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

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                   ------------------------------------------
                                AMENDMENT NO. 1
                                       TO
                                    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 December 31, 1999

                                       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 0-27215

                              PAWNBROKER.COM, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         DELAWARE                                      33-0794473
---------------------------------           ------------------------------------
  (State or Other Jurisdiction              (I.R.S. Employer Identification No.)
of Incorporation or Organization)


                              85 Keystone, Suite F
                                  Reno, Nevada
                                      89503
--------------------------------------------------------------------------------
                    (Address of principal executive offices)


                                 (775) 332-5048
              (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 No ------ -------

    The number of outstanding common shares, no par value, of the Registrant
                       at December 31, 1999 was 16,914,750

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


<PAGE>


                              PAWNBROKER.COM, INC.

                             INDEX TO THE FORM 10-Q

                For the quarterly period ended December 31, 1999

<TABLE>
                                                                                                    Page
                                                                                                    ----
<S>                                                                                                    <C>
PART I -    FINANCIAL INFORMATION

 ITEM 1.    FINANCIAL STATEMENTS

            Consolidated Balance Sheets..............................................................F-2

            Consolidated Statements of Operations....................................................F-3

            Consolidated Statements of Cash Flows....................................................F-4

            Consolidated Statements of Changes in Stockholder's Equity ..............................F-5

            Notes to the Consolidated Financial Statements...........................................F-6

 ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS........................................................3

 ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.................................12

PART II -   OTHER INFORMATION

 ITEM 1.    LEGAL PROCEEDINGS ........................................................................12

 ITEM 2.    CHANGES IN SECURITIES AND USE OF PROCEEDS.................................................12

 ITEM 3.    DEFAULTS UPON SENIOR SECURITIES ..........................................................12

 ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.......................................12

 ITEM 5.    OTHER INFORMATION.........................................................................12

 ITEM 6.    Exhibits and Reports on Form 8-K..........................................................12

SIGNATURES  ..........................................................................................13

</TABLE>








<PAGE>



PART I -  FINANCIAL INFORMATION

        ITEM 1.  FINANCIAL STATEMENTS

                              PAWNBROKER.COM, INC.

                       (formerly Digital Sign Corporation)

                          (A Development Stage Company)

                        CONSOLIDATED FINANCIAL STATEMENTS

                      (Unaudited - Prepared by Management)

                                DECEMBER 31, 1999












                                      F-1
<PAGE>
PAWNBROKER.COM, INC.
(formerly Digital Sign Corporation)
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
(Unaudited - Prepared by Management)
AS AT DECEMBER 31, 1999
================================================================================

<TABLE>
<S>                                                                                     <C>
ASSETS
Current
    Cash                                                                                $      917,367
    Employee advances                                                                              900
    Prepaid expenses                                                                             2,206
                                                                                        --------------
                                                                                               920,473

Deposit                                                                                          1,313

Capital assets (Note 4)                                                                        379,327

Domain name (Note 5)                                                                           100,695
                                                                                        --------------
                                                                                        $    1,401,808
=======================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
    Accounts payable and accrued liabilities                                            $      176,123
                                                                                        --------------
Stockholders' equity
    Capital stock (Note 7)
       Authorized
              20,000,000  preferred stock with a par value of $0.00001
              50,000,000  common stock with a par value of $0.00001
       Issued and outstanding
          December 31, 1999 - 16,914,750 common shares                                             170
    Additional paid-in capital                                                               3,086,149
    Deficit accumulated during the development stage                                        (1,860,634)
                                                                                        --------------
                                                                                             1,225,685

                                                                                        $    1,401,808
=======================================================================================================
</TABLE>


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




                                      F-2
<PAGE>

PAWNBROKER.COM, INC.
(formerly Digital Sign Corporation)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited - Prepared by Management)
================================================================================

<TABLE>

                                                                                 Cumulative
                                                                               Amounts From
                                                                                February 5,
                                                                                       1999       Nine Month     Three Month
                                                                            (Incorporation)     Period Ended    Period Ended
                                                                            to December 31,     December 31,    December 31,
                                                                                       1999             1999            1999
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>               <C>              <C>
OPERATING EXPENSES
    Amortization                                                             $      151,026    $    151,026     $     80,901
    Contract services                                                               158,868         158,868           75,136
    Consulting                                                                        9,709           9,709                -
    General and administrative                                                      121,215         121,215           82,146
    Management salaries and wages                                                   223,129         223,129          140,330
    Marketing and related expenses                                                  213,635         213,635           50,985
    Meals and entertainment                                                          19,841          19,841           14,571
    Professional fees                                                               114,998         114,998           80,213
    Promotion                                                                        72,677          72,677           36,851
    Rent                                                                            110,646         110,646           76,268
    Salary and wages                                                                321,840         321,840          227,483
    Advertising and related expense                                                 116,162         116,162          104,646
    Shareholder information and transfer agent fees                                  17,298          17,298              183
    Telephone                                                                        41,771          41,771           24,950
    Travel and related                                                              205,566         205,566          139,807
                                                                          -----------------  --------------   --------------
                                                                                 (1,898,381)     (1,898,381)      (1,134,470)

OTHER ITEM
    Interest income                                                                  37,747          37,747           15,517
                                                                          -----------------  --------------   --------------

Loss for the period                                                          $   (1,860,634)   $ (1,860,634)    $ (1,118,953)
=============================================================================================================================

Basic and diluted loss per common share (Note 3)                             $            -    $      (0.13)    $      (0.07)
=============================================================================================================================
Weighted average shares outstanding                                                       -      14,866,445       16,914,750
=============================================================================================================================
</TABLE>



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




                                      F-3
<PAGE>

PAWNBROKER.COM, INC.
(formerly Digital Sign Corporation)
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited - Prepared by Management)
================================================================================

<TABLE>
                                                                                    Cumulative
                                                                                  Amounts From
                                                                                   February 5,
                                                                                          1999       Nine Month
                                                                               (Incorporation)     Period Ended
                                                                               to December 31,     December 31,
                                                                                          1999             1999
----------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Loss for the period                                                         $   (1,860,634)   $  (1,860,634)
    Item not affecting cash:
       Amortization                                                                    151,026          151,026

    Net change in non-cash working capital items:
       Increase in employee advances                                                      (900)            (900)
       Increase in prepaid expenses                                                     (2,206)          (2,206)
       Increase in deposit                                                              (1,313)          (1,313)
       Increase in accounts payable and accrued liabilities                            170,935          170,935
                                                                               ---------------  ---------------

    Net cash used in operating activities                                           (1,543,092)      (1,543,092)
                                                                               ---------------  ---------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of capital assets                                                        (506,048)        (506,048)
    Purchase of domain name                                                           (125,000)        (125,000)
    Acquisition of cash on purchase of subsidiary                                        8,007            8,007
                                                                               ---------------  ---------------

    Net cash used in investing activities                                             (623,041)        (623,041)
                                                                               ---------------  ---------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from issuance of common stock                                           3,083,500        3,003,000
                                                                               ---------------  ---------------

    Net cash provided by financing activities                                        3,083,500        3,003,000
                                                                               ---------------  ---------------

Change in cash position for the period                                                 917,367          836,867

Cash position, beginning of period                                                           -           80,500
                                                                               ---------------  ---------------

Cash position, end of period                                                    $      917,367    $     917,367
================================================================================================================
</TABLE>

Supplemental disclosure with respect to cash flows (Note 8)


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



                                      F-4
<PAGE>

PAWNBROKER.COM, INC.
(formerly Digital Sign Corporation)
(A Development Stage Company)
(Unaudited - Prepared by Management)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
================================================================================

