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

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                   ------------------------------------------

                                    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 September 30, 2000

                                       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 [X]   No [ ]


    The number of outstanding common shares, no par value, of the Registrant
                      at September 30, 2000 were 18,833,567

<PAGE>

                              PAWNBROKER.COM, INC.

                             INDEX TO THE FORM 10-Q
                  For the quarterly period ended June 30, 2000

<TABLE>
                                                                                                 Page
                                                                                                 ----
<S>                                                                                              <C>
Part I -  FINANCIAL INFORMATION ...................................................................1

     ITEM 1. FINANCIAL STATEMENTS .................................................................1

             CONSOLIDATED BALANCE SHEETS...........................................................1

             CONSOLIDATED STATEMENTS OF OPERATIONS.................................................3

             CONSOLIDATED STATEMENTS OF CASH FLOWS.................................................4

             CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY ...........................5

             NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS........................................6

     ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
              RESULTS OF OPERATIONS...............................................................17

     ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK...........................23

Part II - OTHER INFORMATION

     ITEM 1.  LEGAL PROCEEDINGS ..................................................................24

     ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS...........................................24

     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES ....................................................24

     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.................................24

     ITEM 5.  OTHER INFORMATION...................................................................24

     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K....................................................24


SIGNATURES........................................................................................25
</TABLE>




                                       i
<PAGE>

Part I -  FINANCIAL INFORMATION

     ITEM 1. FINANCIAL STATEMENTS


PAWNBROKER.COM, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
(Unaudited)
================================================================================




<TABLE>
                                                               September 30,      March 31,
                                                                   2000             2000
--------------------------------------------------------------------------------------------
<S>                                                            <C>              <C>
ASSETS

Current
    Cash and cash equivalents                                  $ 1,050,007      $   424,678
     Prepaid expenses                                                1,000            6,018
                                                               ------------     ------------
                                                                 1,051,007          430,696

Deposits                                                           176,018          205,741

Capital assets (Note 4)                                            678,553          370,770

Domain name (Note 5)                                                59,029           90,279
                                                               ------------     ------------
Total assets                                                   $ 1,964,607      $ 1,097,486
============================================================================================
</TABLE>



                                  - continued -






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



                                        1
<PAGE>

PAWNBROKER.COM, INC.
 (A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
(Unaudited)
================================================================================



<TABLE>
                                                                                  September 30, 2000    March 31, 2000
-----------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>                 <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
    Accounts payable and accrued liabilities                                         $   911,790         $1,122,159
    Notes payable (Note 7)                                                             1,500,000                  -
    Current portion of capital lease obligation (Note 9)                                 161,603                  -
                                                                                     ------------       ------------
                                                                                       2,573,393          1,122,159

Capital lease obligation (Note 9)                                                         70,488                  -
                                                                                     ------------       ------------
                                                                                       2,643,881          1,122,159
                                                                                     ------------       ------------
Stockholders' equity
    Capital stock (Note 10)
       Authorized
              50,000,000  preferred shares with a par value of $0.00001
           1,000,000,000  common shares with a par value of $0.00001
       Issued and outstanding
          September 30, 2000 - 18,833,567 common shares
          March 31, 2000 - 17,564,750 common shares                                          186                176
    Additional paid-in capital                                                         7,181,250          4,681,260
    Deficit accumulated during the development stage                                  (7,860,710)        (4,706,109)
                                                                                     ------------       ------------
    Total stockholders' equity                                                          (679,274)           (24,673)
                                                                                     ------------       ------------
Total liabilities and stockholders' equity                                           $ 1,964,607         $1,097,486
=======================================================================================================================
</TABLE>




History and organization of the Company (Note 1)
Commitments (Note 14)
Subsequent events (Note 17)


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



                                        2

<PAGE>

PAWNBROKER.COM, INC.
 (A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
================================================================================


<TABLE>
                                                               Cumulative
                                                             Amounts From
                                                              February 5,       Three Month        Six Month         Six Month
                                                                  1999 to      Period Ended     Period Ended      Period Ended
                                                            September 30,     September 30,    September 30,     September 30,
                                                                     2000              2000             2000              1999
-------------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>               <C>               <C>               <C>
OPERATING EXPENSES
    Amortization                                          $   430,197       $   219,708       $   324,213       $   70,126
    Contract services                                         702,843           160,134           225,944           83,732
    Consulting                                                501,300            71,086           123,859            9,709
    Finder's fee                                               65,000                 -            65,000                -
    General and administrative                              2,096,778            91,036           439,528          144,931
    Marketing and related expenses                            823,050            54,663           522,344          198,476
    Professional fees                                         581,907           (11,839)          194,968           35,602
    Rent                                                      312,089            55,253           133,305           34,377
    Salary and wages                                        1,645,843           259,621           753,903           94,397
    Stock-based compensation                                   93,617                 -                 -                -
    Telephone                                                 296,598            54,186           237,560           16,822
    Travel and related                                        299,205          (144,606)           71,229           71,029
                                                          ------------      ------------      ------------      ------------
                                                            7,848,427           809,242         3,091,853          759,201
                                                          ------------      ------------      ------------      ------------
OTHER ITEMS
    Interest expense                                           75,991            75,991            75,991                -
    Interest income                                           (63,708)           (7,791)          (13,243)         (22,229)
                                                          ------------      ------------      ------------      ------------
                                                               12,283            68,200            62,748          (22,229)
                                                          ------------      ------------      ------------      ------------
Loss for the period                                       $ 7,860,710       $   877,442       $ 3,154,601       $  736,972
===============================================================================================================================

Basic and diluted loss per common share (Note 3)                            $     (0.05)      $     (0.18)      $    (0.06)
===============================================================================================================================

Weighted average number of shares of common
    stock outstanding                                                        18,185,366        17,845,905       11,873,212
===============================================================================================================================
</TABLE>



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



                                        3

<PAGE>

PAWNBROKER.COM, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
================================================================================



<TABLE>
                                                                      Cumulative Amounts
                                                                         Amounts From           Six Month         Six Month
                                                                       February 5, 1999       Period Ended      Period Ended
                                                                       to September 30,       September 30,     September 30,
                                                                             2000                 2000               1999
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>                   <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Loss for the period                                                 $(7,860,710)          $(3,154,601)      $  (736,972)
    Items not affecting cash:
       Amortization                                                         430,197               324,213            70,126
       Stock-based compensation                                              93,617                     -                 -

