UNITED STATES
                       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 March 31, 2001

                                       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 B
                                  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:
                           March 31, 2001: 20,803,567
                            May 18, 2001: 50,803,567


<PAGE>

                              PAWNBROKER.COM, INC.

                             INDEX TO THE FORM 10-Q
                  For the quarterly period ended March 31, 2001



<TABLE>
                                                                                       Page
                                                                                       ----
<S>      <C>                                                                           <C>
PART I - FINANCIAL INFORMATION...........................................................1
         ITEM 1.  FINANCIAL STATEMENTS...................................................1

         CONSOLIDATED BALANCE SHEETS ....................................................1
         CONSOLIDATED STATEMENTS OF OPERATIONS ..........................................2
         CONSOLIDATED STATEMENTS OF CASH FLOWS ..........................................3
         CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY .................................4
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS .................................5

         ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS..............................................16
         ITEM 3:  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK..............24

PART II - OTHER INFORMATION..............................................................24
         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......................................................25

         ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.......................................26

SIGNATURES...............................................................................28

</TABLE>





<PAGE>

PART I - FINANCIAL INFORMATION

     ITEM 1. FINANCIAL STATEMENTS

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


<TABLE>
                                                                                           March 31,      December 31,
                                                                                                2001              2000
-----------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>              <C>
ASSETS

Current
    Cash and cash equivalents                                                           $     52,817     $    231,763
    Due from related parties (Note 12)                                                        90,374               -
    Prepaid expenses                                                                              -               754
                                                                                        -------------    -------------
                                                                                             143,191          232,517
Deposits                                                                                       1,695            1,695
Capital assets (Note 4)                                                                      235,556          615,350
Domain name (Note 5)                                                                          48,612           59,029
                                                                                        -------------    -------------
Total assets                                                                            $    429,054      $    908,591
=======================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
    Accounts payable and accrued liabilities                                            $    619,110     $    815,727
    Notes payable (Note 6)                                                                 1,500,000        1,500,000
                                                                                        -------------    -------------
                                                                                           2,119,110        2,315,727
Stockholders' equity
    Capital stock (Note 7)
       Authorized
              20,000,000  preferred shares with a par value of $0.00001
              50,000,000  common shares with a par value of $0.00001
       Issued and outstanding
          March 31, 2001 - 20,803,567 common shares
          December 31, 2000 - 20,703,567 common shares                                           209              208
    Additional paid-in capital                                                             7,643,595        7,634,596
    Deficit accumulated during the development stage                                      (9,333,860)      (9,041,940)
                                                                                        -------------    -------------
    Total stockholders' equity                                                            (1,690,056)      (1,407,136)
                                                                                        -------------    -------------
Total liabilities and stockholders' equity                                              $    429,054     $    908,591
=======================================================================================================================
</TABLE>


History and organization of the Company (Note 1)

Commitments (Note 11)

Subsequent events (Note 14)


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



                                       1
<PAGE>

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



<TABLE>
                                                                                 Cumulative
                                                                               Amounts From
                                                                                February 5,      Three Month       Three Month
                                                                                    1999 to     Period Ended      Period Ended
                                                                                  March 31,        March 31,         March 31,
                                                                                       2001             2001              2000
-------------------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>                <C>              <C>
OPERATING EXPENSES
    Amortization                                                              $    525,237       $    62,645      $   (45,042)
    Contract services                                                              787,066                -           318,031
    Consulting                                                                     543,348             2,357          367,732
    Finders fee                                                                     65,000                -                -
    General and administrative                                                   2,354,162            11,851        1,086,928
    Marketing and related expenses                                                 785,712                -            87,071
    Professional fees                                                              636,183            28,169          271,941
    Recovery of operating expenses                                                (218,429)         (218,429)              -
    Rent                                                                           443,054            35,044           68,138
    Salary and wages                                                             2,009,291            46,347          570,100
    Stock-based compensation                                                       378,685                -            93,617
    Telephone                                                                      353,513            22,626           17,267
    Travel and related                                                             309,308             9,621           22,410
                                                                              -------------      ------------     ------------
                                                                                (8,972,130)             (231)      (2,858,193)
                                                                              -------------      ------------     ------------
OTHER ITEMS
    Interest expense                                                              (190,436)          (43,500)              -
    Interest income                                                                 79,526             2,631           12,718
    Loss on disposal of capital assets                                            (180,146)         (180,146)              -
    Write-off of capital assets                                                    (70,674)          (70,674)              -
                                                                              -------------      ------------     ------------
                                                                                  (361,730)         (291,689)          12,718
                                                                              -------------      ------------     ------------

Loss for the period                                                           $ (9,333,860)      $  (291,920)     $(2,845,475)
===============================================================================================================================
Basic and diluted loss per common share (Note 3)                                                 $     (0.01)     $     (0.17)
===============================================================================================================================
Weighted average number of shares of common stock outstanding                                     20,770,234       17,243,321
===============================================================================================================================
</TABLE>



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



                                       2
<PAGE>

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


<TABLE>
                                                                                Cumulative
                                                                              Amounts From
                                                                               February 5,      Three Month       Three Month
                                                                                   1999 to     Period Ended      Period Ended
                                                                                 March 31,        March 31,         March 31,
                                                                                      2001             2001              2000
------------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                 <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Loss for the period                                                     $  (9,333,860)      $  (291,920)     $ (2,845,475)
    Items not affecting cash:
       Amortization                                                               525,237            62,645          (45,042)
       Stock-based compensation                                                   378,685                -            93,617
       Loss on disposal of assets                                                 180,146           180,146               -
       Recovery of operating expenses                                            (218,429)         (218,429)              -
       Interest accrued on notes payable                                          146,000            43,500               -
       Write-off of capital assets                                                 70,674            70,674               -

    Net change in non-cash working capital items:
       Increase in receivable                                                      80,500                -                -
       Due from related parties                                                   (81,374)          (81,374)              -
       (Increase) decrease in prepaid expenses                                         -                754           (2,912)
       Increase in accounts payable and accrued liabilities                       799,651           (21,688)         946,036
                                                                             -------------      ------------     ------------
    Net cash used in operating activities                                      (7,452,770)         (255,692)      (1,853,776)
                                                                             -------------      ------------     ------------
CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of capital assets                                                 (1,011,971)               -                -
    Purchase of domain name                                                      (125,000)               -                -
    Acquisition of cash on purchase of subsidiary                                   8,007                -                -
    Proceeds from disposal of capital assets                                       76,746            76,746           64,015
    Increase (decrease) in deposits                                                (1,695)               -          (204,428)
                                                                             -------------      ------------     ------------
    Net cash provided by (used in) investing activities                        (1,053,913)           76,746         (140,413)
                                                                             -------------      ------------     ------------
CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from convertible debenture                                           500,000                -                -
    Proceeds from notes payable                                                 1,500,000                -                -
    Proceeds from issuance of common stock                                      6,559,500                -         1,501,500
                                                                             -------------      ------------     ------------
    Net cash provided by financing activities                                   8,559,500                -         1,501,500
                                                                             -------------      ------------     ------------
Change in cash position for the period                                             52,817          (178,946)        (492,689)

