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 September 30, 2001

                                       OR

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

     For the transition period from ______________ to ______________.

                         Commission file number 0-27215

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

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

                              85 Keystone, Suite A
                                  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:

                          November 14, 2001: 5,027,870


<PAGE>

                              PAWNBROKER.COM, INC.

                             INDEX TO THE FORM 10-Q
                For the quarterly period ended September 30, 2001


                                                                            Page
                                                                            ----

PART I -  FINANCIAL INFORMATION................................................1

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

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

     ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK........27


PART II - OTHER INFORMATION...................................................27

     ITEM 1. LEGAL PROCEEDINGS................................................27

     ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS........................27

     ITEM 3. DEFAULTS UPON SENIOR SECURITIES..................................28

     ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..............28

     ITEM 5. OTHER INFORMATION................................................29

     ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.................................29


SIGNATURES....................................................................34




                                       i
<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


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

<TABLE>
                                                                                  September 30,      December 31,
                                                                                           2001              2000
------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>              <C>
ASSETS

Current
    Cash and cash equivalents                                                      $      8,823     $    231,763
    Prepaid expenses                                                                          -              754
                                                                                   -------------    -------------
    Total current assets                                                                  8,823          232,517
Deposits                                                                                      -            1,695
Capital assets (Note 4)                                                                 164,816          615,350
Domain name (Note 5)                                                                     27,778           59,029
                                                                                   -------------    -------------
Total assets                                                                       $    201,417     $    908,591
==================================================================================================================
LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities
    Accounts payable and accrued liabilities                                       $    482,330     $    815,727
    Notes payable (Note 6)                                                              236,500        1,500,000
                                                                                   -------------    -------------
    Total current liabilities                                                           718,830        2,315,727
Notes payable (Note 6)                                                                  125,000                -
                                                                                   -------------    -------------
                                                                                        843,830        2,315,727
Stockholders' deficiency
    Capital stock (Note 7)
       Authorized
         10,000,000  preferred shares with a par value of $0.0001
         50,000,000  common shares with a par value of $0.0001
       Issued and outstanding
         September 30, 2001 - 5,027,870 common shares
         December 31, 2000 - 2,070,357 common shares                                        503              207
    Additional paid-in capital                                                        9,250,167        7,634,597
    Deficit accumulated during the development stage                                 (9,893,083)      (9,041,940)
                                                                                   -------------    -------------
    Total stockholders' deficiency                                                     (642,413)      (1,407,136)
                                                                                   -------------    -------------
Total liabilities and stockholders' deficiency                                     $    201,417     $    908,591
==================================================================================================================
</TABLE>

History and organization of the Company (Note 1)
Commitments (Note 11)
Subsequent event (Note 13)


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



                                       1
<PAGE>

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


<TABLE>
                                            Cumulative
                                          Amounts From
                                           February 5,       Three Month       Three Month       Nine Month        Nine Month
                                               1999 to      Period Ended      Period Ended     Period Ended      Period Ended
                                         September 30,     September 30,     September 30,    September 30,     September 30,
                                                  2001              2001              2000             2001              2000
------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>               <C>               <C>               <C>              <C>
OPERATING EXPENSES
  Amortization                            $    615,973      $    43,705       $   219,708       $   153,382      $   279,171
  Contract services                            787,066                -           160,134                 -          543,975
  Consulting                                   562,074            6,978            71,086            21,083          491,591
  Finders fee                                   65,000                -                 -                 -           65,000
  General and administrative                 2,432,966           58,851            91,036            90,654        1,526,456
  Marketing and related expenses               769,618           (3,540)           54,663           (16,094)         609,415
  Professional fees                            712,401            2,194           (11,839)          104,386          466,909
  Recovery of operating expenses              (228,109)         (69,116)                -          (228,109)               -
  Rent                                         534,988          (38,284)           55,253           126,978          201,443
  Salary and wages                           2,164,939           41,555           259,621           201,995        1,324,003
  Stock-based compensation                     378,685                -                 -                 -           93,617
  Telephone                                    359,982            5,893            54,186            29,095          254,827
  Travel and related                           364,036           24,579          (144,606)           64,349           93,639
                                          -------------     ------------      ------------      ------------     ------------
                                            (9,519,619)         (72,815)         (809,242)         (547,719)      (5,950,046)
                                          -------------     ------------      ------------      ------------     ------------
OTHER ITEMS
  Interest expense                            (205,805)          (3,220)          (75,991)          (58,869)         (75,991)
  Interest income                               79,998               55             7,791             3,102           25,961
  Loss on disposal of
     capital assets                           (176,983)               -                 -          (176,983)               -
  Write-off of capital assets                  (70,674)               -                 -           (70,674)               -
                                          -------------     ------------      ------------      ------------     ------------
                                              (373,464)          (3,165)          (68,200)         (303,424)         (50,030)
                                          -------------     ------------      ------------      ------------     ------------
Loss for the period                       $ (9,893,083)     $   (75,980)      $  (877,442)      $  (851,143)     $(6,000,076)
==============================================================================================================================
Basic and diluted loss per
  common share (Note 3)                                 $         (0.01)  $         (0.48)  $         (0.22) $         (3.43)
==============================================================================================================================
Weighted average number of
  shares of common stock
  outstanding                                                 5,047,609         1,818,537         3,879,636        1,750,246
==============================================================================================================================
</TABLE>


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


                                       2
<PAGE>

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


<TABLE>
                                                                                Cumulative
                                                                              Amounts From
                                                                               February 5,       Nine Month        Nine Month
                                                                                   1999 to     Period Ended      Period Ended
                                                                             September 30,    September 30,     September 30,
                                                                                      2001             2001              2000
------------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Loss for the period                                                      $ (9,893,083)      $  (851,143)     $(6,000,076)
    Items not affecting cash:
       Amortization                                                               615,973           153,382          279,171
       Stock-based compensation                                                   378,685                 -           93,617
       Loss on disposal of assets                                                 176,983           176,983                -
       Recovery of operating expenses                                            (228,109)         (228,109)               -
       Interest accrued on notes payable                                          154,104            58,869                -
       Write-off of capital assets                                                 70,674            70,674                -