<TABLE>


                                                                                                       Deficit
                                                                                                   Accumulated
                                                            Common Stock             Additional     During the          Total
                                                     -------------- -------------       Paid-in    Development  Stockholders'
                                                            Shares        Amount        Capital          Stage         Equity
------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>         <C>           <C>            <C>            <C>
Balance, February 5, 1999                                        -     $       -     $        -    $         -     $        -

    Common stock issued for cash                         8,500,000            85         80,415              -         80,500
                                                     -------------  ------------  -------------  -------------  -------------

Balance, March 31, 1999                                  8,500,000            85         80,415              -         80,500

    Capital stock of Pawnbroker.com, Inc. at
       April 6, 1999                                     1,124,750            12         26,256              -         26,268

    Deficit of Pawnbroker.com, Inc. at
       April 6, 1999                                             -             -        (23,261)             -        (23,261)

    Common stock issued pursuant to the
       acquisition of Pawnbroker.com, Inc.
       (Nevada) (Note 6)                                 6,240,000            62              -              -             62

    Common stock issued for cash                         1,300,000            13      3,002,987              -      3,003,000

    Share cancellation                                    (250,000)           (2)          (248)             -           (250)

    Loss for the period                                          -             -              -     (1,860,634)    (1,860,634)
                                                     -------------  ------------  -------------  -------------  -------------

Balance, December 31, 1999                              16,914,750     $     170     $3,086,149    $(1,860,634)   $ 1,225,685
==============================================================================================================================

</TABLE>




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





                                      F-5
<PAGE>
PAWNBROKER.COM, INC.
(formerly Digital Sign Corporation)
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited - Prepared by Management)
DECEMBER 31, 1999
================================================================================


1.   ORGANIZATION OF THE COMPANY

     Digital Sign  Corporation  ("the  Company"),  a Delaware  corporation,  was
     incorporated on February 13, 1998. On February 14, 1998, the Company issued
     100,000 (25,000  post-consolidation)  common shares at par value for all of
     the issued and outstanding  shares of Digital Signs, Inc. On April 6, 1999,
     the  Company  acquired  all of the issued and  outstanding  shares of Eriko
     Internet  Inc. in exchange for  34,000,000  (8,500,000  post-consolidation)
     common  shares  of  the  Company.   On  September  10,  1999,  the  Company
     consolidated its issued and outstanding shares of common stock on a four to
     one basis,  from 38,499,000  issued and outstanding to 9,624,750 issued and
     outstanding.  Effective  June 14,  1999,  the Company  acquired  all of the
     issued  and   outstanding   shares  of   Pawnbroker.com,   Inc.  (a  Nevada
     corporation),  in exchange for 6,240,000  common shares of the Company.  On
     June 10, 1999, the Company changed its name to Pawnbroker.com, Inc.

     These  financial  statements  contain  the  financial  statements  of Eriko
     Internet Inc.  ("Eriko"),  Pawnbroker.com,  Inc.,  Digital Signs,  Inc. and
     Pawnbroker.com,  Inc. (a Nevada  Corporation)  presented on a  consolidated
     basis. On April 6, 1999,  Pawnbroker.com,  Inc.  acquired all of the issued
     and outstanding  share capital of Eriko by issuing  8,500,000 common shares
     (Note  6).  As a result  of the share  exchange,  control  of the  combined
     companies  passed to the former  shareholders of Eriko.  This type of share
     exchange has been accounted for as a capital  transaction  accompanied by a
     recapitalization   of  Eriko.   Recapitalization   accounting   results  in
     consolidated   financial   statements   being  issued  under  the  name  of
     Pawnbroker.com,  Inc.,  but are considered a  continuation  of Eriko.  As a
     result,  the financial  statements  presented  represent  the  consolidated
     financial  position of the above  Companies as at December 31, 1999 and the
     results of operations of Eriko for the nine month period ended December 31,
     1999 and the period from February 5, 1999  (incorporation)  to December 31,
     1999 and the results of operations and cash flows of Pawnbroker.com,  Inc.,
     Pawnbroker.com,  Inc.  (Nevada)  and Digital  Signs Inc.  from their deemed
     dates of acquisition during the period. The number of shares outstanding at
     December 31, 1999 as presented are those of Pawnbroker.com, Inc.

     The Company is a development stage  electronic-commerce  company created to
     provide retail  customers  with the ability to search for and acquire,  via
     the Internet,  merchandise  in inventories  of pawnshops  throughout  North
     America.

     In the  opinion of  management,  the  accompanying  consolidated  financial
     statements  contain all adjustments  necessary  (consisting  only of normal
     recurring accruals) to present fairly the financial  information  contained
     therein.  These  statements  do not  include  all  disclosures  required by
     generally accepted accounting  principles and should be read in conjunction
     with the  audited  financial  statements  of the Company for the year ended
     March 31, 1999.  The results of operations  for the nine month period ended
     December  31,  1999 are not  necessarily  indicative  of the  results to be
     expected for the year ending March 31, 2000.

2.   GOING CONCERN

     The  Company's  financial  statements  are  prepared  using  the  generally
     accepted  accounting  principles  applicable  to  a  going  concern,  which
     contemplates  the  realization of assets and  liquidation of liabilities in
     the normal course of business.  However,  the Company has no current source
     of revenue. Without realization of additional capital, it would be unlikely
     for the Company to continue as a going concern.  It is management's plan in
     this regard to obtain additional working capital through equity financings.

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

                                                                   December 31,
                                                                           1999

     --------------------------------------------------------------------------
     Deficit accumulated during the development stage           $   (1,860,634)
     Working capital                                                   744,350
     ==========================================================================



                                      F-6
<PAGE>

PAWNBROKER.COM, INC.
(formerly Digital Sign Corporation)
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited - Prepared by Management)
DECEMBER 31, 1999
================================================================================


3.   SIGNIFICANT ACCOUNTING POLICIES

     Principles of consolidation

     The  consolidated   financial  statements  include   Pawnbroker.com,   Inc.
     (formerly  Digital Sign  Corporation)  and its  wholly-owned  subsidiaries,
     Digital Signs, Inc., Eriko Internet Inc. and Pawnbroker.com, Inc. (a Nevada
     corporation).  All significant inter-company balances and transactions have
     been eliminated in consolidation.

     Revenue recognition

     The Company will recognize  revenue from  transaction  fees charged to pawn
     shops when  completion of the sale of the related item has occurred and the
     Company  has  received  its  portion of the sales  proceeds  released  from
     escrow.

     Use of estimates

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that  affect the  reported  amount of assets and  liabilities,
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and the  reported  amount of revenues  and  expenses
     during the period. Actual results could differ from these estimates.

     Cash and cash equivalents

     The Company  considers all  investments  with a maturity of three months or
     less to be cash equivalents.

     Loss per share

     Earnings per share are provided in accordance  with  Statement of Financial
     Accounting  Standards No. 128,  "Earnings Per Share".  Due to the Company's
     simple capital structure,  with only common stock  outstanding,  only basic
     loss per share  must be  presented.  Basic  loss per share is  computed  by
     dividing losses  available to common  stockholders by the weighted  average
     number of common shares outstanding during the period.

     Income taxes

     Income  taxes are  provided  in  accordance  with  Statement  of  Financial
     Accounting Standards No. 109, "Accounting for Income Taxes". A deferred tax
     asset or  liability  is  recorded  for all  temporary  differences  between
     financial and tax reporting and net operating loss carryforwards.  Deferred
     tax  expenses  (benefit)  results  from the net  change  during the year of
     deferred tax assets and liabilities.

