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 June 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)

                          27349 Jefferson Ave. Ste 200
                                 Temecula, CA 92590
                    (Address of principal executive offices)

                                 (909) 296-9945
                           (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 June 30,  2001,  64,759,973  shares  of  Common  Stock  and no shares of
Preferred Stock were outstanding.

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


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<PAGE>

                                    37Point9

                                   Form 10-QSB

                                TABLE OF CONTENTS

                                                          Page
                                                         Number
Part I    Financial Information

          Item 1     Financial Statements                   3

                     Consolidated Balance Sheet as of
                     June 30, 2001                          3

                     Consolidated Statements of Operations
                     for the three months ended June 30,
                     2001 and 2000 (unaudited)              4

                     Consolidated Statements of Cash Flows
                     for the six months ended June 30,
                     2001 and 2000 (unaudited)              5

                     Notes to Consolidated Financial
                     Statements                             6

          Item 2     Management's Discussion and Analysis
                     or Plan of Operation                   8

Part II   Other Information                                 9

          Item 1     Legal Proceedings                      9
          Item 2     Changes in Securities and Use of
                     Proceeds                               9
          Item 3     Defaults upon Senior Securities        9
          Item 4     Submission of Matters to a Vote of
                     Security Holders                       9
          Item 5     Other Information                      9
          Item 6     Exhibits and Reports on Form 8-K       9

Signatures                                                  11


                                        2
<PAGE>

                                    37Point9
                           CONSOLIDATED BALANCE SHEET
                                 June 30, 2001
                                   (Unaudited)

                     ASSETS

Current assets
  Cash and cash equivalents                    $      3,757
  Accounts receivable                                 5,726
                                                -----------

       Total current assets                           9,483
                                                -----------

PROPERTY AND EQUIPMENT - NET                         81,268
                                                -----------

OTHER ASSETS
  Investments                                        11,250
  Other assets                                          500
                                                -----------

       Total other assets                            11,750
                                                -----------

TOTAL ASSETS                                   $    102,501
------------                                   ============

            LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities
    Deferred revenue                           $      5,625
    Accounts payable and accrued liabilities         97,186
    Loans payable - officer                         117,857
                                                -----------

       Total current liabilities                    220,668
                                                -----------

STOCKHOLDERS' DEFICIENCY
  Preferred Stock, $0.10 par value,
     1,000,000 shares authorized,
     none issued or outstanding                           -
  Common Stock, $.001 par value -
     99,000,000 shares authorized;
     64,759,973 shares issued
     and outstanding                                 64,760
  Additional paid-in capital                         67,687
  Accumulated deficit                              (136,255)
                                                -----------
                                                     (3,808)

  Less: Stock issued for future services           (114,359)
                                                -----------
       Total Stockholders' Deficiency              (118,167)
                                                -----------


 TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $   102,501
 ---------------------------------------------- ===========





   See accompanying notes to consolidated financial statements.

                                     3
<PAGE>


                                    37Point9
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                          Three Months Ended
                                               June 30
                                    ----------------------------
                                          2001          2000
                                          ----          ----

REVENUES                            $          -    $          -

OPERATING EXPENSES
  Professional fees                       42,980               -
  Other general and administrative        30,576               -
  Amortization                             3,000               -
                                    ------------    ------------
     Total Operating Expenses             76,556               -

LOSS FROM OPERATIONS                     (76,556)              -
                                    ------------    ------------

NET LOSS                           $     (76,556)   $          -
                                    ============    ============

Weighted average shares outstanding   60,284,835               -
                                    ============    ============




                                    37Point9
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                          Six Months Ended
                                               June 30
                                    ----------------------------
                                          2001          2000
                                          ----          ----

REVENUES                            $          -    $          -

OPERATING EXPENSES
  Professional fees                       80,486               -
  Other general and administrative        52,769               -
  Amortization                             3,000               -
                                    ------------    ------------
     Total Operating Expenses            136,255               -

LOSS FROM OPERATIONS                    (136,255)              -
                                    ------------    ------------

NET LOSS                           $    (136,255)   $          -
                                    ============    ============

Weighted average shares outstanding   60,059,973               -
                                    ============    ============



          See accompanying notes to consolidated financial statements.