    Net change in non-cash working capital items:
       Increase in accounts receivable                                            (47,238)          (47,238)
       Decrease in prepaid expenses                                                     -               754            2,106
       Increase (decrease) in accounts payable and accrued liabilities            827,552            (1,053)         735,667
                                                                             -------------      ------------     ------------
    Net cash used in operating activities                                      (7,944,459)         (666,881)      (4,889,515)
                                                                             -------------      ------------     ------------
CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of capital assets                                                 (1,011,971)                -         (274,087)
    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           64,015
    (Increase) decrease in deposits                                                     -             1,695         (174,705)
                                                                             -------------      ------------     ------------
    Net cash provided by (used in) investing activities                        (1,048,218)           82,441         (384,777)
                                                                             -------------      ------------     ------------
CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from convertible debenture                                           500,000                 -          500,000
    Capital lease obligations                                                           -                 -          (94,568)
    Proceeds from notes payable                                                 1,861,500           361,500        1,500,000
    Proceeds from issuance of common stock                                      6,640,000                 -        3,501,500
                                                                             -------------      ------------     ------------
    Net cash provided by financing activities                                   9,001,500           361,500        5,406,932
                                                                             -------------      ------------     ------------
Change in cash position for the period                                              8,823          (222,940)         132,640

Cash and cash equivalents, beginning of period                                          -           231,763          917,367
                                                                             -------------      ------------     ------------
Cash and cash equivalents, end of period                                     $      8,823       $     8,823      $ 1,050,007
==============================================================================================================================
</TABLE>

Supplemental disclosure with respect to cash flows (Note 10)


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



                                       3
<PAGE>

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


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

  Common stock issued for cash                       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)        (24,673)

Common stock issued for conversion 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 exercise of
  stock options                                      187,000              19         168,281                -         168,300
Stock-based compensation for options
  issued to consultants and non-employees                  -               -         285,068                -         285,068
Loss for the period                                        -               -               -       (4,335,831)     (4,335,831)
                                                 ------------      ------------    ------------    ------------   ------------
Balance, December 31, 2000                         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                                      -               -               -         (851,143)       (851,143)
                                                 ------------      ------------    ------------    ------------   ------------
Balance, September 30, 2001                        5,027,870       $     503      $9,250,167      $(9,893,083)     $ (642,413)
=============================================================================================================================
</TABLE>


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



                                       4
<PAGE>

PAWNBROKER.COM, INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
SEPTEMBER 30, 2001
================================================================================



1.   HISTORY AND ORGANIZATION OF THE COMPANY

     Digital  Sign  Corporation  ("the  Company),  a Delaware  corporation,  was
     incorporated on February 13, 1998. On February 14, 1998, the Company issued
     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
     September  30, 2001 and December 31, 2000 and the results of  operations of
     Eriko for the period ended September 30, 2001 and the results of operations
     of  Pawnbroker.com,  Inc.,  (Nevada)  and  Digital  Signs  Inc.  from their
     respective  dates of  acquisition.  The  number  of shares  outstanding  at
     September  30,  2001  and  December  31,  2000 as  presented  are  those of
     Pawnbroker.com, Inc.

     The  accompanying  financial  statements  have been prepared by the Company
     without audit. In the opinion of management, all adjustments (which include
     only  normal  recurring   adjustments)  necessary  to  present  fairly  the
     financial position, results of operations,  changes in stockholders' equity
     and cash flows at  September  30,  2001 and for the period  then ended have
     been made.  These financial  statements  should be read in conjunction with
     the audited financial statements of the Company for the year ended December
     31, 2000. The results of operations for the period ended September 30, 2001
     are not  necessarily  indicative of the results to be expected for the year
     ending December 31, 2001.


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  services by offering secured loans to pawnbrokers and to operate
     a web site that provides pawnbroker industry specific  business-to-business
     services.  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.



                                       5
<PAGE>

PAWNBROKER.COM, INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
SEPTEMBER 30, 2001
================================================================================


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

     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.

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

<TABLE>
     ===========================================================================================
                                                                 September 30,     December 31,
                                                                          2001             2000
     -------------------------------------------------------------------------------------------
     <S>                                                        <C>                <C>
     Deficit accumulated during the development stage           $ (9,893,083)      $(9,041,940)
     Working capital (deficiency)                                    (710,007)      (2,083,210)
     ===========================================================================================
</TABLE>


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.

     Revenue recognition

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

     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.



                                       6
<PAGE>

PAWNBROKER.COM, INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
SEPTEMBER 30, 2001
================================================================================


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

     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.

     Accounting for derivative instruments and hedging activities

     Effective  August 31, 2000, the Company  adopted SFAS No. 133,  "Accounting
     for  Derivative  Instruments  and Hedging  Activities,"  as  amended.  This
     statement  requires companies to record derivatives on the balance sheet as
     assets or  liabilities  at their  fair  value.  In  certain  circumstances,
     changes in the value of such  derivatives may be required to be recorded as
     gains or  losses.  The  impact of this  statement  did not have a  material
     effect on the Company's consolidated financial statements.

     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.



                                       7
<PAGE>

PAWNBROKER.COM, INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
SEPTEMBER 30, 2001
================================================================================


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

     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 will be amortized over 3 years from the date
     of commencement of operations.

