 2001, Monument Mortgage did not carry any balances on its Gateway borrowing facility. This arrangement carried an interest
  rate of Prime + 0.50% and an expiration date of March 30, 2003.

Financial covenants

Monument Mortgages
 borrowing arrangements carry various financial covenants including tangible net worth and certain specified leverage ratios. Should an
 event of default occur, as defined in each agreement, the

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FiNet.com, Inc. and SubsidiariesCONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
March 31, 2002

outstanding principal and interest under such agreements are due on demand. At March 31, 2002, FiNet was not
 in default of any covenants.

Note 4. Commitments and contingencies

Litigation

On January 14, 1998, prior to
 FiNets acquisition of the shares of Mical Mortgage, Inc. (Mical), a lawsuit was filed against Mical in the United
  States District Court for the Middle District of Georgia. The complaint alleges, among other things, that in connection with residential
  mortgage loan closings, Mical made certain payments to mortgage brokers in violation of the Real Estate Settlement Procedures Act and
  induced mortgage brokers to breach their alleged fiduciary duties to their customers. The plaintiffs seek unspecified compensatory and
  punitive damages as to certain claims. Management believes that its compensation programs for mortgage brokers comply with applicable
  laws and with long standing industry practices. This action is stayed pending the resolution of the appeals in four similar cases,
  which have been selected for interlocutory review by the United States Court of Appeals for the Eleventh Circuit. Oral arguments were
  held in January of 2001, but the court has not ruled on the matter. FiNet intends to defend vigorously against the action and believes
  that the ultimate resolution will not have a material adverse effect on its business, results of operations or financial condition.

On December 16, 1999, a lawsuit
was filed in the Judicial District Court of Dallas County, Texas, by FC Capital Corp. d/b/a First City Capital Corporation (First City).
 The complaint alleges breach of contract by Coastal Federal Mortgage Company (Coastal) for failure to repurchase loans in accordance
  with the terms and conditions of a purchase agreement entered into by Coastal and First City in March 1998. The plaintiff has named FiNet as a
   defendant alleging that FiNet assumed all of Coastals debts and obligations when FiNet acquired Coastal in April 1998. The plaintiff
   sought to recover actual damages in the amount of $1.7 million and premium rebates in the approximate amount of $26,000. The action was
   removed to the United States District Court, Northern District of Texas, Dallas Division (Texas District Court) on January
   18, 2000. On May 31, 2000, the Texas District Court granted FiNets motion to dismiss for lack of personal jurisdiction and dismissed
   the action without prejudice. Thereafter, FiNet and Coastal filed a declaratory relief action against First City in the San Francisco Superior
   Court with respect to the issues that had been raised by First City in the dismissed Texas action. First City removed the action to the United
   States District Court, Northern District of California (California District Court), and filed a motion to dismiss, or in the
    alternative, to change venue to New York. At a hearing held on August 28, 2000, the California District Court denied First Citys motion
to dismiss. First City answered the complaint, filed a cross-complaint, and then filed an amended cross-complaint
which included allegations against Coastal and FiNet, as well as allegations against Coastals three prior shareholders in their individual
capacities (Individual Defendants). The amended cross-complaint seeks to have approximately $3,520,000 in loans repurchased or recover damages, interest and costs in an amount to be proven
at trial as well as punitive damages. Subsequently, the California District Court, on February 12, 2001, dismissed the Individual Defendants
 for lack of personal jurisdiction and ordered the parties to enter into mediation. On April 30, 2001, the parties participated in a Case
 Management Conference, at the conclusion of which the California District Court ordered the parties to file a series of cross-motions for
 summary judgment. Thereafter, on January 7, 2002, oral arguments were held on the parties respective cross-motions for summary judgment,
  but the California District Court has not ruled on the matter. FiNet intends to defend vigorously against the action and believes that the
   ultimate resolution will not have a material adverse effect on its business, results of operations or financial condition.

FiNet and certain subsidiaries are
 defendants in various other legal proceedings, which FiNet considers to be ordinary routine litigation incidental to FiNets businesses.
  Although it is difficult to predict the outcome of such cases,after reviewing with counsel all such proceedings, management does not
   expect the aggregate liability, if any, resulting therefrom to have a material adverse effect on the consolidated financial position or
    results of operations of FiNet and its subsidiaries.