Cash and cash equivalents, beginning of period                                         -            231,763          917,367
                                                                             -------------      ------------     ------------
Cash and cash equivalents, end of period                                    $      52,817       $    52,817      $   424,678
==============================================================================================================================
</TABLE>


Supplemental disclosure with respect to cash flows (Note 10)



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



                                       3
<PAGE>

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


<TABLE>

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

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

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

 Capital stock of Pawnbroker.com, Inc.
   at April 6, 1999                                  1,124,750              12          26,256               -           26,268
 Deficit of  Pawnbroker.com, Inc. at
   April 6, 1999                                             -               -         (23,261)              -          (23,261)
 Common stock issued pursuant to the
   acquisition of Pawnbroker.com, Inc.
   (Nevada)                                          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
   convertible debenture                               268,817               3         499,997               -          500,000
 Common stock issued for cash                        1,000,000              10       1,999,990               -        2,000,000
 Common stock issued on exercise of
   stock options                                     1,870,000              19         168,281               -          168,300
 Stock-based compensation for options
   issued to consultants and non-employees                   -               -         285,068               -          285,068
 Loss for the period                                         -               -               -      (4,335,831)      (4,335,831)
                                                   ------------     -----------   -------------    -------------    ------------

Balance, December 31, 2000                          20,703,567             208       7,634,596      (9,041,940)      (1,407,136)

 Common stock issued on exercise of
   stock options                                       100,000               1           8,999               -            9,000
 Loss for the period                                         -               -               -        (291,920)        (291,920)
                                                   ------------     -----------   -------------    -------------    ------------

Balance, March 31, 2001                             20,803,567      $      209    $  7,643,595     $(9,333,860)     $(1,690,056)
================================================================================================================================
</TABLE>



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


                                       4
<PAGE>

PAWNBROKER.COM, INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
MARCH 31, 2001
================================================================================


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.

     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.
     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 March
     31, 2001 and December 31, 2000 and the results of  operations  of Eriko for
     the  period  ended  March  31,  2001  and  the  results  of  operations  of
     Pawnbroker.com, Inc., (Nevada) and Digital Signs Inc. from their respective
     dates of  acquisition.  The number of shares  outstanding at March 31, 2001
     and December 31, 2000 as presented are those of Pawnbroker.com, Inc.

     The  accompanying  financial  statements  have been prepared by the Company
     without audit. In the opinion of management, all adjustments (which include
     only  normal  recurring   adjustments)  necessary  to  present  fairly  the
     financial position, results of operations,  changes in stockholders' equity
     and cash flows at March 31,  2001 and for the  period  then ended have been
     made.  These financial  statements  should be read in conjunction  with the
     audited financial statements of the Company for the year ended December 31,
     2000. The results of operations for the period ended March 31, 2001 are not
     necessarily  indicative  of the results to be expected  for the year ending
     December 31, 2001.

     The Company is a development stage company providing  financial services to
     pawnbrokers.


2.   GOING CONCERN

     The Company's  consolidated  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,  as shown in the  accompanying
     consolidated  financial  statements,  the Company has sustained substantial
     losses  from  operations  since  inception  and has no  current  source  of
     revenue. In addition,  the Company has used, rather than provided,  cash in
     its  operations.  The Company has  utilized all of its  available  funding.
     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.

     The  consolidated  financial  statements  do not  include  any  adjustments
     relating to the recoverability and classification of recorded asset amounts
     and  classification  of  liabilities  that  might be  necessary  should the
     Company be unable to continue in existence.



                                       5
<PAGE>

PAWNBROKER.COM, INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
MARCH 31, 2001
================================================================================


2.   GOING CONCERN (cont'd.....)

     On March 1, 2001, the Company terminated facilitating transactions on their
     website and suspended operations.

<TABLE>
     ==========================================================================================
                                                                      March 31,     December 31,
                                                                          2001             2000
     ------------------------------------------------------------------------------------------
     <S>                                                       <C>             <C>
     Deficit accumulated during the development stage          $   (9,333,860) $   (9,041,940)
     Working capital (deficiency)                                  (1,975,919)     (2,083,210)
     ==========================================================================================
</TABLE>


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  takes into
     consideration  shares of common  stock  outstanding  (computed  under basic
     earnings per share) and potentially dilutive shares of common stock.



                                       6
<PAGE>

PAWNBROKER.COM, INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
MARCH 31, 2001
================================================================================


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

     Income taxes

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

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

     Accounting for derivative instruments and hedging activities

     In June 1998, the Financial  Accounting  Standards  Board  ("FASB")  issued
     Statement  of  Financial   Accounting   Standards  No.  133  ("SFAS  133"),
     "Accounting  for  Derivative  Instruments  and  Hedging  Activities"  which
     establishes  accounting and reporting standards for derivative  instruments
     and for hedging  activities.  SFAS 133 is effective for all fiscal quarters
     of fiscal  years  beginning  after June 15,  1999.  In June 1999,  the FASB
     issued SFAS 137 to defer the effective date of SFAS 133 to fiscal  quarters
     of fiscal  years  beginning  after June 15,  2000.  In June 2000,  the FASB
     issued SFAS No. 138,  which is a  significant  amendment  to SFAS 133.  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'  deficit  as of
     March 31, 2001.

     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.



                                       7
<PAGE>

PAWNBROKER.COM, INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
MARCH 31, 2001
================================================================================


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

     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.

     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 consists of cash and cash equivalents,
     due  from  related   parties,   deposits,   accounts  payable  and  accrued
     liabilities and notes payable.  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
                                                                         --------------------------
                                                       Accumulated       March 31,     December 31,
                                             Cost     Amortization            2001             2000
     ----------------------------------------------------------------------------------------------
    <S>                                 <C>           <C>               <C>            <C>
     Furniture and fixtures             $  64,970     $    20,787       $   44,183     $    47,432
     Computer equipment                   226,303          82,503          143,800         502,986
     Computer software                    275,381         231,159           44,222          61,066
     Leasehold improvements                 4,990           1,639            3,351           3,866
                                        ---------     ------------      -----------    ------------
                                        $ 571,644     $   336,088       $  235,556     $   615,350
     ==============================================================================================
</TABLE>



                                       8
<PAGE>

 PAWNBROKER.COM, INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
MARCH 31, 2001
================================================================================


5.   DOMAIN NAME

<TABLE>
    ==========================================================================================
                                                                    March 31,     December 31,
                                                                         2001             2000
    ------------------------------------------------------------------------------------------
    <S>                                                        <C>              <C>
    Domain name                                                 $    125,000     $    125,000
    Less:  Accumulated amortization                                  (76,388)         (65,971)
                                                             ---------------  ---------------
    Net book value                                              $     48,612     $     59,029
    ==========================================================================================
</TABLE>


