================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 10-Q

(Mark One)

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

     For the quarterly period ended September 30, 1999

                                       OR

|_|  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from ____________ to ______________.

                         Commission file number 0-27215


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

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

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

                                 (775) 332-5048
              (Registrant's Telephone Number, Including Area Code)


     Indicate by check mark  whether the  registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X   No ---

    The number of outstanding common shares, no par value, of the Registrant
                      at September 30, 1999 was 16,914,750

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

<PAGE>

                              PAWNBROKER.COM, INC.

                             INDEX TO THE FORM 10-Q
                For the quarterly period ended September 30, 1999

<TABLE>
                                                                                                      Page
                                                                                                      ----
Part I -     Financial Information

<S>                                                                                                   <C>
  ITEM 1.    Financial Statements

             Consolidated Balance Sheets................................................................3

             Consolidated Statements of Operations......................................................4

             Consolidated Statements of Cash Flows......................................................5

             Consolidated Statement of Changes in Stockholders' Equity .................................6

             Notes to the Consolidated Financial Statements.............................................7

  ITEM 2.    Management's Discussion and Analysis of FINANCIAL
             CONDITION AND Results of Operations........................................................13

  ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK..................................21

Part II -    Other Information

   ITEM 1.    Legal Proceedings ........................................................................21

   ITEM 2.    Changes in Securities AND USE OF PROCEEDS.................................................21

   ITEM 3.    Defaults Upon Senior Securities ..........................................................22

   ITEM 4.    Submission of Matters to a Vote of Security Holders.......................................22

   ITEM 5.    Other Information.........................................................................22

   ITEM 6.    Exhibits and Reports on Form 8-K..........................................................22


Signatures .............................................................................................23

</TABLE>








<PAGE>

Part I -  Financial Information

     ITEM 1. FINANCIAL STATEMENTS


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


<TABLE>
                                                                                           September 30,
                                                                                                1999
---------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>
ASSETS

Current
    Cash                                                                                   $    1,915,991
    Employee advances                                                                               3,312
    Prepaid expenses                                                                                2,706
                                                                                           --------------
                                                                                                1,922,009

Deposit                                                                                             1,313

Capital assets (Note 4)                                                                           358,381

Domain name (Note 5)                                                                              111,111
                                                                                           --------------
                                                                                           $    2,392,814
==========================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
    Accounts payable and accrued liabilities                                               $       43,467
                                                                                           --------------

Stockholders' equity Capital stock (Note 7)
       Authorized
              20,000,000 preferred stock with a par value of $0.00001
              50,000,000 common stock with a par value of $0.00001
       Issued and outstanding
          September 30, 1999 - 16,914,750 common shares                                               170
    Additional paid-in capital                                                                  3,086,149
    Deficit accumulated during the development stage                                             (736,972)
                                                                                           --------------
                                                                                                2,349,347

                                                                                           $    2,392,814
==========================================================================================================
</TABLE>

On behalf of the Board:

                                         Director
-----------------------------------------

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


                                      -3-
<PAGE>

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

<TABLE>

                                                                           Cumulative
                                                                         Amounts From
                                                                          February 5,
                                                                                 1999
                                                                      (Incorporation)        Six Month     Three Month
                                                                                   to     Period Ended    Period Ended
                                                                        September 30,    September 30,   September 30,
                                                                                 1999             1999            1999
-----------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>               <C>             <C>
OPERATING EXPENSES
    Contract services                                                   $      83,732     $     83,732    $     75,113
    Consulting                                                                  9,709            9,709           3,709
    Depreciation and amortization                                              70,126           70,126          50,249
    General and administrative                                                 33,500           33,500          11,471
    Management fees                                                            82,800           82,800          61,800
    Marketing and related expenses                                            162,650          162,650         162,650
    Meals and entertainment                                                     5,270            5,270           5,270
    Professional fees                                                          35,602           35,602          16,606
    Promotion                                                                  35,826           35,826          11,318
    Rent                                                                       34,377           34,377          12,512
    Salary and wages                                                           94,397           94,397          58,308
    Selling costs                                                              11,516           11,516          11,516
    Shareholder information and transfer agent fees                            17,115          17,115         16,380
    Telephone                                                                  16,822           16,822          16,822
    Travel and related                                                         65,759           65,759          42,128
                                                                      ---------------  ---------------  --------------
                                                                             (759,201)        (759,201)       (555,852)

OTHER ITEM
    Interest income                                                            22,229           22,229          22,229
                                                                      ---------------  ---------------  --------------

Loss for the period                                                    $     (736,972)   $    (736,972)  $    (533,623)
=======================================================================================================================
Basic and diluted loss per common share (Note 3)                       $           -     $      (0.06)   $       (0.03)
=======================================================================================================================

Weighted average shares outstanding                                                -        11,873,212      16,914,750
=======================================================================================================================
</TABLE>






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



                                      -4-
<PAGE>

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


<TABLE>
                                                                                     Cumulative
                                                                                   Amounts From
                                                                                    February 5,
                                                                                           1999
                                                                                (Incorporation)       Six Month
                                                                                             to    Period Ended
                                                                                  September 30,   September 30,
                                                                                           1999            1999
----------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Loss for the period                                                          $     (736,972)   $   (736,972)
    Item not affecting cash:
       Depreciation and amortization                                                     70,126          70,126