    Net change in non-cash working capital items:
       (Increase) decrease in prepaid expenses                               (1,000)                5,018            (6,018)
       Increase (decrease) in accounts payable and accrued
        liabilities                                                         906,602              (210,369)           38,279
                                                                        ------------          ------------      ------------
    Net cash used in operating activities                                (6,431,294)           (3,035,739)         (634,585)
                                                                        ------------          ------------      ------------
CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of capital assets                                             (716,120)             (274,087)         (414,618)
    Purchase of domain name                                                (125,000)                    -          (125,000)
    Acquisition of cash on purchase of subsidiary                             8,007                     -             8,007
    (Increase) decrease in deposits                                        (176,018)               29,723            (1,313)
                                                                        ------------          ------------      ------------
    Net cash used in investing activities                                (1,009,131)             (244,364)         (532,924)
                                                                        ------------          ------------      ------------
CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from issuance of common stock                                6,585,000             2,000,000         3,003,000
    Proceeds from convertible debenture                                     500,000               500,000                 -
    Capital lease obligations                                               (94,568)              (94,568)                -
    Proceeds from notes payable                                           1,500,000             1,500,000                 -
                                                                        ------------          ------------      ------------
    Net cash provided by financing activities                             8,490,432             3,905,432         3,003,000
                                                                        ------------          ------------      ------------
Change in cash position for the period                                    1,050,007               625,329         1,835,491

Cash and cash equivalents, beginning of period                                    -               424,678            80,500
                                                                        ------------          ------------      ------------
Cash and cash equivalents, end of period                                $ 1,050,007           $ 1,050,007       $ 1,915,991
============================================================================================================================
</TABLE>

Supplemental disclosure with respect to cash flows (Note 13)


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



                                        4

<PAGE>

PAWNBROKER.COM, INC.
 (A Development Stage Company)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
================================================================================


<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.        1,124,750             12          26,256                -            26,268
       at April 6, 1999

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

    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)

    Common stock issued on exercise of
       share purchase warrants                     650,000              6       1,501,494                -         1,501,500

    Stock-based compensation for options
       issued to consultants and non-
       employees                                         -              -          93,617                -            93,617

    Loss for the year                                    -              -               -       (4,706,109)       (4,706,109)
                                               ------------      ------------  ------------    ------------       ------------
Balance, March 31, 2000                         17,564,750            176       4,681,260       (4,706,109)          (24,673)

    Common stock issued for conversion of          268,817              -         500,000                -           500,000
           convertible debenture

    Common stock issued for cash                 1,000,000             10       1,999,990                -         2,000,000

    Loss for the period                                  -              -               -       (3,154,601)       (3,154,601)
                                               ------------      ------------  ------------    ------------       ------------
 Balance, September 30, 2000                    18,833,567          $ 186      $7,181,250      $(7,860,710)      $  (679,274)
==============================================================================================================================
</TABLE>

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



                                        5

<PAGE>

PAWNBROKER.COM, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
SEPTEMBER 30, 2000
================================================================================


1.   HISTORY AND 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.

     On May 17,  2000,  the Company  amended its  certificate  of  incorporation
     increase its authorized  capital to consist of 100,000,000 shares of common
     stock,  with $0.0001 par value,  and 50,000,000  shares of preferred stock,
     with $0.0001 par value.

     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  present  the  consolidated   financial
     position  of the  companies  as at  September  30,  2000,  the  results  of
     operations  of Eriko from  February 5, 1999 to  September  30, 2000 and the
     results of operations of Pawnbroker.com,  Inc.,  (Nevada) and Digital Signs
     Inc. from their  respective dates of acquisition to September 30, 2000. The
     number of shares  outstanding  at September  30, 2000 and March 31, 2000 as
     presented is those of Pawnbroker.com, Inc.

     The Company is a  development  stage online  provider of  previously-owned,
     higher value merchandise  available for immediate  purchase and provides an
     online network of pawnbrokers to trade and sell in the global marketplace.

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.

<TABLE>
    =======================================================================================
                                                              September 30,   March 31,
                                                                  2000          2000
    ---------------------------------------------------------------------------------------
   <S>                                                       <C>            <C>
    Deficit accumulated during the development stage          $(7,860,710)   $(4,706,109)
    Working capital (deficiency)                               (1,522,386)      (691,463)
    =======================================================================================
</TABLE>



                                       6
<PAGE>

PAWNBROKER.COM, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
SEPTEMBER 30, 2000
================================================================================


3.   SIGNIFICANT ACCOUNTING POLICIES

     Principles of consolidation

     These  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 upon consolidation.

     Revenue recognition

     The Company  recognizes 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 year. 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

     Statement of Financial  Accounting  Standards No. 128, "Earnings Per Share"
     requires  basic  and  diluted  earnings  per share to be  presented.  Basic
     earnings  per share is  computed  by dividing  income  available  to common
     shareholders  by the  weighted  average  number of  shares of common  stock
     outstanding  during  the  period.  Diluted  earnings  per  share  take into
     consideration  shares of common  stock  outstanding  (computed  under basic
     earnings per share) and potentially dilutive shares of common stock.

     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  expense  (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.

     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



                                       7
<PAGE>

PAWNBROKER.COM, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
SEPTEMBER 30, 2000
================================================================================

     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.

     The Company accounts for stock-based  compensation  issued to non-employees
     in accordance  with the provisions of SFAS 123 and the Emerging Issues Task
     Force consensus in Issue No. 96-18 ("EITF  96-18"),  "Accounting for Equity
     Instruments  that are Issued to Other Than  Employees  for  Acquiring or in
     Conjunction with Selling, Goods or Services".

     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
     September 30, 2000.

     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 amortization.  The
     cost of capital assets is amortized using the straight-line method over the
     following estimated useful lives of the related assets:

            Furniture and fixtures                   5 years
            Computer equipment                       3 years
            Computer software                        1.5 years
            Leasehold improvements                   2 years

     Domain names

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



                                       8
<PAGE>

PAWNBROKER.COM, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
SEPTEMBER 30, 2000
================================================================================


     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  advertising  in the period in which the  advertising
     space or airtime is used.

     Financial instruments

     The Company's  financial  instruments consist of cash and cash equivalents,
     deposits,  accounts  payable  and  accrued  liabilities,  note  payable and
     capital  lease  obligation.  Unless  otherwise  noted,  it is  management's
     opinion that the Company is not exposed to significant  interest,  currency
     or credit risks arising from these financial instruments. The fair value of
     these  financial   instruments   approximate  their  carry  values,  unless
     otherwise noted.

4.   CAPITAL ASSETS

<TABLE>
     ==========================================================================================
                                                                            Net Book Value
                                                                    ---------------------------
                                            Cost     Accumulated    September 30,     March 31,
                                                     Amortization       2000            2000
     ------------------------------------------------------------------------------------------
     <S>                                <C>            <C>          <C>             <C>
     Furniture and fixtures              $   64,973     $ 17,538     $ 47,435        $ 53,723
     Computer equipment                     670,098      131,248      538,850         133,883
     Computer software                      302,716      214,315       88,401         181,164
     Leasehold improvements                   4,991        1,124        3,867           2,000
                                         ----------    ---------    ----------      ----------
                                         $1,042,778     $364,225     $678,553        $370,770
     ==========================================================================================
</TABLE>


5.   DOMAIN NAME

     ===========================================================================
                                                     September 30,     March 31,
                                                          2000           2000
     ---------------------------------------------------------------------------
     Domain name                                      $125,000        $125,000
     Less:  Accumulated amortization                   (65,971)        (34,721)

     Net book value                                   $ 59,029        $ 90,279
     ===========================================================================


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.