6.   NOTES PAYABLE

<TABLE>
     ======================================================================================================================
                                                                                                March 31,     December 31,
                                                                                                     2001             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.  The note is secured by the
         Company's assets (Note 14).                                                         $  1,000,000     $  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 (Note 14).                                                                        300,000          300,000

     Loan payable from BWI Avionic Ltd.,  bearing  interest at 12% per annum,  payable
         on July 15, 2001. The note is secured by the Company's assets (Note 14).
                                                                                                  200,000          200,000
                                                                                           ---------------  ---------------
                                                                                             $  1,500,000     $  1,500,000
     ======================================================================================================================
</TABLE>


7.   CAPITAL STOCK

     On April 6, 1999,  Pawnbroker acquired all the issued and outstanding share
     capital  of  Eriko  Internet  Inc.  As  consideration,   Pawnbroker  issued
     34,000,000  (8,500,000 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.



                                       9
<PAGE>

PAWNBROKER.COM, INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
MARCH 31, 2001
================================================================================


7.   CAPITAL STOCK (cont'd.....)

     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 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 ended March 31, 2000
     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.

     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 Company converted the 9% convertible debenture in
     the aggregate  principal  amount of $500,000 into 268,817  common shares of
     the Company at a price of $1.86 per share.

     In December, 2000, the Company issued 1,870,600 common shares upon exercise
     of stock option at a price of $0.09 per share.

     On January 30, 2001, the Company issued 100,000 common shares upon exercise
     of stock option at a price of $0.09 per share.


8.   STOCK OPTIONS AND WARRANTS

     At March 31, 2001,  incentive stock options were  outstanding  enabling the
     optionee to acquire the following number of common shares:

<TABLE>
     ======================================================================================================================
                  Number           Exercise
               of Shares              Price         Expiry Date
     ----------------------------------------------------------------------------------------------------------------------
               <S>              <C>                 <C>
                 250,000          $    6.75         November 1, 2002
                 150,000               6.75         3 years from the date when the Company receives a specified amount of
                                                      financing in private or public offerings after November 1, 1999.
                  82,000               6.75         September 1, 2002
                 930,093        4.50 - 8.13         3 years from the initial vesting dates of the stock options, over
                                                      periods ranging from September 13, 2002 to March 15, 2003.
                  50,000               1.53           September 25, 2003
     ======================================================================================================================
</TABLE>



                                       10
<PAGE>

PAWNBROKER.COM, INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
MARCH 31, 2001
================================================================================


8.   STOCK OPTIONS AND WARRANTS (cont'd.....)

     The following warrants were outstanding at March 31, 2001:

     ============================================================
             Number         Exercise
          of Shares            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
           334,262             3.59           July 7, 2003
         1,500,000             2.00           October 11, 2005
     ============================================================


9.   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,
     "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:

<TABLE>
     ====================================================================================
                                                                                Weighted
                                                                                 Average
                                                                  Number        Exercise
                                                               of Shares           Price
     ------------------------------------------------------------------------------------
     <S>                                                    <C>              <C>
     Outstanding at March 31, 1999                                    -       $        -
         Granted                                                 400,000            6.75
         Forfeited                                                    -               -
         Exercised                                                    -               -
                                                           -------------
     Outstanding at March 31, 2000                               400,000            6.75
         Granted                                               4,896,665            4.09
         Forfeited                                            (1,935,572)           7.10
         Exercised                                            (1,870,000)           0.09
                                                           -------------
     Outstanding at December 31, 2000                          1,491,093            7.74
         Granted                                                 100,000            0.09
         Forfeited                                               (29,000)           5.23
         Exercised                                              (100,000)           0.09
                                                           -------------
     Outstanding at March 31, 2001                             1,462,093            6.74
     ====================================================================================
</TABLE>



                                       11
<PAGE>

PAWNBROKER.COM, INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
MARCH 31, 2001
================================================================================


9.   STOCK BASED COMPENSATION EXPENSE (cont'd...)

     Following  is a summary of the status of options  outstanding  at March 31,
     2001:

<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
       4.50 - 8.13                     930,093           2.05          6.71            174,667            6.31
       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 has granted 532,000  options to consultants  and  non-employees
     which are accounted for under SFAS 123 and EITF 96-18.  Accordingly,  using
     the  Black-Scholes  option  pricing  model,  the options are marked to fair
     value  through   charges  to  operations   as   stock-based   compensation.
     Stock-based  compensation recognized during the period ended March 31, 2001
     was $Nil (2000 - $93,617).

     The Company has 959,093 options  granted to employees  outstanding at March
     31, 2001. These options are accounted for using Accounting Principles Board
     Opinion  No.  25,   "Accounting   for  Stock  Issued  to  Employees".   Had
     compensation expense relating these options 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:

    ===========================================================================
                                                 Three Month       Three Month
                                                Period Ended      Period Ended
                                                   March 31,         March 31,
                                                        2001              2000
    ---------------------------------------------------------------------------
    Loss for the period
        As reported                          $     (291,920)  $    (2,845,475)
                                             ================ =================
        Pro-forma                            $   (4,074,360)  $    (2,845,475)
                                             ================ =================
    Basic and diluted loss per share
        As reported                          $        (0.01)  $        (0.17)
                                             ================ =================
        Pro-forma                            $        (0.20)  $        (0.17)
    ===========================================================================



                                       12
<PAGE>

PAWNBROKER.COM, INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
MARCH 31, 2001
================================================================================


9.   STOCK BASED COMPENSATION EXPENSE (cont'd...)

     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>
     ========================================================================================
                                                               Three Month       Three Month
                                                              Period Ended      Period Ended
                                                                 March 31,         March 31,
                                                                      2001              2000
     ----------------------------------------------------------------------------------------
     <S>                                                      <C>                <C>
     Risk-free interest rate                                         -                5.94%
     Expected life of the options                                    -               1 year
     Expected volatility                                             -                  32%
     Expected dividend yield                                         -                 -
     ========================================================================================
</TABLE>


10.  SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

     ===========================================================================
                                                    Three Month     Three Month
                                                   Period Ended    Period Ended
                                                      March 31,       March 31,
                                                           2001            2000
     ---------------------------------------------------------------------------
     Cash paid for income taxes                  $           -   $           -
     Cash paid for interest                                  -               -
     ===========================================================================

     Non-cash  investing  and  financing  transactions  during the  period  from
     January 1, 2001 to March 31, 2001 were as follows:

     a)   During the period,  employee  stock options were  exercised to acquire
          100,000  shares  of  common  stock at a price of  $0.09  per  share in
          exchange for a receivable of $9,000.