    Net change in non-cash working capital items:
       Increase in employee advances                                                     (3,312)         (3,312)
       Increase in prepaid expenses                                                      (2,706)         (2,706)
       Increase in deposit                                                               (1,313)         (1,313)
       Increase in accounts payable and accrued liabilities                              38,279          38,279
                                                                                ---------------  --------------
    Net cash used in operating activities                                              (635,898)       (635,898)
                                                                                ---------------  --------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of capital assets                                                         (414,618)       (414,618)
    Purchase of domain name                                                            (125,000)       (125,000)
    Acquisition of cash on purchase of subsidiary                                         8,007           8,007
                                                                                ---------------  --------------
    Net cash used in investing activities                                              (531,611)       (531,611)
                                                                                ---------------  --------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from issuance of common stock                                            3,083,500       3,003,000
                                                                                ---------------  --------------
    Net cash provided by financing activities                                         3,083,500       3,003,000
                                                                                ---------------  --------------

Change in cash position for the period                                                1,915,991       1,835,491

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

Cash position, end of period                                                    $     1,915,991   $   1,915,991
================================================================================================================
</TABLE>

Supplemental disclosure with respect to cash flows (Note 8)


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


                                      -5-
<PAGE>

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

<TABLE>

                                                                                                       Deficit
                                                                                                   Accumulated
                                                            Common Stock             Additional         During          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,                  -             -         (23,261)            -         (23,261)
    1999

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

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

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

  Loss for the period                                          -             -               -      (736,972)       (736,972)
                                                     -------------  ------------  -------------  -------------  -------------

Balance, September 30, 1999                           16,914,750     $     170     $ 3,086,149    $ (736,972)   $  2,349,347
=============================================================================================================================
</TABLE>










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



                                      -6-
<PAGE>

PAWNBROKER.COM, INC.
(formerly Digital Sign Corporation)
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited - Prepared by Management)
SEPTEMBER 30, 1999
================================================================================


1.   ORGANIZATION OF THE COMPANY

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

     These  financial  statements  contain  the  financial  statements  of Eriko
     Internet Inc.  ("Eriko"),  Pawnbroker.com,  Inc.,  Digital Signs,  Inc. and
     Pawnbroker.com,  Inc. (a Nevada  Corporation)  presented on a  consolidated
     basis. On April 6, 1999,  Pawnbroker.com,  Inc.  acquired all of the issued
     and outstanding  share capital of Eriko by issuing  8,500,000 common shares
     (Note  6).  As a result  of the share  exchange,  control  of the  combined
     companies  passed to the former  shareholders of Eriko.  This type of share
     exchange has been accounted for as a capital  transaction  accompanied by a
     recapitalization   of  Eriko.   Recapitalization   accounting   results  in
     consolidated   financial   statements   being  issued  under  the  name  of
     Pawnbroker.com,  Inc.,  but are considered a  continuation  of Eriko.  As a
     result,  the financial  statements  presented  represent  the  consolidated
     financial  position of the above Companies as at September 30, 1999 and the
     results of operations of Eriko for the six month period ended September 30,
     1999 and the period from February 5, 1999  (incorporation) to September 30,
     1999 and the results of operations and cash flows of Pawnbroker.com,  Inc.,
     Pawnbroker.com,  Inc.  (Nevada)  and Digital  Signs Inc.  from their deemed
     dates of acquisition during the period. The number of shares outstanding at
     September 30, 1999 as presented are those of Pawnbroker.com, Inc.

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

     In the  opinion of  management,  the  accompanying  consolidated  financial
     statements  contain all adjustments  necessary  (consisting  only of normal
     recurring accruals) to present fairly the financial  information  contained
     therein.  These  statements  do not  include  all  disclosures  required by
     generally accepted accounting  principles and should be read in conjunction
     with the  audited  financial  statements  of the Company for the year ended
     March 31, 1999.  The results of  operations  for the six month period ended
     September  30,  1999 are not  necessarily  indicative  of the results to be
     expected for the year ending March 31, 2000.


2.   GOING CONCERN

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

<TABLE>
     ------------------------------------------------------------------------------------------
                                                                                  September 30,
                                                                                           1999
     ------------------------------------------------------------------------------------------
     <S>                                                                       <C>
     Deficit accumulated during the development stage                           $      (736,972)
     Working capital                                                                  1,878,542
     ==========================================================================================
</TABLE>



                                      -7-
<PAGE>

PAWNBROKER.COM, INC.
(formerly Digital Sign Corporation)
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited - Prepared by Management)
SEPTEMBER 30, 1999
================================================================================


3.   SIGNIFICANT ACCOUNTING POLICIES

     Principles of consolidation

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

     Revenue recognition

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

     Use of estimates

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

     Cash and cash equivalents

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

     Loss per share

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

     Income taxes

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

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

     Accounting for derivative instruments and hedging activities

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



                                      -8-
<PAGE>

PAWNBROKER.COM, INC.
(formerly Digital Sign Corporation)
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited - Prepared by Management)
SEPTEMBER 30, 1999
================================================================================


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

     Reporting on costs of start-up activities

     In April 1998,  the American  Institute of  Certified  Public  Accountant's
     issued Statement of Position 98-5 ("SOP 98-5"),  "Reporting on the Costs of
     Start-Up  Activities" which provides guidance on the financial reporting of
     start-up  costs and  organization  costs.  It  requires  costs of  start-up
     activities and organization  costs to be expensed as incurred.  SOP 98-5 is
     effective for fiscal years  beginning  after December 15, 1998 with initial
     adoption  reported  as the  cumulative  effect  of a change  in  accounting
     principle. The Company has adopted this statement during the period.