                                       9
<PAGE>

PAWNBROKER.COM, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
SEPTEMBER 30, 2000
================================================================================


     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  difficult  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

     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  Pawnbroker-Nevada  was  deemed  to be from a  promoter  of
     Pawnbroker,  the purchase has been recorded at the  historical  cost of the
     net assets of  Pawnbroker-Nevada,  which  approximate  the par value of the
     shares issued.

7.   NOTES PAYABLE

<TABLE>
        =======================================================================================================================
                                                                                              September 30,         March 31,
                                                                                                  2000                 2000
        -----------------------------------------------------------------------------------------------------------------------
        <S>                                                                                    <C>                  <C>
        Line of credit from BWI Avionics Ltd., bearing interest at 12% per annum, due
        and payable on May 1, 2001.  The note is personally guaranteed by two
        directors of the Company up to $500,000 each.                                          $1,000,000            $    -

        Promissory note from Granite Communications Inc., bearing interest at 10% per
        annum, payable on July 15, 2001.  The note is secured by the Company's assets.            300,000                 -

        Loan payable from BWI Avionic Ltd., bearing interest at 12% per annum, payable
        on July 15, 2001.                                                                         200,000                 -
                                                                                               ----------            ----------
                                                                                               $1,500,000            $    -
        =======================================================================================================================
</TABLE>


8.   CONVERTIBLE DEBENTURE

     On  June 7,  2000,  the  Company  issued  a  convertible  debenture  in the
     aggregate principal amount of $500,000.  The debenture bears interest at 9%
     per annum and is due and payable on December 7, 2001. The debenture, at the
     holder's  option,  is convertible  into common shares of the Company at any
     time commencing one hundred and twenty (120) days after the closing date of
     June 7, 2000 at a conversion price equal to the lesser of:



                                       10
<PAGE>

PAWNBROKER.COM, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
SEPTEMBER 30, 2000
================================================================================


     a)   115% of the  closing  bid price of the common  share on the  principal
          market on the closing date,

     b)   and 85% of the market price on the conversion date.

     The Company  has, at its option and subject to certain  circumstances,  the
     right to convert the convertible debenture to common shares at a price of:

     a)   if after the  closing  date and on or before  the 90th date  after the
          closing date,  110% of the  outstanding  principal  balance,  plus all
          accrued but unpaid interest;

     b)   if after  the 90th day  after the  closing  date and on or before  the
          180th day after the closing date,  115% of the  outstanding  principal
          balance, plus all accrued but unpaid interest; and

     c)   if after the 180th day after the closing date, 120% of the outstanding
          principal balance, plus all accrued but unpaid interest.

     The debenture holder received  warrants to purchase 58,824 common shares of
     the Company at $4.89 per share at any time prior to  September  7, 2003.  A
     finder's  fee of  $65,000  was  paid.  On  September  7,  2000,  the  total
     convertible  debenture  was  converted  into 268,817  common  shares of the
     Company. Interest expense of $9,625 was accrued and paid.


9.   CAPITAL LEASE OBLIGATION

     Future minimum lease payments under the capital lease are as follows:

<TABLE>
     ======================================================================================
                                                        September 30, 2000   March 31, 2000
     --------------------------------------------------------------------------------------
     <S>                                                 <C>                 <C>
     Total minimum lease payments                          $  243,557          $     -
     Less:  amount representing interest                      (11,466)               -
                                                           -----------        -----------
     Balance of obligation                                    232,091                -
     Less:  due within one year                              (161,603)               -
                                                           -----------        -----------
                                                           $   70,488          $     -
     ======================================================================================
</TABLE>


10.  CAPITAL STOCK

     On April 6, 1999,  Pawnbroker  acquired  all of the issued and  outstanding
     share capital of Eriko Internet Inc. As  consideration,  Pawnbroker  issued
     34,000,000 (8,500,0000  post-consolidation) common shares for cash proceeds
     of $80,500.

     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.

     On June 14, 1999,  Pawnbroker  acquired  all of the issued and  outstanding
     share  capital  of   Pawnbroker.com,   Inc.,  a  Nevada   Corporation.   As
     consideration,  Pawnbroker issued 6,240,000 common shares at a deemed value
     of $62, equal to the par value of the shares issued.

     On June 23, 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  consisted of one common  share and one-half of a share  purchase
     warrant. One full share purchase warrant entitled the holder to acquire one
     additional  common



                                       11
<PAGE>

PAWNBROKER.COM, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
SEPTEMBER 30, 2000
================================================================================


     share at a price of $2.31 per share until September 23, 2000 and at a price
     of $2.90 per share until September 23, 2001. These share purchase  warrants
     were exercised during the year for total proceeds of $1,501,500.

     On September 10, 1999, the Company  consolidated its issued and outstanding
     shares of common stock on a four to one basis. The  consolidated  statement
     of changes in  stockholders'  equity has been restated to give  retroactive
     recognition  to the  share  consolidation  for all  periods  presented.  In
     addition,  all  references  to number of shares  and per share  amounts  of
     common stock have been restated to reflect the share consolidation.

     On August 17, 2000,  the Company issued  1,000,000  units through a private
     placement at a price of $2.00 per unit,  for total  proceeds of $2,000,000.
     Each unit  consisted  of one common  share and one  non-transferable  share
     purchase  warrant.  One purchase warrant entitles the holder to acquire one
     additional  common  share at a price of $3.00 per share  until  August  10,
     2001.

     On September 7, 2000, the holder of the 9% convertible  debenture issued on
     June 7, 2000  converted  the  aggregate  principal  amount of the debenture
     ($500,000)  into 268,817  common  shares of the Company at a price of $1.86
     per share.

