Pawnbroker.com, Inc.





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, 2002



OR



(__)

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



For the transition period from ___________________ to ______________________.



Commission file number 0-27215



PAWNBROKER.COM, INC.

(Exact name of registrant as specified in its charter)



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



85 Keystone, Suite H

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:



May 16,2002:  5,027,870

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PAWNBROKER.COM, INC.

INDEX TO THE FORM 10-Q
For the quarterly period ended March 31, 2002

Page



ITEM 1.

FINANCIAL STATEMENTS



ITEM 2:

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



ITEM 3:

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK



Part II

OTHER INFORMATION



ITEM 1.

LEGAL PROCEEDINGS



ITEM 2.

CHANGES IN SECURITIES AND USE OF PROCEEDS



ITEM 3.

DEFAULTS UPON SENIOR SECURITIES



ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



ITEM 5.

OTHER INFORMATION



ITEM 6.

EXHIBITS AND REPORTS ON FORM 8-K



SIGNATURES











PART I -

FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS





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Pawnbroker.com, Inc.























PAWNBROKERS.COM, INC.

(A Development Stage Company)





CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



MARCH 31, 2002



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Pawnbroker.com, Inc.



PAWNBROKER.COM, INC.

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

(Unaudited)

March 31,

December 31,

2002

2001

$

$

ASSETS

Current

Cash and equivalents

38,472

26,615

Total current assets

38,472

26,615



Capital assets (Note 4)

124,867

144,736



Domain name (Note 5)

6,944

17,361

Total assets

170,283

188,712



LIABILITIES AND STOCKHOLDERS DEFICIENCY

Current liabilities

Accounts payable and accrued liabilities

474,237

375,527

Notes payable (Note 6)

142,000

145,000

Total current liabilities

616,237

520,527



Notes payable (Note 6)

90,000

80,000



Convertible notes (Note 7)

494,000

404,000

1,200,237

1,004,527

Stockholders deficiency

Capital stock (Note 8)

Authorized:

20,000,000 preferred shares with a

par value of $0.0001

60,000,000 common shares with a

par value of $0.0001

Issued and outstanding

March 31, 2002  5,027,870 common shares

December31, 2001  5,027,870 common shares

503

503

Additional paid-in capital

9,250,167

9,250,167

Deficit accumulated during the development stage

(10,280,624)

(10,066,485)

Total stockholders deficiency

(1,029,954)

(815,815)

Total liabilities and stockholders deficiency

170,283

188,712

History and organization of the Company (Note 1)
Commitments (Note 11)

Subsequent events (Note 13)

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

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Pawnbroker.com, Inc.



PAWNBROKER.COM, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Cumulative

Amounts from

February 5,

Three Month

Three Month

1999 to

Period Ended

Period Ended

March 31, 2002

March 31, 2002

March 31, 2001

$

$

$



OPERATING EXPENSES

Amortization

676,757

30,286

62,645

General and administrative

8,920,371

153,908

(62,414)

Stock-based compensation

378,685

-

-

9,975,813

184,194

231



OTHER ITEMS

Interest income

(80,138)

(60)

(2,631)

Interest expense

221,763

30,005

43,500

Loss on disposal of capital assets

176,983

-

180,146

Write-off of capital assets

70,674

-

70,674

389,282

29,945

291,689



Loss before extraordinary item

(10,365,095)

(214,139)

(291,920)



EXTRAORDINARY ITEM

Gain on settlement of debt

84,471

-

-



Loss for the period

(10,280,624)

(214,139)

(291,920)



Basic and diluted loss per common share

(0.04)

(0.14)



Weighted average number of shares of common

stock outstanding

5,027,870

2,077,023







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

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Pawnbroker.com, Inc.