---

FiNet.com, Inc. and SubsidiariesCONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
March 31, 2002

Note 5. Stockholders equity

Preferred Stock

FiNet has authorized 100,000 shares
of $0.01 par value preferred stock. At March 31, 2002 and December 31, 2001, no shares of preferred stock were outstanding.

Common Stock

FiNet has authorized 49,900,000
shares of $0.01 par value common stock. At March 31, 2002 and December 31, 2001, there were 9,533,634 and 9,522,834,shares of common stock
 outstanding, respectively.

Stock options

FiNets stock option plans
 consist of (i) the 1989 Stock Option Plan, (ii) the 1998 Stock Option Plan, (iii) the 1998 Stock Bonus Incentive Plan, (iv) the 1998
 Non-Employee Directors Option Plan and (v) the 1999 Employee Stock Purchase Plan.

FiNets 1999 Employee Stock
Purchase Plan under which all employees, including executive officers (subject to certain restrictions), may purchase shares of common
stock at 85% of the fair market value at either the date of enrollment or the date of purchase, whichever is less. Employees pay for their
 stock purchases through payroll deductions in a range from two to ten percent of earnings. Shares issued under the plan are
 immediately vested. There are 41,667 shares reserved for issuance under this plan. During the three months ended March 31, 2002
 and 2001, FiNets employees purchased 10,784 and 578, respectively, shares of common stock under this program.

Note 6. Segment data

FiNet has adopted SFAS
 No. 131 Disclosures about Segments of an Enterprise and Related Information which requires certain disclosures
 about operating segments in a manner that is consistent with how management evaluates the performance of the segment. FiNet has
 identified within Monument Mortgage three reportable business segments: business-to-business, business-to-consumer and loan center.

---

FiNet.com, Inc. and SubsidiariesCONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
March 31, 2002

Information related to FiNets
reportable operating segments is shown below (in thousands):

|                             |  | Three Months EndedMarch 31 |       
|---------------------------- |  | -------------------------- | ------
|                             |  |                            |       
|                             |  | 2002                       |       
|                             |  |                            |       
|                             |  | (Unaudited)                |       
|Revenue                      |  |                            |       
|Business-to-business         |  | $                          | 791   
|Business-to-consumer         |  |                            | 412   
|Loan center                  |  |                            | 57    
|                             |  |                            |       
|Segment Revenue              |  |                            | 1,260 
|Corporate                    |  |                            | 3     
|                             |  |                            |       
|                             |  | $                          | 1,263 
|                             |  |                            |       
|Operating loss               |  |                            |       
|Business-to-business         |  |                            | (870  
|Business-to-consumer         |  |                            | (98   
|Loan center                  |  |                            | (145  
|                             |  |                            |       
|Segment operating loss       |  |                            | (1,113
|Corporate                    |  |                            | (742  
|                             |  |                            |       
|                             |  | $                          | (1,855
|                             |  |                            |       
|Capital expenditures         |  |                            |       
|Business-to-business         |  | $                          | 11    
|Business-to-consumer         |  |                            |      
|Loan center                  |  |                            |      
|                             |  |                            |       
|Segment Capital expenditures |  |                            | 11    
|Corporate                    |  |                            | 57    
|                             |  |                            |       
|                             |  | $                          | 68    
|                             |  |                            |       

|                            |  | March 312002 |        | December 312001 |  
|--------------------------- |  | ------------ | ------ | --------------- | -
|                            |  |              |        |                 |  
|                            |  | (Unaudited)  |        |                 |  
|Identifiable assets         |  |              |        |                 |  
|Segment Identifiable assets |  |              |        |                 |  
|Business-to-business        |  | $            | 13,082 |                 | $
|Business-to-consumer        |  |              | 6,541  |                 |  
|Loan center                 |  |              | 198    |                 |  
|                            |  |              |        |                 |  
|Segment Identifiable assets |  |              | 19,821 |                 |  
|Corporate                   |  |              | 10,550 |                 |  
|                            |  |              |        |                 |  
|                            |  | $            | 30,371 |                 | $
|                            |  |              |        |                 |  
|Long-lived assets           |  |              |        |                 |  
|Business-to-business        |  | $            | 351    |                 | $
|Business-to-consumer        |  |              | 157    |                 |  
|Loan center                 |  |              | 61     |                 |  
|                            |  |              |        |                 |  
|Segment long-lived assets   |  |              | 569    |                 |  
|Corporate                   |  |              | 641    |                 |  
|                            |  |              |        |                 |  
|                            |  | $            | 1,210  |                 | $
|                            |  |              |        |                 |  

---

FiNet.com, Inc. and SubsidiariesCONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
March 31, 2002

Note 7. Subsequent events

On April 23, 2002, FiNet signed a definitive agreement with RE Ventures and its shareholders to acquire RE Ventures, a company that owns assets formerly owned by RealEstate.com, Inc. The assets of RE Ventures include but are not limited to:

- The RealEstate.com domain name; and

- The intellectual property, computer equipment and other assets used to operate the RealEstate.com website.