11.  STOCK OPTIONS AND WARRANTS

     At September 30, 2000,  incentive stock options were  outstanding  enabling
     the optionee to acquire the following number of common shares:

<TABLE>
        ====================================================================================================
           Number of
            Shares        Exercise Price                                  Expiry Date
        ----------------------------------------------------------------------------------------------------
          <S>             <C>                   <C>
             250,000               $  6.75      November 1, 2002
                                                3 years from the date when the Company receives a specified
                                                amount of financing in private or public offerings after
             150,000                  6.75      November 1, 1999.
              82,000                  6.75      September 1, 2002
                         ranging from 4.63      3 years from the initial vesting dates of the stock options,
           1,546,888               to 7.84      over periods ranging September 13, 2002 to March 15, 2003
              50,000                  1.53      September 25, 2003
        ====================================================================================================
</TABLE>

     The following warrants were outstanding at September 30, 2000:

        =============================================================
         Number of Shares       Exercise Price         Expiry Date
        -------------------------------------------------------------

           1,000,000              $  3.00            August 10, 2001
              72,000                 6.75            May 10, 2003
              58,824                 4.89            June 7, 2003
        =============================================================


12.  STOCK BASED COMPENSATION EXPENSE

     SFAS 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,



                                       12
<PAGE>

PAWNBROKER.COM, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
SEPTEMBER 30, 2000
================================================================================


     "Accounting for Stock Issued to Employees". Accordingly,  compensation cost
     for stock options is measured as the excess, if any, of quoted market price
     of the Company's stock at the date of grant over the option price.

     The Company  accounts for stock issued to  non-employees in accordance with
     the provisions of SFAS 123 and the Emerging  Issues Task Force consensus in
     Issue No.  96-18,  "Accounting  for Equity  Instruments  that are Issued to
     Other Than Employees for Acquiring or in Conjunction with Selling, Goods or
     Services".

     Following is a summary of the stock option activity:

        ======================================================================
                                                                   Weighted
                                                 Number of          Average
                                                   Shares        Exercise Price
        ----------------------------------------------------------------------

        Outstanding at March 31, 1999                   -         $        -

            Granted                               400,000               6.75
            Forfeited                                   -                  -
            Exercised                                   -                  -
                                               -----------        -----------
        Outstanding at March 31, 2000             400,000               6.75

            Granted                             3,026,665               6.59
            Forfeited                          (1,347,777)              6.75
            Exercised                                   -                  -
                                               -----------        -----------
        Outstanding at September 30, 2000       2,078,888         $     6.52
        ======================================================================

     The  weighted  average  fair value of options  granted  during the  current
     period was $5.71 per share.

     Following  is a summary of the status of options  outstanding  at September
     30, 2000:

<TABLE>
        =============================================================================================================
                                                    Outstanding Options                      Exercisable Options
                                         -----------------------------------------       ----------------------------
                                                          Weighted
                                                           Average        Weighted                         Weighted
                                                          Remaining       Average                          Average
                                                         Contractual      Exercise                         Exercise
                  Exercise Price          Number            Life            Price         Number            Price
        -------------------------------------------------------------------------------------------------------------
              <S>                      <C>               <C>             <C>             <C>              <C>
                        $ 6.75           400,000            2.67         $   6.75         250,000          $   6.75
              Range from $1.50
                      to $7.94         1,546,888            2.05             6.71         318,432              6.64
                         $6.75            82,000            2.17             6.75          27,334              6.75
                         $1.53            50,000            2.98             1.53               -              1.53
        =============================================================================================================
</TABLE>

     Compensation

     The  Company  granted  3,026,665  options to  employees  during the current
     period, of which 1,347,777 were subsequently terminated.  These options are
     accounted for using Accounting Principles Board Opinion No. 25, "Accounting
     for Stock  Issued to  Employees".  Had  compensation  expense  relating the
     remaining


                                       13
<PAGE>

PAWNBROKER.COM, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
SEPTEMBER 30, 2000
================================================================================


     1,678,888 options granted to employees been recognized on the basis of fair
     value pursuant to Statement of Financial  Accounting  Standard No. 123, net
     loss and loss per share would have been adjusted as follows:

<TABLE>
                                                                    Six Month       Six Month
                                                                  Period Ended     Period Ended
                                                                 September 30,     September 30,
                                                                      2000             1999
     ---------------------------------------------------------------------------------------------
    <S>                                                          <C>                <C>
     Loss for the period
         As reported                                             $ (3,154,601)      $  (736,972)
                                                                 =============      ============
         Pro-forma                                               $ (7,797,138)      $  (736,972)
                                                                 =============      ============
     Basic and diluted loss per share
         As reported                                             $      (0.18)      $     (0.07)
                                                                 =============      ============
         Pro-forma                                               $      (0.42)      $     (0.07)
     =============================================================================================
</TABLE>


     The fair value of each option granted is estimated  using the Black Scholes
     Model. The assumptions used in calculating fair values are as follows:

<TABLE>
        =======================================================================================
                                                                Six Month         Six Month
                                                               Period Ended     Period Ended
                                                              September 30,     September 30,
                                                                   2000             1999
        ---------------------------------------------------------------------------------------
        <S>                                                    <C>               <C>
        Risk-free interest rate                                    6.51%                -
        Expected life of the options                               3                    -
        Expected volatility                                      132.48%                -
        Expected dividend yield                                       -                 -
        =======================================================================================
</TABLE>


13.  SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

<TABLE>
        =======================================================================================
                                                                Six Month         Six Month
                                                               Period Ended     Period Ended
                                                              September 30,     September 30,
                                                                   2000             1999
        ---------------------------------------------------------------------------------------
        <S>                                                    <C>               <C>
        Cash paid for income taxes                              $      -          $        -
        Cash paid for interest                                    75,991                   -
        =======================================================================================
</TABLE>

     Non-cash investing and financing  transactions  during the six month period
     ended September 30, 2000 were as follows:

     a)   The Company acquired  computer  equipment  totaling $326,657 through a
          capital lease obligation for the same amount.

     b)   Non-cash  investing  and financing  transactions  during the six month
          period ended September 30, 1999 were as follows:

     c)   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.



                                       14
<PAGE>

PAWNBROKER.COM, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
SEPTEMBER 30, 2000
================================================================================


     d)   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 at September 30, 1999.

14.  COMMITMENTS

     a)   The Company leases office and  production  premises and certain office
          equipment pursuant to operating leases which expire in 2003 and 2004:

          Future annual lease payments are as follows:

                       2001                            $233,030
                       2002                             225,074
                       2003                             159,739
                       2004                             103,710

     b)   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  was  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 have vested
          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.

     c)   The  Company  entered  into a common  stock  purchase  agreement  with
          Gestrow  Investments  Limited ("Gestrow") to sell up to $24,000,000 of
          the Company's  common stock, at a share price  calculated based on the
          weighted average daily share price for a specified period of days. The
          Company  can  make up to a  maximum  of  twelve  draw  downs  of up to
          $2,000,000 per draw down, and to issue warrants  entitling  Gestrow to
          purchase certain amounts of common stock of the Company.

15.  RELATED PARTY TRANSACTION

     The Company entered into the following related party transactions:

     j)   Included in notes payable is $300,000  (September 30, 1999 - $Nil) due
          to a company controlled by two directors.

16.  INCOME TAXES

     Subject to certain  restrictions,  the Company has certain operating losses
     available to reduce  taxable  income of future  years.  Future tax benefits
     which may arise as a result of these  losses and resource  deductions  have
     not been recognized in these financial statements.