PAWNBROKER.COM, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Cumulative

Amounts from

February 5,

Three Month

Three Month

1999 to

Period Ended

Period Ended

March 31, 2002

March 31, 2002

March 31, 2001

$

$

$



CASH FLOWS FROM

OPERATING ACTIVITIES

Loss for the period

(10,280,624)

(214,139)

(291,920)

Items not affecting cash:

Amortization

676,757

30,286

62,645

Stock-based compensation

378,687

-

-

Loss on disposal of assets

176,983

-

180,146

Write-off of capital assets

70,674

-

70,674

Recovery of operating expenses

(156,178)

-

(218,429)

Gain on settlement of debt

(84,471)

-

-

Interest accrued on notes payable

112,036

9,536

43,500



Net change in non-cash working

capital items:

Decrease in prepaid expenses

-

-

754

Increase (decrease) in amounts payable

and accrued liabilities

1,405,328

8,428

(21,688)

Increase in due from related parties

-

-

(81,374)



Net cash used in operating activities

(7,700,810)

(165,889)

(255,692)



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

80,746

80,746

76,746



Net cash provided by (used in) investing

activities

(1,048,218)

80,746

76,746



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

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Pawnbroker.com, Inc.



PAWNBROKER.COM, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Cumulative

Amounts from

February 5,

Three Month

Three Month

1999 to

Period Ended

Period Ended

March 31, 2002

March 31, 2002

March 31, 2001

$

$

$

Contd.



CASH FLOWS FROM

FINANCING ACTIVITIES

Proceeds from issuance of common stock

6,559,500

-

-

Proceeds from convertible debenture

494,000

90,000

-

Proceeds from notes payable

1,734,000

7,000

-



Net cash provided by financing activities

8,787,500

11,857

-



Change in cash and cash equivalents

For the period

38,472

11,857

(178,946)



Cash and cash equivalents, beginning of period

-

26,615

231,763



Cash and cash equivalents, end of period

38,472

38,472

52,817



Supplemental disclosure with respect to cash flows (Note 10)







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

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PAWNBROKER.COM, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY

(Unaudited)

Deficit

Accumulated

Common Stock

Additional

During

Total

Paid-in

Development

Stockholders

Shares

Amount

Capital

Stage

Equity

$

$

$

$

Balance, February 5, 1999

Common stock issued for cash

850,000

85

80,415

-

80,500



Balance, March 31, 1999

850,000

85

80,415

-

80,500



Capital stock of Pawnbroker.com, Inc.

at April 6, 1999

112,475

11

26,257

-

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)

624,000

62

-

-

62

Common stock issued for cash

130,000

13

3,002,987

-

3,003,000

Share cancellation

(25,000)

(3)

(247)

-

(250)

Common stock issued on exercise

of share purchase warrants

65,000

7

1,501,493

-

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

1,756,475

175

4,681,261

(4,706,109)

(24,6730



PAWNBROKER.COM, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY

(Unaudited)

Deficit

Accumulated

Common Stock

Additional

During

Total

Paid-in

Development

Stockholders

Shares

Amount

Capital

Stage

Equity

$

$

$

$



Common stock issued for conversation

of convertible debenture

26,882

3

499,997

-

500,000

Common stock issued for cash

100,000

10

1,999,990

-

2,000,000

Common stock issued on the exercise

of stock options

187,000

19

168,281

-

168,300

Stock-based compensation for options

issued to consultants and

employees

-

-

285,068

-

285,068

Loss for the period

-

-

-

(4,335,831)

(4,335,831)

Balance, December 31, 2000

2,070,357

207

7,634,597

(9,041,940)

(1,407,136)



Common stock issued on exercise

of stock options

10,000

1

8,999

-

9,000

Common stock issued to settle debt

3,000,000

300

1,653,804

-

1,654,104

Share cancellation

(52,487)

(5)

(47,233)

-

(47,238)

Loss for the period

-

-

-

(1,024,545)

(1,024,545)

Balance, December 31, 2001

5,027,870

503

9,250,167

(10,066,485)

(815,815)



Loss for the period

-

-

-

(214,139)

(214,139)



Balance, March 31, 2002

5,027,870

503

9,250,167

(10,280,624)

(1,029,954)

Pawnbroker.com, Inc.