Pursuant to the terms of this transaction, FiNet will issue 1,406,000 shares of its common stock as the initial consideration for the purchase of all of the stock of RE Ventures. In addition to the initial consideration, the RE Ventures shareholders may be eligible to receive a performance bonus of additional FiNet common stock two years after the closing of the acquisition as an earn out, depending on the financial performance of RE Ventures and the stock price of FiNet at the end of such period. The issuance of FiNets equity securities in connection with this acquisition and the related transaction terms are subject to the approval of FiNets shareholders.

On May 10, 2002 FiNet raised approximately an additional $1,700,000 in gross proceeds by issuing convertible preferred stock and warrants to purchase shares of FiNets common stock. This private placement resulted in the issuance of shares of preferred stock convertible into shares of FiNets common stock for a conversion price at or above fair market value and the issuance of warrants to purchase shares of FiNets common stock for an exercise price at or above fair market value, calculated based on the average closing price of FiNets common stock over the month preceding the closing of the transaction.

|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

Forward-looking statements

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements of our plans, objectives, expectations and intentions. Also, when we use words such as may, will, should, could, would, expects, anticipates, believes, plans, intends, estimates, is being or goal, or other variations of these words or comparable terminology, we are making forward-looking statements. You should note that many factors could affect our future financial results and could cause these results to differ materially from those expressed in our forward-looking statements. These forward-looking statements speak only as of the date of this report. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained in this report to reflect any change in our expectations or any change in events, conditions or circumstances on which any of our forward-looking statements are based.

Readers are cautioned that our actual results could differ materially from those indicated in such statements as a result of certain factors, including those set forth under Item 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsRisk Factors That May Affect Our Future Performance and elsewhere in our Annual Report on Form 10-K as of December 31, 2001.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements included herein, and our Annual Report on Form 10-K for the fiscal year ended December 31, 2001.

---

Results of Operations  Quarter ended March 31, 2002 compared to quarter ended March 31, 2001

Loan volumes

The loan origination for Monument Mortgages production units is summarized below (in thousands):

|                     |  | Three Months EndedMarch 31 |        |      |   |              | 
|-------------------- |  | -------------------------- | ------ | ---- | - | ------------ | 
|                     |  |                            |        |      |   |              | 
|                     |  | 2002                       |        | 2001 |   | Variance ($) | 
|                     |  |                            |        |      |   |              | 
|Segments             |  | (unaudited)                |        |      |   |              | 
|                     |  |                            |        |      |   |              | 
|Business-to-business |  | $                          | 42,528 |      | $ | 71,633       | 
|Business-to-consumer |  |                            | 28,911 |      |   | 41,055       | 
|Loan center          |  |                            | 4,027  |      |   |             | 
|                     |  |                            |        |      |   |              | 
|Total Loan Volume    |  | $                          | 75,466 |      | $ | 112,688      | 
|                     |  |                            |        |      |   |              | 

Total loan production volume decreased by $37.2 million, or 33%, to $75.5 million during the three months ended March 31, 2002 from $112.7 million for the three months ended March 31, 2001.

The business-to-business loan production volume decreased by $29.1 million, or 41%, to $42.5 million during the three months ended March 31, 2002 from $71.6 million for the three months ended March 31, 2001. This 41% decrease is the result of (i) intentionally decreased production so that a more efficient origination processes could be implemented and (ii) continued reorganization efforts from lower margin conforming loan products to higher margin Alternative-A (ALT-A) and sub-prime loan products.

The business-to-consumer loan production volume decreased by $12.1 million, or 30%, to $28.9 million during the three months ended March 31, 2002 from $41.1 million for the three months ended March 31, 2001. This decrease is the result of the winding down FiNets business-to-consumer operations in Pennsylvania slightly offset by the early stages of the creation and implementation of the Homeward Solutions business-to-consumer operations located at FiNets headquarters, in San Ramon, California.