     Stock-based compensation

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

     Comprehensive income

     The Company has adopted Statement of Financial Accounting Standards No. 130
     ("SFAS 130"), "Reporting  Comprehensive Income". This statement establishes
     rules for the reporting of  comprehensive  income and its  components.  The
     adoption  of SFAS 130 had no  impact  on total  stockholders'  equity as of
     September 30, 1999.

     Software development

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

     Capital assets

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

     Domain names

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

     Advertising costs

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



                                      -9-
<PAGE>

PAWNBROKER.COM, INC.
(formerly Digital Sign Corporation)
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited - Prepared by Management)
SEPTEMBER 30, 1999
================================================================================


4.   CAPITAL ASSETS

<TABLE>
     ==============================================================================================
                                                                         Accumulated        Net
                                                          Cost          Depreciation     Book Value
     ----------------------------------------------------------------------------------------------
     <S>                                              <C>              <C>            <C>
     Furniture and fixtures                           $    34,846      $    2,903     $    31,943
     Equipment and software                               379,772          53,334         326,438
                                                         --------         -------         --------
                                                      $   414,618      $   56,237     $   358,381
     ==============================================================================================
</TABLE>


5.   DOMAIN NAME

     ===========================================================================
                                                                September 30,
                                                                         1999
     ---------------------------------------------------------------------------
        Domain name                                            $      125,000
        Accumulated amortization                                      (13,889)
                                                               --------------
                                                               $      111,111
     ===========================================================================


6.   BUSINESS COMBINATIONS

     Eriko Internet Inc.

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

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

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

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

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



                                      -10-
<PAGE>

PAWNBROKER.COM, INC.
(formerly Digital Sign Corporation)
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited - Prepared by Management)
SEPTEMBER 30, 1999
================================================================================


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

     Pawnbroker.com, Inc. (Nevada)

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


7.   CAPITAL STOCK

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


8.   SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

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

                                                                  September 30,
                                                                          1999
     --------------------------------------------------------------------------

     Cash paid for income taxes                                   $         -
     Cash paid for interest                                                 -
     ==========================================================================

     Non-cash  investing  and  financing  transactions  during the  period  from
     February 5, 1999 to September 30, 1999 were as follows:

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

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

     c)   The Company  received  250,000 shares of common stock for cancellation
          at a deemed  value of $250,  of which  amount is  included in accounts
          payable at September 30, 1999.


9.   COMMITMENTS

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


                                      -11-
<PAGE>

PAWNBROKER.COM, INC.
(formerly Digital Sign Corporation)
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited - Prepared by Management)
SEPTEMBER 30, 1999
================================================================================


9.   COMMITMENTS (cont'd.....)

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


10.  SHARE PURCHASE WARRANTS

     During the six month period ended  September 30, 1999,  the Company  issued
     1,300,000  units through a private  placement at a price of $2.31 per unit,
     for total  proceeds of  $3,003,000.  Each unit consists of one common share
     and one-half of a share purchase  warrant.  One full share purchase warrant
     entitles  the holder to acquire one  additional  common share at a price of
     $2.31 per share until June 23, 2000 and at a price of $2.90 per share until
     June 23, 2001. As of September 30, 1999,  there were 650,000 share purchase
     warrants outstanding.


11.  RELATED PARTY TRANSACTIONS

     During the six month period ended  September 30, 1999, the Company paid the
     following:

     a)   Management  fees  of  $21,000  to  officers  and/or  directors  of the
          Company.






                                      -12-
<PAGE>

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

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

Overview

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

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

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

The financial  statements  filed with our quarterly  report on Form 10-Q and our
management's  discussion  and  analysis of  financial  condition  and results of
operation  are for the period from  February 5, 1999,  the date of  inception of
Eriko Internet Inc., to September 30, 1999.


Our Business

We,  Pawnbroker.com,  Inc., are a Delaware corporation in the development stage,
which  means  we are in the  process  of  developing  our  business  and have no
revenues from our  operations  and have not generated any profits.  We intend to
launch a web site  designed  to provide  online  customers a  fundamentally  new
method to search for and buy merchandise from the inventories of pawnshops.  Our
web site is located at www.pawnbroker.com.