     Advertising costs

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

     Financial instruments

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


4.   CAPITAL ASSETS

<TABLE>
        ================================================================================================
                                                                                  Net Book Value
                                                                       --------------------------------
                                                           Accumulated   September 30,     December 31,
                                                 Cost     Amortization            2001             2000
        ------------------------------------------------------------------------------------------------
        <S>                                 <C>           <C>             <C>              <C>
        Furniture and fixtures              $  64,970     $    27,285     $    37,685      $    47,432
        Computer equipment                    224,994         100,106         124,888          502,986
        Computer software                     275,381         275,381               -           61,066
        Leasehold improvements                  4,990           2,747           2,243            3,866
                                            ----------    ------------    ------------     -------------
                                            $ 570,335     $   405,519     $   164,816       $  615,350
        ================================================================================================
</TABLE>



                                       8
<PAGE>

 PAWNBROKER.COM, INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
SEPTEMBER 30, 2001
================================================================================


5.   DOMAIN NAME

     ==========================================================================
                                                 September 30,     December 31,
                                                          2001             2000
     --------------------------------------------------------------------------
     Domain name                                 $    125,000      $   125,000
     Less:  Accumulated amortization                  (97,222)         (65,971)
                                                 -------------     ------------
                                                 $     27,778      $    59,029
     ==========================================================================


6.   NOTES PAYABLE

<TABLE>
     ======================================================================================================================
                                                                                            September 30,     December 31,
                                                                                                     2001             2000
     ----------------------------------------------------------------------------------------------------------------------
    <S>                                                                                     <C>             <C>
     Line of credit from BWI Avionics Ltd., bearing interest at 12% per annum, due
         and payable on May 1, 2001. The note is personally guaranteed by two
         directors of the Company up to $500,000 each. During the period ended
         September 30, 2001, the Company converted the debt into 2,000,000 common
         shares of the Company.                                                              $         -     $   1,000,000

     Promissory note from Granite  Communications  Inc., bearing interest at 10% per
         annum,  payable on July 15,  2001.  During the period  ended  September 30,
         2001,  the Company  converted  the debt into 600,000  common  shares of the
         Company.                                                                                      -           300,000

     Loan payable from  Eurogrowth  Investments  Ltd.,  bearing  interest at 12% per
         annum,  payable on July 15,  2001.  During the period  ended  September 30,
         2001,  the Company  converted  the debt into 400,000  common  shares of the
         Company.                                                                                      -           200,000

     Promissory note from Pacific Pawnbroker,  non-interest  bearing,  unsecured and
         payable on demand.                                                                       36,500                 -

     Promissory  note from  various  parties,  bearing  interest  at 18% per  annum,
         unsecured, and payable on December 31, 2003.                                             70,000                 -

     Promissory note, bearing interest at 18% per annum,  unsecured,  and payable on
         October 19, 2001.                                                                       100,000                 -

     Promissory note, bearing interest at 18% per annum,  unsecured,  and payable on
         February 21, 2002.                                                                      100,000                 -

</TABLE>

                               - continued -




                                       9
<PAGE>

PAWNBROKER.COM, INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
SEPTEMBER 30, 2001
================================================================================


6.   NOTES PAYABLE (cont'd...)

<TABLE>
     ======================================================================================================================
                                                                                            September 30,     December 31,
                                                                                                     2001             2000
     ----------------------------------------------------------------------------------------------------------------------
Continued.....
    <S>                                                                                     <C>             <C>
        Convertible  debentures  from  various  parties,  bearing  interest  at 18% per
            annum, unsecured, and payable on December 31, 2003.                                   55,000                 -
                                                                                            --------------   --------------
                                                                                                 361,500     $   1,500,000
        Less:  current portion                                                                  (236,500)       (1,500,000)
                                                                                            --------------   --------------
                                                                                             $   125,000     $           -
        ====================================================================================================================
</TABLE>


7.   CAPITAL STOCK

     On April 6, 1999,  Pawnbroker acquired all the issued and outstanding share
     capital of Eriko Internet Inc. As consideration,  Pawnbroker issued 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 entitles 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.



                                       10
<PAGE>

PAWNBROKER.COM, INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
SEPTEMBER 30, 2001
================================================================================


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

     On January 30, 2001,  the Company issued 10,000 common shares upon exercise
     of stock option 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  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  reduced by $5 and  $47,233,
     respectively, to eliminate the value initially recorded on issuance.


8.   STOCK OPTIONS AND WARRANTS

     At September 30, 2001,  incentive stock options were  outstanding  enabling
     the optionee to acquire the following number of common shares:

<TABLE>
        ==============================================================================================================
             Number           Exercise
          of Shares              Price         Expiry Date
        --------------------------------------------------------------------------------------------------------------
          <S>              <C>              <C>
             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
             93,009      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
        ==============================================================================================================
</TABLE>


     The following warrants were outstanding at September 30, 2001:

    ===========================================================================
          Number                   Exercise
       of Shares                      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
    ============================================================================



                                       11
<PAGE>

PAWNBROKER.COM, INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
SEPTEMBER 30, 2001
================================================================================


9.   STOCK BASED COMPENSATION EXPENSE

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

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

     Following is a summary of the stock option activity:

     ===========================================================================
                                                                       Weighted
                                                                        Average
                                                         Number        Exercise
                                                      of Shares           Price
     ---------------------------------------------------------------------------
     Outstanding at March 31, 1999                            -     $         -

         Granted                                         40,000           67.50
         Forfeited                                            -               -
         Exercised                                            -               -
                                                    -----------
     Outstanding at March 31, 2000                       40,000           67.50

         Granted                                        489,667           40.90
         Forfeited                                     (193,557)          71.00
         Exercised                                     (187,000)           0.90
                                                    -----------
     Outstanding at December 31, 2000                   149,110           77.40

         Granted                                         10,000            0.90
         Forfeited                                       (2,900)          52.30
         Exercised                                      (10,000)           0.90
                                                    -----------
     Outstanding at September 30, 2001                  146,210           67.40
     ===========================================================================



                                       12
<PAGE>

PAWNBROKER.COM, INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
SEPTEMBER 30, 2001
================================================================================


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

     Following  is a summary of the status of options  outstanding  at September
     30, 2001:

<TABLE>
     ===================================================================================================
                                     Outstanding Options                      Exercisable Options
                              --------------------------------------    -------------------------------
                                              Weighted
                                               Average      Weighted                           Weighted
                                             Remaining       Average                            Average
                                           Contractual      Exercise                           Exercise
     Exercise Price              Number           Life         Price             Number           Price
     ---------------------------------------------------------------------------------------------------
    <S>                         <C>           <C>           <C>                <C>             <C>
     $ 67.50                     40,000           2.42        $67.50             25,000          $67.50
       45.00 - 81.30             93,010           1.80         67.10             17,467           63.10
       67.50                      8,200           1.92         67.50             15,233           67.50
       15.30                      5,000           2.73         15.30                  -           15.30
     ===================================================================================================
</TABLE>

     Compensation

     The Company has granted  53,200 options to  consultants  and  non-employees
     which are accounted for under SFAS 123 and EITF 96-18.  Accordingly,  using
     the  Black-Scholes  option  pricing  model,  the options are marked to fair
     value  through   charges  to  operations   as   stock-based   compensation.
     Stock-based  compensation  recognized during the period ended September 30,
     2001 was $Nil (2000 - $93,617).