     The  Company  has not  recorded  potential  future  income tax  benefits of
     approximately  $2,673,000 in operating losses which, if unutilized,  expire
     in 2020.



                                       15
<PAGE>

PAWNBROKER.COM, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
SEPTEMBER 30, 2000
================================================================================


     A  reconciliation  of the U.S.  statutory  federal  income  tax rate to the
     effective rate is as follows:

<TABLE>
        =======================================================================================
                                                                Six Month         Six Month
                                                               Period Ended     Period Ended
                                                              September 30,     September 30,
                                                                   2000             1999
        ---------------------------------------------------------------------------------------
        <S>                                                    <C>               <C>

        U.S. federal statutory graduated rate                      15.00%           15.00%
        State income tax rate, net of federal benefit               7.00%            7.00%
        Net operating loss for which no tax benefit
          is currently available                                  (22.00)%         (22.00)%
                                                                ----------        ----------
                                                                    0.00%            0.00%
        =======================================================================================
</TABLE>

     At  September  30,  2000,  deferred  taxes  consisted of a net tax asset of
     approximately $2,673,000 due to operating loss carryforwards of $7,860,710,
     which was fully allowed for in the valuation  allowance of $2,673,000.  The
     valuation  allowance  offsets the net deferred  asset for which there is no
     assurance of recovery.  The change in the valuation allowance for the three
     month period  ended  September  30, 2000 was  approximately  $298,000.  Net
     operating loss carryforwards will expire in 2020.

     The  valuation  allowance  will  be  evaluated  at the  end of  each  year,
     considering  positive and negative evidence about whether the asset will be
     realized.  At that time, the allowance will either be increased or reduced;
     reduction  could result in the  complete  elimination  of the  allowance if
     positive evidence  indicates that the value of the deferred tax asset is no
     longer impaired and the allowance is no longer required.

17.  SUBSEQUENT EVENTS

     The following are events which occurred subsequent to September 30, 2000:

     a)   The  Company  will  effect a change in the  Company's  fiscal  year to
          December 31, effective December 31, 2000.

     b)   On October 11, 2000,  the Company  entered  into a strategic  alliance
          agreement  with First Cash  Financial  Services,  Inc.  ("First Cash")
          whereby First Cash will offer  merchandise  from its  inventories  for
          sale on the Company's  websites  pursuant to a co-operative  marketing
          arrangement.   As  consideration   for  the   co-operative   marketing
          arrangement,  the  Company  agreed to issue First Cash up 3 classes of
          warrants  exercisable  to  acquire up to a total of  1,500,000  common
          shares of the Company as follows:  Class A warrants are exercisable to
          acquire  500,000  shares until October 11, 2005;  Class B warrants are
          exercisable  to acquire  500,000  share  between  October 11, 20001 to
          October  11,  20006;  and Class C  warrants  are  exercisable  between
          October 11, 2002 to October 11,  2007.  Each  warrant will entitle the
          holder to acquire  500,000  common  shares of the Company at $2.00 per
          share,  subject to certain adjustments in the event the Company issues
          shares  of its  common  stock  below  the  market  price  prior to the
          exercise  of the  warrants.  The  Company  granted  First Cash  resale
          registration rights in connection with the issuance.





                                       16
<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 offer or make arrangements
to offer additional business-to-business products and services to the pawnbroker
industry,  our ability to protect our 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 shares of preferred stock
par value of $0.00001 per share, and 50,000,000 shares of Common stock par value
of $0.0001 per share.

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.

On May 17, 2000, we amended our  certificate  of  incorporation  to increase our
authorized  capital to  consist  of  100,000,000  shares of common  stock,  with
$0.0001 par value, and 50,000,000  shares of preferred  stock,  with $0.0001 par
value.

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 July 1, 2000, to September 30, 2000.

Our Business

We are in the development stage, which means we are in the process of developing
our business and have no  significant  revenues from our  operations and we have
not  generated any profits.  We launched 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.



                                       17
<PAGE>

     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.  Information  contained  on our
website is not a part of this quarterly report.

We are in the process of  evaluating  the  feasibility  of  providing  financial
services to the pawnbroker industry through a subsidiary entity or entering into
a strategic arrangement with an existing company. We believe there is a business
opportunity to provide financial and other services to pawnbrokers online, which
could  result  in  opportunities  to us.  There  can be no  assurance  that this
business strategy will be successful.  In order to obtain  sufficient  financial
resources  to pursue this  opportunity,  we may be required to issue  additional
common stock of Pawnbroker.com or its subsidiary, thereby diluting the interests
of the existing shareholders of Pawnbroker.com.

Results of Operations

Three Months Ended September 30, 2000 Compared to September 30, 1999

Revenue.  The Company had no revenues from  operations  because it turned on the
commission  module of our website on October 1, 2000. We will generate  revenues
from commission fees of approximately 3% to 6% based on transactions facilitated
through our Pawnbroker.com web site during the fourth quarter 2000. The level of
revenues  received from commission fees is anticipated to vary based on a number
of factors, including, among other things: (i) the willingness of pawnbrokers to
facilitate  transactions through our website on a commission fee basis; (ii) the
inventory available for sale on our web site; (iii) the willingness of customers
to  pay  higher  costs  for  merchandise  reflecting  pawnbrokers'  mark-up  for
commissions;  (iv)  volume of sales  during the  holiday  season and (v) general
economic factors  affecting the pawnbroker and retail industry.  There can be no
assurance that we will generate any material  revenues during the fourth quarter
2000 or in future periods.

Subsequent to September 30, 2000, we entered into a strategic alliance agreement
with First Cash Financial Services, Inc., a publicly traded company operating in
pawn shops and check cashing centers in the United States.  Under the agreement,
first cash agreed to offer its web site inventory on Pawnbroker.com's  Web site.
We will earn a commission fee of 4% on merchandise (except for certain specialty
merchandise  such as watches,  jewelry , diamonds,  gemstones  priced at $500 or
more, on which we will earn a 1% commission  fee) sold through out website.  The
First Cash strategic alliance is expected to increase our inventory by more than
200,000  items,  during  the  fourth  quarter  of 2000.  Under  the terms of the
strategic  alliance  agreements,  we issued First Cash warrants  exercisable  to
acquire up to 1,500,000  shares of our common stock at $2.00 per share,  subject
to  adjustment  in the event we issue  common  stock at a price  lower  than the
exercise price. See "Subsequent Events."