We  intend to enter  into  agreements  with  "brick-and-mortar"  pawnshops  with
existing physical locations under which each  participating  pawnshop will agree
to make certain items or all of their inventory  available for purchase  through
Pawnbroker.com  at prices  established  by the  pawnshop or on a "make an offer"
basis. Based on our discussion with potential participants,  we believe that our
Pawnbroker.com web site services will be particularly  attractive to independent
pawnshops and small  pawnshop  chains,  who sell their  merchandise  exclusively
through  their  physical  locations  and may be  limited  by the  scope of their
geographic  market.  We intend to  generate  revenues  by  charging  pawnshops a
transaction   fee,  ranging  between  5%  to  10%  of  the  purchase  price,  on
successfully completed  transactions.  The Company's management and its board of
advisors  are in the  process of  determining  an  appropriate  transaction  fee
policy,  and the Company  anticipates  that the  transaction  fee policy will be
finalized in December 1999.



                                      -13-
<PAGE>

We are currently in the process of completing  the  development  of the software
and  technology  related to our business and intend to beta test our web site in
December  1999 with  approximately  65  pawnshops  who have orally  committed to
participate in the tests by each listing  approximately 500 items of merchandise
on our site. After  completing beta tests and debugging our software,  we intend
to launch our site to the general public in two phases:

1.   Soft  Launch:  Our  soft  launch  is  scheduled  for  January  2000  and is
     anticipated  to feature  between 65 and 100  participating  pawnshops.  The
     general public will be allowed to access general  information about (i) the
     pawn industry, (ii) our web site, (iii) our participating  pawnshops,  (iv)
     our  policies  related to  purchasing  merchandise  on our web site and our
     Pawnbroker.com  Satisfaction  Program  and (iv) the  schedule  for our hard
     launch  when they  will be able to  purchase  merchandise  on our web site.
     Participating  pawnshops will be able to (i) use Pawnbroker.com email; (ii)
     complete  applications  to become a  participating  pawnshop;  (iii) upload
     inventory lists of merchandise to sell on our web site when we complete the
     hard  launch  of our web site;  and (iv)  access  information  specifically
     designed  for  pawnshops   including   pawnshop   regulatory   information,
     instructions and guidelines related to listing  merchandise for sale on our
     web site, our policies and procedures  related to  participating  pawnshops
     and information posted on our web site by our participating  pawnshops.  We
     do not anticipate that visitors will be able to purchase merchandise on our
     web site during our soft launch.

2.   Hard Launch: Our hard launch is scheduled for March 2000 and is anticipated
     to feature  between  100 and 200  participating  pawnshops.  After our hard
     launch,  we anticipate that our web site will be fully operational and that
     we  will  begin  to  facilitate   transactions  between  visitors  and  our
     participating  pawnshops.  We anticipate that each  participating  pawnshop
     will feature  approximately 300 to 500 items for sale on our pawnbroker.com
     web site.

Our goal is to have a total of up to 2,000  participating  pawnshops offering an
average of 275 items each by December 2000.

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

Participating  pawnbrokers  will be able to run our  Pawnbroker.com  software on
IBM-compatible   PCs  with   Microsoft   Windows  95/98.   We  anticipate   that
participating  pawnbrokers  will be able to purchase an  IBM-compatible  PC with
Microsoft  Windows  95/98 and a laser  printer to print  invoices  and  shipping
labels  at a cost of less  than  $2,000.  We will  also  recommend  the use of a
digital  camera  to  display  pictures  of  merchandise  on our  web  site.  See
"Participating Pawnbroker Systems Requirements."

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

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

We intend to increase repeat purchases and build loyalty to our service by using
post-sale  marketing  techniques  including  follow-up  email messages to remind
customers of our web site and personalized  services that will allow visitors to
(i)  request  merchandise  that is not  listed  for sale on our web  site,  (ii)
notification by email when a



                                      -14-
<PAGE>

particular item of merchandise is available on our web site, and (iii) automatic
email reminders of specific occasions like birthdays, holidays or anniversaries.

We anticipate that the number of transactions facilitated on Pawnbroker.com will
increase and decrease  during  certain  times of the year,  similar to the sales
fluctuations  experienced by physical  pawnshops in their retail sales. Based on
our management's  experience in the pawnshop  industry,  we anticipate our sales
will be higher during the periods  immediately  prior to Christmas,  Valentine's
Day, Mother's Day and Father's Day than during other times of the year.

Our  revenues  will depend on  transaction  fees,  ranging from 5% to 10% of the
purchase  price,  paid by pawnshops for successful  transactions  completed with
purchasers. Based on our discussions with potential advertisers, we believe that
when and if our site  traffic  reaches  10,000 or more  visitors per day, we may
receive  additional  revenues by selling  banner ads. In the future,  we plan to
generate additional revenue by licensing a point-of-sale & inventory  management
application  that allows  participating  pawnshops to  seamlessly  post items in
their  inventory  database for sale on our web site and to manage their in-store
and online inventory in an effective, efficient manner.