                                         4
<PAGE>

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

                                              Six Months Ended
                                                 June 30
                                      ----------------------------
                                                 2001          2000
                                            ----          ----

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (Loss) Income                    ($    136,255)    $         -
  Adjustments to reconcile net(loss)
  to net cash used (used in)by
  Changes in operating assets and
  Liabilities:
    Increases in:
      Accounts payable and accrued
      expenses                                 60,851               -
                                          ------------    ------------
      Net cash used in operating
      activities                              (75,404)              -
                                          ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Cash acquired in acquisition                    169               -
  Purchase of property & equipment            (15,459)              -
                                          ------------    ------------
    Net cash used in investing
      activities                              (15,290)              -
                                          ------------    ------------

Cash flows from financing
activities:
  Proceeds from stock issuance                     95               -
  Proceeds from officer loan                   94,356               -

                                          ------------    ------------
    Net cash provided by
    financing activities                       94,451               -
                                          ------------    ------------

NET INCREASE IN CASH                            3,757               -

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

CASH-END OF PERIOD                           $  3,757    $          -
                                           ============    ============





         See accompanying notes to consolidated financial statements.

                                       5

<PAGE>

                           37POINT9 AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF JUNE 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.

NOTE 2  LOAN PAYABLE -OFFICER

         During the six months ended June 30, 2001, the Company received
         $117,857 in operating funds from an officer. The loan is non-interest
         bearing, unsecured and payable on demand.

NOTE 3  STOCKHOLDERS' DEFICIENCY

         On June 11, 2001, the Company issued 3,800,000 shares of common stock
         to consultants having a fair va1ue 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.



                                       6

<PAGE>

                          37POINT9 AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF JUNE 30, 2001
                                 (UNAUDITED)


         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.

NOTE 4   GOING CONCERN

         As reflected in the accompanying financial statements, the Company
         has a working capital deficiency of $211,185, stockholders'
         deficiency of $118,167, net loss from operations of $136,255 and net
         cash used in operations of $75,404. 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 5   SUBSEQUENT EVENTS

         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 $1,088,000 based on the
         closing price of the Company's common stock at the date of the grant.

         On July 10, 2001, the Company issued 650,000 shares of common stock
         for consulting services to be rendered for the period of 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.




                                       7

<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 11, 2001, the Company began negotiations with Cerno Holdings,
Ltd., a privately held Nevada corporation (hereafter referred to as "Cerno"),
with the intent to determine whether, and on what terms, Cerno's assets could
be acquired by the Company. The specific assets consisted of intellectual
property owned by Cerno, under an exclusive license from Acquagiene Products
Unlimited, Inc. (hereafter referred to as "Acquagiene"), a privately held
Nevada Corporation, and wholly owned subsidiary of Cerno. Specifically, the
intellectual property consisted of patents, trademarks and trade secrets
related to the design, manufacture and production of a bidet unit. Also, Cerno
produced assignable contracts for the marketing and sale of the bidet product,
and for facilities and tooling to manufacture it. Aside from the foregoing
assets, Cerno provided to the Company financial statements detailing its
present outstanding obligations.

     The negotiations with representatives of Cerno culminated in the
Company's Board of Directors electing to move forward with the acquisition. On
June 19, 2001, the parties executed a written agreement whereby the Company
purchased all of the assets of Cerno and Acquagiene and the relief of certain
of its current liabilities, totaling $35,345, in exchange for thirty five
million shares of the Company's common stock bearing a restrictive legend
under Rule 144 of the Securities and Exchange Act of 1933. The subject thirty
five million shares amounts to approximately 54% of the outstanding voting
securities of the Company after the transaction was consummated.

     The written agreement between Cerno and the Company closed on June 30,
2001, effective upon Cerno's delivery to the Company of exhibits detailing the
intellectual property to be acquired by the Company. On July 15, 2001, Cerno
tendered these exhibits  to the Company's Board of Directors, who, after duly
reviewing same, approved them, thus effectively closing the purchase.
Thereafter, Cerno assigned to the Company all of its assets, and the Company
issued to Cerno the restricted shares given as consideration under the
purchase and sale agreement.

     On August 7, 2001, the Company acquired tooling necessary to begin
production of the bidet product it acquired from Cerno, and plans to commence
production on or about September 1, 2001.