PAWNBROKER.COM, INC.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

MARCH 31, 2002



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 2,500 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 850,000 common shares of the Company.  Effective June 14, 1999, the Company acquired all of the issued and outstanding shares of Pawnbroker.com, Inc. (a Nevada corporation), in exchange for 624,000 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 850,000 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, 2002 and December 31, 2001 and the results of operations of Eriko for the period ended March 31, 2002 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, 2002 and December 31, 2001 as presented are those of Pawnbroker.com, Inc.





The Company is a development stage company.



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, 2002 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, 2001.  The results of operations for the period ended March 31, 2002 are not necessarily indicative of the results to be expected for the year ending December 31, 2002.

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 Company is in the process of restructuring its business and developing a new business plan and strategy under which it intends to provide financial resources to the pawn industry as described in Note 13.  The Company is in the process of finalizing a business plan and attempting to restructure its liabilities to allow it to raise financing to fund the development of its planned business and its working capital requirements.  Over the next twelve months, the Company plans to raise cash through additional debt and equity financing.  The Company currently does not have sufficient working capital to finance its planned business strategy and may be unable to continue as a going concern.



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.



March 31,

December

31, 2002

31, 2001

$

$

Deficit accumulated during the development stage

(10,280,624)

(10,066,485)

Working capital deficiency

(577,765)

(493,912)



3.

SIGNIFICANT ACCOUNTING POLICIES



Principles of consolidation



These consolidated financial statements include the accounts of the Company 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.

Pawnbroker.com, Inc.





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 and the 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 ("SFAS") 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.



Income taxes



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



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

Comparative figures

Certain comparative figures have been reclassified to conform with the presentation adopted for the current year.

Recent accounting pronouncements



In July 2001, the FASB issued SFAS No. 141, "Business Combinations", and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires that the purchase method of accounting be used for all future business combinations and specifies criteria that intangible assets acquired in a business combination must meet to be recognized and reported apart from goodwill. SFAS No. 142 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment at least annually in accordance with the provisions of SFAS No. 142. SFAS No. 142 will also require that intangible assets with estimable useful lives be amortized over their respective estimated useful lives, and reviewed for impairment in accordance with SFAS No. 121. The Company adopted the provisions of SFAS 141 and SFAS 142 as of July 1, 2001.



In July 2001, the FASB issued Statement of Financial Accounting Standards No. 143 ("SFAS 143") "Accounting for Asset Retirement Obligations" that records the fair value of the liability for closure and removal costs associated with the legal obligations upon retirement or removal of any tangible long-lived assets.  The initial recognition of the liability will be capitalized as part of the asset cost and depreciated over its estimated useful life.  SFAS 143 is required to be adopted effective January 1, 2003.



In August 2001, the FASB issued Statement of Financial Accounting Standards No. 144 ("SFAS 144") "Accounting for the Impairment or Disposal of Long-Lived Assets" that supersedes Statement of Financial Accounting Standards No. 121 "Accounting for the Impairment or Disposal of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."  SFAS 144 is required to be adopted effective January 1, 2002.



The adoption of these new pronouncements is not expected to have a material effect on the Company's financial position or results of operations.



Stock-based compensation



SFAS 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 No. 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".



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 are 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 name



The cost of domain name rights is being 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, accounts payable and accrued liabilities, notes payable and convertible notes.  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.







Pawnbroker.com, Inc.



4.

CAPITAL ASSETS



|                       |         | March 31,
2002               |                  |  |         | December 31,
2001            |                 
|---------------------- | ------- | ---------------------------- | ---------------- |  | ------- | ---------------------------- | ----------------
|                       | Cost
$  | Accumu-lated
Amortiza-tion
$ | Net
Book Value
$ |  | Cost
$  | Accumu-lated
Amortiza-tion
$ | Net
Book Value
$
|                       |         |                              |                  |  |         |                              |                 
|Furniture and fixtures | 64,970  | (33,782)                     | 31,188           |  | 64,970  | (30,533)                     | 34,437          
|Computer equipment     | 224,994 | (133,049)                    | 91,945           |  | 224,994 | (116,578)                    | 108,416         
|Computer software      | 275,381 | (275,381)                    | -                |  | 275,381 | (275,381)                    | -               
|Leasehold
improvements | 4,990   | (3,256)                      | 1,734            |  | 4,990   | (3,107)                      | 1,883           
|                       |         |                              |                  |  |         |                              |                 
|                       | 570,335 | (445,468)                    | 124,867          |  | 570,335 | (425,599)                    | 144,736         



5.