     There were no non-cash  investing  and  financing  transactions  during the
     period from January 1, 2000 to March 31, 2000.


11.  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                                            $      113,676
        2002                                                    89,518
        2003                                                    24,224
        2004                                                     1,230



                                       13
<PAGE>

PAWNBROKER.COM, INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
MARCH 31, 2001
================================================================================


11.  COMMITMENTS (cont'd.....)

     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.  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
          has 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 has formed a Stock Option Plan ("Plan") under which it may
          grant stock options to employees and officers to acquire up to a total
          of 8,000,000  shares of the Company's  common stock,  at a price to be
          determined by the Plan administrator.


12.  DUE FROM RELATED PARTIES

     Amounts  due from an officer  and an  employee  are  non-interest  bearing,
     unsecured and have no fixed terms of repayment.

     The fair value of amounts due from related  parties is not  determinable as
     they have no specific repayment terms and are non-interest bearing.


13.  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
     $9,333,860 in operating losses which, if unutilized, expire as follows:

        2020                                         $     9,333,860
                                                     ===============

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

<TABLE>
    =============================================================================================================
                                                                                    Three Month      Three Month
                                                                                   Period Ended     Period Ended
                                                                                      March 31,        March 31,
                                                                                           2001             2000
    -------------------------------------------------------------------------------------------------------------
    <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>



                                       14
<PAGE>

PAWNBROKER.COM, INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
MARCH 31, 2001
================================================================================


13.  INCOME TAXES (cont'd.....)

     At  March  31,  2001,  deferred  taxes  consisted  of a net  tax  asset  of
     $3,173,512  due to operating  loss  carryforwards  of $9,464,608  which was
     fully allowed for in the valuation  allowance of $3,173,512.  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 March 31, 2001 was $99,252.

     The  valuation  allowance  will be  evaluated  at the  end of each  period,
     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.


14.  SUBSEQUENT EVENTS

     Subsequent to March 31, 2001, the following events occurred:

     a)   The  Company  has  reached  an   agreement   in  principal  to  settle
          allegations  of breach  of  contract  and  wrongful  termination  with
          respect to two former officers of the Company.  The Company has agreed
          in  principal  to settle the dispute by paying  $52,500 and  assigning
          certain computer equipment.

     b)   The Company  entered into  negotiations to settle notes payable in the
          amount of $1,500,000 (Note 6) by issuing  30,000,000  shares of common
          stock at a value of $0.05 per share.

     c)   On April 19, 2001, the Company obtained a bridge loan in the amount of
          $100,000.  The  promissory  note bears interest at the rate of 18% per
          annum and is due July 19, 2001.



                                       15
<PAGE>

                    NOTE REGARDING FORWARD LOOKING STATEMENTS

     Except for statements of historical  fact,  certain  information  contained
herein constitutes  "forward-looking  statements,"  including without limitation
statements containing the words "believes,"  "anticipates," "intends," "expects"
and words of similar import, as well as all projections of future results.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other  factors  which  may  cause  our  actual  results  or  achievements  to be
materially different from any of our future results or achievements expressed or
implied by such  forward-looking  statements.  Such factors include, but are not
limited to the following:  our limited operating history; our history of losses;
our lack of adequate  working capital to fund its  operations;  risks related to
our ability to continue as a going concern;  need for additional capital;  risks
involving  new  product  development;  risk  related to  developing  a financial
services  business;  credit  risk  related  to  lending  money  to  pawnbrokers;
competition;  management  of  growth  and  integration;  risks of  technological
change; our dependence on key personnel,  marketing relationships with pawnshops
and third party  suppliers;  our ability to protect  its  intellectual  property
rights;  government regulation of the financial services,  Internet commerce and
the pawn  industry;  economic and  political  factors;  dependence  on continued
growth in use of Internet; liability for Internet content; uncertainty regarding
infringing  intellectual property rights of others; security risks and the other
risks and uncertainties described under "Description of Business - Risk Factors"
in this annual report.  Certain of the forward looking  statements  contained in
this registration statement are identified with cross-references to this section
and/or to  specific  risks  identified  under  "Description  of  Business - Risk
Factors".

     You should not place undue reliance on forward  looking  statements.  We do
not  intend to update  forward  looking  statements  contained  in this  report.
References  to  "Company,"   "Registrant,"  "our,"  "us,"  and  "we,"  refer  to
Pawnbroker.com, Inc. and its subsidiaries.


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

OVERVIEW

     We, Pawnbroker.com,  Inc., are a development stage company with no revenues
from our operations.  We have never generated any profits.  We were incorporated
in Delaware in February  1998.  On June 14, 1999,  we acquired all of the issued
and outstanding shares of Pawnbroker.com,  Inc., a Nevada  corporation,  and for
the purposes of  implementing  a business  strategy of  developing a web site to
list and offer for sale the  merchandise  of  independent  pawnshops  throughout
North  America.  Prior to our  acquisition  of the Nevada  corporation we had no
assets,   liabilities,   revenues  or  expenses.   We  are  in  the  process  of
incorporating  Pawnbroker Financial Services Inc., a Delaware  corporation,  for
the  purposes of  operating  our planned  business  of  offering  financial  and
business-to-business services to pawnbrokers.



                                       16
<PAGE>

     During 1999 and 2000,  we developed  and launched a web site that  provided
online customers a method to search for and buy merchandise from the inventories
of  pawnshops.  We  completed  the  initial  development  of  the  software  and
technology  related  to the  business  and  began the beta test of a web site in
December  1999.  During  the  course of  developing  our web site and  marketing
strategy,  we presented our concept to several hundred  pawnshops at conventions
and  tradeshows  and  received  oral  expressions  of interest  or requests  for
additional  information  from  several  pawnshops  about our plan to  facilitate
transactions  between  pawnshops  and consumers  through our web site.  Based on
information  provided to us by pawnshops,  our goal was to have a total of up to
2,000  participating  member pawnshops  offering an average of 475 items each by
December   2000.   In  June  2000,  we  launched  the   commercial   version  of
Pawnbroker.com.

     Pawnbroker.com  featured  items  of  merchandise  from the  inventories  of
pawnshops,  including merchandise such as jewelry, consumer electronics,  tools,
collectibles,  coins, cameras and musical instruments.  Although several hundred
pawnshops initially expressed an interest in posting merchandise for sale on our
web site,  we  experienced  difficulties  in  offering  sufficient  supplies  of
inventory as several  pawnbrokers failed to post the merchandise on our web site
as they had initially indicated. During the second half of 2000, we entered into
a  strategic  relationship  with a major  chain of  pawnshops  in an  effort  to
increase our  inventory,  but were unable to post such inventory on our web site
in a timely  manner.  We failed  to  generate  any  material  revenues  from our
operations.

