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

                       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 June 30, 2000

                                       OR

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

      For the transition period from ------------ to ------------ .

                         Commission file number 0-27215

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

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


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


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

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

    The number of outstanding common shares, no par value, of the Registrant
                         at June 30, 2000 was 17,564,750

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


<PAGE>

                              PAWNBROKER.COM, INC.

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

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

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

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

             CONSOLIDATED STATEMENTS OF OPERATIONS.................................................1

             CONSOLIDATED STATEMENTS OF CASH FLOWS.................................................3

             CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY ...........................4

             NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS........................................5

     ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                    CONDITION AND RESULTS OF OPERATIONS............................................6

     ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK...........................17

Part II - OTHER INFORMATION

     ITEM 1.  LEGAL PROCEEDINGS ..................................................................22

     ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS...........................................22

     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES ....................................................22

     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.................................22

     ITEM 5.  OTHER INFORMATION...................................................................23

     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K....................................................23


SIGNATURES
</TABLE>





<PAGE>

Part I -  FINANCIAL INFORMATION

     ITEM 1. FINANCIAL STATEMENTS

PAWNBROKER.COM, INC.
(formerly Digital Sign Corporation)
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
(Unaudited)




================================================================================
                                                     June 30,        March 31,
                                                         2000             2000
--------------------------------------------------------------------------------



ASSETS

Current

    Cash and cash equivalents                    $          -   $       424,678
    Prepaid expenses                                    6,018            6,018
                                                 -------------  ---------------
                                                        6,018          430,696

Deposits                                              226,012          205,741

Capital assets (Note 4)                               800,773          370,770

Domain name (Note 5)                                   79,862           90,279
                                                 -------------  ---------------
Total assets                                     $  1,112,665    $   1,097,486
================================================================================



                                  - continued -








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


                                       1
<PAGE>

PAWNBROKER.COM, INC.
(formerly Digital Sign Corporation)
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
(Unaudited)


<TABLE>
===============================================================================================================
                                                                                    June 30,        March 31,
                                                                                        2000             2000
---------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>              <C>
Continued...

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
    Bank overdraft                                                             $      79,656     $          -
    Accounts payable and accrued liabilities                                       1,563,961        1,122,159
    Note payable (Note 7)                                                          1,000,000                -
    Current portion of capital obligations (Note 9)                                  159,007                -
                                                                               -------------     -------------
                                                                                   2,802,624        1,122,159

Convertible debenture (Note 8)                                                       500,000                -

Capital lease obligation (Note 9)                                                    111,873                -
                                                                               -------------     -------------
                                                                                   3,414,497        1,122,159
Stockholders' equity
    Capital stock (Note 10)

       Authorized
              20,000,000  preferred shares with a par value of $0.00001
              50,000,000  common shares with a par value of $0.00001
       Issued and outstanding
          June 30, 2000 - 17,564,750 common shares
          March 31, 2000 - 17,564,750 common shares                                      176              176
    Additional paid-in capital                                                     4,681,260        4,681,260
    Deficit accumulated during the development stage                              (6,983,268)      (4,706,109)
                                                                               -------------     -------------

    Total stockholders' equity                                                    (2,301,832)         (24,673)
                                                                               -------------     -------------

Total liabilities and stockholders' equity                                     $   1,112,665     $  1,097,486
===============================================================================================================
</TABLE>


History and organization of the Company (Note 1)

Commitments (Note 14)

Subsequent events (Note 17)



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




                                       2
<PAGE>

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


<TABLE>

=====================================================================================================================
                                                                       Cumulative
                                                                     Amounts From
                                                                      February 5,     Three Months      Three Months
                                                                             1999     Period Ended      Period Ended
                                                                      to June 30,         June 30,          June 30,
                                                                             2000             2000              1999
---------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>               <C>              <C>
OPERATING EXPENSES
    Amortization                                                   $     210,489     $     104,505      $         -
    Contract services                                                    542,709            65,810                -
    Consulting                                                           430,214            52,773                -
    Finders fee                                                           65,000            65,000                -
    General and administrative                                         2,005,742           348,492                -
    Marketing and related expenses                                       768,387           467,681                -
    Professional fees                                                    593,746           206,807                -
    Rent                                                                 256,936            78,052                -
    Salary and wages                                                   1,386,222           494,282                -
    Stock-based compensation                                              93,617                -                 -
    Telephone                                                            242,412           183,374                -
    Travel and related                                                   443,811           215,835                -
                                                                   --------------     -------------      -----------
                                                                       7,039,185         2,282,611                -
OTHER ITEM
    Interest income                                                       55,917             5,452                -
                                                                   --------------     -------------      -----------

Loss for the period                                                $   6,983,268     $   2,277,159      $         -
=====================================================================================================================