DOMAIN NAME



|                                | March 31,
2002
$ | December 31,
2001
$
|------------------------------- | ---------------- | -------------------
|                                |                  |                    
|Domain name                     | 125,000          | 125,000            
|Less:  Accumulated amortization | (118,056)        | (107,639)          
|                                |                  |                    
|                                | 6,944            | 17,361             



1.

NOTES PAYABLE



March 31,

Decembr 31

2002

2001

$

$



Promissory note from Pacific Pawnbroker, non

Interest bearing, unsecured and payable on demand

42,000

20,000



Promissory note from various parties, bearing interest

At 18% per annum, unsecured and payable on December

31, 2003

90,000

80,000



Promissory note, bearing interest at 18% per annum,

Unsecured, and payable on October 19, 2001 (repaid

January 2002)

-

25,000



Promissory note, bearing interest at 18% per annum,

Unsecured, and payable on February 21, 2002 (The Company

Is currently negotiating an extension to the loan).

100,000

100,000

232,000

225,000

Less: current portion

(142,000)

(145,000)

90,000

80,000



7.

CONVERTIBLE NOTES

|                                                                                                                                                                                                                  | March 31,
2002

$ | December 31,
2001
$
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------- | -------------------
|Convertible debentures from various parties, bearing interest at 18% per annum, unsecured, and payable on December 31, 2003, convertible into 988,000 (December 31, 2001 - 808,000) common shares of the Company. | 494,000           | 404,000            



8.

CAPITAL STOCK



On April 6, 1999, Pawnbroker acquired all the issued and outstanding share capital of Eriko Internet Inc.  As consideration, Pawnbroker issued 850,000 common shares for cash proceeds of $80,500.



On May 19, 1999, a shareholder of Pawnbroker surrendered 25,000 shares of common stock which were initially issued as part of the total shares issued for the acquisition of Eriko Internet Inc.  Capital stock and contributed surplus have been reduced by $1 and $249 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 624,000 common shares at a deemed value of $62, equal to the par value of the shares issued.

On June 23, 1999, the Company issued 130,000 units through a private placement at a price of $23.10 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 $23.10 per share until September 23, 2000 and at a price of $29.00 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 August 17, 2000, the Company issued 100,000 units through a private placement at a price of $20.00 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 entitled the holder to acquire one additional common share at a price of $30.00 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 26,882 common shares of the Company at a price of $18.60 per share.

In December, 2000,  the Company issued 187,000 common shares upon exercise of stock options at a price of $0.90 per share.

On January 30, 2001, the Company issued 10,000 common shares upon exercise of stock options at a price of $0.90 per share.

On April 17, 2001, the company issued 3,000,000 common shares of the Company to settle notes payable in the amount of $1,500,000 plus accrued interest of $154,104.

On August 1, 2001, the Company consolidated its capital stock on a 10:1 basis.  All capital stock numbers and per share amounts have been restated to reflect this consolidation.

On August 3, 2001, a shareholder of Pawnbroker surrendered 52,487 shares of common stock which were initially issued by exercise of stock options. Capital stock and contributed surplus have been reduced by $5 and $47,233, respectively, to eliminate the value initially recorded on issuance.

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 800,000 shares of the Company's common stock, at a price to be determined by the Plan administrator.



Pawnbroker.com, Inc.



9.