The loan center loan production volume totaled $4.0 million for the three months ended March 31, 2002. The loan centers loan production was minor compared to the other two segments production due to the fact that the loan center segment of Monument Mortgage was not established until the third quarter of 2001.

Comparative results of operations

The following table summarizes the results of operations for the three months ended March 31, 2002 and 2001 (in thousands) as well as these results expressed as the dollar amount variance and the percentage variance from the three months ended March 31, 2001 to the three months ended March 31, 2002.

---

|                                                   |  | Three Months EndedMarch 31 |        |      |   |              |  
|-------------------------------------------------- |  | -------------------------- | ------ | ---- | - | ------------ | -
|                                                   |  |                            |        |      |   |              |  
|                                                   |  | 2002                       |        | 2001 |   | Variance ($) |  
|                                                   |  |                            |        |      |   |              |  
|                                                   |  | unaudited                  |        |      |   |              |  
|Revenues                                           |  | $                          | 1,263  |      | $ | 2,598        |  
|Cost of revenues                                   |  |                            | 1,270  |      |   | 1,644        |  
|                                                   |  |                            |        |      |   |              |  
|Gross profit (loss)                                |  |                            | (7     | )    |   | 954          |  
|Operating expenses                                 |  |                            |        |      |   |              |  
|General and administrative                         |  |                            | 1,502  |      |   | 2,625        |  
|Marketing and advertising                          |  |                            | 19     |      |   | 96           |  
|Depreciation and amortization                      |  |                            | 280    |      |   | 506          |  
|Other                                              |  |                            | 47     |      |   |             |  
|                                                   |  |                            |        |      |   |              |  
|Total expenses                                     |  |                            | 1,848  |      |   | 3,227        |  
|                                                   |  |                            |        |      |   |              |  
|Loss from operations                               |  |                            | (1,855 | )    |   | (2,273       | )
|Other income and expense:                          |  |                            |        |      |   |              |  
|Equity in loss of equity-method investee           |  |                            | (604   | )    |   |             |  
|Income from derivative instruments                 |  |                            | 30     |      |   |             |  
|Other interest income                              |  |                            | 10     |      |   | 10           |  
|                                                   |  |                            |        |      |   |              |  
|Loss before income taxes                           |  |                            | (2,419 | )    |   | (2,263       | )
|Income tax expense                                 |  |                            | 6      |      |   | 15           |  
|Cumulative effect of change in accouting principle |  |                            |       |      |   | (93          | )
|                                                   |  |                            |        |      |   |              |  
|Net loss available to common stockholders          |  | $                          | (2,425 | )    | $ | (2,371       | )
|                                                   |  |                            |        |      |   |              |  

Revenues include (i) net gain on
the sale of loans and servicing rights, recognized as the difference between the selling price of the loan and the carrying value of the
loan sold, (ii) fees charged for processing third-party loans, (iii) real estate fees charged for assisting in selling or buying real
estate and (iv) interest income generated from loans held for sale.

Revenues decreased by $1.3 million,
or 51%, to $1.3 million during the three months ended March 31, 2002 from $2.6 million for the three months ended March 31, 2001. This
decrease is attributable primarily to  (i) managements decision to lower loan production volume of its business-to-business segment,
(ii)
to focus on higher margin loan products such as the ALT-A and sub-prime loan products, and (iii) Monument Mortgage's standard revenue
 recognition policy that defers all lending related revenues received by its business-to-business segment until the related loans are
  sold.  During the three months ended March 31, 2002 and 2001, Monument Mortgage sold $26.7 million and $91.1 million of its mortgages
  held for sale, respectively.  As a result of its standard accounting deferment, revenues related to the sold loans decreased
   unproportionally to the amount of loans sold.  During the three months ended March 31, 2002, revenues only decreased by 51%,
   while loan settlements, the primary source of revenues are decreased by 71%.

Monument Mortgage expects to increase
 its loan production revenue and related revenues (i) through the planned expansion of Monument Mortgages three existing segments:
 business-to-business, business-to-consumer and loan center, (ii) through the origination of a high-margin loan product mix by the
 business-to-business segment, (iii) by providing an increased number of virtual loan centers to what we believe is a
 largely untapped market consisting of real estate agents, financial planners and insurance agents by the loan center segment, (iv)
  by building a new retail division focused on web-retail, fueled by the anticipated acquisition of the RealEstate.com website and
  (v) by entering into the real estate lead-generation market. FiNet cannot guarantee that the expected increase in production and
  revenues will be achieved.