Basic and diluted loss per common share (Note 3)                                     $       (0.13)     $         -
=====================================================================================================================

Weighted average number of shares of common stock outstanding                           17,564,750        1,124,750
=====================================================================================================================
</TABLE>






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




                                       3
<PAGE>

PAWNBROKER.COM, INC.
(formerly Digital Sign Corporation)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)


<TABLE>
====================================================================================================================
                                                                       Cumulative
                                                                     Amounts From
                                                                      February 5,     Three Months      Three Months
                                                                             1999     Period Ended      Period Ended
                                                                      to June 30,         June 30,          June 30,
                                                                             2000             2000              1999
--------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>               <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Loss for the period                                            $  (6,983,268)    $  (2,277,159)     $        -
    Items not affecting cash:
       Amortization                                                      210,489           104,505               -
       Stock-based compensation                                           93,617                -                -

    Net change in non-cash working capital items:
       Increase in prepaid expenses                                       (6,018)               -                -
       Increase in accounts payable and accrued liabilities            1,558,773           441,802               -
       Increase in notes payable                                       1,000,000         1,000,000               -
                                                                   --------------     -------------     -----------
    Net cash used in operating activities                             (4,126,407)         (730,852)              -
                                                                   --------------     -------------     -----------
CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of capital assets                                          (639,468)         (197,435)              -
    Purchase of domain name                                             (125,000)               -                -
    Acquisition of cash on purchase of subsidiary                          8,007                -                -
    (Increase) decrease in deposits                                     (226,012)          (20,271)              -
                                                                   --------------     -------------     -----------
    Net cash used in investing activities                               (982,473)         (217,706)              -
                                                                   --------------     -------------     -----------
CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from issuance of common stock                             4,585,000                -                -
    Proceeds from convertible debenture                                  500,000           500,000               -
    Capital lease obligations                                            (55,776)          (55,776)              -
                                                                   --------------     -------------     -----------
    Net cash provided by financing activities                          5,029,224           444,224               -
                                                                   --------------     -------------     -----------

Change in cash position for the period                                   (79,656)         (504,334)              -

Cash and cash equivalents, beginning of period                                -            424,678               -
                                                                   --------------     -------------     -----------

Cash and cash equivalents, end of period                           $     (79,656)    $     (79,656)     $        -
====================================================================================================================
</TABLE>

Supplemental disclosure with respect to cash flows (Note 13)



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



                                       4
<PAGE>

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


<TABLE>
=============================================================================================================================

                                                                                                     Deficit
                                                                                                 Accumulated
                                                       Common Stock               Additional      During the           Total
                                               -----------------------------         Paid-in     Development   Stockholders'
                                                      Shares          Amount           Stage           Stage          Equity
---------------------------------------------- -------------- --------------- --------------- --------------- ---------------
<S>                                              <C>          <C>             <C>             <C>             <C>
Balance, February 5, 1999                                 -       $        -     $         -    $         -      $         -
    Common stock issued for cash                   8,500,000              85          80,415              -           80,500
                                                 ------------     -----------    ------------   ------------     ------------

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

    Capital stock of Pawnbroker.com, Inc.
       at April 6, 1999                            1,124,750              12          26,256              -           26,268

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

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

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

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

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

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

    Loss for the year                                     -               -               -       (4,706,109)     (4,706,109)
                                                 ------------     -----------    ------------   ------------     ------------

Balance, March 31, 2000                           17,564,750             176       4,681,260      (4,706,109)        (24,673)

    Loss for the period                                   -               -               -       (2,277,159)     (2,277,159)
                                                 ------------     -----------    ------------   ------------     ------------

Balance, June 30, 2000                            17,564,750     $       176     $ 4,681,260    $  (6,983,268)   $ (2,301,832)
=============================================================================================================================
</TABLE>






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



                                       5
<PAGE>

PAWNBROKER.COM, INC.
(formerly Digital Sign Corporation)
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
JUNE 30, 2000
================================================================================


1.   HISTORY AND ORGANIZATION OF THE COMPANY

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

     These  financial  statements  contain  the  financial  statements  of Eriko
     Internet Inc.  ("Eriko"),  Pawnbroker.com,  Inc.,  Digital Signs,  Inc. and
     Pawnbroker.com,  Inc. (a Nevada  Corporation)  presented on a  consolidated
     basis. On April 6, 1999,  Pawnbroker.com,  Inc.  acquired all of the issued
     and outstanding  share capital of Eriko by issuing  8,500,000 common shares
     (Note  6).  As a result  of the share  exchange,  control  of the  combined
     companies  passed to the former  shareholders of Eriko.  This type of share
     exchange has been accounted for as a capital  transaction  accompanied by a
     recapitalization   of  Eriko.   Recapitalization   accounting   results  in
     consolidated   financial   statements   being  issued  under  the  name  of
     Pawnbroker.com,  Inc.,  but are considered a  continuation  of Eriko.  As a
     result, the financial statements present the financial position of Eriko as
     at March 31, 1999 and its results of  operations  from  February 5, 1999 to
     March 31, 1999 and the consolidated  financial position of the companies as
     at June 30,  2000,  the results of  operations  of Eriko for the year ended
     June 30,  2000 and the  results  of  operations  of  Pawnbroker.com,  Inc.,
     (Nevada) and Digital Signs Inc. from their  respective dates of acquisition
     during the year. The number of shares outstanding at June 30, 2000 and 1999
     as presented are those of Pawnbroker.com, Inc.