STOCK OPTIONS AND WARRANTS

At March 31, 2002, incentive stock options were outstanding enabling the optionee to acquire the following number of common shares:



|Number
of Shares | Exercise
Price
$ | Expiry Date                                                                                                                           
|---------------- | ---------------- | --------------------------------------------------------------------------------------------------------------------------------------
|                 |                  |                                                                                                                                       
|25,000           | 67.50            | November 1, 2002                                                                                                                      
|15,000           | 67.50            | 3 years from the date when the Company receives a specified amount of financing in private or public offerings after November 1, 1999.
|8,200            | 67.50            | September 1, 2002                                                                                                                     
|93,010           | 45.00  81.30    | 3 years from the initial vesting dates of the stock options, over periods ranging from September 13, 2002 to March 15, 2003.          
|5,000            | 15.30            | September 25, 2003                                                                                                                    



The following warrants enabling the holders to acquire the following number of common shares were outstanding at March 31, 2002:



|Number
of Shares | Exer-cise
Price
$ | Expiry Date     
|---------------- | ----------------- | ----------------
|                 |                   |                 
|7,200            | 67.50             | May 10, 2003    
|5,882            | 48.90             | June 7, 2003    
|33,426           | 35.90             | July 7, 2003    
|150,000          | 20.00             | October 11, 2005



10.

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS



|                           | Three Month
Period Ended
March 31,
2002
$ | Three Month
Period Ended
March 31,
2001
$
|-------------------------- | ----------------------------------------- | -----------------------------------------
|Cash paid for income taxes | -                                         | -                                        
|Cash paid for interest     | 20,409                                    | -                                        



There were no non-cash investing and financing transactions during the period from January 1, 2002 to March 31, 2002.



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 10,000 shares of common stock at a price of $0.90 per share in exchange for settlement of accounts payable totalling $9,000.



11.

COMMITMENTS



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:

1

$64,294

2

$18,656

3

$  2,038





12.

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 $3,495,412 in operating losses which, if unutilized, expire as follows:



|2019 |  | $
1,898,381  | 
|---- |  | ------------ | 
|2020 |  | 7,143,559    | 
|2021 |  | 1,024,545    | 
|2022 |  | 214,139      | 
|     |  |              | 
|     |  | $
10,280,624 | 



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

Pawnbroker.com, Inc.





|                                                                   | Three Month
Period Ended
March 31,
2002 | Three Month
Period Ended
March 31,
2001
|------------------------------------------------------------------ | --------------------------------------- | ---------------------------------------
|                                                                   |                                         |                                        
|U.S. federal statutory graduated rate                              | 34.00%                                  | 34.00%                                 
|State income tax rate, net of federal benefit                      | 7.00%                                   | 7.00%                                  
|Net operating loss for which no tax benefit is currently available | (41.00)%                                | (41.00)%                               
|                                                                   |                                         |                                        
|                                                                   | 0.00%                                   | 0.00%                                  



The Company's total deferred tax asset as of March 31 is as follows:



|                                               | 2002
$      | 2001
$     
|---------------------------------------------- | ----------- | -----------
|Tax benefit of net operating loss carryforward | 3,495,412   | 3,173,512  
|Valuation allowance                            | (3,495,412) | (3,173,512)
|                                               |             |            
|                                               | $
-         | $
-        



At March 31, 2002, deferred taxes consisted of a net tax asset of $3,495,412 due to operating loss carryforwards of $10,280,624 which was fully allowed for in the valuation allowance of $3,495,412.  The valuation allowance offsets the net deferred asset for which there is no assurance of recovery.



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.



13.

SUBSEQUENT EVENTS



The following events occurred subsequent to March 31, 2002:



a)

The Company obtained bridge loans in the amount of $19,000 from various parties, evidenced by convertible debentures, bearing interest at 18% per annum, and payable on December 31, 2003.



b)

The Company entered into a distribution agreement with Alpha Financial Solutions ("Alpha") to market pre-paid debit cards to the pawn industry.  The Company will market and sell the Alpha Cash Card, which offers pawnbrokers and other retailers the opportunity to issue prepaid Alpha Cash Cards with debit card, payroll and money transfer features.  The agreement is for three years and gives the Company distribution rights to market the Alpha Cash Card to all industry categories, including the pawnbroking, check cashing, payday loan and auto title loan industries.