     The  Company  has  93,010  options  granted  to  employees  outstanding  at
     September  30,  2001.  These  options are  accounted  for using  Accounting
     Principles   Board  Opinion  No.  25,   "Accounting  for  Stock  Issued  to
     Employees". Had compensation expense relating these options been recognized
     on the basis of fair value  pursuant to Statement  of Financial  Accounting
     Standard No. 123,  net loss and loss per share would have been  adjusted as
     follows:

<TABLE>
     =====================================================================================
                                                             Nine Month        Nine Month
                                                           Period Ended      Period Ended
                                                          September 30,     September 30,
                                                                   2001              2000
     -------------------------------------------------------------------------------------
     <S>                                                   <C>              <C>
     Loss for the period
         As reported                                       $  (851,143)     $ (6,000,076)
                                                           ============     =============
         Pro-forma                                         $  (851,143)     $(10,642,613)
                                                           ============     =============
     Basic and diluted loss per share
         As reported                                       $     (0.22)     $      (3.43)
                                                           ============     =============
         Pro-forma                                         $     (0.22)     $      (6.08)
     =====================================================================================
</TABLE>



                                       13
<PAGE>

PAWNBROKER.COM, INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
SEPTEMBER 30, 2001
================================================================================


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

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


    ============================================================================
                                                      Nine Month     Nine Month
                                                    Period Ended   Period Ended
                                                   September 30,  September 30,
                                                            2001           2000
    ----------------------------------------------------------------------------
    Risk-free interest rate                                -             5.94%
    Expected life of the options                           -            1 year
    Expected volatility                                    -               32%
    Expected dividend yield                                -                -
    ============================================================================


10.  SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS


    ============================================================================
                                                    Nine Month       Nine Month
                                                  Period Ended     Period Ended
                                                 September 30,    September 30,
                                                          2001             2000
    ----------------------------------------------------------------------------

    Cash paid for income taxes                 $           -    $           -

    Cash paid for interest                                 -                -
    ============================================================================


     Non-cash  investing  and  financing  transactions  during the  period  from
     January 1, 2001 to September 30, 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.

     b)   During the period,  the Company  converted notes payable in the amount
          of $1,500,000 plus accrued  interest of $154,104 into 3,000,000 common
          shares of the Company.

     c)   During the period,  52,487  common shares of the Company were returned
          to treasury in exchange for a receivable of $47,238.



                                       14
<PAGE>

PAWNBROKER.COM, INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
SEPTEMBER 30, 2001
================================================================================


11.  COMMITMENTS

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

           Future annual lease payments are as follows:

             2001                                          $       43,291
             2002                                                 108,417
             2003                                                  18,565
             2004                                                   2,038

     b)   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.


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
     $3,363,648 in operating losses which, if unutilized, expire as follows:

        2019                                          $     1,898,381
        2020                                                7,143,559
        2021                                                  851,143
                                                      ---------------
                                                      $     9,893,083

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

<TABLE>
     ===============================================================================================================
                                                                                        Nine Month       Nine Month
                                                                                      Period Ended     Period Ended
                                                                                     September 30,    September 30,
                                                                                              2001             2000
     ---------------------------------------------------------------------------------------------------------------
     <S>                                                                              <C>              <C>
     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%
     ===============================================================================================================
</TABLE>



                                       15
<PAGE>

PAWNBROKER.COM, INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
SEPTEMBER 30, 2001
================================================================================


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

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

<TABLE>
     =================================================================================================
                                                                       September 30,    September 30,
                                                                                2001             2000
     -------------------------------------------------------------------------------------------------
     <S>                                                             <C>              <C>
     Tax benefit of net operating loss carryforward                  $     3,363,648  $     2,672,641
     Valuation allowance                                                  (3,363,648)      (2,672,641)
                                                                     ---------------  ---------------
                                                                     $             -  $             -
     =================================================================================================
</TABLE>

     At  September  30,  2001,  deferred  taxes  consisted of a net tax asset of
     $3,363,648  due to operating  loss  carryforwards  of $9,893,083  which was
     fully allowed for in the valuation  allowance of $3,363,648.  The valuation
     allowance offsets the net deferred asset for which there is no assurance of
     recovery.  The change in the valuation  allowance for the nine month period
     ended September 30, 2001 was $289,388.

     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 EVENT

     Subsequent to period end the Company obtained bridge loans in the amount of
     $80,000 from various parties, evidenced by convertible debentures,  bearing
     interest at 18% per annum, and payable on December 31, 2003.



                                       16
<PAGE>

NOTE REGARDING FORWARD LOOKING STATEMENTS

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

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


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

OVERVIEW

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

     During 1999 and 2000,  we developed  and launched a web site that  provided
online customers a method to search for and buy merchandise from the inventories
of  pawnshops.  We  completed  the  initial  development  of  the  software  and
technology  related  to the  business  and  began the beta test of a web site in
December  1999.  During  the  course of  developing  our web



                                       17
<PAGE>

site and  marketing  strategy,  we  presented  our  concept to  several  hundred
pawnshops at  conventions  and  tradeshows  and  received  oral  expressions  of
interest or requests for additional information from several pawnshops about our
plan to facilitate  transactions between pawnshops and consumers through our web
site.

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

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

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

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

     In their  independent  auditor's  report  dated May 10, 2001 related to our
audited  financial  statements  for  December  31,  2000,  Davidson  &  Company,
Chartered Accountants,  expressed doubt about our ability to continue as a going
concern due to our lack of working capital for our planned business  activities.
We had a working  capital  deficiency of $2,083,210 at December 31, 2000,  and a
working  capital  deficiency of $710,007 at September 30, 2001.  The decrease in
our working  capital  deficit was a result of our  conversion  of certain  notes
payable  into  common  shares  during  the  quarter  ended  June 30,  2001.  See
"Liquidity and Capital Resources." We



                                       18
<PAGE>

intend to address this going concern issue 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
quarterly report gives effect to the reverse split.