     Deferred  tax assets are  reduced by a  valuation  allowance  when,  in the
     opinion of management,  it is more likely than not that some portion or all
     of the deferred  tax assets will not be  realized.  Deferred tax assets and
     liabilities  are  adjusted for the effects of changes in tax laws and rates
     on the date of enactment.




                                      F-7
<PAGE>
PAWNBROKER.COM, INC.
(formerly Digital Sign Corporation)
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited - Prepared by Management)
DECEMBER 31, 1999
================================================================================


3.   SIGNIFICANT ACCOUNTING POLICIES (cont'd...)

     Accounting for derivative instruments and hedging activities

     In  September  1998,  the  Financial   Accounting  Standards  Board  issued
     Statement  of  Financial   Accounting   Standards  No.  133  ("SFAS  133"),
     "Accounting  for  Derivative  Instruments  and  Hedging  Activities"  which
     establishes  accounting and reporting standards for derivative  instruments
     and for hedging  activities.  SFAS 133 is effective for all fiscal quarters
     of fiscal  years  beginning  after June 15,  1999.  In June 1999,  the FASB
     issued SFAS 137 to defer the effective date of SFAS 133 to fiscal  quarters
     of fiscal  years  beginning  after  June 15,  2000.  The  Company  does not
     anticipate  that the  adoption  of the  statement  will have a  significant
     impact on its financial statements.

     Stock-based compensation

     Statement  of  Financial  Accounting  Standards  No. 123,  "Accounting  for
     Stock-Based  Compensation,"  encourages, but does not require, companies to
     record  compensation cost for stock-based  employee  compensation  plans at
     fair value. The Company has chosen to account for stock-based  compensation
     using  Accounting  Principles  Board Opinion No. 25,  "Accounting for Stock
     Issued to Employees."  Accordingly, compensation  cost for stock options is
     measured as the excess, if any, of the quoted market price of the Company's
     stock at the date of the grant over the amount an  employee  is required to
     pay for the stock.

     Comprehensive income

     The Company has adopted Statement of Financial Accounting Standards No. 130
     ("SFAS 130"), "Reporting  Comprehensive Income." This statement establishes
     rules for the reporting of  comprehensive  income and its  components.  The
     adoption  of SFAS 130 had no  impact  on total  stockholders'  equity as of
     December 31, 1999.

     Software development

     The  Company  has  adopted   Statement  of  Position   98-1  ("SOP  98-1"),
     "Accounting  for the Costs of Computer  Software  Developed or Obtained for
     Internal Use," as its accounting policy for internally  developed  computer
     software  costs.  Under SOP 98-1,  computer  software costs incurred in the
     preliminary  development stage are expensed as incurred.  Computer software
     costs incurred during the application development stage are capitalized and
     amortized over the software's estimated useful life.

     Capital assets

     Capital assets will be recorded at cost less accumulated depreciation.  The
     cost of capital  assets is depreciated  over the estimated  useful lives of
     the related assets.  Depreciation  is computed on the Modified  Accelerated
     Cost Recovery System (MACRS) method for both financial reporting and income
     tax purposes.

     Domain names

     The cost of domain name rights will be amortized over 3 years from the date
     of commencement of operations.

     Advertising costs

     The Company recognizes advertising expenses in accordance with Statement of
     Position  98-7,  "Reporting on  Advertising  Costs".  As such,  the Company
     expenses the cost of  communicating  advertising in the period in which the
     advertising space or airtime is used.



                                      F-8
<PAGE>
PAWNBROKER.COM, INC.
(formerly Digital Sign Corporation)
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited - Prepared by Management)
DECEMBER 31, 1999
================================================================================


4.   CAPITAL ASSETS
<TABLE>
        =========================================================================================
                                                                      Accumulated             Net
                                                              Cost    Depreciation     Book Value
        -----------------------------------------------------------------------------------------
        <S>                                           <C>             <C>             <C>
        Furniture and fixtures                        $    49,978     $     4,238     $    45,740
        Equipment and software                            456,070         122,483         333,587
                                                      ------------    -----------     -----------
                                                      $   506,048     $   126,721     $   379,327
        =========================================================================================
</TABLE>

5.   DOMAIN NAME

        ===================================================================
                                                              December 31,
                                                                      1999
        -------------------------------------------------------------------
        Domain name                                         $      125,000
        Accumulated amortization                                    24,305
                                                            --------------
                                                            $      100,695
        ===================================================================

6.   BUSINESS COMBINATIONS

     Eriko Internet Inc.

     On April 6, 1999,  Pawnbroker.com,  Inc. ("Pawnbroker") acquired all of the
     issued and outstanding share capital of Eriko Internet Inc.  ("Eriko").  As
     consideration,  Pawnbroker issued 8,500,000 shares. Legally,  Pawnbroker is
     the parent of Eriko.  However,  as a result of the share exchange described
     above,  control of the combined companies passed to the former shareholders
     of Eriko. This type of share exchange,  has been accounted for as a capital
     transaction  accompanied  by a  recapitalization  of  Eriko  rather  than a
     business combination.  Accordingly, the net assets of Eriko are included in
     the  balance  sheet at book  values,  with  the net  assets  of  Pawnbroker
     recorded at fair market value at the date of acquisition.  The revenues and
     expenses and assets and liabilities  reflected in the financial  statements
     prior to the date of acquisition  are those of Eriko.  Revenue and expenses
     or assets and  liabilities  incurred  subsequent to the date of acquisition
     include the accounts of Pawnbroker.

     The  cost of an  acquisition  should  be  based  on the  fair  value of the
     consideration given, except where the fair value of the consideration given
     is not clearly  evident.  In such a case,  the fair value of the net assets
     acquired is used.

     At April 6,  1999,  Pawnbroker  was  inactive  with a thin  market  for its
     shares,  making it  impossible  to estimate the actual  market value of the
     8,500,000 common shares.  Therefore,  the cost of the acquisition,  $3,007,
     has been determined by the fair value of Pawnbroker 's net assets.

     The total purchase price of $3,007 was allocated as follows:

      Current assets                                              $       8,007
      Accounts payable and accrued liabilities                           (5,000)
                                                                  -------------
                                                                  $       3,007




                                      F-9
<PAGE>
PAWNBROKER.COM, INC.
(formerly Digital Sign Corporation)
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited - Prepared by Management)
DECEMBER 31, 1999
================================================================================


6.   BUSINESS COMBINATIONS (cont'd...)

     Pawnbroker.com, Inc. (Nevada)

     On June 14, 1999,  Pawnbroker  acquired  all of the issued and  outstanding
     share capital of Pawnbroker.com,  Inc., a Nevada  corporation  ("Pawnbroker
     -Nevada"). As consideration, Pawnbroker issued 6,240,000 common shares at a
     deemed value of $62,  equal to the par value of the shares  issued.  As the
     acquisition of Nevada was deemed to be from a promoter of  Pawnbroker,  the
     purchase  has been  recorded  at the  historical  cost of the net assets of
     Nevada, which approximate the par value of the shares issued.

7.   CAPITAL STOCK

     On May 19, 1999, a shareholder of Pawnbroker  surrendered 250,000 shares of
     common  stock  which were  initially  issued as a part of the total  shares
     issued  for the  acquisition  of Eriko  Internet  Inc.  Capital  stock  and
     contributed  surplus  have  been  reduced  by $2 and $248  respectively  to
     eliminate the values initially recorded on issuance.

     During the nine month period ended  December 31, 1999,  the Company  issued
     1,300,000  units through a private  placement at a price of $2.31 per unit,
     for total  proceeds of  $3,003,000.  Each unit consists of one common share
     and one-half of a share purchase  warrant.  One full share purchase warrant
     entitles  the holder to acquire one  additional  common share at a price of
     $2.31 per share until June 23, 2000 and at a price of $2.90 per share until
     June 23, 2001.