Cost of revenues and gross margin

Certain loan origination costs and
other production costs attributable to loan inventory are included in Cost of revenues in FiNets Consolidated Statements
of Operations. Cost of revenues also includes (i) costs of personnel attributable to loan production, (ii) expenses recorded for
loan and receivables losses directly related to loans held for sale and for any possible future repurchase requests directly related to loans
 sold to investors, (iii) warehouse interest expenses, (iv) expenses directly related to loan origination, such as additional appraisals
  and desk reviews, (v) commissions paid to in-house sales personnel and (vi) other costs of production. Direct loan origination costs
  are deferred until the related loan is sold. Certain of these direct costs are included in Gain on sale of mortgage loans, and
  other origination related costs are included in Cost of revenues.

---

Cost of revenues decreased by $0.3 million,
 or 23%, to $1.3 million during the three months ended March 31, 2002 from $1.6 million for the three months ended March 31, 2001. The decrease in
 cost of revenues was due to the slight decrease in the two primary components of cost of revenues: warehouse interest expense and production-related
  personnel expenses.

As a result of its significantly
reduced revenues and only slightly decreased cost of revenues, gross margin decreased by $1.0 million, or 100%, to $0.0 million from $1.0
million. This decrease in gross revenues is partially attributed to the proportional decrease in the
amount of settlements compared to the amount of originations during the same period. Specifically,
during the three months ended March 31, 2002, Monument Mortgage only sold $26.7 million of its loan
production (i.e. only 35%) of its same period originations; whereas during the three months ended March
31, 2001. Monument Mortgage sold $91.1 million of it loan production (i.e. 85%) of its same period originations.
 Both as a percentage of revenues and in absolute, Monument Mortgage expects that its gross margin will increase during the rest of the year; however,
 FiNet cannot guarantee that the expected increase of its gross margin will be achieved.

FiNet expects that the cost of
revenues will increase proportionally to the expected increase in volume of mortgage loan transactions.

Operating expenses

General and administrative.General and administrative expenses consist primarily of (i) compensation paid to employees who are providing administrative
 support for FiNet and for Monument Mortgage, (ii) professional fees paid for legal, accounting and technology expertise and (iii)
  overhead-related expenses, such as rent and utilities.

Personnel costs and other general
and administrative costs decreased $1.1 million, or 43%, to $1.5 million for the three-month period ended March 31, 2002 from
 $2.6 million for the three-month ended March 31, 2001. The decrease can be primarily attributed to a significant decrease in
 employee headcount and a substantial decrease in professional fees paid, in particular in the areas of auditing and legal expenses.

Marketing and advertising.Marketing and advertising expenses decreased $0.08 million, or 80%, to $0.02 million for the three-month period ended
March 31, 2002 from $0.10 million for the three-month period ended March 31, 2001. Marketing and advertising expenses are
primarily comprised of expenses related to advertising and promotion of Monument Mortgages series of loan productions and the branding
of Homeward Solutions.

Depreciation and Amortization.Depreciation and amortization decreased $0.2 million, or 45%, to $0.3 million during the three months ended March 31, 2002 from $0.5
million in the three months ended March 31, 2001.

Other income and expense

Equity in Loss of Equity-Method
 Investee.Equity in loss of equity-method investee represents FiNets share of losses in CriticalPoint. Losses in the Equity-Method
 Investee totaled $0.6 million during the three months ended March 31, 2002. As losses in the Equity-Method Investee are recorded until the
 underlying investments are reduced to zero, FiNet expects that losses in the Equity-Method Investee will continue to decline, if no additional
 investment will be made.

Financial condition

Historically, FiNet has
experienced operating losses and has relied on external sources of debt and equity financing to fund operations, to service debt
and to make capital investments. FiNets stockholders equity decreased by $2.4 million, or 63% to $1.4 million at March 31,
2002 from $3.8 million at December 31, 2001. Stockholders equity decreased primarily due to FiNets and its subsidiaries' operating losses incurred
during the three months ended March 31, 2002 as well as from the record losses from FiNets criticalPoint investment .