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

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

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

Results of Operations

Three Months Ended September 30, 2001 Compared to September 30, 2000

     Revenues. We had no revenues from operations.

     Salaries  and Payroll.  Salaries  and wage  expenses for three months ended
September  30, 2001  decreased to $45,555  from  $259,621 for the same period in
2000. During the third quarter 2000, we incurred  significant  salaries and wage
expense  as a result of hiring  personal  to meet our needs as we  attempted  to
execute  our  business  plan,  including  our  hiring  in the  areas of  product
development,  sales and  marketing  and general and  administrative.  During the
fourth quarter ended December 31, 2000, we began consolidating our operations to
conserve working capital by closing our  Philadelphia  development and technical
support  facilities  and  our  California  business  office  and by  laying  off
personnel in those  offices.  During the first  quarter 2001, we laid off all of
our   personnel,   with  the   exception  of  four   employees,   including  one
administrative employee and three management,  marketing and sales employees. We
intend to hire  additional  employees  and  management  with  experience  in the
financial  service industry to assist us with implementing our financial service
business strategy, assuming we can raise adequate funding to finance our plan of
operation.

     Contract Services. Outside service expense for three months ended September
30,  2001 were nil  compared  to  $160,134  in the same  quarter of 2000,  which
consist primarily of contract services for investor relations,  public relations
and market research.  Subsequent to December 31, 2000, we suspended our business
operations and terminated all our arrangements with contract service  providers.
We may incur  contract  service  expenses  related to regulatory  compliance and
research to develop our  financial  services  business  during the  remainder of
2001.



                                       19
<PAGE>

     Consulting.  Consulting  expense for three months ended  September 30, 2001
were  $6,978  compared  to $71,086  during the same  period in 2000.  Consulting
expenses  during the three month  period  ended  September  30,  2000  consisted
primarily  of  assistance  related  to the  evaluation  and  development  of our
Internet  business  strategies,  development  of a  Internet  business  plan and
interim executive personnel. These costs were associated with the development of
our business  strategy to offer the  merchandise of pawnshops over the Internet.
Subsequent  to December 31,  2000,  we suspended  our  business  operations  and
terminated all our arrangements with our consultants. As a result, we anticipate
that we may incur nominal  expenses  related to consulting  expenses  during the
third and fourth quarters of 2001, but that consulting expenses will increase in
2002 as we begin the process of implementing  our business  strategy of offering
financial services to pawnbrokers.  We intend to engage outside consultants with
experience in the financial  service  industry to assist us with  developing and
implementing  policies  and  procedures  for our  financial  service  offerings,
assuming we can raise adequate funding to finance our plan of operation.

     Professional  Fees.  Professional fees for three months ended September 30,
2001 were $2,194.  We had an adjustment to professional  fees of $11,839 for the
quarter ended September 30, 2000,  resulting primarily from our renegotiation of
debt  incurred  for  expenses  previously  accrued.  Professional  fees  consist
primarily of legal and accounting expenses. During 2000, we incurred substantial
professional  fees expenses  related to legal and accounting  support during the
development of our Internet  business and expenses related to preparing  filings
to comply with our Securities and Exchange Commission reporting obligations. The
decrease in professional  expense  resulted from our lack of working capital and
our  reduction  in the use of our legal  counsel  and  accounting  professionals
during 2001.  We  anticipate  that  expenses  related to  professional  fees may
decline during 2001, as we have been  relatively  inactive  during the first two
quarters  of  2001.  However,  professional  fees  may  increase  if  we  obtain
additional  financing to undertake  research  related to our financial  services
business and the development of documents,  forms and procedures related to such
business.

     Marketing and Related  Expense.  Marketing  and related  expenses for three
months ended  September 30, 2001 were $(3,540)  (resulting from an adjustment of
accrued  expenses)  compared to $54,663 for the same period in 2000.  During the
quarter ended  September 30, 2001, we had an adjustment to marketing and related
expenses related to a discount  received from a provider.  Marketing and related
expenses in 2000  consisted  primarily  of creative  printing  and  advertising.
Marketing  expenses are expected to be  substantially  lower during 2001 than in
2000, as we have suspended our  operations  and do not  anticipate  that we will
begin to market our financial and  business-to-business  services until at least
the fourth quarter of 2001 or first quarter of 2002.

     General and Administrative. General and administrative related expenses for
three months ended  September 30, 2001 were $58,851,  compared to $91,036 during
2000.  General  and  administrative  related  expense  for  three  months  ended
September 30, 2000 consisted  primarily of general office,  printing,  purchased
software,  recruiting and facility costs  associated with the development of our
Internet business and maintaining offices in Reno,  Philadelphia and California.
General and administrative expenses are expected to remain lower than the levels
experienced in 2000, as we have  consolidated  our operations into one office in
Reno, Nevada.



                                       20
<PAGE>

     Travel and  Related.  Travel and related  expenses  for three  months ended
September  30, 2001 were  $24,579  compared  to  $(144,606)  (resulting  from an
adjustment  to  previously  accrued  expenses)  during the same  period in 2000.
Travel and  related  expenses  during the  September  30, 2001  quarter  related
primarily  to travel for raising  capital and business  development  activities.
Travel  expenses  during the third  quarter  2000 were  adjusted  to reflect our
renegotiation  of certain debt incurred for travel expenses  previously  accrued
and for other  adjustments.  Travel and  related  expenses  are  expected  to be
consistent  with the levels in the first and  second  quarters  2001  during the
remaining quarters of 2001.

     Recovery  of  Operating  Expenses.  During  the three  month  period  ended
September  30,  2001,  we had a $69,116  adjustment  in  recovery  of  operating
expenses  resulting  primarily from adjustments to certain  expenses  previously
accrued.