8.   SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

    ========================================================================
                                                               December 31,
                                                                       1999
    ------------------------------------------------------------------------
    Cash paid for income taxes                               $           -
    Cash paid for interest                                               -
    ========================================================================

     Non-cash  investing  and  financing  transactions  during the  period  from
     February 5, 1999 to December 31, 1999 were as follows:

     a)   The Company issued  8,500,000 shares of common stock at a deemed value
          of  $3,007  to  acquire  100% of the  outstanding  of  shares of Eriko
          Internet Inc.

     b)   The Company issued  6,240,000 shares of common stock at a deemed value
          of   $62   to   acquire   100%   of   the   outstanding    shares   of
          Pawnbroker.com-Nevada.

     c)   The Company  received  250,000 shares of common stock for cancellation
          at a deemed  value of $250,  of which  amount is  included in accounts
          payable.



                                      F-10
<PAGE>

PAWNBROKER.COM, INC.
(formerly Digital Sign Corporation)
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited - Prepared by Management)
DECEMBER 31, 1999
================================================================================


9.   COMMITMENTS

     a)   On June 25,  1999,  the  Company  entered  into a one-year  consulting
          agreement commencing on July 1, 1999, whereby the Company is obligated
          to pay  $20,000 per month.  The first  month's fee was due and payable
          upon execution of the agreement. The Company further agreed to pay the
          consultant  $100,000  (paid)  upon  execution  of  the  agreement.  In
          addition,  the consultant  will be granted 400,000 options to purchase
          common shares of the Company,  exercisable  at the market price,  post
          reverse  stock  split  on the  first  day  of  trading  of  the  newly
          consolidated  shares,  for a  period  of one  year  from  the  date of
          execution  of the  agreement.  Of these  options,  250,000  will  vest
          immediately  upon board approval,  the remaining  150,000 options will
          vest in equal  amounts  of 50,000  for each  successful  financing  of
          $5,000,000.

     b)   The  Company  has formed a stock  option plan under which it may grant
          stock  options  to acquire  up to a total of  2,000,000  shares of the
          Company's  common  stock,  at a price  to be  determined  by the  plan
          administrator. To date, no options have been granted under the plan.

10.  SHARE PURCHASE WARRANTS

     As of  December  31,  1999,  there were  650,000  share  purchase  warrants
     outstanding to acquire one additional  common share at a price of $2.31 per
     share  until June 23, 2000 and at a price of $2.90 per share until June 23,
     2001.  See "Note 12.  Subsequent Events."

11.  RELATED PARTY TRANSACTION

     During the nine month  period ended  December  31,  1999,  the Company paid
     management  salaries and wages of $223,129 to officers and directors of the
     Company.

12.  SUBSEQUENT EVENTS

     In  February  2000,  the  Company  issued  650,000  shares of common  stock
     pursuant to the exercise of share purchase warrants at a price of $2.31 per
     share for gross proceeds to the Company of $1,501,500.









                                      F-11
<PAGE>

ITEM 2:   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS

Certain   statements  and  information   contained  in  this  Report  constitute
forward-looking  statements  within the meaning of Section 21E of the Securities
Exchange Act of 1934. Such forward-looking  statements involve known and unknown
risks,  uncertainties  and other  factors  that may cause  our  actual  results,
performance  or  achievements,  or  developments  in  our  industry,  to  differ
materially from the anticipated results,  performance or achievements  expressed
or implied by such forward-looking statements. Such factors include, but are not
limited to: our limited operating history,  history of losses,  risks associated
with the development of technologies,  risks involving the management of growth,
risks associated with the Internet,  competition,  product development risks and
risks of  technological  change,  dependence  on selected  vertical  markets and
third-party  marketing  relationships,  our ability to protect its  intellectual
property rights and the other risks and uncertainties detailed in our Securities
and Exchange Commission filings, including our Registration Statement on Form 10
filed with the  Securities  and Exchange  Commission on November 3, 1999.  "We,"
"our,"  "us"  and  the  "Company"   refer  to   Pawnbroker.com,   Inc.  and  our
subsidiaries.

Overview

We, Pawnbroker.com, Inc., were incorporated in the State of Delaware on February
13, 1998 under the name "Digital  Sign  Corporation"  with an  authorized  share
capital of 70,000,000 shares consisting of 20,000,000  Preferred shares of a par
value of $0.00001  each and  50,000,000  Common shares of a par value of $0.0001
each.

On April 6, 1999, we acquired all of the issued and outstanding shares of common
stock of Eriko Internet Inc., a Washington  corporation  engaged in the business
of developing  Internet  technologies,  pursuant to a statutory  share  exchange
under the laws of the state of Washington.  Our transaction  with Eriko Internet
Inc. was considered a merger of  non-operating  entities with nominal assets and
Eriko  Internet  Inc.  is  deemed  to be the  surviving  entity  for  accounting
purposes.

On May 14,  1999,  we  acquired  all of the  issued  and  outstanding  shares of
Pawnbroker  (Nevada).  Pawnbroker  (Nevada) was a shell  company with no assets,
liabilities,  revenues or expenses.  After we acquired Pawnbroker  (Nevada),  we
undertook  the process of designing,  building and  operating an  Internet-based
electronic-commerce  Web site to provide  retail  customers  with the ability to
search  for and  acquire,  via  the  Internet,  merchandise  in  inventories  of
pawnshops throughout North America. At the time we acquired Pawnbroker (Nevada),
our operations were insignificant.

The financial  statements  filed with our quarterly  report on Form 10-Q and our
management's  discussion  and  analysis of  financial  condition  and results of
operation are for the period from April 1, 1999 to December 31, 1999.

Our Business

We are in the development stage, which means we are in the process of developing
our business and have no revenues from our operations and have not generated any
profits. We intend to launch a web site designed to facilitate two distinct, yet
related, types of transactions activities over the Internet:

     o    Business-to-Consumer:  We intend to facilitate the sale of items owned
          by pawnshops to retail  consumers by providing online retail customers
          with a fundamentally  new way to search for and buy  merchandise  from
          the inventories of pawnshops throughout North America.

     o    Business-to-Business:  We intend to  facilitate  transactions  between
          pawnbrokers  and  other  businesses,  such  as  jewelers,  merchandise
          brokers,  dealers,  supply wholesales and others, who wish to directly
          trade with our network of participating pawnbrokers.

Our web site is located at www.pawnbroker.com.



                                       3
<PAGE>

     Our Business-to-Consumer Concept

We are presenting our planned business-to-consumer  services to pawnshops in the
U.S. to create awareness and interest in Pawnbroker.com. We intend to enter into
agreements with  "brick-and-mortar"  pawnshops with existing physical  locations
under which each participating  pawnshop will agree to make certain items or all
of their  inventory  available  for purchase  through  Pawnbroker.com  at prices
established  by the  pawnshop  or on a  "make  an  offer"  basis.  Based  on our
discussion with potential  participants,  we believe that our Pawnbroker.com web
site services will be particularly attractive to independent pawnshops and small
pawnshop chains, who sell their merchandise  exclusively  through their physical
locations and may be limited by the scope of their geographic  market. We intend
to generate revenues by charging pawnshops a transaction fee, ranging between 5%
to 10% of the purchase price, on successfully completed transactions. Additional
sources of revenue, such as advertising fees, are also contemplated.