     Based in part on the  condition of the capital  markets,  we were unable to
obtain  additional  financing on acceptable terms to fund our marketing  efforts
and our working  capital  requirements.  We began to consolidate and restructure
our operations to conserve working capital by closing our technical  development
and support facility in Philadelphia and our business office in California,  and
by laying off all of our technical  development  and support  staff.  During the
fourth  quarter 2000 and the first  quarter of 2001,  we  experienced  technical
difficulties  maintaining  our web site and were  unable to  continue to provide
technical  support to our  customers  because of lack of working  capital.  As a
result,  we further  consolidated our operations and we terminated  facilitating
transactions  on our web site and suspended our business  operations on March 1,
2001,   to   concentrate   our  efforts  on   developing   our   financial   and
business-to-business services.

     We anticipate that we may re-launch our  pawnbroker-to-consumer web site in
an  alternative  format  in the  future,  assuming  that we are  able  to  raise
sufficient  financing  to do so and  that  there  is  sufficient  interest  from
pawnbrokers and end users for such service offering. We have no current plans to
do so during 2001.

     We are in the process of  restructuring  our business and  developing a new
business plan and strategy under which we intend to provide  financial  services
by offering secured loans to pawnbrokers and to operate a web site that provides
pawnbroker  industry  specific  business-to-business  services.  We  are  in the
process  of  finalizing  a  business  plan and  attempting  to  restructure  our
liabilities  to allow  us to raise  financing  to fund  the  development  of our
planned business and our working capital requirements.  We currently do not have
sufficient  working capital to finance our planned business  strategy and may be
unable to continue as a going concern.



                                       17
<PAGE>

     We had a working capital deficiency of $2,083,210 at December 31, 2000, and
a  working  capital  deficiency  of  $1,975,919  at  March  31,  2001.  In their
independent auditor's report dated May 10, 2001 related to our audited financial
statements  for December 31, 2000,  Davidson & Company,  Chartered  Accountants,
expressed doubt about our ability to continue as a going concern due to our lack
of working  capital for our planned  business  activities.  We intend to address
this going concern issue by restructuring our liabilities and by raising capital
through  equity,  debt or  convertible  securities  financing.  We are currently
seeking financing by presenting our business plan to potential investors.  If we
are unable to raise additional  financing,  we anticipate we will not be able to
continue as a going concern.

     Neither  we nor  any of  our  subsidiaries  are  currently  subject  to any
bankruptcy, receivership or similar proceedings at the date of this report.

     Our headquarters are located at 85 Keystone,  Suite A, Reno, Nevada, 89503,
and our telephone number is (775) 332-5048.

     Our web site address is www.pawnbroker.com. The information on our web site
is not a part of this quarterly report.


Results of Operations

Three Months Ended March 31, 2001 Compared to March 31, 2000

     Revenues. We had no revenues from operations.

     Salaries  and Payroll.  Salaries  and wage  expenses for three months ended
March 31, 2001 decreased to $46,347  compared to $570,100 for the same period in
2000. During the first quarter 2000, we incurred  significant  salaries and wage
expense  as a result of hiring  personal  to meet our needs as we  attempted  to
execute  our  business  plan,  including  our  hiring  in the  areas of  product
development,  sales and  marketing  and general and  administrative.  During the
quarter  ended  December 31, 2000,  we began  consolidating  our  operations  to
conserve working capital by closing our  Philadelphia  development and technical
support  facilities  and  our  California  business  office  and by  laying  off
personnel in those  offices.  During the first  quarter 2001, we laid off all of
our   personnel,   with  the   exception  of  four   employees,   including  one
administrative  employee and three  management,  marketing and sales  employees.
During  the three  month  period  ended  March  31,  2000,  we had  stock  based
compensation  of $93,617,  compared to no stock based  compensation  in 2001. We
intend to hire  additional  employees  and  management  with  experience  in the
financial  service industry to assist us with implementing our financial service
business strategy.

     Contract Services. Outside service expense for three months ended March 31,
2001 were nil compared to $318,031 in the same quarter of 2000,  which consisted
primarily of contract  services for investor  relations,  public  relations  and
market  research.  Subsequent  to December 31, 2000,  we suspended  our business
operations and terminated all our arrangements with



                                       18
<PAGE>

contract  service  providers.  We may incur contract service expenses related to
regulatory  compliance and research to develop our financial  services  business
during the remainder of 2001.

     Consulting.  Consulting  expense for three months ended March 31, 2001 were
$2,357 compared to $367,732 during the same period in 2000.  Consulting expenses
during the three  month  period  ended  March 31, 2000  consisted  primarily  of
assistance  related to the evaluation and  development of our Internet  business
strategies,  development  of a  Internet  business  plan and  interim  executive
personnel.  These costs were  associated  with the  development  of our business
strategy to offer the merchandise of pawnshops over the Internet.  Subsequent to
December 31, 2000, we suspended our business  operations  and terminated all our
arrangements with our consultants.  As a result, we anticipate that we may incur
nominal  expenses  related to consulting  expenses  during the second quarter of
2001, but that  consulting  expenses will increase in the second half of 2001 as
we begin the process of implementing our business strategy of offering financial
services to pawnbrokers. We intend to engage outside consultants with experience
in the financial  service industry to assist us with developing and implementing
policies and procedures for our financial service offerings.

     Professional Fees.  Professional fees for three months ended March 31, 2001
were $28,169 compared to $271,941 for the same period in 2000. Professional fees
consist primarily of legal and accounting expenses. The decrease in professional
expense  resulted from our lack of working  capital and our reduction in the use
of our legal  counsel  and  accounting  professionals  during  2001.  During the
quarter ended March 31, 2000, we incurred substantial professional fees expenses
related to legal and accounting  support during the  development of our Internet
business and expenses related to preparing filings to comply with our Securities
and Exchange  Commission  reporting  obligations.  We  anticipate  that expenses
related to professional fees may decline during 2001, as we have been relatively
inactive during the first four months of 2001.  However,  professional  fees may
increase if we obtain additional  financing to undertake research related to our
financial  services  business  and  the  development  of  documents,  forms  and
procedures related to such business.

     Marketing and Related  Expense.  Marketing  and related  expenses for three
months  ended March 31, 2001 were nil compared to $87,071 for the same period in
2000.  Marketing and related  expenses in 2000  consisted  primarily of creative
printing and  advertising.  Marketing  expenses are expected to be substantially
lower during 2001 than in 2000, as we have  suspended our  operations and do not
anticipate  that we will begin to market our financial and  business-to-business
services until at least the third or fourth quarter of 2001.

     General and Administrative.  General and administrative related expense for
three months ended March 31, 2001 were $11,851,  compared to  $1,086,928  during
2000.  General and  administrative  related expense for three months ended March
31, 2000 consisted  primarily of general office,  printing,  purchased software,
recruiting and facility costs  associated  with the  development of our Internet
business and maintaining offices in Reno,  Philadelphia and California.  General
and  administrative  expenses  are  expected  to remain  lower  than the  levels
experienced in 2000, as we have  consolidated  our operations into one office in
Reno, Nevada.



