<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                                   (Mark One)
[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                    For the quarter ended September 30, 2001

                                       OR

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
       For the transition period from ___________  to  ____________

Commission File Number 0-29989

                                    37Point9
       (Exact name of small business issuer as specified in its charter)

            Nevada                                    86-0889096
(State or other jurisdiction                      (I.R.S. Employer
of incorporation or organization)               Identification Number)

                          11665 Avena Place, Ste. 209
                               San Diego, CA 92128
                    (Address of principal executive offices)

                                 (858) 485-0747
                           (Issuer's telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [ ]

As of September 30, 2001, 142,934,973 shares of Common Stock and no shares of
Preferred Stock were outstanding.

Transitional Small Business Disclosure Format (Check one):
     Yes [ ]  No [X]



<PAGE>

                                    37Point9

                                   Form 10-QSB

                                TABLE OF CONTENTS

                                                                           Page
                                                                          Number
Part I    Financial Information

          Item 1     Financial Statements                                     3

                     Consolidated Balance Sheet as of
                     September 30, 2001 (Unaudited)                           3

                     Consolidated Statements of Operations
                     for the three months and nine months
                     ended September 30, 2001 and 2000
                     (Unaudited)                                              4

                     Consolidated Statements of Cash Flows
                     for the nine months ended September 30,
                     2001 and 2000 (Unaudited)                                5

                     Notes to Consolidated Financial
                     Statements                                               6

          Item 2     Management's Discussion and Analysis
                     or Plan of Operation                                     9

Part II   Other Information                                                  10

          Item 1     Legal Proceedings                                       10
          Item 2     Changes in Securities and Use of
                     Proceeds                                                10
          Item 3     Defaults upon Senior Securities                         10
          Item 4     Submission of Matters to a Vote of
                     Security Holders                                        10
          Item 5     Other Information                                       10
          Item 6     Exhibits and Reports on Form 8-K                        10

Signatures                                                                   11

                                       2
<PAGE>

                            37Point9 AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                               September 30, 2001
                                   (Unaudited)


                                     ASSETS

CURRENT ASSETS
   Cash                                                             $     2,759
   Employee Advances                                                      2,500
                                                                    ------------
     Total Current Assets                                                 5,259
                                                                    ------------

PROPERTY AND EQUIPMENT - NET                                             84,721
                                                                    ------------

OTHER ASSETS
  Investments                                                             3,250
  Other assets                                                              500
                                                                    ------------
     Total Other Assets                                                   3,750
                                                                    ------------

TOTAL ASSETS                                                        $    93,730
------------                                                        ============

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
   Deferred revenues                                                $     2,812
   Accounts payable and accrued expenses                                458,992
   Loans payable - officer                                              204,589
                                                                    ------------
     Total Current Liabilities                                          666,393
                                                                    ------------

STOCKHOLDERS' DEFICIENCY
   Preferred stock, $.10 par value, 50,000,000 shares
     authorized, none issued and outstanding
   Common stock, $.001 par value, 400,000,000 shares
     authorized, 142,934,973 shares issued and
     outstanding                                                        142,935
   Additional paid-in capital                                         3,444,562
   Accumulated Other Comprehensive Loss                                  (8,000)
   Accumulated deficit                                               (3,903,743)
                                                                    ------------
                                                                       (324,246)
  Less: Stock issued for future services                               (248,417)
                                                                    ------------
     Total Stockholders' Deficiency                                    (572,663)
                                                                    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                      $    93,730
----------------------------------------------                      ============

The accompanying notes are an integral part of these statements

                                       3
<PAGE>
<TABLE>
                                         37Point9 AND SUBSIDIARIES
                                   CONSOLIDATED STATEMENTS OF OPERATIONS
                                                (Unaudited)
<CAPTION>

                                            For The Three    For The Three   For The Nine     For The Nine
                                            Months Ended     Months Ended    Months Ended     Months Ended
                                            September 30,    September 30,   September 30,    September 30,
                                                2001             2000            2001             2000
                                           --------------   --------------  --------------   --------------
<S>                                        <C>              <C>             <C>              <C>
REVENUES                                   $       2,813    $           0   $       2,813    $           0