We are currently in the process of completing  the  development  of the software
and technology  related to our business.  We are continuing to beta test our web
site in December 1999 with approximately 30 beta test pawnshops who are assisted
us with the testing of our software  and web site by listing on average  250-500
items of merchandise on our web site. We are testing our software and website by
facilitating  mock  transactions  in  which  we (i)  make  offers  for  items of
merchandise   listed  by  the  beta  test   pawnshops;   (ii)   facilitate  mock
counter-offers  by the beta test pawnshop;  (iii)  facilitate mock acceptance of
the order;  (iv) adjust the  inventory of listed  merchandise  and (v) track and
measure the timing of the transaction.  We are soliciting feedback from our beta
test pawnshops to adjust our systems for the next phases of our testing.

While we complete beta tests and debug our software,  we plan to launch our site
to the general public in two phases:

1.   Soft  Launch:  Our soft  launch,  which  began at the end of January  2000,
     featured 10 pawnbrokers representing  approximately 30 pawnshops. We expect
     it to grow to  between  65 and 100  participating  pawnshops  by the end of
     February 2000. The general public is allowed to access general  information
     about (i) the pawn  industry,  (ii) our web site,  (iii) our  participating
     pawnshops,  (iv) our policies related to purchasing  merchandise on our web
     site and our Pawnbroker.com  Satisfaction Program and (iv) the schedule for
     our hard launch when they will be able to purchase  merchandise  on our web
     site.  Pawnshops are able to (i) use  Pawnbroker.com  email;  (ii) complete
     applications to become a  participating  pawnshop;  (iii) upload  inventory
     lists of  merchandise  to sell on our web site  when we  complete  the hard
     launch of our web site; and (iv) access information  specifically  designed
     for pawnshops, including pawnshop regulatory information,  instructions and
     guidelines  related to listing  merchandise  for sale on our web site,  our
     policies and procedures related to participating  pawnshops and information
     posted on our web site by our  participating  pawnshops.  Visitors  are not
     able to purchase merchandise on our web site during our soft launch.

2.   Hard Launch: Our hard launch is scheduled for March 2000 and is anticipated
     to feature between 150 and 250 participating pawnshops. At hard launch, our
     web  site  will   facilitate   transactions   between   visitors   and  our
     participating   pawnshops,   however,  all  planned  services  may  not  be
     operational.  We anticipate that each  participating  pawnshop will feature
     approximately 250 to 500 items for sale on our  pawnbroker.com web site. We
     cannot  assure you that the hard launch will not be delayed.  Nor can we be
     certain that features and functionality  that pawnbrokers,  consumers or we
     need to manage the business will be in place when the hard launch occurs.

Our goal is to have a total of up to 2,000  participating  pawnshops offering an
average of 200-500 items each by December 2000.

We have  presented our web site concept to over 3,000  pawnshops at  conventions
and tradeshows and have oral  expressions of interest or requests for additional
information from approximately  2,000 pawnshops.  We do not intend to enter into
any  definitive  agreements  with  pawnshops  until we have  completed  the beta
testing of our web site and the further refining of our technologies.  We cannot
assure you that we will successfully  complete the development of the technology
required  to launch our web site or enter into any  definitive  agreements  with
pawnshops as planned, if at all, or that we will generate sufficient revenues to
become profitable.



                                       4
<PAGE>

          Our Business-to-Consumer Technology

Participating pawnbrokers will be able to run our Pawnbroker.com software on any
PC with a web browser.  We will recommend the use of a digital camera to display
pictures of merchandise on our web site.

Our web site will include an automated,  easy-to-use search and retrieval system
that is designed to make purchasing  merchandise on our  Pawnbroker.com web site
easy and popular.  We plan to incorporate  visual  displays on our web site that
permit a visitor to view pictures of merchandise  and  interactive  capabilities
that allow buyers to make offers on merchandise at any point in their visit.

          Our Business-to-Consumer Marketing Strategy

We believe that our  Pawnbroker.com  web site will be attractive to consumers of
merchandise   typically  offered  at  pawnshops,   such  as  jewelry,   consumer
electronics,  tools,  collectibles,  coins, cameras and musical instruments.  We
intend to attract  buyers by offering  consumers  an  opportunity  to locate and
purchase  merchandise  from an inventory that we anticipate  will be larger than
any single pawnshop or pawnshop chain. We do not intend to post firearms,  adult
materials or other potentially illegal merchandise for sale on our web site. Our
web site is designed to facilitate seamless,  secure transactions,  unlike other
existing  systems  that  require  buyers to visit other web sites or contact the
pawnshop  directly to complete a secure  transaction.  We intend to create buyer
confidence by offering a unique 10-day Pawnbroker.com  Satisfaction Program that
is intended to reduce the risk and  uncertainty of purchasing  merchandise  from
independent pawnshops.

We intend to increase repeat purchases and build loyalty to our service by using
post-sale  marketing  techniques  including  follow-up  email messages to remind
customers of our web site and personalized  services that will allow visitors to
(i)  request  merchandise  that is not  listed  for sale on our web  site,  (ii)
notification  by email when a particular item of merchandise is available on our
web site,  and (iii)  automatic  email  reminders  of  specific  occasions  like
birthdays,  holidays or anniversaries.  Our planned consumer  marketing strategy
consists of both online and offline (radio, print,  billboards,  etc.) marketing
campaigns  that is planned to commence with the hard launch of our web site, and
are targeted to reach demographic  segments of consumers who we believe are most
likely to visit our site.  The goal of our  consumer  marketing  strategy  is to
build brand  recognition,  build traffic to our site, and encourage  visitors to
purchase  items on the  site.  By  establishing  a  strong  business-to-consumer
marketing campaign, we believe we can attract additional pawnshops to list items
for sale on our web site.

We have implemented a marketing strategy directed at pawnbrokers, which includes
the  use  of  telemarketing,  CD-ROM  presentations  and  presentations  of  our
Pawnbroker.com  concept to pawnshops by our Industry Council members. We plan to
make marketing  presentations  to  approximately  285  pawnbrokers  representing
approximately 620 stores.

     Anticipated Business-to-Consumer Revenues

Our  revenues  will depend on  transaction  fees,  ranging from 5% to 10% of the
purchase  price,  paid by pawnshops for successful  transactions  completed with
purchasers.  We  anticipate  that the  number  of  transactions  facilitated  on
Pawnbroker.com  will  increase and decrease  during  certain  times of the year,
similar to the sales  fluctuations  experienced  by physical  pawnshops in their
retail sales. Based on our management's  experience in the pawnshop industry, we
anticipate  our sales will be higher  during the  periods  immediately  prior to
Christmas,  Valentine's  Day,  Mother's  Day and  Father's Day than during other
times  of the  year.  We  cannot  assure  you that we will  generate  sufficient
revenues from transaction fees to achieve commercial viability.

     Our Business-to-Business Concept

We believe that our daily  interaction  with our  participating  pawnshops  will
create  a  unique  opportunity  for  us  to  facilitate   transactions   between
businesses,  such as jewelers,  merchandise brokers,  dealers, supply wholesales
and others, and our network of participating pawnbrokers. We intend to develop a
non-public area on our web site designed exclusively for the pawnbroker industry
to facilitate  business-to-business  transactions between businesses that desire
to target market their products or services to the  pawnbroker  industry and our
participating pawnshops. We believe that our business-to-business  strategy will
allow us to generate additional revenues. Our business-to-



                                       5
<PAGE>

business  concept is in the  conceptual  stage.  We  anticipate we will generate
revenues from access fees, listing fees and commissions on transactions.

Based on our  discussions  with more than 50  potential  advertisers,  including
insurance companies and pawnbroker industry suppliers, we believe that we may be
able  to  earn   additional   revenues  by  selling   banner  ads,   promotional
opportunities,  and achievement of transactional  fees from suppliers selling to
pawnbrokers.  We cannot  assure you that our web site will  generate  sufficient
traffic to allow us to sell any advertising or that if we sell  advertising,  we
will generate any material revenues from such sales.