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

2.   GOING CONCERN

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

<TABLE>
    ================================================================================================
                                                                           June 30,       March 31,
                                                                               2000            2000
    -------------------------------------------------------------------------------- ---------------
    <S>                                                             <C>             <C>
    Deficit accumulated during the development stage                 $   (6,983,268) $   (4,706,109)
    Working capital (deficiency)                                         (2,796,606)       (691,463)
    ================================================================================================
</TABLE>





                                       6
<PAGE>

PAWNBROKER.COM, INC.
(formerly Digital Sign Corporation)
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
JUNE 30, 2000
================================================================================


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

     Principles of consolidation

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

     Revenue recognition

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

     Use of estimates

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

     Cash and cash equivalents

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

     Loss per share

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

     Income taxes

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

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

     Accounting for derivative instruments and hedging activities

     In  September  1998,  the  Financial   Accounting  Standards  Board  issued
     Statement  of  Financial   Accounting   Standards  No.  133  ("SFAS  133"),
     "Accounting  for  Derivative  Instruments  and  Hedging  Activities"  which
     establishes  accounting and reporting standards for derivative  instruments
     and for hedging  activities.  SFAS 133 is effective for all fiscal quarters
     of fiscal  years  beginning  after June 15,  1999.  In June 1999,  the FASB
     issued SFAS 137 to defer the effective date of SFAS 133 to fiscal  quarters
     of fiscal  years  beginning  after  June 15,  2000.  The  Company  does not
     anticipate  that the  adoption  of the  statement  will have a  significant
     impact on its financial statements.




                                       7
<PAGE>

PAWNBROKER.COM, INC.
(formerly Digital Sign Corporation)
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
JUNE 30, 2000
================================================================================


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

     Stock-based compensation

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

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

     Comprehensive income

     The Company has adopted Statement of Financial Accounting Standards No. 130
     ("SFAS 130"), "Reporting  Comprehensive Income". This statement establishes
     rules for the reporting of  comprehensive  income and its  components.  The
     adoption of SFAS 130 had no impact on total stockholders' equity as of June
     30, 2000.

     Software development

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

     Capital assets

     Capital assets will be recorded at cost less accumulated amortization.  The
     cost of capital assets is amortized using the straight-line method over the
     following estimated useful lives of the related assets:

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

     Domain names

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

     Advertising costs

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




                                       8
<PAGE>

PAWNBROKER.COM, INC.
(formerly Digital Sign Corporation)
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
JUNE 30, 2000
================================================================================


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

     Financial instruments

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

4.   CAPITAL ASSETS

<TABLE>
     ==================================================================================================
                                                                                 Net Book Value
                                                                         ------------------------------
                                                    Cost     Accumulated        June 30,      March 31,
                                                            Amortization            2000           2000
     --------------------------------------------------------------------------------------------------
    <S>                                     <C>             <C>             <C>              <C>
     Furniture and fixtures                   $   64,379     $   11,068       $   53,311      $  53,723
     Computer equipment                          604,940         36,053          568,887        133,883
     Computer software                           277,526        117,764          159,762        181,164
     Leasehold improvements                       19,279            466           18,813          2,000
                                              ----------     ----------       ----------      ---------
                                              $  966,124     $  165,351       $ 800,773       $ 370,770
     ==================================================================================================
</TABLE>


5.   DOMAIN NAME

     ========================================================================
                                                     June 30,       March 31,
                                                         2000            2000
     ------------------------------------------------------------------------
     Domain name                                  $  125,000      $  125,000
     Less:  Accumulated amortization                 (45,138)        (34,721)
                                                  -----------     -----------
     Net book value                               $   79,862      $   90,279
     ========================================================================

6.   BUSINESS COMBINATIONS

     Eriko Internet Inc.

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




                                       9
<PAGE>

PAWNBROKER.COM, INC.
(formerly Digital Sign Corporation)
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
JUNE 30, 2000
================================================================================


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

     Eriko Internet Inc. (cont'd.....)