OPERATING EXPENSES
   Professional fees                             234,107                0         287,735                0
   Bad Debt Expense                                5,727                0           5,727                0
   Depreciation                                    4,996                0           4,996                0
   Compensation Expense                          314,167                0         314,167                0
   Printing & Reproduction                        25,633                0          37,970                0
   Consulting Fees                             2,992,701                0       2,992,701                0
   Other general and administrative               56,717                0         124,006                0
   Amortization                                        0                0           3,000                0
                                           --------------   --------------  --------------   --------------
     Total Operating Expenses                  3,634,048                0       3,770,302                0
                                           --------------   --------------  --------------   --------------

LOSS FROM OPERATIONS                          (3,631,235)               0      (3,767,489)               0
                                           --------------   --------------  --------------   --------------

NET LOSS                                   $  (3,631,235)   $           0   $  (3,767,489)   $           0
--------                                   ==============   ==============  ==============   ==============

OTHER COMPREHENSIVE LOSS
    Unrealized Loss on Mkt. Securities            (8,000)               0          (8,000)               0
                                           --------------   --------------  --------------   --------------

COMPREHENSIVE LOSS                         $  (3,639,235)   $           0   $  (3,775,489)   $           0


Net (loss) income per common share
    - basic and diluted                    $       (0.03)   $           0   $       (0.05)   $           0
                                           ==============   ==============  ==============   ==============

Weighted average number of common shares
    outstanding - basic and diluted          105,559,158                0      75,393,032                0
                                           ==============   ==============  ==============   ==============

                      The accompanying notes are an integral part of these statements

                                                     4
</TABLE>


<PAGE>

                            37POINT9 AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


                                                    For The Nine   For The Nine
                                                    Months Ended   Months Ended
                                                    September 30,  September 30,
                                                        2001           2000
                                                    ------------   ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net (Loss) Income                                $(3,767,489)   $         -
   Adjustments to reconcile net (loss) to net cash
    (used in) provided by operating activities:
   Changes in operating assets and liabilities:
     Decrease in: A/R                                     3,226
     Increase in:
       Accounts payable and accrued expenses            419,844              -
   Other                                                (22,875)
                                                    ------------   ------------
         Net Cash Used In Operating Activities       (3,367,294)             -
                                                    ------------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Cash acquired in acquisition                             169              -
   Purchase of property and equipment                   (18,912)             -
                                                    ------------   ------------
         Net Cash Used In Investing Activities          (18,743)             -
                                                    ------------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from stock issuance                       3,207,728              -
   Proceeds from officer loan                           181,068              -
                                                    ------------   ------------
         Net Cash Provided by Financing Activities    3,388,796              -
                                                    ------------   ------------

NET INCREASE IN CASH                                      2,759              -

CASH - BEGINNING OF PERIOD                                    0              -
                                                    ------------   ------------

CASH - END OF PERIOD                                $     2,759    $         -
--------------------                                ============   ============

         The accompanying notes are an integral part of these statements

                                       5
<PAGE>

                           37 POINT 9 AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30. 2001
                                   (UNAUDITED)


NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
------  -----------------------------------------------------------

         The accompanying unaudited financial statements have been prepared in
         accordance with accounting principles generally accepted in the United
         States of America and the rules and regulations of the Securities and
         Exchange Commission for interim financial information. Accordingly,
         they do not include all the information necessary for a comprehensive
         presentation of financial position and results of operations.

         It is management's opinion, however that all material adjustments
         (consisting of normal recurring adjustments) have been made which are
         necessary for a fair financial statements presentation. The results for
         the interim period are not necessarily indicative of the results to be
         expected for the year.

         On June 30, 2001, under a Merger Agreement and Plan of Reorganization,
         Cerno Holdings, Ltd. and its wholly-owned Subsidiary (Acquagiene
         Products Unlimited) ("Cerno"), an inactive Nevada Corporation acquired
         35,000,000 shares of 37 Point 9's (The Company) common stock
         representing approximately 54% of the Company's outstanding common
         stock after the merger transaction. In exchange for issuing these
         shares, the Company purchased 100% of the assets of Cerno and Cerno
         assumed certain of the Company's current liabilities totaling $35,345.
         As a result, the Company treated the merger as a reorganization and
         recapitalization for accounting purposes and as an acquisition by
         Cerno. Accordingly, the financial statements include the following:

         (1)      The balance sheet consists of the assets of the Company and
                  Cerno at historical cost.

         (2)      The statement of operations includes the operations of Cerno
                  for the periods presented

          For further information, refer to the consolidated financial
          statements and footnotes included in the company's Form 10KSB for the
          year ended December 31, 2000.