In  addition,  we  plan  to  license  a  point-of-sale  &  inventory  management
application that will be designed to allow participating pawnshops to seamlessly
post items in their  inventory  database  for sale on our web site and to manage
their in-store and online inventory in an effective, efficient manner.

     Our Operating Plan

We have no revenues from our operations  and we have a history of losses.  As of
December 31, 1999, we had an accumulated  deficit of  $1,860,634.  Subsequent to
December  31,  1999,  on February  11,  2000,  we received  $1,501,500  from the
issuance of 650,000  shares of our common  stock at $2.31 per share  pursuant to
the  exercise  of special  warrants.  See  "Liquidity  and  Capital  Resources -
Subsequent Events."

We  anticipate  that  we will  continue  to  incur  substantial  losses  for the
foreseeable future. We estimate that we will require additional  financing of at
least $5 million to meet our cash requirements through the fiscal quarter ending
June 30, 2000. Our ability to fully implement our business  strategy will depend
on our ability to raise future  financing.  Factors that will affect our ability
to raise such financing may include, among other things:

     o    the  market  acceptance  of our  Pawnbroker.com  web site by buyers of
          pawnshop merchandise;
     o    traffic on our web site;
     o    our ability to obtain participating member pawnshops; and
     o    the revenues generated from our operations.

We anticipate we will raise additional  financing through private  placements of
our equity or debt during the second  quarter of calendar  2000. We have engaged
Jefferies  and Company to advise us on financial  matters.  We cannot assure you
that we will successfully complete any private placements or that we will obtain
additional  financing to implement our business plans on acceptable terms, if at
all.

We intend to compete in the highly competitive Internet commerce industry.  Many
of our competitors have  substantially  greater  financial,  technical and other
resources than us. Several competitors already have established web sites, brand
names,  strategic  relationships  with  advertisers and other web sites and user
loyalty,  all of  which  create a  competitive  advantage  over us.  We have not
launched  our web site or begun the  process  of  developing  our brand  name or
promoting  our web site.  We cannot  guarantee  that we will be able to  compete
effectively  or  that  we  will  ever  generate  sufficient  revenues  from  our
operations to make our business commercially viable.



                                       6
<PAGE>

Summary of Financial Data

     The  following  table  sets  forth,  for  the  periods  indicated,  certain
components of the selected financial data of the Company:

<TABLE>
                                                      Three-month period             Nine-month period
                                                    ended December 31, 1999       ended December 31, 1999
                                                  ----------------------------   -------------------------
                                                          (Unaudited)                  (Unaudited)
                                                  ----------------------------   -------------------------
<S>                                                     <C>                           <C>
Revenue                                                 $          --                 $         --
Operating expenses

   Consulting fees, salaries and wages, etc....               442,949                      713,546
   General and administrative/Overhead.........               288,810                      384,348
   Sales and marketing ........................               241,414                      517,165
   Shareholder communication and transfer
   agent fees..................................                   183                       17,298
   Professional fees...........................                80,213                      114,998
   Amortization of intangible assets...........                80,901                      151,026
                                                  ----------------------------   -------------------------
                                                            1,134,470                    1,898,381
                                                  ----------------------------   -------------------------
Operating income (loss)......................           $  (1,134,470)                $ (1,898,381)

Other income ................................
   Interest....................................         $      15,517                 $     37,747

Net income (loss)..............................         $  (1,118,953)                $ (1,860,634)
                                                  ============================   =========================
</TABLE>

Results of Operations

We expect  expenses  related to  research  and  development  and  administrative
expenses to  continue  to be a material  component  of our  expenses  during the
start-up phase of our  development.  We also anticipate that expenses related to
marketing and sales will increase substantially during our fourth fiscal quarter
ending  March  31,  2000 and  continuing  thereafter  as we  begin an  extensive
campaign to market and promote our Pawnbroker.com Web site and develop strategic
alliances with participating pawnshops.

During the three month period ended December 31, 1999, we began staffing our own
in-house  development  team to further  develop our  technologies  and software.
Prior to this, we had relied upon  Banshee,  Inc to develop the software and the
e-commerce   architecture   for  the  in-store  item  listing   component,   the
Pawnbroker.com   database  and  our  pawnbroker.com  web  site.  Our  management
evaluated  our  relationship  with  Banshee  and  determined  that it was in the
company's best interest to terminate the relationship.

We hired Mr. Vahid  Rafizadeh as our Chief  Technical  Officer in September 1999
whereupon he began to develop  both a technology  plan and a staff to develop of
our web site and  related  technologies.  We intend to use  currently  available
technology and products and to contract out most technical services required for
customization.  We also  intend to  retain  proprietary  rights to the  property
embodied in our technology  including,  wherever  possible,  source code, and to
maintain a  continual  right to use the system for our  purposes.  Delays in the
implementation of our technology plan are possible,  which would have an adverse
impact on our business plan.



                                       7
<PAGE>

Three Months Ended December 31, 1999

     Revenues.  We had no revenues  from  operations.  Our loss during our three
month period  ended  December  31, 1999 of  $1,118,953  was as a result of costs
associated  with   developing  our  business  plan,   research  and  development
expenditures  related  to the  development  of our  Pawnbroker.com  web site and
technologies and general  overhead and  administrative  expenses.  We anticipate
that  our  expenses  and  losses  will  increase  as we  increase  our web  site
development and marketing efforts.

     Consulting  Fees,  Contract  Services,  Salaries  and Wages.  Our  expenses
related to consulting  fees,  contract  services,  salaries and wages during our
three-month period ended December 31, 1999 was $442,949.  Specifically,  we paid
consultant and contract  service fees of $75,136 for  assistance  related to the
evaluation and  development of our Internet  business  strategies.  We also paid
salaries  and wages in the  amount of  $227,483  to our  regular  employees  and
$140,330 to our management.  We anticipate that expenses related to compensation
to personnel and consultants will increase substantially during the remainder of
our fiscal year and through  December  2001, as we hire  additional  employee to
provide  services  in the areas of  technology  development,  customer  service,
sales, marketing,  administration and systems maintenance. We intend to continue
committing  a  significant  portion of our  working  capital to  completing  the
development  and the soft  launch of our web site in  January  2000 and the hard
launch  of our web  site in  March  2000.  Thereafter,  we  intend  to  commit a
significant  portion to enhance  existing  products  and develop  new  products,
resulting  in an  anticipated  increase in the dollar  amounts of  research  and
development expenses for future periods.

     General  and   Administrative/Overhead.   General  and  administrative  and
overhead  expenses were $288,810 for the  three-month  period ended December 31,
1999.  During the period we  expanded  administrative  activity  to support  the
development of our business,  including general expenses of $82,146,  travel and
entertainment  expense of $90,875,  meals and entertainment  expense of $14,571,
rent  expense of $76,268 and  telephone  expenses of $24,950.  We hired Mr. Neil
McElwee as our Chief Executive  Officer.  We opened our research and development
office  in  Pennsylvania   and,  in  January  2000,  opened  our  new  corporate
headquarters in the Silicon Valley area of California. The new California office
will increase monthly rent expense by approximately $7,000; we believe the lease
rate is competitive for that region.  We expect that the dollar amounts spent on
overhead will continue to increase as we expand our customer service  operations
and other administrative requirements increase to support our business growth

     Sales and  Marketing.  Sales and  marketing  expenses were $241,414 for the
three months ended  December 31, 1999.  Marketing,  sales and technical  support
personnel supported our increased marketing  activities by attending  Pawnbroker
industry  tradeshows  and  marketing  our Web  based  marketing  concept  to the
pawnbroker industry.  We hired Mr. Dan McElwee, the brother of Neil McElwee, our
CEO,  as our  Senior  Vice  President  of Sales  and  Marketing.  Our  sales and
marketing  expenses included  expenses related to general marketing  expenses of
$50,985,  promotion expenses of $36,851 were incurred to increase awareness, and
advertising  and related of $104,646.  Travel  expense of $48,932 were generally
related to presentations of the Pawnbroker.com concept to pawnbrokers throughout
the USA in order to recruit  pawnbrokers  to our site and to  encourage  them to
list their inventory items on our site prior to, and after,  launch.  During the
quarter ended December 31, 1999, we participated in trade shows and held several
off-site  meetings  with staff and industry  advisers.  Marketing  expenses,  in
general,  are  related  to the early  development  of  creative  concepts  for a
consumer advertising campaign,  including the conducting of focus group research
on the concepts around the country with selected consumer groups.