     Loss.  Our loss for three  months ended  September  30, 2001 was $75,980 or
$0.01 per share  compared to $877,442 or $0.48 per share  during the same period
in 2000, a decrease of $801,462.  The decrease  resulted from the  suspension of
our web site  operations  during the first  half of 2001 and our  restructuring.
During the three month period ended September 30, 2000, we incurred  substantial
costs associated with the development and launch of the  Pawnbroker.com web site
and business, including corporate acquisition expenses,  developing our business
plan,   product   development   expenses,   sales  and  marketing  expenses  and
administrative  expenses.  We  anticipate  that we will continue to incur losses
during the third quarter 2001 at a level  approximately  as that recorded during
the second quarter 2001, and that losses will increase during the fourth quarter
of 2001 and into 2002 as we anticipate that we will begin  implementing  our new
business  strategy,  assuming  adequate  financing  is  available.  See "Plan of
Operation."


Nine months Ended September 30, 2001 Compared to Nine months Ended September 30,
2000

     Revenues. We had no material revenues from operations.

     Salaries  and  Payroll.  Salaries  and wage  expenses for nine months ended
September 30, 2001 decreased to $201,995 from  $1,324,003 for the same period in
2000.  During the nine months ended 2000, we incurred  significant  salaries and
wage expense as a result of hiring personal to meet our needs as we attempted to
execute our Internet business plan, including our hiring in the areas of product
development, sales and marketing and general and administrative. We consolidated
our  operations  to  conserve   working  capital  by  closing  our  Philadelphia
development and technical support facilities and our California  business office
and by laying off personnel in those offices. During the nine months ended 2001,
we  laid  off all of our  personnel,  with  the  exception  of  four  employees,
including one administrative employee and three management,  marketing and sales
employees.  During the nine month period ended  September 30, 2000, we had stock
based compensation of $93,617,  compared to no stock based  compensation  during
the same period in 2001.

     Contract Services.  Outside service expense for nine months ended September
30,  2001 were nil  compared  to  $543,975  in the same  quarter of 2000,  which
consist primarily of contract services for investor relations,  public relations
and market research.



                                       21
<PAGE>

     Consulting.  Consulting  expense for nine months ended  September  30, 2001
were  $21,083  compared to $491,591  during the same period in 2000.  Consulting
expenses  during  the nine month  period  ended  September  30,  2000  consisted
primarily  of  assistance  related  to the  evaluation  and  development  of our
Internet  business  strategies,  development  of a  Internet  business  plan and
interim  executive  personnel.  We anticipate that we may incur nominal expenses
related to  consulting  expenses  during the  fourth  quarter of 2001,  but that
consulting  expenses  will  increase in the 2002 as 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 adequate financing is available.

     Professional  Fees.  Professional  fees for nine months ended September 30,
2001  were  $104,386   compared  to  $466,909  for  the  same  period  in  2000.
Professional  fees  consist  primarily  of legal and  accounting  expenses.  The
decrease in professional  expense  resulted from our lack of working capital and
our  reduction  in the use of our legal  counsel  and  accounting  professionals
during  2001.  During the nine months  ended  September  30,  2000,  we incurred
substantial  professional fees expenses related to legal and accounting  support
during  the  development  of our  Internet  business  and  expenses  related  to
preparing  filings  to  comply  with  our  Securities  and  Exchange  Commission
reporting obligations.

     Marketing  and Related  Expense.  Marketing  and related  expenses for nine
months ended September 30, 2001 were $(16,094)  (resulting from an adjustment to
previously  accrued expenses)  compared to $609,415 for the same period in 2000.
During the quarter ended  September  30, 2001, we received an adjustment  from a
service provider.  Marketing and related expenses in 2000 consisted primarily of
creative  printing  and  advertising.  Marketing  expenses  are  expected  to be
substantially  lower  during  2001  than  in  2000,  as we  have  suspended  our
operations.

     General and Administrative. General and administrative related expenses for
nine months ended September 30, 2001 were $90,654, compared to $1,526,456 during
2000. General and administrative  expenses are expected to remain lower than the
levels  experienced in 2000, as we have  consolidated  our  operations  into one
office in Reno, Nevada.

     Travel and  Related.  Travel and related  expenses  for nine  months  ended
September  30, 2001 were $64,349  compared to $93,639  during the same period in
2000.  Travel and  related  expenses  related  primarily  to travel for  raising
capital and business  development  activities.  Travel and related  expenses are
expected  to be  consistent  with the  levels in the first  nine  months of 2001
during the remainder of 2001.

     Recovery  of  Operating  Expenses.  During  the  nine  month  period  ended
September 30, 2001, we had $228,109 in recovery of operating  expenses resulting
from our  negotiation  and  settlement  of debt owed to  creditors,  offset by a
write-off of a loan receivable from one of our former officers in  consideration
of accrued  salaries  for his  services,  and an  adjustment  related to accrued
liabilities  for an  equipment  lease which was  terminated.  This  reduction in
obligations  to our  creditors  is expected to  continue as our  management  has
determined  such  restructuring  is  required  to allow  us to raise  additional
financing  to be able to  continue  as a going  concern  and to fund our plan of
operation.  Future  restructuring  and  settlement of creditor  obligations  may
result



                                       22
<PAGE>

in additional  recovery of operating  expenses  during 2001, but there can be no
assurance that we will successfully restructure or settle such obligations.

     Loss.  Our loss for nine months  ended  September  30, 2001 was $851,143 or
$0.22 per share compared to $6,000,076 or $3.43 per share during the same period
in 2000, a decrease of  $5,148,933.  Our loss during the nine month period ended
September  30, 2001  included  interest  expenses of $58,869  offset by interest
income of $3,102,  loss on disposal of capital  assets of $176,983 and write-off
of capital  assets of $70,674.  The  decrease in our losses in 2001  compared to
2000  resulted  from  the  suspension  of  our  web  site   operations  and  our
restructuring.

Liquidity and Capital Resources

     In their  independent  auditor's  report  dated May 10, 2001 related to our
audited financial statement for December 31, 2000, 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
September  30, 2001,  we had cash and cash  equivalents  of $8,823 and a working
capital deficit of $710,007, which includes current liabilities of $718,830.