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

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

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

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

     Pawnbroker.com, Inc. (Nevada)

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

7.   NOTE PAYABLE

<TABLE>
    =====================================================================================================================
                                                                                                    2000           1999
    ---------------------------------------------------------------------------------------------------------------------
    <S>                                                                                   <C>            <C>
    Line of credit from BWI Avionics Ltd., bearing interest at 12% per annum.  The
        note is due and payable on May 1, 2001.  The note is personally guaranteed
        by two directors of the Company up to $500,000.                                    $   1,000,000  $          -
    =====================================================================================================================
</TABLE>

8.   CONVERTIBLE DEBENTURE

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

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

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




                                       10
<PAGE>

PAWNBROKER.COM, INC.
(formerly Digital Sign Corporation)
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
JUNE 30, 2000
================================================================================


8.   CONVERTIBLE DEBENTURE (cont'd...)

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

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

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

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

     The debenture holder received  warrants to purchase 58,824 common stocks of
     the Company at $4.89 per share at any time prior to June 7, 2003.

     A finder's fee of $65,000 was paid.

9.   CAPITAL LEASE OBLIGATION

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

<TABLE>
     ================================================================================
                                                                2000           1999
     --------------------------------------------------------------------------------
    <S>                                                  <C>              <C>
     Total minimum lease payments                        $   286,537      $       -
     Less:  amount representing interest                     (15,657)             -
                                                         ------------     ----------
     Balance of obligation                                   270,880              -
     Less:  due within one year                             (159,007)             -
                                                         ------------     ----------
                                                         $   111,873      $       -
     ================================================================================
</TABLE>

10.  CAPITAL STOCK

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

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

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


<

                                       11
<PAGE>

PAWNBROKER.COM, INC.
(formerly Digital Sign Corporation)
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
JUNE 30, 2000
================================================================================


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

     On June 23, 1999,  the Company  issued  1,300,000  units  through a private
     placement at a price of $2.31 per unit,  for total  proceeds of $3,003,000.
     Each unit  consisted of one common  share and one-half of a share  purchase
     warrant. One full share purchase warrant entitled the holder to acquire one
     additional  common  share at a price of $2.31 per share until June 23, 2000
     and at a price of $2.90 per share until June 23, 2001. These share purchase
     warrants were exercised during the year for total proceeds of $1,501,500.

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

11.  STOCK OPTIONS AND WARRANTS

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

<TABLE>
        ===================================================================================================================
              Number                    Exercise
           of Shares                       Price       Expiry Date
        ------------- --------------------------- -------------------------------------------------------------------------
          <S>          <C>                             <C>
             250,000                     $  6.75       November 1, 2002
             150,000                        6.75       3 years from the date when the Company  receives a specified amount
                                                       of financing in private or public offerings after November 1, 1999.
              82,000                        6.75       September 1, 2002
           2,894,665   ranging from 4.63 to 7.94       3 years from the initial  vesting dates of the stock options,  over
                                                       periods ranging from June 13, 2002 to March 15, 2003.
        ===================================================================================================================
</TABLE>

     The following warrants were outstanding at June 30, 2000:

        ===============================================================
              Number                Exercise
           of Shares                   Price       Expiry Date
        ------------- ----------------------- -------------------------
              72,000                 $  6.75       May 10, 2003
              58,824                    4.89       June 7, 2003
        ===============================================================

12.  STOCK BASED COMPENSATION EXPENSE

     SFAS 123,  "Accounting for Stock-Based  Compensation",  encourages but does
     not require companies to record compensation cost for stock-based  employee
     compensation  plans at fair  value.  The  Company has chosen to account for
     stock-based  compensation using Accounting Principles Board Opinion No. 25,
     "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.




                                       12
<PAGE>

PAWNBROKER.COM, INC.
(formerly Digital Sign Corporation)
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
JUNE 30, 2000
================================================================================


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

     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                                         400,000            6.75
         Forfeited                                            -                -
         Exercised                                            -                -
                                                      ----------

     Outstanding at March 31, 2000                       400,000            6.75

         Granted                                       2,976,665            6.67
         Forfeited                                             -               -
         Exercised                                             -               -
                                                      ----------
     Outstanding at June 30, 2000                      3,376,665      $     6.68
     ===========================================================================

     The  weighted  average  fair value of options  granted  during the  current
     period was $6.17 per share.