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; risk related to developing a market for cash card services in the pawnbroker industry; competition; management of growth and integration; risks of technological change; our dependence on key personnel, marketing relationships with pawnshops and third party suppliers; government regulation of the financial services, cash cards and the pawn industry; economic and political factors; and the other risks and uncertainties described under Description of Business - Risk Factors in our annual report on Form 10-K filed with the Securities and Exchange Commission on April 2, 2002.

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 developed and launched a web site that provided online customers a method to search for and buy merchandise from the inventories of pawnshops.  Our web site experienced very limited success and we generated no material revenues from our operations.  We terminated facilitating transactions on our web site and suspended our business operations on March 1, 2001 after we failed to generate sufficient user support.  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 offer pawnbrokers industry specific products and services, including a stored value cash card system that allows pawnbrokers to issue their customers cash cards which can be used at most ATMs and merchants that accept bank debit cards.  During the past 12 months, we have been developing our business plan, attempting to restructure our liabilities, and pursuing opportunities 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 not be able to continue as a going concern.

As of March 31, 2002, we had a working capital deficit of $577,765, and a working capital deficit of $493,912 at December 31, 2001.  In their independent auditors report dated March 15, 2002, Davidson & Company, Chartered Accountants, 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 intend to address this going concern issue by restructuring our liabilities where possible 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.

Effective August 1, 2001, we completed a 10 (old)-for- 1 (new) reverse split of our issued and outstanding common stock and reduced our authorized share capital to consist of 50,000,000 shares of common stock and 10,000,000 shares of preferred stock, each with a par value of $0.0001 per share.  At July 31, 2001, we had 50,803,567 shares of common stock issued and outstanding, and after giving effect to the reverse split, we had approximately 5,080,357 shares of common stock issued and outstanding.  All share information contained in this report gives effect to the reverse split.  As at May 15, 2002, we had 5,027,870 shares of common stock issued and outstanding.

During the quarter ended March 31, 2002, we entered into an independent service organization agreement, under which we have agreed to market cash card systems to pawnbrokers.  We are in the process of developing our marketing strategy to market the cash cards and expect to begin actively implementing our marketing program during the third quarter of 2002, assuming sufficient financing is available.  We cannot assure you our marketing efforts will be successful or that we will generate any significant revenue from the sale of cash cards.

On April 11, 2002, Joseph Schlader resigned as a director and as our President to return to his family business.  Mr. Schlader was a co-founder of the Company.  William Galine, Pawnbroker.coms Vice President, a director, and a co-founder of the Company replaced Schlader as the Company President.  Steven R. Fowler, Pawnbroker.coms Director of Business Development and a director, was appointed to fill the position of Company Vice President.

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 H, 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, 2002 Compared to March 31, 2001

Revenues.  We had no revenues from operations.

General and Administrative.  General and administrative related expenses for three months ended March 31, 2002 were $153,908, compared to $(62,414)(resulting from an adjustment to previously accrued expenses and recovery of operating expenses) for the same period in 2001.  General and administrative related expense for three months ended March 31, 2002, consisted primarily of salaries and payroll, professional fees, travel, general office, printing, and maintaining the office in Reno.  General and administrative expenses are expected to remain at low levels until we begin marketing our stored cash cards under the service organization agreement with Alpha Financial Resources, L.L.C., assuming we can raise adequate funding to finance our plan of operation.

Salaries and Payroll.  During the first quarter 2001, we laid off all but four of our employees in an effort to consolidate our operations to conserve working capital; however, we still incurred significant salaries and wage expense as during this consolidation period.  During the three months ended March 31, 2002, we employed three employees, including Bill Galine, our President, Steven Fowler, our Vice President and one part-time administrative employee.  We may be required to hire additional employees, assuming financing is available, if we can successful implement our marketing strategy to market the cash cards to pawnbrokers.  We also anticipate that we will hire additional personnel and management with experience in the financial service industry to assist us with implementing our financial service business strategy, assuming we can raise adequate funding to finance our plan of operation.