NOTE 2   MARKETABLE SECURITIES
------   ---------------------

         The Company's marketable securities, purchased principally for the
         purpose of selling them in the near future, as defined under SFAS 115,
         are comprised of equity securities, all classified as
         available-for-sale securities, which are reported at their fair value
         based upon the quoted market prices of those investments at September
         30, 2001, with unrealized losses reported as other comprehensive loss
         in a separate component of stockholders' equity until they are sold.
         Any realized gains or losses are included in net earnings at the time
         of sale.

NOTE 3   EMPLOYEE ADVANCES
------   -----------------

         During the nine months ended September 30, 2001, the company advanced
         $2,500 to the president of Acquagiene Products Unlimited. The advance
         is non-interest bearing and payable on demand.

NOTE 4   LOAN PAYABLE - OFFICER
------   ----------------------

         During the nine months ended September 30, 2001, the Company received
         $204,589 in operating funds from an officer. The loan is non-interest
         bearing, unsecured and payable on demand.

                                       6


<PAGE>

NOTE 5   STOCKHOLDERS' DEFICIENCY
------   ------------------------

         On August 31, 2001, the Company issued 35,000,000 shares of common
         stock to a consultant having a fair value of $1,050,000.

         On August 27, 2001, the Company issued 5,000,000 shares of common stock
         to a consultant. Under the terms of the agreement, the services are to
         be performed over a period of six months terminating on February 27,
         2002. The fair market value of the stock issued was $140,000 based on
         the closing price of the Company's common stock at the date of grant.
         As of September 30, 2001, the Company has expensed $23,334 and has
         deferred consulting fees of $116,666.

         On August 24, 2001, the Company issued 250,000 shares of common stock
         for legal services rendered. The fair value of the stock was $6,500
         which is based on the closing price of the Company's common stock at
         the date of grant.

         On August 24, 2001, the Company issued 50,000 shares of common stock
         for legal services rendered. The fair value of the stock was $1,300
         which is based on the closing price of the Company's common stock at
         the date of grant.

         On August 11, 2001, the Company issued 10,250,000 shares of common
         stock to a consultant having a fair value of $615,000 based on the
         closing price of the Company's common stock at the date of grant.

         On August 1, 2001, the Company issued 2,000,000 shares of common stock
         to a consultant having a fair value of $110,000 based on the closing
         price of the Company's common stock at the date of grant.

         On August 1, 2001, the Company issued 6,900,000 shares of common stock
         for consulting services. Under the terms of the
         agreement, the services are to be performed over a period of three
         months terminating on October 31, 2001. The fair market value of the
         stock issued was $379,500 based on the closing price of the Company's
         common stock at the date of grant. As of September 30, 2001, the
         Company had expensed $253,000 and has deferred consulting fees of
         $126,500.

         During July 2001, the Company issued 25,000 shares of common stock to a
         consultant having a fair value of $1,250 based on the closing price of
         the Company's common stock at the date of issuance.

         On July 30, 2001, the Company issued 2,500,000 shares of common stock
         to a director. The fair value of this compensation was $160,000 based
         on the closing price of the Company's common stock at the date of
         grant.

         On July 15, 2001, the Company issued 1,950,000 shares of common stock
         to a consultant having a fair value of $136,500 based on the closing
         price of the Company's common stock at the date of grant.

         On July 10, 2001, the Company issued 13,600,000 shares of common stock
         as a one time hiring bonus to certain officers and directors. The fair
         value of this compensation was $816,000 based on the closing price of
         the Company's common stock at the date of grant.

         On July 10, 2001, the Company issued 650,000 shares of common stock for
         consulting services to be rendered for the period July 1, 2001 through
         September 30, 2001. The fair value of these consulting services was
         $39,000 based on the closing price of the Company's common stock at the
         date of grant.

         On June 11, 2001, the Company issued 3,800,000 shares of common stock
         to consultants having a fair value of $190,000 based on the closing
         price of the Company's common stock at the date of grant. These shares
         were registered on Form S-8 of the Securities Act of 1933.

         On June 11, 2001, the Company issued 1,200,000 shares of common stock
         to officers and directors as compensation having a fair value of
         $60,000 based on the closing price of the Company's common stock at the
         date of grant. These shares were registered on Form S-8 of the
         Securities Act of 1933.