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

<TABLE>
    =====================================================================================================================
                                                      Outstanding Options                      Exercisable Options
                                           -------------------------------------------    -------------------------------
                                                               Weighted
                                                                Average      Weighted                           Weighted
                                                              Remaining       Average                            Average
                                                            Contractual      Exercise                           Exercise
    Exercise Price                                Number           Life         Price             Number           Price
    ---------------------------------------------------------------------------------------------------------------------
   <S>                                        <C>             <C>           <C>                 <C>             <C>
    $ 6.75                                       400,000          2.67       $  6.75             250,000         $ 6.75
    Range from $4.63 to $7.94                  2,894,665          2.29          6.67             183,334           6.87
    $6.75                                         82,000          2.17          6.75                   -              -
    =====================================================================================================================
</TABLE>





                                       13
<PAGE>

PAWNBROKER.COM, INC.
(formerly Digital Sign Corporation)
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
JUNE 30, 2000
================================================================================


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

     Compensation

     The  Company  granted  2,976,665  options to  employees  during the current
     period,  which are accounted for using Accounting  Principles Board Opinion
     No.  25,  "Accounting  for Stock  Issued to  Employees".  Had  compensation
     expense relating the 2,976,665 options granted to employees been recognized
     on the basis of fair value  pursuant to Statement  of Financial  Accounting
     Standard No. 123,  net loss and loss per share would have been  adjusted as
     follows:

<TABLE>
     =======================================================================================
                                                               Three Month
                                                              Period Ended       Year Ended
                                                                  June 30,        March 31,
                                                                      2000             2000
     ---------------------------------------------------------------------------------------
     <S>                                                    <C>             <C>
     Loss for the period
         As reported                                        $  (2,277,159)    $  (4,706,109)
                                                            ==============    ==============
         Pro-forma                                          $  (7,296,552)    $  (4,706,109)
                                                            ==============    ==============

     Basic and diluted loss per share
         As reported                                        $        (0.13)   $       (0.31)
                                                            ==============    ==============
         Pro-forma                                          $        (0.42)   $       (0.31)
     =======================================================================================
</TABLE>

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

    ==========================================================================
                                                             2000        1999
    --------------------------------------------------------------------------

    Risk-free interest rate                                6.67%           -
    Expected life of the options                               3           -
    Expected volatility                                  179.68%           -
    Expected dividend yield                                 -              -
    ==========================================================================


13.  SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

    ============================================================================
                                                        June 30,      March 31,
                                                            2000           2000
    ----------------------------------------------------------------------------
    Cash paid for income taxes                       $        -     $        -
    Cash paid for interest                                    -              -
    ============================================================================




                                       14
<PAGE>

PAWNBROKER.COM, INC.
(formerly Digital Sign Corporation)
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
JUNE 30, 2000
================================================================================


13.  SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS (cont'd.....)

     Non-cash  investing  and  financing  transactions  during the  period  from
     February 5, 1999 to June 30, 2000 were as follows:

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

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

     c)   The Company  received  250,000 shares of common stock for cancellation
          at a deemed value of $250.

14.  COMMITMENTS

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

          Future annual lease payments are as follows:

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

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

15.  RELATED PARTY TRANSACTION

     There were no related party  transactions  for the three month period ended
     June 30, 2000.

16.  INCOME TAXES

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

     The  Company  has not  recorded  potential  future  income tax  benefits of
     $2,374,311 in operating losses which expire as follows:

        2020                                    $     2,374,311
                                                ===============




                                       15
<PAGE>

PAWNBROKER.COM, INC.
(formerly Digital Sign Corporation)
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
JUNE 30, 2000
================================================================================


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

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

<TABLE>
     ======================================================================================================
                                                                                 June 30,        March 31,
                                                                                     2000             2000
     ------------------------------------------------------------------------------------------------------
     <S>                                                                        <C>              <C>
     U.S. federal statutory graduated rate                                        15.00%           15.00%
     State income tax rate, net of federal benefit                                 7.00%            7.00%
     Net operating loss for which no tax benefit is currently available          (22.00)%         (22.00)%
                                                                                ---------        ---------
                                                                                   0.00%            0.00%
     ======================================================================================================
</TABLE>

     At June 30, 2000, deferred taxes consisted of a net tax asset of $2,374,311
     due to operating loss carryforwards of $6,983,268,  which was fully allowed
     for in the  valuation  allowance of  $2,374,311.  The  valuation  allowance
     offsets the net deferred asset for which there is no assurance of recovery.
     The change in the valuation allowance for the three month period ended June
     30, 2000 was $2,374,311.  Net operating loss  carryforwards  will expire in
     2020.

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

17.  SUBSEQUENT EVENTS

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

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

     b)   The Company  has offered a private  placement  of  1,000,000  units at
          $2.00 per unit. Each unit consists of one share of common stock with a
          par value of $0.00001 and one non-transferable share purchase warrant.
          Each warrant will entitle the  subscriber  for one  additional  common
          share at a price of $3.00 per share.

     c)   The  Company  entered  into a common  stock  purchase  agreement  with
          Gestrow  Investments  Limited ("Gestrow") to sell up to $24,000,000 of
          the  Company's  common stock,  no par value per share,  based on up to
          twelve  draw downs of up to  $2,000,000  per draw  down,  and to issue
          warrants entitling Gestrow to purchase certain amounts of common stock
          of the Company.