     We  anticipate  that  our  sales  and  marketing   expenses  will  increase
substantially  after we  launch  our web site and  begin  promotional  campaigns
targeted at buyers of  merchandise.  In addition,  our efforts prior to our hard
launch are  anticipated to increase  substantially  as we continue our marketing
efforts to the pawnbroker industry.  These efforts will accelerate rapidly as we
grow  closer to our launch  date so that we can be  assured  of having  adequate
inventory listed by pawnbrokers to meet the anticipated consumer demand.

     Professional Fees. During the three months ended December 31, 1999, we paid
professional  fees  of  $80,213  related  to  legal  and  accounting   services,
principally in connection with the filing of our Form 10 registration  statement
with the Securities and Exchange Commission.

     Other  Income.  During the three months ended  December 31, 1999, we earned
interest income on short-term deposits of $15,517.



                                       8
<PAGE>

The Nine-month Period from April 1, 1999 to December 31, 1999

     Revenues.  We  had  no  revenues  from  operations.  Our  loss  during  the
nine-month period from April 1, 1999 to December 31, 1999 of $1,860,634 was as a
result of costs associated with corporate acquisition  expenses,  developing our
business plan, research and development  expenditures related to the development
of our  Pawnbroker.com  web site  and  technologies  and  general  overhead  and
administrative  expenses.  We  anticipate  that our  expenses  and  losses  will
increase as we increase our web site development and marketing efforts.

     Consulting  Fees,  Contract  Services,  Salaries  and Wages.  Our  expenses
related to consulting fees,  contract  services,  management fees,  salaries and
wages during the nine-month period ended December 31, 1999 was $713,546.  During
this period,  we paid  consultants  fees of $9,709 and contract  service fees of
$158,868 to outside  consultants  for  assistance  related to the evaluation and
development of our Internet business  strategies.  We paid salaries and wages in
the amount of $321,840 to our  employees  and  $223,129  to our  management.  We
anticipate  that expenses  related to  compensation to personnel and consultants
will increase  substantially during the remainder of our fiscal year and through
December 31, 2001,  as we hire  additional  employee to provide  services in the
areas of technology development,  customer service, sales, marketing and systems
maintenance.  We intend to  continue  committing  a  significant  portion of our
working  capital to completing  the  development  and the soft launch of our web
site in  January  2000  and the  hard  launch  of our web  site in  March  2000.
Thereafter,  we intent to  commit a  significant  portion  of  enhance  existing
products and develop new products,  resulting in an anticipated  increase in the
dollar amounts of research and development expenses for future periods.

     General  and   Administrative/Overhead.   General  and  administrative  and
overhead  expenses were $384,348 for the  nine-month  period ended  December 31,
1999.  During the period we  expanded  administrative  activity  to support  the
development  of our business,  including  general  expenses of $121,215,  travel
expense of $90,875,  meals and entertainment expense of $19,841, rent expense of
$110,646  and  telephone  expenses of $41,771.  The amount  spent on general and
administrative expense will increase as the Company expands its customer service
operations, establishes new corporate headquarters in the Silicon Valley area of
California  (office  leased  rented in January  2000),  expands its research and
development  office  in  Pennsylvania  and  other  administrative   requirements
increase to support projected growth.

     Sales and  Marketing.  Sales and  marketing  expenses were $517,165 for the
nine-month  period ended December 31, 1999. The increase was primarily due to an
increase in marketing,  sales and technical  support  personnel  supporting  our
increased  marketing   activities  related  to  attending   Pawnbroker  industry
tradeshows  and  marketing  our Web based  marketing  concept to the  pawnbroker
industry.  Our sales and marketing expenses included expenses related to general
marketing expenses of $213,635,  promotion expenses of $72,677,  advertising and
related  expenses of $116,162 and travel costs of $114,691.  We anticipate  that
our sales and marketing expenses will increase substantially after we launch our
web site and begin promotional  campaigns targeted at buyers of merchandise.  In
addition,  our  efforts  prior to our hard launch  scheduled  for March 2000 are
anticipated to increase  substantially  as we continue our marketing  efforts to
the pawnbroker industry.

     Shareholder  Communications  and Transfer Agent Fees. During the nine-month
period  ended  December  31, 1999,  expenses  related to  providing  shareholder
communication and expenses related to transfer agent fees were $17,298.

     Professional Fees. During the nine-month period ended December 31, 1999, we
paid professional  fees of $114,988 related to legal and accounting  services in
connection  with our  acquisition  of Pawnbroker  (Nevada),  corporate  matters,
preparing an audit and the filing of our Form 10 registration statement with the
Securities and Exchange Commission.

     Other  Income.  During the  nine-month  period ended  December 31, 1999, we
earned interest income $37,747 on short-term deposits.



                                    9
<PAGE>

Liquidity and Capital Resources

As at December 31, 1999, we had $917,367 in cash or term deposits.  We will need
to raise  additional  financing to fund our  operations and intend to raise such
financing  through  private  equity or debt  offerings  during  the next  fiscal
quarter;  however,  we cannot assure you that we will acquire this  financing on
acceptable terms, if at all.

Since our  inception on February 5, 1999,  we raised net cash from  financing of
$3,083,500  through private  placements of our common stock. Since our inception
on February 5, 1999 to December 31,  1999,  we used net cash of  $2,166,133.  We
received no cash from our operations  during these periods,  and our use of cash
during such periods were  primarily as a result of expenses  related to research
and  development of our web site,  expenses  related to marketing and promotion,
salary   expenses,   professional   fees  and   expenses   related   to  general
administrative expenses and overhead.

Subsequent  to December 31, 1999,  on February 11, 2000,  we issued  650,000 new
shares of our common stock at $2.31 per share,  to generate an aggregate  amount
of $1,501,500 in cash.  The share  issuance  resulted from the exercise of share
purchase  warrants that were issued and  outstanding in December 1999. The terms
of the warrants  allowed holders to acquire one common share at a price of $2.31
per share  until June 23,  2000 and at a price of $2.90 per share until June 23,
2001. No warrants remain outstanding after the February 2000 exercise.

During the period from our  inception on February 5, 1999 to June 30,  1999,  we
applied  cash of $414,618  towards the  purchase of capital  assets and $125,000
towards the purchase of the domain names "pawnbroker.com" and "pawnbrokers.com".

We are  preparing an operating  budget in  connection  with our efforts to raise
additional  equity  capital.  We cannot assure you that our actual  expenditures
will not exceed our estimated operating budget.  Actual expenditures will depend
on a number of factors, some of which are beyond our control,  including,  among
other things:

     (i)       timing of the  development  and testing of our  software  and web
               site,
     (ii)      our ability to attract visitors to our web site,
     (iii)     our ability to attract pawnshops to use our services,
     (iv)      our ability to launch our web site in a timely manner,
     (v)       our ability to successfully complete transactions,
     (vi)      the availability of financing on acceptable terms,
     (vii)     reliability of the  assumptions of management in estimating  cost
               and timing,
     (viii)    the time spent by consultants  and  professionals  developing our
               web site,
     (ix)      competition; and
     (x)       other factors that may be beyond our control.