Immediately available and
restricted cash decreased by $1.7 million, or 45%, to $2.1 million at March 31, 2002 from $3.8 million at December 31, 2001. Cash
was used for general operations and to fund mortgage origination activities by FiNets mortgage banking subsidiaries. Restricted
 cash decreased by $0.7 million, or 32%, to $1.5 million at March 31, 2002 from $2.2 million at December 31, 2001. FiNet deposited
 $0.1 million and obtained a certificate of deposit from its primary bank in accordance with Monument Mortgages agreements related
 to required surety bond coverage. FiNet also deposited $1.1 million into Monument Mortgages primary warehouse lenders bank in
 accordance with the terms of a warehousing agreement. Additionally, FiNets restricted cash balance included $0.2 million relating
 to a stand-by letter-of-credit required in connection with its San Ramon office lease.

Future improvements in results
of operations and financial condition depend on managements ability to significantly increase loan origination volumes, to increase
the percentage of higher margin loan products, to achieve highly efficient operations, to manage warehouse and operating expenses in
proportion to loan volume and

---

to efficiently implement its loan center and web-retail business plan. FiNets financial condition is further dependent on
 economic conditions such as the general health of the economy and demand for mortgage loans. There can be no assurances that FiNets
 financial condition or result of operations will improve.

Liquidity and capital resources

General.The nature of the
mortgage lending business requires Monument Mortgage to advance cash on a daily basis to fund newly originated loans. The majority of these
funds are provided either through conventional mortgage warehouse lines of credit or through the use of available cash balances. Additional
cash resources, obtained primarily through the private placement of FiNets common stock, are used to fund ongoing expenses such as
administration and marketing, to invest in product development, to satisfy debt and other obligations as they come due and to expand the business.

Adequate credit facilities and other
 sources of funding that permit Monument Mortgages business-to-business segment to fund mortgage loans are essential. Once the sale of
  loans is completed and the warehouse line of credit is repaid, the resulting increase of capital resources allows Monument Mortgage to close
  and fund additional loans. See Notes to Consolidated Financial Statements  Note 1. Organization and Summary of Significant Accounting
  Policies and Note 5. Borrowing Arrangements in FiNets Annual Report on Form 10-K for the fiscal year ended December 31, 2001
  for additional disclosure relating to warehouse and other lines of credit.

Operating activities.During
the three months ended March 31, 2002, operating activities, including general operating expenditures, repayment of warehouse borrowings and funding
 of new loans, used immediately available cash in the amount of $0.9 million. During the three months ended March 31, 2001, operating activities used
 immediately available cash of $0.3 million.

Investing activities.During
the three months ended March 31, 2002, investing activities, including the purchase of fixed assets, used a net cash amount of $68 thousand.
During the three months ended March 31, 2001, investing activities used a net cash amount of $10 thousand.

Financing activities. During
the three months ended March 31, 2002, financing activities, including proceeds from the issuance of FiNets Common Stock, provided cash
of $4 thousand.

To further strengthen its working
capital position, on May 10, 2002 FiNet completed a convertible preferred stock and warrant financing with a group of private and institutional
investors for gross proceeds of approximately $1.7 million. Certain investments made by FiNets officers and directors in connection with this
private placement are subject to approval by FiNets stockholders. With this most recent private offering, FiNet believes that its existing
cash balances and funds available under Monument Mortgages revolving warehouse facilities and loan purchase agreements will be sufficient
to meet FiNets liquidity requirements for the next 12 months. FiNet expects that it will not need to arrange for additional sources of
capital. If additional working capital will be needed, FiNet believes that it will be able to arrange to receive such capital. However,
 FiNet cannot guarantee that it will be able to obtain additional financing if so required. In the event FiNet requires, but is unable
 to obtain, additional financing, FiNets growth could slow or end, and its operations could be adversely affected or be terminated.

Potential for Nasdaq delisting

FiNet is subject to the requirements
for continued listing on the Nasdaq SmallCap Market, including a minimum bid price requirement of $1.00 per share. If the closing bid price
of FiNets common stock closes below $1.00 per share for 30 consecutive trading days, FiNet may receive notification from the Nasdaq
Stock Market (Nasdaq) that its Common Stock will be delisted from the Nasdaq SmallCap Market unless the stock closes at or
above $1.00 per share for at least 10 consecutive trading days during the 180-day period following such notification.