                                       16
<PAGE>

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

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

Overview

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

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

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

The financial  statements  filed with our quarterly  report on Form 10-Q and our
management's  discussion  and  analysis of  financial  condition  and results of
operation are for the period from April 1, 2000 through June 30, 2000.

Our Business

We are in the development stage, which means we are in the process of developing
our business and have no revenues from our operations and have not generated any
profits. We intend to launch a web site designed to facilitate two distinct, yet
related, types of transactions activities over the Internet:

     o    Business-to-Consumer:  We intend to facilitate the sale of items owned
          by pawnshops to retail  consumers by providing online retail customers
          with a fundamentally  new way to search for and buy  merchandise  from
          the inventories of pawnshops throughout North America.

     o    Business-to-Business:  We intend to  facilitate  transactions  between
          pawnbrokers  and  other  businesses,  such  as  jewelers,  merchandise
          brokers,  dealers,  supply wholesales and others, who wish to directly
          trade with our network of participating pawnbrokers.

We intend to compete  in the  highly  competitive  Internet  commerce  industry.
Several of our competitors have substantially  greater financial,  technical and
other resources than us. Several competitors already have established web sites,
brand names,  strategic  relationships  with advertisers and other web sites and
user loyalty,  all of which create a competitive  advantage over us. We have not
begun the process of developing our brand name or promoting




                                       17
<PAGE>

our web site. We cannot guarantee that we will be able to compete effectively or
that we will ever generate  sufficient  revenues from our operations to make our
business commercially viable.

Our web site is located at www.pawnbroker.com.

Results of Operations

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

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

     Revenues/Losses.  We had no revenues from  operations.  Our loss during our
three month  period ended June 30, 2000 of  $2,277,189  was as a result of costs
associated  with   developing  our  business  plan,   research  and  development
expenditures  related  to the  development  of our  Pawnbroker.com  web site and
technologies and general  overhead and  administrative  expenses.  We anticipate
that  our  expenses  and  losses  will  increase  as we  increase  our web  site
development and marketing efforts.

     Consulting  Fees,  Contract  Services,  Salaries  and Wages.  Our  expenses
related to consulting  fees,  contract  services,  salaries and wages during our
three-month  period  ended June 30,  2000 was  $677,865.  Specifically,  we paid
consultant  fees  of  $52,773  for  assistance  related  to the  evaluation  and
development of our Internet  business  strategies  and contract  service fees of
$65,810  for  investor   relations  and  market  research  related  to  business
development.  We also paid  salaries  and wages in the amount of $494,282 to our
regular  employees  and  management.  We  anticipate  that  expenses  related to
compensation  to  personnel  and  consultants  will  remain  steady  during  the
remainder of our fiscal year and through  December 2001, as we intend to rely on
our current staff and  management  to implement  our business  plan. We may hire
additional  employees after we are able to generate  revenues from  transactions
and membership fees.

     General and  Administrative/Overhead.  General and administrative  expenses
were  $348,492 for the  three-month  period ended June 30, 2000,  as a result of
increased  business  activities  and the costs  associated  with our Santa Clara
office.  Rent expense during the three month period was $78,052,  which included
rent expense of approximately $19,640 related to our Santa Clara office, $13,800
related  to our Reno  office  and $8,000  related  to our  Philadelphia  office.
Additionally, we had approximately $44,000 of Internet related rental equipment.
Telephone expenses were $183,374 for the three month period ended June 30, 2000,
which consists  primarily of $151,481 of Internet  related  services.  We expect
that the dollar amounts spent on overhead and general administration will remain
steady as we  consolidate  our office  customer  service  operations in our Reno
office and we concentrate our efforts on customer service and revenue  producing
opportunities.

     Sales and  Marketing.  Sales and  marketing  expenses were $467,681 for the
three  months  ended  June 30,  2000.  Marketing,  sales and  technical  support
personnel supported our increased marketing  activities by attending  Pawnbroker
industry  tradeshows  and  marketing  our Web  based  marketing  concept  to the
pawnbroker industry.  Our sales and marketing expenses included expenses related
to a  promotional  launch  in the  Chicago  area and  promotional  campaigns  to
increase  membership  of  participating  pawnbrokers  and to  develop  strategic
alliances with business partners.  Marketing costs also included  development of
creative concepts for a consumer advertising campaign,  including the conducting
of focus  group  research  on the  concepts  around the  country  with  selected
consumer  groups.  Travel and  entertainment  expenses were $215,835,  generally
related to presentations of the Pawnbroker.com concept to pawnbrokers throughout
the USA in order to recruit  pawnbrokers  to our site and to  encourage  them to
list their inventory items on our site.  During the quarter ended June 30, 2000,
we participated in trade shows and held several off-site meetings with staff and
industry advisers.

     We anticipate  that our sales and marketing  expenses will increase  during
the  remainder  of 2000  begin  promotional  campaigns  targeted  at  buyers  of
merchandise.