                                       19
<PAGE>

     Travel and  Related.  Travel and related  expenses  for three  months ended
March 31, 2001 were $9,621  compared to $22,410  during the same period in 2000.
Travel and related expenses related  primarily to travel for raising capital and
business development activities.  Travel and related expenses are expected to be
consistent  with the  levels in the first  quarter  2001  during  the  remaining
quarters of 2001.

     Recovery of Operating  Expenses.  During the three month period ended March
31, 2001, we had $218,429 in recovery of operating  expenses  resulting from our
negotiation  and  settlement  of  debt  owed to  creditors.  This  reduction  in
obligations  to our  creditors  is expected to  continue as our  management  has
determined  such  restructuring  is  required  to allow  us to raise  additional
financing  to be able to  continue  as a going  concern  and to fund our plan of
operation.  Future  restructuring  and  settlement of creditor  obligations  may
result in additional  recovery of operating  expenses during 2001, but there can
be  no  assurance  that  we  will   successfully   restructure  or  settle  such
obligations.

     Loss. Our loss for three months ended March 31, 2001 of $291,920 ($0.01 per
share)  compared to the  $2,845,475  ($0.07 per share) during the same period in
2000, a decrease of $2,816,283. The decrease resulted from the suspension of our
web site  operations  during the three month period ended March 31, 2001 and our
restructuring.  During the three month period ended March 31, 2000,  we incurred
substantial   costs   associated   with  the   development  and  launch  of  the
Pawnbroker.com web site and business,  including corporate acquisition expenses,
developing our business plan, product development expenses,  sales and marketing
expenses and  administrative  expenses.  We anticipate  that we will continue to
incur losses  during the second  quarter 2001 at a level  approximately  as that
recorded during the first quarter 2001, and that losses will increase during the
second half of 2001 as we begin  implementing  our new  business  strategy.  See
"Plan of Operation."


Liquidity and Capital Resources

     In their  independent  auditor's  report  dated May 10, 2001 related to our
audited  financial  statements  for December 31, 2000,  Davidson & Company,  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  currently  do not have  sufficient  working  capital  to meet  our  on-going
obligations.  As of March 31, 2001, we had cash and cash  equivalents of $52,817
and receivables of $90,374,  due from employees who exercised stock options, and
a working capital deficit of $1,975,919,  which includes current  liabilities of
$2,119,110.

     During the three months ended March 31, 2001,  we received no revenues from
our operations and we used net cash of $255,692 in operating activities. Our use
of cash  during  such period was  primarily  as a result of expenses  related to
sustaining  our  operations  for salary  expenses,  professional  fees and costs
related to general administrative  expenses and overhead. Our use of cash during
the first quarter of 2001 in operating  activities  declined from levels of cash
used in operating  activities in 2000 ($1,853,776),  as we have consolidated our
operations in our Reno office and have suspended our business operations related
to facilitating  transactions  between  pawnshops and customers  through our web
site. We  anticipate  that our working  capital  needs will increase  during the
remainder of 2001, as we have consolidated our



                                       20
<PAGE>

operations in our Reno office and have suspended our business operations related
to facilitating  transactions  between  pawnshops and customers  through our web
site.  We will  continue to incur  losses until we can  generate  revenues  from
financings   and  membership   fees  and  from  business  to  business   revenue
opportunities. We do not anticipate we will begin to generate any revenues until
we can offer our financial services to pawnbrokers,  which is not anticipated to
occur until the third or fourth quarter of 2001, assuming  sufficient  financing
is available.

     During the first half of 2001, we have been  negotiating with our creditors
to restructure our debt obligations.  Management believes that restructuring our
liabilities  is  essential  to  facilitating  our  ability  to raise  additional
financing to fund our planned business strategy.

     On May 11,  2001,  we entered  into  agreements  with three note holders to
convert  $1,500,000  owed to them into  shares of our common  stock at $0.05 per
share.  We are in the process of  negotiating  with our  remaining  creditors to
restructure  our debt  obligations  to them and may enter into  arrangements  to
reduce such  obligations by converting such obligations into equity or to settle
such  obligations  for less than the amounts  owed. We cannot assure you that we
will  successfully  restructure our outstanding  debt or that issuing equity for
the settlement of debt will not result in  substantial  dilution to our existing
shareholders.  We are also in the  process of seeking  sufficient  financing  to
implement our business strategy.  Our ability to raise additional financing will
be contingent on our ability to restructure  our  liabilities and may require us
to restructure our capital  structure.  If adequate funds are not available,  we
will be required to sell or liquidate our business or file bankruptcy.

     We estimate  that our minimum cash  requirements  to implement  our plan of
operation  is  between  approximately  $3 million  to $9  million  during  2001,
primarily  for  capital  to provide  loans to  qualified  pawnbrokers;  expenses
related  to  general  over  head and  administration,  regulatory  research  and
licensing;  preparing  documents,  forms and  procedures  to offer  our  planned
financial  services;  costs associated with developing our  business-to-business
web site and costs related to marketing  our financial and  business-to-business
services.  See "Plan of Operation." We cannot assure you that we will be able to
obtain  sufficient  financing to fund our working  capital  needs on  acceptable
terms, if at all.

     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)  the costs to complete the regulatory  research and obtain  licenses to
          operate our financial services business,

     (ii) our  ability to  successfully  complete  financing  transactions  with
          pawnbrokers,

     (iii) the availability of financing on acceptable terms,

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

     (v)  competition; and

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



                                       21
<PAGE>

     We cannot  assure you that we will  generate  sufficient  revenues from our
operations  to earn a  profit  or that our  planned  service  offerings  will be
commercially successful. Our inability to successful implement our business plan
or generate revenues from financial services will have a material adverse affect
on our business and results of operations.


Plan of Operation

     Our plan of operation is based on information  provided in discussions with
our consultants,  discussions with pawnbrokers,  our results of operations,  our
negotiations and discussions with third party vendors,  experience of management
and the decisions of our  management.  Our plan of operation for the fiscal year
ending December, 31, 2001 is as follows:

     o    Restructure our outstanding  liability and capital  structure to allow
          us to obtain financing;

     o    Raise additional financing of between $3 million to $9 million to fund
          our operations and to implement our business strategy;

     o    Complete  regulatory  compliance  research  related to lending  rates,
          licensing  requirements,  perfecting  security interests in assets and
          other regulatory issues in states targeted for our financial  services
          roll out;

     o    Develop or license  the  technology  required to  facilitate  loans to
          member pawnbrokers and to offer our business-to-business services;

     o    Develop the documentation, forms and required procedures to facilitate
          loans to member pawnbrokers;

     o    Market and  promote  our  financial  services  to  pawnbrokers  in the
          targeted  states and our  business-to-business  network to pawnbrokers
          throughout North America;

     o    Generate revenues through the offering loans to member  pawnbrokers in
          the  target  market  (based  on  credit   ratings  and  rankings)  and
          membership fees; and

     o    Identify  viable  target  markets  for  additional  roll  outs  of our
          financial services.