We have no revenues from our operations  and we have a history of losses.  As of
September 30, 1999,  we had an  accumulated  deficit of $739,972.  We anticipate
that we will continue to incur substantial losses for the foreseeable future. We
estimate  that we will  require  additional  financing of at least $5 million to
meet our cash requirements  through the fiscal quarter ending June 30, 2000. Our
ability to fully  implement our business  strategy will depend on our ability to
raise  future  financing.  Factors  that will  affect our  ability to raise such
financing may include, among other things:

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

We anticipate that we will raise additional financing through private placements
of our equity or debt during the fourth  quarter of 1999 or the first quarter of
2000.  We have engaged  Jefferies and Company to advise the company on financial
matters.  We cannot  assure you that we will  successfully  complete any private
placements or that we will obtain additional financing to implement our business
plans on acceptable terms, if at all.

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




                                      -15-
<PAGE>

Summary of Financial Data

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

<TABLE>
                                                                                       Period from
                                                      Three months ended             February 5, 1999
                                                      September 30, 1999              (inception) to
                                                                                    September 30, 1999
                                                    ----------------------         ----------------------
<S>                                                          <C>                         <C>
                                                          (Unaudited)                  (Unaudited)
Revenue                                                    $   --                       $   --
                                                    ----------------------         ----------------------
                                                              --                            --
                                                    ----------------------         ----------------------
Operating expenses
   Consulting fees, salaries and wages, etc....              198,930                     270,638
   General and administrative/Overhead.........               46,075                      89,969
   Sales and marketing ........................              227,612                     275,751
   Shareholder communication and transfer
   agent fees                                                 16,380                      17,115
   Professional fees                                          16,606                      35,602
   Amortization of intangible assets...........               50,249                      70,126
                                                    ----------------------         ----------------------
                                                             555,852                     759,201
                                                    ----------------------         ----------------------
Operating income (loss)......................              $(555,852)                   $(759,201)

Other income ................................
   Interest....................................              $22,229                      $22,229

Net income (loss)..............................            $(533,623)                   $(736,972)
                                                    ======================         ======================
</TABLE>

Results of Operations

We expect  expenses  related to  research  and  development  and  administrative
expenses to  continue  to be a material  component  of our  expenses  during the
start-up phase of our  development.  We also anticipate that expenses related to
marketing and sales will increase substantially during the fourth quarter ending
December 31, 1999 and the first half of 2000, as we begin an extensive  campaign
to  market  and  promote  our  Pawnbroker.com  Web  site and  develop  strategic
alliances with participating pawnshops.

During the three month  period  ended  September  30, 1999,  we  terminated  our
relationship  with  Banshee,   Inc.  Under  an  agreement  between  Banshee  and
Pawnbroker.com  (Nevada),  Banshee was engaged to develop the  software  and the
e-commerce   architecture   for  the  in-store  item  listing   component,   the
Pawnbroker.com   database  and  the  Pawnbroker.com  Web  site.  Our  management
evaluated  our  relationship  with  Banshee  and  determined  that it was in the
company's best interest to begin staffing our own in-house  development  team to
further develop our technologies  and software.  In connection with that effort,
we hired Vahid Rafizadeh as our Chief Technical Officer in October 1999 and have
begun staffing a development  team, which has assumed the development of our web
site and related  technologies.  We intend to use currently available technology
and  products  and  to  contract  out  most  technical   services  required  for
customization.  We also intend to retain rights to the proprietary  intellectual
property embodied in our technology including,  wherever possible,  source code,
and to maintain a continual right to use the system for our purposes



                                      -16-
<PAGE>

Three Months Ended September 30, 1999

     Revenues.  We had no revenues  from  operations.  Our loss during our three
month  interim  period ended  September  30, 1999 of $555,852 was as a result of
costs associated with corporate  acquisition  expenses,  developing our business
plan,  research and development  expenditures  related to the development of our
Pawnbroker.com web site and technologies and general overhead and administrative
expenses.  We  anticipate  that our  expenses  and losses  will  increase  as we
increase our web site development and marketing efforts.

     Consulting  Fees,  Contract  Services,  Salaries  and Wages.  Our  expenses
related to consulting fees,  contract  services,  management fees,  salaries and
wages  during our three  month  interim  period  ended  September  30,  1999 was
$198,930.  During this period,  we paid  consultants fees of $3,709 and contract
service fees of $75,113 to outside  consultants  for  assistance  related to the
evaluation and  development of our Internet  business  strategies.  We also paid
management  fees of $61,800  to Joseph  Schlader,  our  President,  and  William
Galine,  our Vice President,  related to management  services  provided to us in
connection  with the  development  of our business  plan and  management  of our
operations.  We paid  salaries  and wages in the amount of  $58,308  paid to our
employees.  We anticipate that expenses related to compensation to personnel and
consultants will increase  substantially during the remainder of our fiscal year
and  through  December  31,  2001,  as we hire  additional  employee  to provide
services  in the  areas of  technology  development,  customer  service,  sales,
marketing  and  systems   maintenance.   We  intend  to  continue  committing  a
significant portion of our working capital to completing the development and the
soft launch of our web site during  January  2000 and the hard launch of our web
site by March 2000.  Thereafter,  we intent to commit a  significant  portion of
enhance existing products and develop new products,  resulting in an anticipated
increase in the dollar amounts of research and  development  expenses for future
periods.