                                       18
<PAGE>

     Professional  Fees.  During the three months  ended June 30, 2000,  we paid
professional  fees  of  $206,807  related  to  legal  and  accounting  services,
principally  in  connection  with the  preparation  and  filing of our  periodic
reports with the  Securities and Exchange  Commission,  preparation of materials
related to a special  meeting  of  shareholders  held on May 3,  2000,  contract
negotiation and intellectual property protection.

     Other  Income.  During  the three  months  ended June 30,  2000,  we earned
interest income on short-term deposits of $5,452.

Liquidity and Capital Resources

Since our  inception on February 5, 1999,  we raised net cash from  financing of
$4,585,000  through private placements of our common stock, and $500,000 through
the issuance of a convertible  debenture.  During the fiscal  quarter ended June
30, 2000, we raised $1,500,000 in the following transactions:

     Line of Credit - $1 million

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

     9% convertible debenture - $500,000

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

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

Subsequent to June 30, 2000, we completed the following financing transactions:

     Equity Line - Gestrow Investments Limited

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

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



                                       19
<PAGE>

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

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

          -    $2,000,000; or
          -    20% of the weighted  average trading price of our common stock on
               the OTCBB  during  the 22  trading  days  prior to the  drawdown,
               multiplied by the average  number of shares traded per day on the
               OTCBB during the 45 days prior to the drawdown, multiplied by 22,

     less a 5% cash  placement  fee payable to its  placement  agent,  Ladenburg
     Thalmann & Co. Inc., and $1,500 in escrow fees and expenses per drawdown.

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

     The average market price for our common stock for the 22 trading days prior
     to July 24, 2000 was $3.17 and the average daily trading  volume for the 45
     trading  days ended July 21, 2000 was 66,459.  If our market  price on July
     24, 2000 and the 45-day average trading volume preceding July 24, 2000 each
     remained  constant  over the 12 month period of the common  stock  purchase
     agreement  and we requested  the maximum  amount  available to us under the
     common stock purchase agreement, each draw would be capped at approximately
     $926,970  and  we  could  make  12  draws  for  a  total  amount  drawn  of
     $11,123,641.  As the  example  shows,  if our stock  price stays at current
     levels,  we will not be able to draw down all $24 million  under the common
     stock purchase agreement.

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

     Unit Private Placement - $2 Million

     On August 11, 2000, we completed a private  placement of 1 million units at
     $1.00 per unit,  each unit  consisting of one share of common stock and one
     warrant  exercisable  to acquire one  additional  share of common  stock at
     $3.00 per share for one year. We received gross proceeds of $2 million from
     the private placement.  The units were issued to Annapolis  Properties Ltd.
     We issued the units, consisting of the common stock and warrants,  pursuant
     to an exemption from registration  under Regulation S promulgated under the
     Securities Act.

As at June 30,  2000,  we had  $nil in cash or term  deposits.  We had  accounts
payable  and  accrued   liabilities  of  $1,563,961  and  short-term   notes  of
$1,000,000.  We had a working capital deficit of $2,796,606 at June 30, 2000. In
connection  with the audit of our audited  financial  statements  for our fiscal
year ended March 31, 2000, our auditors  expressed  substantial  doubt about our
ability to  continue as a going  concern due to our lack of working  capital for
our planned business  activities.  We estimate that our minimum cash requirement
to remove the going concern  threat raised by our auditor is  approximately  $10
million for the 18 month  period from July 1, 2000  through  December  31, 2001,
primarily for expenses related to general over head and administration, web site
maintenance,  web site and data base development,  server  maintenance and costs
associated with facilitating transactions between




                                       20
<PAGE>

our  customers  and  participating  pawnshops.  Subsequent  to June 30, 2000, we
completed a private  placement  of units for proceeds of $2 million and arranged
an  equity  line,  which  will  allow  us to make  monthly  draws  beginning  in
September,  2000.  We believe  that the equity  line  provided  by Gestrow  will
provide us with  sufficient  financing to meet our working capital needs through
the third calendar quarter 2001.  However,  we cannot assure you that we will be
able to draw  sufficient  capital  under  our  equity  line to fund our  working
capital needs or in the event such draws are not  sufficient to fund our working
capital needs that we will acquire additional  financing on acceptable terms, if
at all.

We  anticipate  that we will continue to incur  substantial  losses until we can
generate  revenues from  transactions  and membership  fees and from business to
business revenue opportunities.

During the fiscal  quarter  ended June 30,  2000,  we  received no cash from our
operations  and we used  net cash of  $1,733,852.  Our use of cash  during  such
periods  were  primarily  as a  result  of  expenses  related  to  research  and
development of our web site, expenses related to marketing and promotion, salary
expenses,  professional  fees and  expenses  related to  general  administrative
expenses  and  overhead.  We  anticipate  that our  working  capital  needs will
decrease  during  the  remainder  of  2000,  as we  intend  to  consolidate  our
operations  in our Reno  office and to take steps to improve  reduce the cost of
implementing our business strategy.