                                       7
<PAGE>

NOTE 6   GOING CONCERN
------   -------------

         As reflected in the accompanying financial statements, the Company has
         a working capital deficiency of $581,672 stockholders' deficiency of
         $572,663 accumulated losses from operation of $3,767,489 and net cash
         used in operations of $3,367,294. The ability of the Company to
         continue as a going concern is dependent on the Company's ability to
         raise additional funds and implement its business plan. The financial
         statements do not include any adjustments that might be necessary if
         the Company is unable to continue as a going concern.

NOTE 7   SUBSEQUENT EVENTS
------   -----------------

A)       On October 12, 2001 the Company issued the following shares as payment
         for services rendered during the three months ended September 30, 2001:

         i.       3,625,000 shares having a fair value of $89,250 based on the
                  closing price of the Company's common stock at the date of
                  grant. As of September 30, 2001, the Company expensed $84,000
                  and has deferred consulting fees of $5,250.

         ii.      4,000,000 shares of common stock to two corporate officers as
                  compensation for employment. Under the terms of the agreement,
                  the services are to be performed over a period of twelve
                  months commencing on August 1, 2001 and terminating on August
                  1, 2002. Additionally, 2,500,000 shares were issued to a
                  director. The fair market value of the stock issued was
                  $277,500 based on the closing price of the Company's common
                  stock at the date of grant. As of September 30, 2001, the
                  Company has expensed $94,167 and has deferred compensation of
                  $183,333.

         iii.     1,000,000 shares of common stock for accounting services
                  having a fair value of $23,000 based on the closing price of
                  the Company's common stock at the date of grant.

         iv.      1,050,000 shares of common stock for legal services having a
                  fair value of $24,150 based on the closing price of the
                  Company's common stock at the date of grant.

B)       On October 12, 2001 the Company issued the following shares as payment
         for services to be rendered subsequent to September 30, 2001:

         i.       12,400,000 shares of common stock as a one-time bonus to a
                  director having a fair value of $285,200.

         ii.      11,000,000 shares of common stock for consulting services.
                  Under the terms of the agreement, the services are to be
                  performed over a period of thirty-six months commencing on
                  October 12, 2001 and terminating on October 12, 2004. The fair
                  market value of the stock issued was $253,000 based on the
                  closing price of the Company's common stock at the date of
                  grant.

         iii.     10,000,000 shares of common stock for consulting services.
                  Under the terms of the agreement, the services are to be
                  performed over a period of twelve months commencing on October
                  12, 2001 and terminating on October 12, 2002. The fair market
                  value of the stock issued was $230,000 based on the closing
                  price of the Company's common stock at the date of grant.

         iv.      2,000,000 shares of common stock for consulting services.
                  Under the terms of the agreement, the services are to be
                  performed over a period of three months commencing on October
                  12, 2001 and terminating on January 12, 2002. The fair market
                  value of the stock issued was $46,000 based on the closing
                  price of the Company's common stock at the date of grant.

C)       A lawsuit was filed in Superior Court for the State of California,
         County of Los Angeles, on November 16, 2001, which included the Company
         and other defendants. The Plaintiffs claim that they are due
         compensation for services rendered pursuant to contract. The Company
         cannot evaluate the claims until such time as it has been properly
         served.

                                       8


<PAGE>

Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

The following information should be read in conjunction with the following
documents: (1) the interim financial statements and the notes included in this
Quarterly Report.

Forward-looking Statements

         In addition to the historical information contained herein, this Form
10-QSB contains forward-looking statements within the meaning of the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are subject to risks and uncertainties,
including risks and uncertainties set forth in this Form 10-QSB that may cause
actual results to differ materially. These forward-looking statements speak only
as of the date hereof. The Company disclaims any intent or obligation to update
these forward-looking statements.

RECENT EVENTS

         On June 19, 2001, the Company entered into a written agreement whereby
the Company purchased all of the assets and liabilities of Cerno Holdings, Ltd.,
a privately held Nevada Corporation. Those assets included exclusive licenses to
use various trademarks, patents, trade secrets, research and development, and
other intellectual property related to the design, manufacture and marketing of
a bidet unit and other hygienic products. Cerno also possessed assignable
contracts for the marketing and sale of the bidet product, as well as tooling
and manufacturing facilities in which to manufacture it. Acquagiene Products
Unlimited, Inc. and Magna IV, Ltd., both closely held private Nevada
Corporations, granted the exclusive licenses to Cerno Holdings, Ltd.

         The written agreement between the Company and Cerno Holdings, Ltd.
closed on July 15, 2001, after Cerno produced documentation, satisfactory to the
Company's board of directors, that it indeed owned certain marketable title to
the various items of intellectual property, patents, trademarks, research and
development, assignable contracts, tooling, and manufacturing facilities,
related to the production of the bidet and various other hygienic products that
were in research and development at the time of the acquisition by the Company.