Contract Services.  We terminated our use of services provided by contract service providers, which included investor relations, public relations and market research.  We may incur contract service expenses related to regulatory compliance and research to develop our financial services business during the remainder of 2002, although we have no current arrangements to do so.

Consulting.  We currently do not rely on consultants in connection with our business.  In future period, 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, assuming we can raise adequate funding to finance our plan of operation.

Professional Fees.  Professional fees consist primarily of legal and accounting expenses.  We decreased expenditures related to professional fee expense as a result of our lack of working capital and our reduction in the use of our legal counsel and accounting professionals during 2002.  We anticipate at least a minimum level of professional fees expenses related to legal and accounting support during the development of our new business plan and expenses related to preparing filings to comply with our Securities and Exchange Commission reporting obligations.  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 are expected to increase during the third and fourth quarters of 2002, assuming additional financing is available, as we attempt to market our financial and business-to-business services.

Office and Travel.  We incurred general office expenses related to maintaining our principal office and travel expenses related primarily to travel for raising capital and business development activities.  Travel and related expenses are expected to be consistent with the levels during the remaining quarters of 2002.

Loss.  Our loss for three months ended March 31, 2002 was $214,139 or $0.04 per share compared to $291,920 or $0.14 per share during the same period in 2001, a decrease of $77,781.  The decrease resulted from our efforts to minimize operations and overhead and our ongoing restructuring efforts.  We anticipate that we will continue to incur losses during the second quarter 2002 at a level approximately as that recorded during the first quarter 2002, and that losses may decrease during the third quarter of 2002, as we anticipate that we will begin implementing our new business strategy, assuming adequate financing is available.  We cannot assure you that we will successfully raise the additional capital required to continue as a going concern or that our plan to market stored value cash card systems to pawnbrokers will be commercially successful.

Liquidity and Capital Resources

In their independent auditor's report dated March 15, 2002, 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 currently do not have sufficient working capital to meet our on-going obligations. As of March 31, 2002, we had cash and cash equivalents of $38,472 and a working capital deficit of $577,765, which includes current liabilities of $616,237.

During the three months ended March 31, 2002, we received no revenues from our operations and we used net cash of $165,889 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 expenses related to general administrative expenses and overhead.

During the three month period ended March 31, 2002, we have been attempting to raise the capital required to fund our Plan of Operation, but our efforts have only been marginally successful.  During the three month period ended March 31, 2002, we raised net financing of $97,000, including $90,000 from the private placement of unsecured convertible debentures, bearing interest at 18% per annum, due December 31, 2003; and a net of $7,000 from issuing notes payable in the principal amounts of $22,000 (unsecured and payable on demand) issued to Pacific Pawnbrokers, a Company controlled by our former President, Joseph Schlader, and $10,000 (unsecured, bearing interest at 18% per annum, due December 31, 2003) and satisfying our obligations under a promissory note in the principal amount of $25,000 (unsecured, bearing interest at 18% per annum, due October 19, 2001; paid January 2002).  Subsequent to March 31, 2002, we issued convertible debentures in the aggregate principal amount of $19,000 (unsecured, bearing interest at 18% per annum, due December 31, 2003).

We will continue to incur losses until we can generate revenues from sales of our stored value cash card system.  We do not anticipate we will begin to generate any revenues until we can launch our stored value cash card system, which is not anticipated to occur until the third quarter of 2002, assuming sufficient financing is available.

We estimate that our minimum cash requirements to implement our plan of operation is between approximately $500,000 to $750,000 during 2002, primarily for capital to market our stored value cash card system to pawnbrokers and expenses related to general overhead and administration,   See Plan of Operation.  We are also in the process of seeking sufficient financing to implement our business strategy.  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.  If adequate funds are not available, we will be required to sell or liquidate our business or file bankruptcy.  We have no sources of external financing and currently no cash flows from operations.