     General  and   Administrative/Overhead.   General  and  administrative  and
overhead  expenses were $46,075 for the three months period ended  September 30,
1999.  During the period we  expanded  administrative  activity  to support  the
development of our business,  including  general expenses of $11,471,  meals and
entertainment  expense $5,270, rent expense of $12,512 and telephone expenses of
$16,822.  We expect  that the dollar  amounts  will  continue to increase as the
Company  expands its customer  service  operations,  establishes  new  corporate
headquarters  in the  Silicon  Valley  area of  California  and a  research  and
development  office  in  Pennsylvania  and  other  administrative   requirements
increase to support this growth.  We added as company CEO, Mr. Neil  McElwee,  a
long-time internet eCommerce expert and software business consultant to lead the
company in its next stages of growth.

     Sales and  Marketing.  Sales and  marketing  expenses were $227,612 for the
three months ended  September  30, 1999.  The increase was  primarily  due to an
increase in marketing,  sales and technical  support  personnel  supporting  our
increased  marketing   activities  related  to  attending   Pawnbroker  industry
tradeshows  and  marketing  our Web based  marketing  concept to the  pawnbroker
industry.  Our sales and marketing expenses included expenses related to general
marketing expenses of $2,650,  promotion expenses of $171,318,  selling costs of
$11,516 and travel costs of $42,128.

     We  anticipate  that  our  sales  and  marketing   expenses  will  increase
substantially  after we  launch  our web site and  begin  promotional  campaigns
targeted at buyers of  merchandise.  In addition,  our efforts prior to our hard
launch scheduled for March 2000 are anticipated to increase  substantially as we
continue our marketing efforts to the pawnbroker industry.

     Shareholder Communications and Transfer Agent Fees. During the three months
ended   September   30,  1999,   expenses   related  to  providing   shareholder
communication  and expenses  related to transfer agent fees were $16,380 for the
three month period ending September 30, 1999.

     Professional  Fees.  During the three months ended  September  30, 1999, we
paid  professional  fees of $16,606 related to legal and accounting  services in
connection  with the  filing  of our  Form 10  registration  statement  with the
Securities and Exchange Commission.

     Other  Income.  During the three months ended  September  30, 1999,  we had
revenues from interest paid on short-term deposits in the amount of $22,229.



                                      -17-
<PAGE>

The Period from February 5, 1999 (inception) to September 30, 1999

     Revenues.  We had no revenues from  operations.  Our loss during the period
from our  inception to  September  30, 1999 of $736,972 was as a result of costs
associated with corporate  acquisition  expenses,  developing our business plan,
research  and  development  expenditures  related  to  the  development  of  our
Pawnbroker.com web site and technologies and general overhead and administrative
expenses.  We  anticipate  that our  expenses  and losses  will  increase  as we
increase our web site development and marketing efforts.

     Consulting  Fees,  Contract  Services,  Salaries  and Wages.  Our  expenses
related to consulting fees,  contract  services,  management fees,  salaries and
wages during the period from our  inception to September  30, 1999 was $270,638.
During this period, we paid consultants fees of $9,709 and contract service fees
of $83,732 to outside  consultants for assistance  related to the evaluation and
development of our Internet business strategies. We also paid management fees of
$82,800  related to management  services  provided to us in connection  with the
development of our business plan and management  services,  including a total of
$61,800  to  Joseph  Schlader,  our  President,  and  William  Galine,  our Vice
President.  We paid  salaries  and wages in the  amount of  $94,397  paid to our
employees.  We anticipate that expenses related to compensation to personnel and
consultants will increase  substantially during the remainder of our fiscal year
and  through  December  31,  2001,  as we hire  additional  employee  to provide
services  in the  areas of  technology  development,  customer  service,  sales,
marketing  and  systems   maintenance.   We  intend  to  continue  committing  a
significant portion of our working capital to completing the development and the
soft launch of our web site during  January  2000 and the hard launch of our web
site by March 2000.  Thereafter,  we intent to commit a  significant  portion of
enhance existing products and develop new products,  resulting in an anticipated
increase in the dollar amounts of research and  development  expenses for future
periods.

     General  and   Administrative/Overhead.   General  and  administrative  and
overhead  expenses  were $89,969 for the period from our  inception to September
30, 1999. During the period we expanded  administrative  activity to support the
development of our business,  including  general expenses of $33,500,  meals and
entertainment  expense $5,270, rent expense of $34,377 and telephone expenses of
$16,822.  We expect  that the dollar  amounts  will  continue to increase as the
Company  expands its customer  service  operations,  establishes  new  corporate
headquarters  in the  Silicon  Valley  area of  California  and a  research  and
development  office  in  Pennsylvania  and  other  administrative   requirements
increase to support this growth.

     Sales and  Marketing.  Sales and  marketing  expenses were $265,751 for the
period from our inception to September 30, 1999.  The increase was primarily due
to an increase in marketing,  sales and technical support  personnel  supporting
our increased  marketing  activities  related to attending  Pawnbroker  industry
tradeshows  and  marketing  our Web based  marketing  concept to the  pawnbroker
industry.  Our sales and marketing expenses included expenses related to general
marketing expenses of $2,650,  promotion expenses of $195,826,  selling costs of
$11,516 and travel costs of $65,759.  We anticipate that our sales and marketing
expenses  will  increase  substantially  after we launch  our web site and begin
promotional  campaigns  targeted  at buyers of  merchandise.  In  addition,  our
efforts  prior to our hard launch  scheduled  for March 2000 is  anticipated  to
increase  substantially  as we continue our marketing  efforts to the pawnbroker
industry.