On February 14, 2002, FiNet was
notified by Nasdaq that FiNets Common Stock had failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive
 trading days as required for continued listing on the Nasdaq SmallCap Market as set forth in Marketplace Rule 4310 (c)(4). FiNet was
 provided 180 calendar days, or until August 13, 2002, to regain compliance by maintaining a stock price of at least $1.00 for a minimum
 of 10 consecutive trading days. If FiNet is not able to maintain a stock price of at least $1.00 for the required minimum number of days,
 it will be determined whether FiNet meets the initial criteria of Nasdaq Marketplace Rule 4310(c)(2)(A). The initial criteria states,
 among other things, that the issuer shall have either (i) stockholders equity of $5 million, (ii) market capitalization of $50
 million or (iii) net income of $750,000 in the most recently completed

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fiscal year or in two of the last three most recently completed fiscal years to be listed on the Nasdaq SmallCap
 Market. If FiNet is not able to maintain a stock price of at least $1.00 for a minimum of 10 consecutive trading days but is able to meet
 the initial listing criteria, Nasdaq has indicated that it will grant an additional 180 calendar day grace period to demonstrate compliance.

FiNet cannot guarantee that it will
be able to maintain a stock price of at least $1.00 for a minimum of 10 consecutive trading days before August 13, 2002, nor can FiNet
guarantee that it will be able to comply with any of the initial listing criteria of the Nasdaq SmallCap Market. See Risk Factors
 That May Affect Our Future Performance  If FiNets shares are delisted, the liquidity of FiNets shares of common stock
 could be impaired, and If FiNets shares of common stock are delisted, FiNets shares could become subject to the
 SECs Penny Stock Rule in FiNets Annual Report on Form 10-K for the fiscal year ended December 31, 2001.

|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

FiNet is exposed to a variety of
 market risks during the normal course of business relating to its mortgage operations and equity investment.

Mortgage operations.In the
normal course of its business, Monument Mortgage is exposed to risks common to companies in the mortgage banking industry, including certain
economic and regulatory risks such as: credit risk, interest rate risk, and repurchase risk.

Credit risk.Monument Mortgage
is substantially dependent on its mortgage finance partners and the termination of one or more of these relationships would adversely affect
FiNets business. Monument Mortgages business-to-business segment primarily funds and closes single-family mortgages. As a
non-depository mortgage banker, Monument Mortgage is dependent on specialized mortgage credit facilities to finance its mortgage lending
activities, including, as of March 31, 2002, a $20 million line of credit with its primary warehouse lender and a $10 million loan
purchase/participation agreement. Monument Mortgage expects that both of its funding arrangements will remain available to finance
its segments mortgage lending activities and be able to gain access to additional lines of credit, if needed; however, there is no
certainty that this lending relationship, or any other current relationships will continue or Monument Mortgage will be able to obtain
any new credit facilities. If Monument Mortgages warehouse line of credit or loan purchase/participation agreements becomes
unavailable or diminished, the reduction in Monument Mortgages borrowing ability could have a material adverse affect on FiNets
results of operations and financial conditions.

Interest rate risk.Monument
Mortgages commitments to extend credit (pipeline loans) for which interest rates were committed to borrowers, subject to loan approval,
 totaled approximately $11,749,000 and $4,047,000 as of March 31, 2002 and December 31, 2001, respectively. Until a rate commitment is extended
 to a borrower, there is no interest rate risk to Monument Mortgage. If market interest rates rise between the time the commitment is made to
 originate a loan at a specific rate and the time such loans are priced for sale, the market price of the loan declines, resulting in a loss
 on the sale of the loan. Monument Mortgage is also subject to risks associated with increased interest rates, to the extent that in a rising
  interest rate environment, a decrease in loan production may be experienced, that may negatively impact operations.

To protect against such losses,
the business-to-business segment of Monument Mortgage attempts to manage its interest rate risk exposure by selling the majority of loans
funded within 15 days of funding and by utilizing hedging transactions using forward whole-loan sales to stabilize the sales price of loans
the business-to-business segment of Monument Mortgage expects to fund and sell. Forward sale commitments are sales of loans with settlement
dates more than five days in the future. Before entering into hedging transactions, an analysis is made of the loans with committed interest
rates. This analysis includes taking into account such factors as the estimated portion of such loans that will ultimately be funded, note
rate, interest rates, inventory of loans and applications, and other factors to determine the amount of the forward commitment and the type
of hedging transaction. Monument Mortgage had mandatory and optional (best efforts) forward commitments with institutions that it believes
are sound credit risks at March 31, 2002 and at December 31, 2001 aggregating $12,089,000 and $9,962,000 respectively. These commitments
covered some of the market risk associated with the mortgage loans held for sale to investors of $24,948,000, and $9,260,000 as of March 31, 2002
and December 31, 2001, respectively, and the pipeline loans for which interest rates were committed of $11,749,000 and $4,047,000, respectively.