     During the nine months ended  September  30, 2001,  we received no revenues
from our operations and we used net cash of $666,881 in operating activities. We
received  $361,500 from financing  activities (the issuance of promissory notes)
during the nine months ended  September  30,  2001.  We had a net change in cash
position of negative $222,940.  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.

     Our use of  cash  during  the  first  nine  months  of  2001  in  operating
activities  declined  from levels of cash used in operating  activities  for the
same period in 2000 ($4,889,515),  as we have consolidated our operations in our
Reno office and have suspended our business  operations  related to facilitating
transactions between pawnshops and customers through our web site. We anticipate
that our working  capital needs will  increase  during the remainder of 2001 and
into 2002, as we attempt to raise additional  financing and to implement our new
business  plan. We will continue to incur losses until we can generate  revenues
from  financings  and  membership  fees and from  business to  business  revenue
opportunities. We do not anticipate we will begin to generate any revenues until
we can offer our financial services, which is not anticipated to occur until the
first half of 2002, assuming sufficient financing is available.

     We estimate  that our minimum cash  requirements  to implement  our plan of
operation  is  between  approximately  $3 million  to $9  million  during  2002,
primarily  for  capital  to provide  loans to  qualified  pawnbrokers;  expenses
related  to  general  over  head and  administration,  regulatory  research  and
licensing;  preparing  documents,  forms and  procedures  to offer  our  planned
financial  services;  costs associated with developing our  business-to-business
web site and costs related to marketing  our financial and  business-to-business
services.  See "Plan of  Operation."  We are currently in the process of seeking
sufficient financing to implement our business strategy.



                                       23
<PAGE>

     As part of our  plan to  raise  additional  financing  to fund  our Plan of
Operation, we began to implement a capital restructuring plan under which (i) we
completed a reverse  split of our issued and  outstanding  common stock and (ii)
negotiated the conversion of certain  outstanding debt into shares of our common
stock.

     On May 11,  2001,  we entered  into  agreements  with three note holders to
convert  $1,500,000  owed to them into  shares of our common  stock at $0.50 per
share (post  reverse-split).  The market  price of our common stock as quoted on
the NASD Over-the-Counter Bulletin Board was $0.15 on May 11, 2001 (after giving
effect to the  reverse-split).  Under the terms of these  agreements,  we issued
30,000,000  shares of our common stock to the following note holders:  2,000,000
shares to BWI Avionics Ltd., 600,000 shares to Granite  Communications Inc., and
400,000  shares to  Eurogrowth  Investments  Ltd.  BWI  Avionics  Ltd.,  Granite
Communications  Inc., and Eurogrowth  Investments Ltd. are non-U.S.  persons and
the shares were issued  outside the United  States in reliance upon an exemption
from registration available under Regulation S of the Securities Act of 1933, as
amended.

     On July 5, 2001,  we held our annual  general  meeting of  shareholders  at
which our shareholders approved an amendment to our Certificate of Incorporation
to effect a stock combination  (reverse stock split) pursuant to which every ten
(10) shares of outstanding common stock would be reclassified into one (1) share
of common stock. See "Submissions of Matters to a Vote of Security Holders."

     We filed an amendment to our  certificate  of  incorporation  to effect the
reverse-split  of our issued and  outstanding  common  stock and to decrease our
authorized capital, effective August 1, 2001. Our trading symbol on the National
Association of Securities Dealers Over-the-Counter Bulletin Board was changed to
"PBOK."

     During the past year, we have been attempting to raise the capital required
to fund our  Plan of  Operation,  but our  efforts  have  only  been  marginally
successful.  Since January 1, 2001, we have raised only $361,500, in the form of
short-term bridge financing as follows:

<TABLE>
     Lender                    Instrument/Terms                                Principal Amount
     ------                    ----------------                                ----------------
     <S>                       <C>                                             <C>
     Pacific Pawnbroker        Demand promissory note, unsecured, without         $  36,500
                               interest
     Various Parties           Promissory note, unsecured, bearing interest       $  70,000
                               at 18% per annum, due December 31, 2003
     Edward Rumano             Promissory note, unsecured, bearing interest       $ 100,000
                               at 18% per annum, due October 19, 2001
     Various Parties           Promissory note, unsecured bearing interest        $ 100,000
                               at 18%, payable on February 21, 2002
     Others                    Convertible debentures, unsecured, bearing         $  55,000
                               interest at 18% per annum, due December 31,
                               2003
                                                                               ----------------
                               Total                                              $ 361,500
</TABLE>


                                       24
<PAGE>

     Joseph  Schlader,  our  President  and a director,  is the  President and a
controlling  shareholder  of  Pacific  Pawnbroker.   William  Galine,  our  Vice
President  and a  director,  is a former  officer  and  shareholder  of  Pacific
Pawnbroker.

     We are continuing to seek additional  financing.  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 cannot  assure  you that our  actual  expenditures  will not  exceed our
estimated  operating  budget.  Actual  expenditures  will  depend on a number of
factors, some of which are beyond our control, including, among other things:

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

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

     (iii) the availability of financing on acceptable terms,

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

     (v)   competition; and

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

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

Plan of Operation

     Our plan of operation is based on information  provided in discussions with
our consultants,  discussions  with 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, 2001 and during the first two quarters ended
June 30, 2002, is as follows:

     o    Restructure our outstanding  liability and capital  structure to allow
          us to obtain  financing;  o Raise  additional  financing of between $3
          million to $9  million to fund our  operations  and to  implement  our
          business strategy;
     o    Complete  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;
     o    Develop or license  the  technology  required to  facilitate  loans to
          member pawnbrokers and to offer our business-to-business services;



                                       25
<PAGE>

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

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

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

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

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

Capital Obligations and Commitments

     As of  September  5,  2001,  we  have  commitments  related  to a  $100,000
promissory  note,  bearing  interest at the annual rate of 18%,  due October 19,
2001; a $100,000  promissory  note,  bearing interest at the annual rate of 18%,
due February 21, 2002; $70,000 promissory notes,  bearing interest at the annual
rate of 18%, due December 31, 2003; and demand promissory notes in the aggregate
principal amount of $36,500.  We have also issued convertible  debentures in the
principal  amount of $55,000,  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. In addition, we estimate that our initial cash requirements are
approximately $90,000 a month, principally for salaries,  professional services,
marketing and office  expenses.  We anticipate that our cash  requirements  will
increase to  approximately  $126,000 to $150,000 per month in the fourth quarter
2001 and first  quarter  2002 as a result of costs  related to raising  capital;
professional  services  associated  with  the  research  related  to  regulatory
requirements  of our financial  services;  development  of documents,  forms and
procedures  to  offer  loans  to  pawnbrokers  in  targeted  states;  hiring  of
management with experience in the financial  services  industry;  development of
our website to enable the  application  loan  process  related to our  financial
services;  web site and technology  development  costs related to development of
the services for our business-to-business web site; increased salary and related
expenses associated with the implementation of our business strategy;  and costs
associated with marketing our web site.