Plan of Operation

Our plan of operation is based on information provided in discussions with our consultants, discussions with pawnshop owners, 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 remainder year ending December 31, 2002 and during the first quarter ended March 31, 2003, is as follows:

•

Raise additional financing of between $500,000 to $750,000 to fund the marketing efforts relating to our stored value cash card system;

•

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

•

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

•

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

•

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

•

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 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 associated with marketing our stored value cash card system,

(ii)

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

(iii)

our ability to successfully complete financing transactions with pawnbrokers,

(iv)

the availability of financing on acceptable terms,

(v)

reliability of the assumptions of management in estimating cost and timing,

(vi)

competition; and

(vii)

other factors that may be beyond our control.

We cannot assure you that we will generate sufficient revenues, if any, 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.

Capital Obligations and Commitments

As of March 31, 2002, we have commitments related to a $100,000 promissory note, bearing interest at the annual rate of 18%, due February 21, 2002 (which we are currently attempting to negotiate an extension); $90,000 promissory notes, bearing interest at the annual rate of 18%, due December 31, 2003; and demand promissory notes in the aggregate principal amount of $42,000.  We have also issued convertible debentures in the principal amount of $494,000, bearing interest at the annual rate of 18%, which are due December 31, 2003, and convertible into Pawnbroker.com common shares at $1.00 per share.

We estimate that our initial cash requirements are approximately $70,000 a month, principally for salaries, professional services, marketing and office expenses.  We anticipate that our cash requirements will increase modestly in the third and fourth quarters of 2002 as a result of costs related to marketing our stored value cash card system and a minor increase on office expense related to corporate accounting requirements.

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 brand names, strategic relationships 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.  Competitive pressures, lack of adequate financing, failure to gain market acceptance and the slow down in the economy 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.  In order to implement our business plan, we anticipate that we will enter into financing arrangements in which we will 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.

ITEM 3:

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

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

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

During the quarter ended  March 31, 2002, we issued convertible debentures in the principal amount of $90,000 to accredited investors.  The debentures bear interest at the rate of 18% per annum, are due December 31, 2003, and are convertible into common stock of Pawnbroker.com, Inc. at $1.00 per share.  We issued the debentures in reliance upon an exemption from registration available under Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended.

During the quarter ended  March 31, 2002, we issued a promissory note in the principal amount of $10,000 to one accredited investor.  The note bear interest at the rate of 18% per annum, is due December 31, 2003.  We issued the note in reliance upon an exemption from registration available under Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended.

During the quarter ended  March 31, 2002, we issued a promissory note in the principal amount of $22,000 to one accredited investor.  The note bears no interest and is payable on demand.  We issued the note in reliance upon an exemption from registration available under Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended.



ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to shareholders of the Company during the quarter covered by this report.



ITEM 5.

OTHER INFORMATION

On April 11, 2002, Joseph Schlader resigned as a director and as our President to return to his family business.  Mr. Schlader was a co-founder of the Company.  William Galine, Pawnbroker.coms Vice President, a director, and a co-founder of the Company replaced Schlader as the Company President.  Steven R. Fowler, Pawnbroker.coms Director of Business Development and a director, was appointed to fill the position of Company Vice President.

ITEM 6.

EXHIBITS AND REPORTS ON FORM 8-K

Exhibits

|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                                                           
|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)            
|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                                                                                            
|10.46(8) | Form of 18% Convertible Promissory Notes                                                                                                                       
|10.47(8) | Independent Service Organization Agreement Alpha Cashcard Program dated April 2, 2002                                                                          





(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.



(7)                                Previously filed on April 2, 2002 on Form 10-K.



a)

Reports on Form 8-K

None.

#





SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.







Date:

May 17, 2002



PAWNBROKER.COM, INC.







By:

/s/ William Galine



Name:

William Galine

Title:

President

(Principal Executive Officer and Principal Financial Officer)

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