Repurchase risk.Monument
Mortgage makes representations and warranties relating to credit information, loan documentation and collateral. To the extent that such
representations and warranties are determined to be inaccurate, or

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there are early payment defaults, Monument Mortgage may be required to repurchase the loans or indemnify the
 purchasers for any losses. Monument Mortgage did not repurchase any loans during the three months ended March 31, 2002 and repurchased
  one loan for $127,000 during the three months ended March 31, 2001. The loan repurchased during the three months ended March 31, 2001,
  was sold during the three months ended March 31, 2002 with an approximate loss of $13,000.

Investment risk.As of
March 31, 2002, FiNets recorded basis in its CriticalPoint equity method investment was $1,703,000, including warrants carried at
fair value. FiNet regularly, reviews the carrying value of this equity method investment, and performs a review for certain circumstances
which may indicate whether a decline in the fair value of the investment has resulted in a fair value below FiNets recorded basis
and whether any decline is other-than-temporary. During the three months ended March 31, 2002, FiNet recorded $604,000 as equity in loss
of its CriticalPoint investment and $39,000 as valuation losses on warrants received in connection with this equity-method investment.

Factors affecting operating results

The following risk factors could
also, among other things, cause future results to differ substantially from past results or those anticipated in any forward-looking
statements throughout this document:

- The degree of success in integrating the anticipated purchase of RealEstate.com  into
 its subsidiaries current operations, subject to the approval of FiNets stockholders.

- FiNets level of success entering into the lead-generation market through its anticipated subsidiary,
 RealEstate.com, subject to the approval of FiNets stockholders.

- The degree of Monument Mortgages success in executing its growth plans for its three business segments.

- The level of demand for mortgage loans, which can be affected by the level of interest rates, the strength
of the economy and the demographics of California, which is Monument Mortgages primary lending market.

- The degree of Monument Mortgages success in differentiating itself from competition and the actions
undertaken by its competitors, many of which may have lower cost of funds to operate.

- The availability of funds from Monument Mortgages credit facilities to finance mortgage lending
 activities.

- The level of loan repurchase requests received by Monument Mortgages business-to-business segment,
 which is highly correlated with the level of loan loss reserves Monument Mortgage is required to maintain.

- The degree of success in managing derivative instruments and hedging activities, which may cause increased
volatility in FiNets earnings.

- The degree of success FiNets Equity-Method Investee gains market share in the natural language
querying market.

PART II.   OTHER INFORMATION

|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------

See Part I, Item 1 Notes
to Consolidated Financial StatementsNote 4. Commitments and Contingencies for material developments in previously reported
 legal proceedings.

|ITEM 2. | CHANGES IN SECURITIES AND USE OF PROCEEDS
|------- | -----------------------------------------

None.

|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES
|------- | -------------------------------

None.

|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------

None.

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|ITEM 5. | OTHER INFORMATION
|------- | -----------------

None.

|ITEM 6. | EXHIBITS AND REPORTS ON FORM 8-K
|------- | --------------------------------

(a)   Exhibits:

| | 10.1 |  | Master Mortgage Loan Purchase Agreement dated as of March 14, 2002 between Monument Mortgage, Inc., subsidiary
of the registrant, and Gateway Bank, a Federal Savings Bank.
| | ---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)   Reports
on Form 8-K:



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SIGNATURES

Pursuant to the
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
 to be signed on its behalf by the undersigned, thereunto duly authorized.

| |  | FINET.COM, INC.
| |  | ---------------
| |  | By:            
| |  |                
| |  |                

Pursuant to the requirements of
the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.

|Signature              |  | Office                                                 |  | Date        
|---------------------- |  | ------------------------------------------------------ |  | ------------
|                       |  |                                                        |  |             
|/s/ Eva NoackEva Noack |  | Treasurer (Principal Financial and Accounting Officer) |  | May 15, 2002
|                       |  |                                                        |  |             

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