     In order to reduce our cash  requirements,  we intend to outsource  certain
development,   marketing,  human  resources,  legal  and  accounting  functions.
Similarly,  in order to reduce  capital  expenditures,  we intend to enter  into
leasing agreements for hardware and other equipment requirements.

     We estimate that our initial cash requirements are approximately  $90,000 a
month,  principally for salaries,  professional  services,  marketing and office
expenses.   We  anticipate   that  our  cash   requirements   will  increase  to
approximately  $126,000  to $150,000  per month in the third and fourth  quarter
2001 as a result of costs  related to  raising  capital;  professional  services
associated with the research related to regulatory requirements of our financial
services;  development  of  documents,  forms and  procedures  to offer loans to
pawnbrokers  in targeted  states;  hiring of management  with  experience in the
financial  services   industry;   development  of  our  website  to  enable  the
application  loan  process  related  to our  financial  services;  web  site and
technology  development  costs  related to  development  of the services for our
business-to-business  web site; increased salary and related expenses associated
with the  implementation  of our business  strategy;  and costs  associated with
marketing our web site.



                                       22
<PAGE>

     We estimate  that the cost to develop the  technology to launch and operate
our  business-to-business  web site will be approximately  $50,000. We intend to
engage a third  party  developer  to develop our  business-to-business  web site
based in part,  if  feasible,  on the  technology  which  we  developed  for our
pawnbroker.com  web site. We have not made any arrangements for such development
and  currently  do  not  have  sufficient   working  capital  to  commence  such
development efforts.  Actual costs to development our  business-to-business  web
site may be significantly higher than our estimates, in which case, we intend to
scale-down  the  services  proposed to be offered  until  appropriate  levels of
financing are available.

     We intend to compete in the highly competitive financial services industry.
We will compete against  companies that have  substantially  greater  financial,
technical  and  other  resources  than  us.  Several  competitors  already  have
established web sites, brand names, strategic  relationships and other web sites
and user loyalty,  all of which create a competitive  advantage over us. We have
not yet begun  the  process  of  determining  the  regulatory  requirements  for
conducting our proposed financial services business and we do not currently have
sufficient  working capital to implement our planned business  strategy.  During
2000,  several Internet related companies have failed or been acquired by larger
competitors.  Competitive  pressures,  lack of adequate financing and failure to
gain market  acceptance  are some of the factors that have caused such companies
to fail. We face these same challenges,  and we cannot guarantee that we will be
able to compete  effectively  or that we will  obtain  sufficient  financing  to
develop a commercially viable business.

     Our ability to implement our proposed business plan is subject to obtaining
adequate financing. We currently do not have sufficient financing to continue as
a going concern;  however, based on our discussions with potential investors, we
believe that we can raise additional financing if we are able to restructure our
liabilities.  We may arrange to convert a  significant  portion of our debt into
equity,  which  based on the current  market  price of our common  stock,  would
result in  significant  dilution  to  existing  shareholders.  In  addition,  to
implement  our business  plan we  anticipate  that we will enter into  financing
arrangements  in  which we  issue  equity,  debt,  convertible  securities  or a
combination of these.  Such financing  arrangements are anticipated to result in
additional dilution to our existing  shareholders.  We cannot assure you that we
will be able to restructure our liabilities or that we will successfully  obtain
additional financing.  If we are unsuccessful at either of these, we will not be
able to continue as a going  concern  and we may be  required to  liquidate  our
company or declare bankruptcy.


Subsequent Events

     On April 19, 2001, we obtained a bridge loan in the amount of $100,000 from
Edward  Romano,  evidenced by a promissory  note bearing  interest at the annual
rate of 18%, due July 19, 2001.

     On May 11,  2001,  we entered  into  agreements  with three note holders to
convert  $1,500,000  owed to them into  shares of our common  stock at $0.05 per
share.   The  market   price  of  our  common   stock  as  quoted  on  the  NASD
Over-the-Counter  Bulletin Board was $0.015 on May 11, 2001.  Under the terms of
these  agreements,  we  issued  30,000,000  shares  of our  common  stock to the
following note holders: 20,000,000 shares to BWI Avionics Ltd.,



                                       23
<PAGE>

6,000,000  shares  to  Granite  Communications  Inc.,  and  4,000,000  shares to
Eurogrowth  Investments Ltd. BWI Avionics Ltd., Granite Communications Inc., and
Eurogrowth  Investments  Ltd.  are  non-U.S.  persons and the shares were issued
outside  the United  States in  reliance  upon an  exemption  from  registration
available under Regulation S of the Securities Act of 1933, as amended.


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 at this time. The Company is exposed to economic and
political changes in international  markets where the Company competes,  such as
inflation rates, recession, foreign ownership restrictions, domestic and foreign
government  spending,  budgetary and trade policies and other  external  factors
over which the Company has no control.


PART II - OTHER INFORMATION

     ITEM 1. LEGAL PROCEEDINGS

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

     We have  received a claim from Neil  McElwee,  our former  Chief  Executive
Officer,  for breach of contract and wrongful termination in connection with our
termination  of Mr. McElwee for cause.  Mr.  McElwee was seeking  damages in the
amount of $150,000.  We settled all claims for $35,000 payable in 3 installments
commencing May 15, 2001.


ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

     None.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     None.

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

     None.




                                       24
<PAGE>

ITEM 5. OTHER INFORMATION

     None.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     a)   Exhibits

        Exhibit
        Number      Description
        ------      -----------
         2.1(1)     Agreement  of  Reorganization  by and between  Digital  Sign
                    Corporation,  Edward F. Meyers III and Digital  Signs,  Inc.
                    dated February 14, 1998.

         2.2(1)     Agreement and Plan of Share Exchange by and between  Digital
                    Sign  Corporation  and Eriko  Internet,  Inc. dated April 4,
                    1999.

         2.3(1)     Agreement   and  Plan  of   Reorganization   by  and   among
                    Pawnbroker.com,  Inc. and Joseph  Schlader,  Cheryl Schlader
                    and William Galine dated May 14, 1999.

         2.4(1)     Addendum  to  Agreement  and Plan of  Reorganization  by and
                    among  Pawnbroker.com,  Inc.  and  Joseph  Schlader,  Cheryl
                    Schlader and William Galine dated June 11, 1999.

         3.1(1)     Certificate  of  Incorporation  of Digital Sign  Corporation
                    filed February 13, 1998.

         3.2(1)     Certificate of Amendment of Digital Sign  Corporation  filed
                    June 10, 1999.

         3.3(3)     Certificate of Amendment of Pawnbroker.com,  Inc. filed June
                    1, 2000.