Consulting Fees, Contract Services,  Salaries and Wages. Our expenses related to
consulting fees,  contract  services,  salaries and wages during the three-month
period  ended  September  30, 2000 were  $555,841  compared to $137,130  for the
comparable period in 1999.  Salaries and wages were $259,621 compared to $58,308
for the comparable period in 1999, which was due to increased expense associated
with sales, marketing and development  personnel.  We expect expenses related to
technology  development  to  continue  to be a material  component  of our total
expense as we execute our business plan. However,  now that the website has been
developed and is operational,  the Company expects the absolute dollars expended
to  decrease  substantially  as we reduce the number of  development  personnel,
which we intend to replace with engineering personnel who will be taking more of
a maintenance  role for the Company.  During the third fiscal  quarter 2000, the
Company closed its development  office in  Philadelphia  and moved the necessary
maintenance  functions to Reno,  where the website  will be hosted.  The Company
intends to subcontract  content  loading on an as-needed basis to further reduce
salary and wage expenses.

General and  Administrative/Overhead.  General and  administrative  and overhead
expenses  were  $26,036 for the  three-month  period  ended  September  30, 2000
compared to $11,471 for the  comparable  period in 1999.  Rent was $55,253,  and
reflects  the cost of Santa  Clara  and  Philadelphia  facilities,  compared  to
$12,512  for the  comparable  period in 1999,.  Telephone  expense  was  $54,186
compared to $16,822 for the  comparable  period in 1999,  and reflects the costs
associated  with running a fully  operational  web site. With the closure of the
Company's Philadelphia facility and the Company's Santa Clara office, and moving
the website to Reno, the



                                       18
<PAGE>

Company expects a substantial  reduction in general and administrative  overhead
cost,  associated  with rent and facility  maintenance  and  telephone  and as a
result of our reduction in the development staff.

Sales and  Marketing.  Sales and  marketing  expenses were $54,662 for the three
months  ended  September  30,  2000,  compared to  $162,650.  The  decrease  was
primarily  a reduction  in market  research  related  expenses  associated  with
developing the Company's  business plan. The Company  anticipates that sales and
marketing  expenses  will decrease  substantially  as we move away from the more
costly  traditional  approaches to marketing and use less  expensive  Pawnbroker
industry-affiliated publications, direct marketing mailers and online banner and
exchange ads.

Losses.  The loss during the three months ended September 30, 2000 was $877,441,
compared to $533,625 for the comparable period in 1999. The loss 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.  The Company
expects that losses going forward will decrease due to the facility closures and
staff reductions associated with development.

Six Months Ended September 30, 2000 Compared to September 30, 1999

Revenues.  We had no revenues from operations  during the six-month period ended
September 30, 2000.

Consulting Fees, Contract Services, Salaries and Wages. For the six months ended
September 30, 2000 and 1999, our expense  related to consulting  fees,  contract
services and  salaries and wages were  $1,103,756  and  $187,838,  respectively.
Salaries accounted for the greatest portion of our expenses at $753,903 compared
to $94,397 for the comparable period in 1999, which was due to increased expense
associated with sales, marketing and development  personnel.  We expect expenses
related to technology development, to continue to be a material component of our
total expense as we execute our business plan. However, now that the website has
been  developed and is  operational,  the Company  expects the absolute  dollars
expended  to  decrease  substantially  as we reduce  the  number of  development
personnel,  which we intent to replace with  engineering  personnel  who will be
taking  more of a  maintenance  role for the  Company.  During the third  fiscal
quarter 2000,  the Company closed its  development  office in  Philadelphia  and
moved the  necessary  maintenance  functions to Reno,  where the website will be
hosted.  The  Company  intends to  subcontract  content  loading on an as needed
basis.

General and  Administrative/Overhead.  During the six months ended September 30,
2000 and 1999, our general,  administrative and overhead expenses were $439,528,
which reflects costs associated with the Santa Clara office and the Philadelphia
Development Center, compared to $144,931 for the comparable period in 1999. Rent
was $133,305 during the six-month  period ended September 30, 2000,  compared to
$34,377 during the same period in 1999.  Telephone expense increased to $237,560
in 2000, compared to $16,822 in 1999, reflecting the voice, cable and data costs
associated  with  running a fully  operational  web site.  With the  closure  of
Philadelphia and moving the website server to Reno, the Company expects to see a
reduction in general and administrative  overhead cost, associated with rent and
facility maintenance and telephone and expense related to development staff.

Sales and  Marketing.  For the six months ended  September  30, 2000,  sales and
marketing  expenses were $522,344 compared to $198,476 for the comparable period
in 1999,  which  were  primarily  for  marketing,  sales and  technical  support
personnel to support our increased marketing  activities by 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,  promotion  expenses  increase  awareness,  and
advertising.  The Company  anticipates  that sales and  marketing  expenses will
decrease  as we move  away  from  the  more  costly  traditional  approaches  to
marketing and use less expensive  Pawnbroker  industry-affiliated  publications,
direct marketing mailers and online banner and exchange advertising.



                                       19
<PAGE>

Professional  Fees.  During the six months ended September 30, 2000 professional
fees were  $194,968  compared  to  $35,602  for the  comparable  period in 1999,
primarily  associated  with  legal  and  accounting  services,   principally  in
connection  with our filings with the  Securities  and Exchange  Commission  and
preparation  of legal  documents  related to strategic  alliances,  intellectual
property  protection  and  financing.  We  expect  that  professional  fees  for
Pawnbroker.com will decrease as move from a development stage into a maintenance
stage.  The Company could see an increase in  professional  services  associated
with the formation of financial services subsidiary, and transactions related to
offering business-to-business products and services to the pawnbroker industry.

Other  Income.  During the six months  ended  September  30,  2000,  the Company
incurred net interest  expense of $62,748 compared to interest income of $22,229
for the comparable period in 1999. The expense was associated with a convertible
debenture and long term notes. The interest income is from short-term deposits.

Losses.  For the six month period ended  September 30, 2000,  the Company's loss
was  $3,154,601  compared to $736,972  for the  comparable  period in 1999.  The
losses  was as a result  of  costs  associated  with  developing  the  Company's
business plan, research and development  expenditures related to the development
of the Company's  Pawnbroker.com  web site and technologies and general overhead
and administrative  expenses.  Management expects that losses going forward will
substantially  decrease  due  to  the  Company's  facility  closures  and  staff
reductions.

Liquidity and Capital Resources

Since our  inception on February 5, 1999,  we raised net cash from  financing of
$8,490,432  through private placements of our common stock, and $500,000 through
the  issuance of a  convertible  debenture.  During the six month  period  ended
September 30, 2000, we entered into the following financing transactions:

Line of Credit - $1 million

We obtained a one million dollar  ($1,000,000)  line of credit from BWI Avionics
Ltd. that the Company has completely drawn down as of June 30, 2000. The line of
credit has interest  payable at the rate of twelve percent (12%) per annum.  The
Note is due and payable on May 1, 2001,  with the option of  extending  the term
upon the agreement of BWI Avionics Ltd.,  William Galine,  and Joseph  Schlader.
Each of William  Galine and Joseph  Schlader and Pacific  Pawnbroker,  an entity
owned by Mr. Galine and Mr. Schlader, guaranteed $500,000 of the line of credit.
The Company drew down the loan for the purpose of purchasing certain equipment.