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

     (i)       timing of the  development  and testing of our  software  and web
               site,
     (ii)      our ability to attract visitors to our web site,
     (iii)     our ability to attract pawnshops to use our services,
     (iv)      our ability to launch our web site in a timely manner,
     (v)       our ability to successfully complete transactions,
     (vi)      the availability of financing on acceptable terms,
     (vii)     reliability of the  assumptions of management in estimating  cost
               and timing,
     (viii)    the time spent by consultants  and  professionals  developing our
               web site,
     (ix)      competition; and
     (x)       other factors that may be beyond our control.

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

Employees

     At June 30, 2000, we had 29 employees. In addition to management, we employ
marketing, sales, product development and technical personnel. We expect to hire
a customer service manager,  database administrator,  a developer/IT specialist,
customer  service  representatives,  technical  support  representatives  and  a
Producer/HTML code developer.

Subsequent Events

     Subsequent  to June 30,  2000,  Neil  McElwee was  terminated  as our Chief
Executive Officer.  Pursuant to the terms of his agreement, Mr. McElwee resigned
as a director of  Pawnbroker.com.  On July 31, 2000, we hired Dino Querze as our
Chief Operating Officer. On August 11, 2000, we hired Glenn Spiro to replace Mr.
McElwee as our Chief Executive Officer.




                                       21
<PAGE>

ITEM 3:  QUANTITIATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

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

Part II -  OTHER INFORMATION

     ITEM 1. LEGAL PROCEEDINGS

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

     ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

Sales of Unregistered Securities.

During the fiscal quarter ended June 30, 2000, we completed the following  sales
of unregistered securities:

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

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

     RedTagOutlet.com - Warrant

     On May 19,  2000,  we  issued  RedTagOutlet.com  a warrant  exercisable  to
     acquire 72,000 shares of our common stock at $6.72 per share. We issued the
     warrant  pursuant  to an  exemption  from  registration  under  Rule 506 of
     Regulation  D  promulgated  under the  Securities  Act.  The  offering  was
     otherwise  in  compliance  with  Rules  501 and 502  promulgated  under the
     Securities  Act. No fees or  commissions  were paid in connection  with the
     transaction.

     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     None.

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

     A  special  meeting  of  shareholders  was  held  May 3,  2000.  A total of
9,874,820 common shares of Pawnbroker.com, Inc. were represented in person or by
proxy at the meeting,  consisting of 55.43% of the total number of common shares
of the Company outstanding on March 30, 2000, the record date for the meeting.




                                       22
<PAGE>

     At the meeting, the following proposals were presented:

     A proposal to increase the number of shares  authorized to be issued by the
Company to 100,000,000 shares of common stock and 50,000,000 shares of preferred
stock.  The following table sets forth the  information  regarding the voting on
the proposal:

     Votes Cast For    Votes Cast     Votes Withheld    Abstentions    Not Voted
                        Against
    ---------------    ----------     --------------    -----------    ---------
       9,874,320         500              -                              -


     A proposal to an amendment to the Pawnbroker.com  1999 Stock Option Plan to
increase the number of shares  authorized  to be issued by the Company  under to
8,000,000 shares of common stock.

     Votes Cast For    Votes Cast     Votes Withheld    Abstentions    Not Voted
                        Against
    ---------------    ----------     --------------    -----------    ---------
       9,874,320         500              -                              -


     A proposal  to amend and  restate  the  Company's  bylaws to,  among  other
things,  (i) reduce the quorum  requirement  for  meetings  of  shareholders  to
one-third of shares  entitled to vote at such  meeting;  (ii) create a staggered
board of directors  consisting of three  classes of directors,  each class to be
elected for a term of three years after an initial period; and (iii) to effect a
change in the Company's fiscal year to December 31, effective December 31, 2000.

     Votes Cast For    Votes Cast     Votes Withheld    Abstentions    Not Voted
                        Against
    ---------------    ----------     --------------    -----------    ---------
       9,874,320         500              -                              -


     ITEM 5.   OTHER INFORMATION

     None

           ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K

     a)   Exhibits

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


     b)   Reports on Form 8-K

          None.






                                       23
<PAGE>


                                   SIGNATURES

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

                                   PAWNBROKER.COM, INC.

Date: August 25, 2000              By:  /s/ Greigory Park
                                        ---------------------------------------
                                        Name:  Greigory Park
                                        Title: Chief Financial Officer
                                               (Principal Financial and
                                               Accounting Officer)













                                       24
<PAGE>

                                 EXHIBIT INDEX


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