     Shareholder  Communications and Transfer Agent Fees. During the period from
our  inception on February 5, 1999 to September  30, 1999,  expenses  related to
providing shareholder  communication and expenses related to transfer agent fees
were $17,115 for the period from our inception to September 30, 1999.

     Professional  Fees.  During the period from our  inception to September 30,
1999,  we paid  professional  fees of $35,602  related  to legal and  accounting
services in connection  with our acquisition of Pawnbroker  (Nevada),  corporate
matters, preparing an audit and the filing of our Form 10 registration statement
with the Securities and Exchange Commission.

     Other  Income.  During the three months ended  September  30, 1999,  we had
revenues from interest paid on short-term deposits in the amount of $22,229.

Liquidity and Capital Resources

As at September 30, 1999 we have  $1,915,991 in cash or term deposits,  which we
believe will be  sufficient to satisfy our cash  requirements  through our third
fiscal  quarter  ending  December  31,  1999.  We will need to raise  additional
financing to fund our  operations  after  December 31, 1999.  We intend to raise
such financing through



                                      -18-
<PAGE>

private equity or debt  offerings  during the fourth  calendar  quarter of 1999;
however,  we cannot assure you that we will acquire this financing on acceptable
terms, if at all.

Since our  inception on February 5, 1999,  we raised net cash from  financing of
$3,293,326 during the fiscal quarter ended June 30, 1999,  including  $3,003,000
in capital  through  private  placements  of our common  stock and  $290,326  in
advances to us. Since our  inception on February 5, 1999 to September  30, 1999,
we used net cash of $1,167,509.  We received no cash from our operations  during
these  periods,  and our use of cash during such  periods  were  primarily  as a
result of expenses related to research and development of our web site, expenses
related to marketing  and  promotion,  salary  expenses,  professional  fees and
expenses related to general administrative expenses and overhead.

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

Our operating  budget for the period beginning July 1, 1999 through December 31,
1999 is estimated to be  approximately  $2.3  million,  and $3.6 million for the
period  beginning  January 1, 2000 through June 30, 2000.  We cannot  assure you
that our actual  expenditures  for these  periods will not exceed our  estimated
operating budget.  Actual expenditures will depend on a number of factors,  some
of which are beyond our control, including, among other things:

     (i)    timing of the development and testing of our software and web site,

     (ii)   our ability to attract visitors to our web site,

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

     (iv)   our ability to launch our web site in a timely manner,

     (v)    our ability to successfully complete transactions,

     (vi)   the availability of financing on acceptable terms,

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

     (viii) the time spent by consultants and  professionals  developing our web
            site,

     (ix)   competition; and

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

We  estimate  that we will be  required  to raise  approximately  $5  million in
additional   capital  during  the  first  calendar  quarter  2000  to  meet  our
anticipated cash needs during the first two calendar  quarters of 2000. In their
independent  auditor's  report  dated  November  2, 1999,  Davidson  & Co.,  our
auditors,  expressed  substantial doubt about our ability to continue as a going
concern due to our lack of working capital for our planned business  activities.
We estimate that our minimum cash  requirement  for the period from July 1, 1999
through  June 30, 2000 is  approximately  $4  million,  primarily  for  expenses
related to general over head and  administration,  launching  and web site,  web
site  maintenance,  web site and data base development,  server  maintenance and
costs  associated  with  facilitating  transactions  between our  customers  and
participating  pawnshops.  As such,  we will  need to raise at least  $1,250,000
during the first half of 2000 to remove the going  concern  threat raised by our
auditors.

We intend to raise additional financing through private placements of our equity
or debt in the  fourth  quarter of 1999 and first  quarter  of 2000.  We engaged
Investor  Relations Group to assist us in develop a strategy to raise additional
financing and to provide investor relations services.  Our relationship with IRG
has been as follows:

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

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

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

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



                                      -19-
<PAGE>

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

We have  presented  our  business  concept  and  marketing  strategy  to several
potential investors.

We  anticipate  we will  require  approximately  $16  million  to meet  our cash
requirements  for the period from July 1, 2000 through  December  31, 2000,  and
approximately  $42 million to meet our cash  requirements  for the calendar year
2001.  Our cash  requirements  for these  periods  will  primarily be to satisfy
expenses  related  to  marketing  our  web  site  and web  site  and  data  base
development costs. Our marketing costs are expected to constitute  approximately
65% - 75% of our  total  budget  for these  periods.  We intend to meet our cash
requirements  through  revenues  generated  from our  operations  and private or
public placements of our equity or debt. We have not had any discussions related
to raising  additional  financing  beyond our planned  private  placement in the
fourth  calendar  quarter  1999,  and  have no  definitive  plan to  raise  such
financing.  Our  auditors  expressed  substantial  doubt  about our  ability  to
continue as a going  concern due to our lack of working  capital for our planned
business activities. We estimate that our minimum cash requirement to remove the
going concern threat raised by our auditor is approximately $7.5 million for the
18 month period from July 1, 2000  through  December  31,  2001,  primarily  for
expenses related to general over head and administration,  web site maintenance,
web site and data base development, server maintenance and costs associated with
facilitating transactions between our customers and participating pawnshops.