         On August 7, 2001, the Company acquired the tooling necessary to begin
production of the bidet. That tooling was delivered to the Company on August 23,
2001. Coincidentally, the Company began work on marketing through its internet
web site: www.ub-hygiene.com, and in the print media.

         On October 2, 2001, the Company announced that its wholly owned
subsidiary, Cerno Holdings, Ltd., finalized a patent application for a product
named "Surface Shield." The product is an anti-microbiological disinfectant that
exterminates a variety of germs, viruses, bacteria, and fungi when applied to
various types of surfaces for varying lengths of time. The product is still in
research and development.

         The Company has been actively looking for funding sources that would
enable it to begin production of the bidet product and to further the research
and development efforts on other hygienic products.

         The Company's efforts led to the announcement, on October 17, 2001,
that it had reached an agreement with the Goulding Trust of Northbrook,
Illinois, to secure financing in the amount of five hundred thousand dollars
($500,000.00). However, on October 24, 2001, the Goulding Trust rescinded its
offer of financing to the Company.

         On October 31, 2001, the Company received a five million dollar
($5,000,000) funding commitment via Structured Equity Funding Line Financing
from Alpha Venture Capital, Inc. (Alpha Funds). The commitment is for one year
with an automatic extension of 12 months. The terms of the agreement provide
that The Alpha Funds be required to purchase from 37Point9 through a Regulation
D Common Stock Private Equity Line up to $5,000,000 of its common stock.

RESULTS OF OPERATIONS

         The Company lost $3,639,235 in the three months ended September 30,
2001.

                                       9


<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         The Company's operating activities used cash of $3,367,294 for the nine
months ended September 30, 2001. The issuance of stock for the same time frame
resulted in Cash in the amount of $3,207,728.

         The Company's current operations are cash flow negative and as of
September 30, 2001, the Company had a negative working capital $661,134.



Part II  Other Information

Item 1.  Legal Proceedings

         A lawsuit was filed in Superior Court for the State of California,
County of Los Angeles, on November 16, 2001, which included the Company and
other defendants. The Plaintiffs claim that they are due compensation for
services rendered pursuant to contract. The Company cannot evaluate the claims
until such time as it has been properly served.


Item 2.  Changes in Securities

         On August 30, 2001, the company filed a document with the Nevada
Secretary of State increasing the number of common shares, with a par value of
$0.001, from 99,000,000 to 400,000,000, and the preferred class of common stock
from 1,000,000 to 50,000,000.

         During the three months ended September 30, 2001, the Company issued
113,150,000 shares of Common Stock. Of that amount, 48,000,000 shares were
issued to officers and directors as compensation in lieu of salary. An
additional 65,150,000 shares were issued as payment of contractual obligations
for services rendered or to be rendered by contractors and consultants.

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Submission of Matters to a Vote of Security Holders

None.

Item 5.  Other Information.

None.

Item 6.  Exhibits and Reports on Form 8-K.

         On August 8, 2001, the Company filed a current report on Form 8-K with
the Securities and Exchange Commission reporting, under Item 5: Other Events and
Regulation FD Disclosure, that On July 31, 2001, Charles Kallmann resigned as a
member of the registrant's board of directors; Ronald Carnago was selected Chief
Financial Officer of the registrant; and, Michael Brette was elected to the
Board of Directors, and voted Chairman.

         On November 1, 2001 the Company filed a current report on Form 8-K with
the Securities and Exchange Commission reporting, under Item 5: Other Events and
Regulations FD Disclosure, that the Company had changed its principal address to
11665 Avena Place, Ste. 209, San Diego, California, 92128; that on August 30,
2001, the company increased the number of common shares, with a par value of
$0.001, from 99,000,000 to 400,000,000, and the preferred class of common stock
from1,000,000 to 5,000,000 shares Reporting under Item 6 Resignation of
Registrant's Directors, that by letter dated October 11, 2001, director Michael
Brette resigned. On October 11, 2001, Charles Kallmann was nominated and elected
to membership on the board of directors.

                                       10


<PAGE>

                                   SIGNATURES


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

Dated: November 19, 2001

37Point9


/s/ Ronald Carnago
--------------------------------------------
Ronald Carnago
Chief Financial Officer
(Principal Financial and Accounting Officer)


                                       11