9% convertible debenture - $500,000

On June 7, 2000,  we issued a 9%  convertible  debenture and warrants to Lamothe
Investing  Corp.  pursuant to a loan agreement dated June 7, 2000 to raise gross
proceeds of $500,000.  The  convertible  debenture was  convertible  into common
shares at the  lesser of  lesser  of $4.89 or (ii) 85% of the  average  five (5)
lowest closing bid prices for our shares on the OTCBB or other principal  market
during the  twenty-two  trading day period  prior to the  conversion  date.  The
warrants are  exercisable  to acquire 58,824 shares of our common stock at $4.89
per share.  We issued the 9% convertible  debenture and warrants  pursuant to an
exemption from registration under Rule 506 of Regulation D promulgated under the
Securities  Act. The offering was otherwise in compliance with Rules 501 and 502
promulgated under the Securities Act. We paid a loan fee to of Lamothe Investing
Corp. equal to 10% of the gross proceeds of the offering.

Under the terms of the loan  agreement  with Lamothe  Investing  Corp.,  we were
required  to  file  a  resale  registration  statement  to  register  under  the
Securities  Exchange  Act of 1933,  as  amended,  the  shares  of  common  stock
acquirable by Lamothe upon conversion of the convertible  debenture and exercise
of the warrant. On July 31, 2000, we filed a registration  statement on Form S-1
to register such common shares and an amendment to the registration statement on
August  8,  2000.  The  registration  was  declared  effective  on the  close of
business, August 11, 2000.



                                       20
<PAGE>

On August 23, 2000 Lamothe  Investing Corp issued a conversion  notice under the
terms of the  debenture,  and we issued  268,817  shares of common  stock at the
conversion price of $1.86.

Equity Line - Gestrow Investments Limited

We entered  into a common stock  purchase  agreement  with  Gestrow  Investments
Limited, a British Virgin Islands  corporation,  on July 7, 2000, for the future
issuance  and  purchase  of  shares of our  common  stock.  The  stock  purchase
agreement  establishes  what is sometimes  termed an equity line of credit or an
equity  draw  down  facility.  We were  required  to file a resale  registration
statement to register under the Securities Exchange Act of 1933, as amended, the
shares of common stock issuable to Gestrow under the stock  purchase  agreement.
On July 31, 2000, we filed a registration statement on Form S-1 to register such
common shares and an amendment to the registration  statement on August 8, 2000.
The  registration  was declared  effective on the close of business,  August 11,
2000.

In general,  the draw down facility  operates like this: the investor,  Gestrow,
has  committed  to provide us up to $24 million as we request it over a 12 month
period, in return for common stock.

Once every 22 trading  days,  we may request a draw of up to  $2,000,000 of that
money, subject to a maximum of 12 draws. The maximum amount we actually can draw
down upon each request will be determined by the  volume-weighted  average daily
price of our common  stock for the 22 trading  days prior to our request and the
average  trading volume for the 45 trading days prior to our request.  Each draw
down  must  be for at  least  $250,000.  At the end of a 22 day  trading  period
following the draw down request,  the final draw down amount is determined based
on the  volume-weighted  average stock price during that 22 day period.  We then
use the formulas in the common stock purchase  agreement to determine the number
of shares we will issue to Gestrow in return for that money.

Under the  Agreement,  the maximum we may draw down in each draw is equal to the
lesser of:

     o    $2,000,000; or

     o    20% of the weighted  average  trading price of our common stock on the
          OTCBB during the 22 trading days prior to the draw down, multiplied by
          the average number of shares traded per day on the OTCBB during the 45
          days  prior  to  the  draw  down,  multiplied  by 22,  less a 5%  cash
          placement fee payable to its placement agent,  Ladenburg Thurman & Co.
          Inc., and $1,500 in escrow fees and expenses per draw down.

We may make up to a maximum of 12 draws;  however,  the  aggregate  total of all
draws cannot exceed $24 million and no single draw can exceed $2 million. We are
under no obligation to request a draw for any period.

The average  market  price for our common stock for the 45 trading days prior to
November  7, 2000 was $1.15 and the  average  daily  trading  volume  for the 45
trading days ended November 7, 2000 was 148,602. If our market price on November
7, 2000 and the 45-day average  trading volume  preceding  November 7, 2000 each
remained  constant  over  the 12  month  period  of the  common  stock  purchase
agreement and we requested the maximum  amount  available to us under the common
stock purchase  agreement,  each draw would be capped at approximately  $753,700
and we could  make 12 draws  for a total  amount  drawn  of  $9,044,400.  As the
example shows, if our stock price stays at current  levels,  we will not be able
to draw down all $24 million under the common stock purchase agreement.

A draw down under the equity line may have a substantial  dilutive effect on our
current shareholders. See "Liquidity and Capital Resources."

In connection with the common stock purchase  agreement,  we issued to Gestrow a
warrant exercisable to acquire 334,262 shares of common stock at $3.59 per share
in lieu of any minimum draw down commitment by us. We also issued to Ladenburg a
warrant  exercisable  to  acquire  334,262  shares of common  stock at $3.59 per
share. The shares acquirable upon exercise of these warrants were registered for
resale under the Form S-1 registration statement.



                                       21
<PAGE>

Unit Private Placement - $2 Million

On August 11, 2000, we completed a private placement of 1 million units at $2.00
per unit,  each unit  consisting  of one share of common  stock and one  warrant
exercisable to acquire one  additional  share of common stock at $3.00 per share
for one  year.  We  received  gross  proceeds  of $2  million  from the  private
placement.  The units were  issued to  Annapolis  Properties  Ltd. We issued the
units,  consisting  of the common stock and  warrants,  pursuant to an exemption
from registration under Regulation S promulgated under the Securities Act.

Bridge Loan -- $500,000

On July 15,  2000,  we obtained  bridge  loans in the  amounts of  $300,000  and
$200,000,  respectively.  We issued a $300,000  note to Granite  Communications,
Inc.  bearing interest at 10% per annum, and a $200,000 note to BWI Avionic Ltd.
bearing interest at 12% per annum in connection with the bridge loans. The notes
are  payable on July 15,  2001.  The note  issued to Granite  Communications  is
secured by the assets of Pawnbroker.com, Inc.

Liquidity

As at September 30, 2000, we had  $1,050,007  in cash or term  deposits.  We had
accounts  payable and accrued  liabilities of $1,563,961 and short-term notes of
$1,500,000.  We had a working  capital  deficit of  $2,796,606  at September 30,
2000. In connection with the audit of our audited  financial  statements for our
fiscal year ended March 31, 2000, 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  $1.0 million for the 15 month period from October 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.  We have working capital available to us
under the Gestrow equity line; however, a draw down at current market prices for
our  common  stock  would  have a  material  dilutive  effect  on  our  existing
shareholders.