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

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

Year 2000

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

The potential  exists that we and each of our subsidiaries are exposed to a risk
that certain  aspects of their  businesses  will fail or suffer  impairment as a
result of  internally  operated or  externally  contracted  hardware or software
systems and  services not being able to  correctly  "rollover"  dates to the new
century.  The risk stems from our  reliance on certain  hardware,  software  and
services to carry out the daily operation of our proposed respective businesses.
The  exposure may result  from,  amongst  other  things,  the use of  computers,
general  software and servers for office purposes and data storage;  connections
to and use of the services of Internet Service Providers and telephone companies
for office purposes and customer and investor relations; the software underlying
the operation of the Web site web site and the online  business  operations  and
the Registrant's servers.

We have only been  operating and  developing  our business  during the last four
months  and the  office  hardware,  administrative  general  software,  software
development  tools,  servers  and  services of Internet  Service  Providers  and
telephone  companies have been acquired during this period. As a result,  and in
oral consultation with the suppliers of this hardware, software and services, we
believe the related  systems that we intend,  directly or indirectly,  to use in
our  respective  businesses  are Year 2000  compliant.  Our due  diligence  also
included an evaluation of supplier provided technology and the implementation of
new  policies  to require  our  suppliers  to confirm in writing  that they have
disclosed  and will correct Year 2000  compliance  issues.  We have not received
written confirmation from all of our vendors.  Although we are relying primarily
on systems developed with current  technology and on systems designed to be Year
2000 compliant, we may have to replace,  upgrade or reprogram certain systems to
ensure that all interfacing  technology will be Year 2000 compliant when running
jointly.



                                      -20-
<PAGE>

In the  event  that we  incur  expenses  associated  with  resolving  Year  2000
compliance issues, we intend to expense the operating costs as they are incurred
and capitalize the capital costs as they are incurred. However, our purchases of
hardware and general and specific purpose software have been relatively  recent,
and the more  expensive of the hardware and general and specific  software items
that we have  purchased are covered under  warranties  that will extend over the
rollover  period to January 1, 2000. As a result,  we do not expect to incur any
major operating or capital expenditures that would have a material impact on our
financial condition or results of operations.

While we believe that our hardware  and general and  specific  purpose  software
applications  will be Year 2000  compliant,  there can be no assurance until the
Year 2000 occurs that all systems will  function  adequately.  In the worst case
scenario,  a Year 2000 problem would cause Internet systems to fail and we would
not be able to  commercially  launch our web site. Such a failure would cause us
to delay our commercial launch until the Internet is operational, and would have
a material adverse affect on our business.

We do not currently anticipate any disruption in our operations as the result of
the Year 2000 issue.  We do not have any  information  concerning  the Year 2000
compliance  status  of  our  suppliers  and  customers  that  would  affect  our
operations.  Any failure of our material systems,  our vendors' material systems
or the Internet to be Year 2000 compliant may have a material  adverse effect on
our business and results of operations.

In order to protect  against the  possibility of any material  disruption in our
operations  as the  result of the Year 2000  issue we have  taken the  following
precautions:

-    developed,  initiated  and  maintained  procedures  that  ensure  that  the
     information  stored on the office  computer  hard drives are backed up on a
     regular basis and stored safely;

-    copies of the source code for the special  purpose  software are maintained
     in secure offsite locations by the developers of the software;

-    installed a backup server in Minden, Nevada at the headquarters of Banshee,
     Inc.; and

-    implemented  a  policy  of  acquiring  name  brand  hardware  and  retained
     experienced consultants upon whose warranties we believe that we can rely.

We do not  believe  the Year 2000  issue  will have any  material  affect on our
business  or that we will have any  material  expenditures  related to  problems
arising out of the Year 2000 issue.

ITEM 3:   QUANTITIATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

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

Part II - OTHER INFORMATION

     ITEM 1.   LEGAL PROCEEDINGS

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

     ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

          None.



                                      -21-
<PAGE>

     ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

          None.

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

          None.


     ITEM 5. OTHER INFORMATION

          None.

     ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

          a)   Exhibits

               Exhibit Number      Description
               --------------      -----------
                  27.1             Financial Data Schedule

          b)   Reports on Form 8-K

               None.






                                      -22-
<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.



                                  PAWNBROKER.COM, INC.


Date: December 17, 1999           By:   /s/ NEIL MCELWEE
                                      ------------------------------------------
                                      Name:    Neil McElwee
                                      Title:   Chief Executive Officer
                                      (Principal Financial and Accounting
                                         Officer)





<PAGE>

                                 EXHIBIT INDEX
                                 -------------

Exhibit Number      Description
--------------      -----------
    27.1            Financial Data Schedule