We  estimate  that we will be  required  to raise  approximately  $5  million in
additional   capital  during  the  first  calendar  quarter  2000  to  meet  our
anticipated cash needs during the first two calendar  quarters of 2000. In their
independent  auditor's  report  dated  November  2, 1999,  Davidson  & Co.,  our
auditors,  expressed  substantial doubt about our ability to continue as a going
concern due to our lack of working capital for our planned business  activities.
The $1.5 million in cash we received as a result of the February  2000  exercise
of warrants is not sufficient, in and of itself, to address concerns of adequate
capital, given our present and expected levels of expenditures.

We intend to raise additional financing through private placements of our equity
or debt by our fourth  fiscal  quarter,  which ends March 31,  2000.  We engaged
Investor  Relations Group to assist us in develop a strategy to raise additional
financing and to provide investor relations services.  Our relationship with IRG
has been as follows:

     o    IRG assisted in defining our investor relations goals and objectives;

     o    IRG assisted us in preparing a corporate  fact sheet for  distribution
          to targeted investment professionals and certain accredited investors;

     o    IRG arranged periodic  meetings with interested  retail brokers,  fund
          managers and investment advisers;



                                       10
<PAGE>

     o    IRG provided  potential  investors with certain  company  approved due
          diligence/investor relations kits; and

     o    IRG agreed to assist us in developing  relationships with merchant and
          investment   banks,   private   placement   professionals   and  other
          intermediaries   which  could  provide  us  with  additional   private
          placement financing;

We  anticipate  we will  require  approximately  $16  million  to meet  our cash
requirements  for the period from July 1, 2000 through  December  31, 2000,  and
approximately  $42 million to meet our cash  requirements  for the calendar year
2001.  Our cash  requirements  for these  periods  will  primarily be to satisfy
expenses  related  to  marketing  our  web  site  and web  site  and  data  base
development costs. Our marketing costs are expected to constitute  approximately
65% - 75% of our  total  budget  for these  periods.  We intend to meet our cash
requirements  through  revenues  generated  from our  operations  and private or
public placements of our equity or debt. We have not had any discussions related
to raising  additional  financing beyond our planned private placement in the in
the  first  half of  calendar  2000 and have no  definitive  plan to raise  such
financing.  Our  auditors  expressed  substantial  doubt  about our  ability  to
continue as a going  concern due to our lack of working  capital for our planned
business activities. We estimate that our minimum cash requirement to remove the
going concern threat raised by our auditor is approximately $7.5 million for the
18 month period from July 1, 2000  through  December  31,  2001,  primarily  for
expenses related to general over head and administration,  web site maintenance,
web site and data base development, server maintenance and costs associated with
facilitating transactions between our customers and participating pawnshops.

In November 1999, we engaged Jefferies & Company,  Inc., the principal operating
subsidiary of Jefferies Group, Inc., as our financial advisor.

We cannot assure you that we will successfully  obtain  additional  financing on
acceptable terms, if at all. If we are unable to secure additional financing, we
intend to  concentrate  our resources on  developing  our web site and intend to
reduce the amount of resources we have budgeted for marketing our web site. Such
a reduction  may have a material  adverse  affect on our business and results of
operations.

Subsequent Events

Subsequent to December 31, 1999, on February 11, 2000, we issued  650,000 shares
of our common stock at $2.31 per share, for an aggregate amount of $1,501,500 in
cash. The share issuance  resulted from the exercise of share purchase  warrants
that were issued and  outstanding  in December  1999.  The terms of the warrants
allowed  holders to acquire one common share at a price of $2.31 per share until
June 23, 2000 and at a price of $2.90 per share until June 23, 2001. No warrants
remain outstanding after the February 2000 exercise.

As a result of the  February  11,  2000 the warrant  exercise,  we had a working
capital of  approximately  $1.2  million on February  11,  1999.  We believe our
working  capital  position is sufficient to support our capital  requirements of
our hard launch,  scheduled for March 2000. However,  until we are able to raise
additional  working capital,  we may be required to delay the  implementation of
important  elements of our growth plan,  including  the  marketing  our web site
prior to its launch.

Year 2000

The Year  2000  issue  arises  with the  change  in  century  and the  potential
inability  of  information  systems  to  correctly  "rollover"  dates to the new
century.  To save on computer storage space, many systems were programmed with a
two-digit  century  (i.e.  December 31, 1999 would appear as 12/31/99)  assuming
that all years would be part of the 20th  century.  On January 1, 2000,  systems
with this  programming  will default to 01/01/1900  instead of  01/01/2000,  and
calculations  using or  reporting  the date will not be correct  and errors will
arise (the "Year 2000  Issue").  To  prevent  this from  occurring,  information
systems need to be updated to ensure they  recognize  dates during and after the
Year 2000.

The potential  exists that we and each of our subsidiaries are exposed to a risk
that certain  aspects of their  businesses  will fail or suffer  impairment as a
result of  internally  operated or  externally  contracted  hardware or software
systems



                                       11
<PAGE>

and services not being able to  correctly  "rollover"  dates to the new century.
The risk stems from our reliance on certain  hardware,  software and services to
carry  out the  daily  operation  of our  proposed  respective  businesses.  The
exposure may result from,  amongst other things,  the use of computers,  general
software and servers for office  purposes and data storage;  connections  to and
use of the services of Internet  Service  Providers and telephone  companies for
office purposes and customer and investor relations; the software underlying the
operation of the Web site web site and the online  business  operations  and our
servers.

We completed a review of our systems on January 3, 2000, and determined that our
systems were Year 2000  compliant.  We have continued to monitor our systems and
do not anticipate we will  experience  any material Year 2000 problems.  We have
not  received any reports  from any of our third party  vendors  related to Year
2000 that will affect our business.  However,  we cannot assure you that no Year
2000  problems  will occur in the  future.  In the event that we incur  expenses
associated with resolving Year 2000 compliance  issues, we intend to expense the
operating  costs as they are incurred and  capitalize  the capital costs as they
are incurred.

ITEM 3:    QUANTITIATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Company believes that it does not have any material  exposure to interest or
commodity  risks.  The Company is exposed to economic and  political  changes in
international  markets  where the Company  competes,  such as  inflation  rates,
recession,  foreign  ownership  restrictions,  domestic  and foreign  government
spending, budgetary and trade policies and other external factors over which the
Company has no control.

Part II -  OTHER INFORMATION

     ITEM 1. LEGAL PROCEEDINGS

As of the date  hereof,  there is no  material  litigation  pending  against the
Company.  From time to time,  the  Company is a party to  litigation  and claims
incident to the ordinary course of business. While the results of litigation and
claims cannot be predicted with certainty,  the Company  believes that the final
outcome of such matters will not have a material adverse effect on the Company's
business, financial condition, results of operations and cash flows.

     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.

     ITEM 5.  OTHER INFORMATION


     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

          a) Exhibits

          27.1 Financial Data Schedule



                                       12
<PAGE>

          b) Reports on Form 8-K

               None.


                                   SIGNATURES

     Pursuant to the  requirements  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.

                                PAWNBROKER.COM, INC.



Date: February 16, 2000         By: /s/ NEIL MCELWEE
                                    -------------------------------------------
                                Name: Neil McElwee
                                Title: Chief Executive Officer
                                       (Principal Financial and Accounting
                                          Officer)





                                       13