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

     We intend to compete in the highly competitive financial services industry.
We will compete against  companies that have  substantially  greater  financial,
technical  and  other  resources  than  us.  Several  competitors  already  have
established web sites, brand names,



                                       26
<PAGE>

strategic  relationships  and other web  sites  and user  loyalty,  all of which
create a  competitive  advantage  over us. We have not yet begun the  process of
determining the regulatory  requirements  for conducting our proposed  financial
services  business and we do not currently have  sufficient  working  capital to
implement our planned business  strategy.  During 2000 and the first nine months
of 2001,  several  Internet  related  companies  have failed or been acquired by
larger competitors.  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. We currently do not have sufficient financing to continue as
a going concern;  however, based on our discussions with potential investors, we
believe that we can raise additional financing if we are able to restructure our
liabilities.  Recent  political  and  economic  uncertainties  resulting  from a
downturn in the economy and the events of September 11, 2001, have increased the
difficulty of obtaining financing on acceptable terms. 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

     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



                                       27
<PAGE>

$0.0001 per share.  At the 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 quarterly report gives effect to the reverse
split.

     During  the  quarter  ended  September  30,  2001,  we  issued  convertible
debentures  in the  principal  amount of $55,000 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.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     None.


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

     On July 5,  2001,  we held our  annual  general  meeting  of  shareholders.
Shareholders  representing 3,721,577 (post reverse-split) of the 5,080,357 (post
reverse-split)  outstanding shares of the Company as of the record date, May 24,
2001, were  represented at the Annual Meeting in person or by proxy.  The shares
represented at the Annual Meeting  constituted 73.25% of the outstanding shares.
Our shareholders took the following actions:

     Election of Board of Directors

     Our shareholders  elected the following  persons to serve as members to our
board of directors:

          A.   Steven  Fowler is elected  to serve as a Class A director  for an
               initial term of one (1) year;

          B.   Joseph  Schlader is elected to serve as a Class B director for an
               initial term of two (2) years; and

          C.   William  Galine is elected to serve as a Class C director  for an
               initial term of three (3) years.


           Director               For            Against          Abstain
           --------            ---------        ---------        ---------

        Steven Fowler          3,718,952          1,440            1,185

        Joseph Schlader        3,718,952          1,440            1,185

        William Galine         3,718,952          1,440            1,185



                                       28
<PAGE>

     Reverse Stock Split

     Our shareholders  approved an amendment to our Certificate of Incorporation
to effect a stock combination  (reverse stock split) pursuant to which every ten
(10) shares of  outstanding of our common stock would be  reclassified  into one
(1) share of common stock.


           For                         Against                  Abstain
        ---------                     ---------                ---------
        3,718,062                       2,520                     995


     Share Capital Reduction

     Our shareholders  approved an amendment to our Certificate of Incorporation
to decrease the authorized share capital of the Company from 150,000,000  shares
(consisting  of  100,000,000  shares of common  stock and  50,000,000  shares of
preferred stock) to 60,000,000 shares (consisting of 50,000,000 shares of common
stock and 10,000,000 shares of preferred stock).

           For                         Against                  Abstain
        ---------                     ---------                ---------
        3,719,197                       1,185                   1,195


     Appointment of Auditors

     Our   shareholders   ratified  the  selection  of  Davidson  &  Company  as
independent auditors.

           For                         Against                  Abstain
        ---------                     ---------                ---------
        3,721,127                         450                      0


ITEM 5. OTHER INFORMATION

         None.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     a)   Exhibits

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

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

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



                                       29
<PAGE>

         Exhibit
         Number     Description
         ------     -----------
          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.

          3.7       Certificate  of Amendment of  Certificate  of  Incorporation
                    effective August 1, 2001

         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



                                       30
<PAGE>

         Exhibit
         Number     Description
         ------     -----------
         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)   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.



                                       31
<PAGE>

         Exhibit
         Number     Description
         ------     -----------
         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.



                                       32
<PAGE>

         Exhibit
         Number     Description
         ------     -----------
         10.45(7)   Form of  Subscription  Agreement  dated May 11,  2001 - Note
                    Conversion
        -----------------
         (1)  Previously filed September 1, 1999 on Form 10.
         (2)  Previously filed October 13, 1999 on Form 10/A.
         (3)  Previously filed on June 1, 2000 on Form 8-K.
         (4)  Previously filed on June 30, 2000 on Form 10-K.
         (5)  Previously filed on July 31, 2000 on Form S-1.
         (6)  Previously filed on November 14, 2000 on Form 10-Q.
         (7)  Previously filed on May 15, 2001 on Form 10-K.


     b)   Reports on Form 8-K

          Form 8-K filed on July 19, 2001.






                                       33
<PAGE>

                                   SIGNATURES


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


Date:    November 14, 2001

                                 PAWNBROKER.COM, INC.



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







                                       34

<PAGE>
                                 EXHIBIT INDEX

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

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

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

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

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

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

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

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

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

          3.7       Certificate  of Amendment of  Certificate  of  Incorporation
                    effective August 1, 2001

         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


<PAGE>

         Exhibit
         Number     Description
         ------     -----------
         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)   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.


<PAGE>

         Exhibit
         Number     Description
         ------     -----------
         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.


<PAGE>

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