Management is also evaluating alternative financing opportunities,
but has not entered into any  arrangements  for such financing.  There can be no
assurance  that  alternative  financing  will be  available  to the Company in a
timely  manner or on  acceptable  terms,  if at all.  In the  event  alternative
financing  is  unavailable,  we may seek to issue a draw-down  notice  under the
Gestrow equity line.  However, we cannot assure you that we will be able to draw
sufficient capital under the equity line to fund our working capital needs or in
the event such draws are not  sufficient to fund our working  capital needs that
we will acquire additional financing on acceptable terms, if at all.

We  anticipate  that we will continue to incur  substantial  losses until we can
generate  revenues from  transactions  and membership  fees and from business to
business revenue  opportunities.  We do not anticipate we will begin to generate
any significant revenues until we increase our inventory and effectively promote
our web site. We  implemented  the  commission  fee component of our web site on
October 1, 2000.

During the fiscal quarter ended September 30, 2000, we received no cash from our
operations  and we used  net cash of  $1,304,888.  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.  We  anticipate  that our  working  capital  needs will
decrease during the remainder of 2000, as we have consolidated our operations in
our Reno office and have taken steps to improve  efficiency  and reduce the cost
of implementing our business strategy.

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)  our ability to attract visitors to our web site,

     (ii) our ability to attract pawnshops to use our services,

     (iii) our ability to successfully complete transactions,



                                       22
<PAGE>

     (iv) the availability of financing on acceptable terms,

     (v)  reliability of the  assumptions  of management in estimating  cost and
          timing,

     (vi) competition; and

     (vii) other factors that may be beyond our control.

We  cannot  assure  you  that we will  generate  sufficient  revenues  from  our
operation to earn a profit or that our web site will be commercially successful.
Our  inability  to  successful  market our  website or  generate  revenues  from
transactions on our web site will have a material adverse affect on our business
and results of operations.

Employees

At September 30, 2000, we had 22 employees. In addition to management, we employ
marketing, sales, product development and technical personnel. We expect to hire
a customer service manager,  database administrator,  a developer/IT specialist,
customer  service  representatives,  technical  support  representatives  and  a
Producer/HTML code developer.

Subsequent Events

On October 18, 2000 we entered in a strategic alliance agreement with First Cash
Financial  Services,  Inc.  whereby  Pawnbroker.com  agreed to issue  First Cash
Warrants,  vesting  subject  to certain  terms and  conditions,  exercisable  to
acquire  a  total  of  1,500,000  shares  of  Pawnbroker.com   common  stock  as
consideration  for listing  merchandise for sale on the Pawnbroker Web Sites and
for agreeing to sell First Cash Products at a Minimum Price.

Pawnbroker.com  issued to First Cash three  warrants,  Warrant A,  Warrant B and
Warrant C, each warrant  exercisable to acquire 500,000 shares of Pawnbroker.com
common stock at $2.00 per share,  subject to certain adjustments in the event we
issue  equity  securities  at a price lower than $2.00 per share.  The  exercise
price shall not  reduced  below  $1.00 per share.  We granted  First Cash resale
registration  rights related to the common stock acquirable upon exercise of the
warrants.


ITEM 3:  QUANTITATIVE 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.



                                       23
<PAGE>

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.

On July 7, 2000,  in connection  with the common stock  purchase  agreement,  we
issued to  Gestrow a warrant  exercisable  to acquire  334,262  shares of common
stock at $3.59 per share in lieu of any minimum draw down  commitment  by us. We
also issued to  Ladenburg a warrant  exercisable  to acquire  334,262  shares of
common  stock at $3.59 per  share.  The  warrants  were  issued  pursuant  to an
exemption from registration under Section 4(2) of the Securities Act of 1933, as
amended.

On August 23, 2000,  Lamothe  investing Corp. issued a conversion notice per the
terms of the 9% convertible  debenture issued on June 7, 2000. We issued 268,817
share of our common stock at the conversion  price of $1.86.  The 9% convertible
debenture was issued in reliance  upon Rule 506 of  Regulation D provided  under
the  Securities  Act of 1933,  as amended,  and the issuance was exempt from the
registration  requirements  under  Section  3(a)(9) of the  Securities  Act. The
common shares were registered for resale pursuant to a registration statement on
Form S-1 filed on August 8, 2000, and declared effective on August 11, 2000.

On August 11, 2000, we completed a private placement of 1 million units at $2.00
per unit for gross  proceeds of $2 million.  Each unit consisted of one share of
common  stock  and one  non-transferable  warrant  exercisable  to  acquire  one
additional  common share at $3.00 per share for 1 year. The units were issued in
reliance  upon  an  exemption  from  registration  under  Regulation  S  of  the
Securities Act of 1933, as amended.

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Submission of Matters to a Vote of Security Holders

None.

ITEM 5. Other Information

None.

ITEM 6. Exhibits and Reports on Form 8-K

     a)   Exhibits

        Exhibit
        Number      Description
        ------      -----------
        10.1*       Sales and Fulfillment Agreement dated September 2000, by and
                    between Jewelry Edge and Pawnbroker.com, Inc.

        10.2*       Subscription  Agreement  related  to  August  11,  2000 unit
                    private placement.

        10.3*       Strategic  Alliance  Agreement,   dated  October  18,  2000,
                    between   First   Cash   Financial   Services,    Inc.   and
                    Pawnbroker.com, Inc.

        10.4*       Form of  Warrant  issued to First Cash  Financial  Services,
                    Inc.

        27.1        Financial Data Schedule
        -----------

       *  Filed without  schedules or exhibits.  The Company will provide copies
          of schedules and/or exhibits upon written request.


     b)   Reports on Form 8-K

          None.



                                       24
<PAGE>

                                   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.


Date:  November 14, 2000
                                         PAWNBROKER.COM, INC.



                                         By: /s/ Greigory Park
                                             -----------------------------------
                                             Name:    Greigory Park
                                             Title:   Chief Financial Officer
                                                      (Principal Financial and
                                                      Accounting Officer)










                                       25



<PAGE>

                                 EXHIBIT INDEX


Exhibit
Number      Description
------      -----------
10.1*       Sales and Fulfillment Agreement dated September 2000, by and
            between Jewelry Edge and Pawnbroker.com, Inc.

10.2*       Subscription  Agreement  related  to  August  11,  2000 unit
            private placement.

10.3*       Strategic  Alliance  Agreement,   dated  October  18,  2000,
            between   First   Cash   Financial   Services,    Inc.   and
            Pawnbroker.com, Inc.

10.4*       Form of  Warrant  issued to First Cash  Financial  Services,
            Inc.

27.1        Financial Data Schedule

-----------

*    Filed  without  schedules or exhibits.  The Company will provide  copies of
     schedules and/or exhibits upon written request.