         3.5(1)     Bylaws of Digital  Sign  Corporation.  (Previously  filed as
                    Exhibit 3.3 to Form 10)

         3.6(3)     Amended and Restated Bylaws of Pawnbroker.com, Inc.

         5.1        Opinion of Dorsey & Whitney LLP

        10.1(1)     Form  of  Private  Placement  Subscription  Agreement  dated
                    February 1998.

        10.2(1)     Contribution   Agreement   by  and  between   Digital   Sign
                    Corporation and Cameron Woodbridge dated May 19, 1999.

        10.3(1)     Subscription Agreement by and between  Pawnbroker.com,  Inc.
                    and Packard Financial Group Inc. dated June 14, 1999

        10.4(1)     Form of Share Purchase  Warrant issued to Packard  Financial
                    Group Inc. on June 14, 1999

        10.5(1)     85 Keystone Lease  Agreement by and between  Pawnbroker.com,
                    Inc. and The Kowalski Family Trust dated April 1, 1999

        10.6(1)     Design   and   Development    Agreement   by   and   between
                    Pawnbroker.com, Inc. and Banshee, Inc. dated April 26, 1999

        10.7(1)     Consulting Agreement by and between Pawnbroker.com, Inc. and
                    IRG Investor Relations dated June 25, 1999

        10.8(2)     Lease Agreement by and between Pawnbroker.com,  Inc. and Don
                    Pearlman Joint Venture Six dated December 2, 1999

        10.9(2)     Employment Agreement by and between Pawnbroker.com, Inc. and
                    Neil McElwee effective September 13, 1999

        10.10(2)    Employment Agreement by and between Pawnbroker.com, Inc. and
                    Joseph Schlader effective June 13, 1999



                                       25
<PAGE>

        Exhibit
        Number      Description
        ------      -----------
        10.11(2)    Employment Agreement by and between Pawnbroker.com, Inc. and
                    William Galine effective June 13, 1999

        10.12(2)    Employment Agreement by and between Pawnbroker.com, Inc. and
                    Vahid Rafizadeh

        10.13(2)    Severance    and   Release    Agreement   by   and   between
                    Pawnbroker.com,  Inc. and Daniel  McElwee  effective May 18,
                    2000

        10.14(2)    Letter  Agreement  by and between  Pawnbroker.com,  Inc. and
                    Jefferies & Co., Inc. dated December 1, 1999

        10.15(2)    12%  Promissory  Note in the Principal  Amount of $1,000,000
                    dated April 26, 2000 issued to BWI Avionics, Ltd.

        10.16(2)    Agreement   by  and   between   Pawnbroker.com,   Inc.   and
                    RedTagOutlet.com, Inc. dated May 10, 2000

        10.17(4)    Letter  Agreement  by and between  Pawnbroker.com,  Inc. and
                    Ladenburg Thalmann & Co. Inc. dated June 7, 2000

        10.18(4)    Letter  Agreement  by and between  Pawnbroker.com,  Inc. and
                    Ladenburg Thalmann & Co. Inc. dated June 7, 2000

        10.19(4)    Loan  Agreement  by and  between  Pawnbroker.com,  Inc.  and
                    Lamothe Investing Corp. dated June 7, 2000

        10.20(4)    Registration Rights Agreement by and between Pawnbroker.com,
                    Inc. and Lamothe Investing Corp. dated June 7, 2000

        10.21(4)    Escrow Agreement related to the Loan Agreement dated June 7,
                    2000

        10.22(4)    Form of 9% Convertible Debenture issued to Lamothe Investing
                    Corp.

        10.23(4)    Form of Warrant issued to Lamothe Investing Corp.

        10.29(3)    Amended and Restated Stock Option Plan, filed June 1, 2000.

        10.30(5)    Common   Stock    Purchase    Agreement   by   and   between
                    Pawnbroker.com,  Inc. and Gestrow  Investments Limited dated
                    July 6, 2000

        10.31(5)    Registration Rights Agreement by and between Pawnbroker.com,
                    Inc. and Gestrow Investments Limited dated July 6, 2000

        10.32(5)    Escrow  Agreement  related  to  the  Common  Stock  Purchase
                    Agreement dated July 6, 2000

        10.33(5)    Form of Warrant issued to Gestrow Investments Limited

        10.34(5)    Form of Warrant issued to Ladenburg Thalmann & Co.  Inc.

        10.35(5)    Letter Agreement dated July 7, 2000

        10.36(5)    Promissory Note issued to Ladenburg Thalmamm & Co. Inc.

        10.37(5)    Letter Agreement with Gestrow  Investment Limited dated July
                    19, 2000

        10.38(6)    Sales and Fulfillment Agreement dated September 2000, by and
                    between  Jewelry  Edge and  Pawnbroker.com,  Inc.  (filed as
                    Exhibit 10.1)

        10.39(6)    Subscription  Agreement  related  to  August  11,  2000 unit
                    private placement. (filed as Exhibit 10.2)

        10.40(6)    Strategic  Alliance  Agreement,   dated  October  18,  2000,
                    between   First   Cash   Financial   Services,    Inc.   and
                    Pawnbroker.com, Inc. (filed as Exhibit 10.3)



                                       26
<PAGE>

        Exhibit
        Number      Description
        ------      -----------
        10.41(6)    Form of  Warrant  issued to First Cash  Financial  Services,
                    Inc. (filed as Exhibit 10.4)

        10.42(6)    Strategic  Alliance  Agreement,   dated  October  18,  2000,
                    between   First   Cash   Financial   Services,    Inc.   and
                    Pawnbroker.com, Inc. (filed as Exhibit 10.3)

        10.43(6)    Form of  Warrant  issued to First Cash  Financial  Services,
                    Inc. (filed as Exhibit 10.4)

        10.44(7)    18%  Promissory  Note in the  Principal  Amount of  $100,000
                    dated July 19, 2001 issued to Edward Romano.

        10.45(7)    Form of  Subscription  Agreement  dated May 11,  2001 - Note
                    Conversion

        21.1(1)     Subsidiaries of the Registrant

        23.1(7)     Consent and Acknowledgement of Davidson & Co.

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

(1)  Previously filed September 1, 1999 on Form 10.

(2)  Previously filed October 13, 1999 on Form 10/A.

(3)  Previously filed on June 1, 2000 on Form 8-K.

(4)  Previously filed on June 30, 2000 on Form 10-K.

(5)  Previously filed on July 31, 2000 on Form S-1.

(6)  Previously filed on November 14, 2000 on Form 10-Q.

(7)  Previously filed on May 15, 2001 on Form 10-K.


     b)   Reports on Form 8-K

          None.



                                       27
<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:    May 21, 2001

                                PAWNBROKER.COM, INC.



                                By:  /s/ Joseph Schlader
                                     -------------------------------------------
                                     Name:    Joseph Schlader
                                     Title:   President
                                     (Principal Executive Officer)




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





                                       28