     Since the acquiring  Cerno's assets, the Company has been engaged in a
preliminary evaluation of Cerno's research and development efforts in hygienic
products prior to the time the Company purchased them. The Company is
committed to continue this research and development in the next quarter.

     On June 29, 2001, the Company formally terminated negotiations with
NeoNet Marketing Group, LLC with whom the Company signed a letter of intent to
merge on April 11, 2001.

                                      8

<PAGE>


     The Company does not expect any significant changes in the number of its
employees as a result of the Cerno acquisition, or the Company's continued
preliminary evaluation of its newly acquired research and development in
hygienic products.

RESULTS OF OPERATIONS

     The following discusses the results of operations for the "consolidated
companies": 37Point9, Cerno, and Acquagiene. All results of operations
reflect those of Cerno (the accounting acquiror) for the three and six month
periods ended June 30, 2001.

     As a result of the recapitalization, the Company had no revenues for the
three months ended June 30, 2001.

     The Company's loss from operations for the three and six months ended
June 30, 2001 was $76,556 and $136,255, respectively.

LIQUIDITY AND CAPITAL RESOURCES

     The Company used net cash of $75,404 in operating activities for the
six months ended June 30, 2001.

     The Company's current operations as of June 30, 2001, reflect a working
capital deficit of $211,185.

Part II.  Other Information
          -----------------

Item 1.   Legal Proceedings
          -----------------
                 None.

Item 2.   Changes in Securities
          ---------------------

     During the three months ended June 30, 2001 the Company  issued
5,000,000 shares of common stock; of that amount, 1,200,000 shares were
issued to officers and Directors as  compensation in lieu of salary having
a fair value of $60,000.  An additional 3,800,000 were issued as payment of
contractual  obligations  for  services rendered or to be rendered  by
contractor/consultants, having a fair value of $190,000; of  those  shares
issued  for  services, 1,800,000 are for services rendered to the Company
over the previous six month period. The remaining 2,000,000 shares were
issued for both current and future consulting services.

Item 3.   Defaults Upon Senior Securities
          -------------------------------
                 None.

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

                 None.

Item 5.   Other Information
          -----------------
                 None.



                                      9
<PAGE>

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

          (a)  Exhibits

                None

(b)  Reports on Form 8-K

(b)(1) July 30, 2001 Form 8-K

     On July 30, 2001 the  Company  filed a current report on Form

8-K with the Securities and Exchange  Commission  reporting under Item 1 that:
(1) On June 11, 2001, the Company and Cerno opened informal negotiations
regarding the Company's possible purchase of Cerno's assets; (2) On June 19,
2001, the parties executed a written agreement whereby the Company purchased
all of the assets of Cerno in exchange for thirty five million shares of the
Company's common stock bearing a restrictive legend under Rule 144 of the
Securities Act of 1933. The subject thirty five million shares amounts to
approximately 54.1% of the outstanding voting securities of the Company after
the closing of the transaction; (3) That the purchase and sale transaction
closed on July 15, 2001; (4) That on June 13, 2001, John Rolls was nominated
and voted in as a Director and Secretary of the Board of Directors and Andrew
Austin resigned as a member of the Board of Directors; (5) On June 30, 2001,
Director Ray Warren resigned as a member of the Board of Directors. Charles
Kallmann was voted in as Director and Chairman of the Board of Directors, and
Director Tom Warren resigned as a member of the Board of Directors, and (6)
On July 6, 2001 Douglas Brown was elected a Director and President of the
Company.

     Reporting under item 2, the Company  reported that: (1) On or about
June 11, 2001, the Company entered into preliminary negotiations to acquire
the assets of Cerno; (2) On June 19, 2001, the Company and Cerno entered into
a written agreement whereby the Company would purchase all of the assets of
Cerno in exchange for the payment of thirty five million shares of restricted
securities in the Company; (3) The purchase agreement contained a number of
conditions precedent to the closure including the unanimous consents of each
party's board of directors, and the delivery, satisfactory to the Company's
Board of Directors, of exhibits from Cerno describing the exact assets to be
transferred to the company via the purchase agreement.

     (4) On July 15, 2001, Cerno Holdings, Ltd. produced the necessary
informational exhibits to the Company which listed and described the assets
and liabilities of Cerno that would be transferred to the Company as
consideration for the pending purchase agreement; and (5) Thereafter, on July
15, 2001, and after review of the information provided by Cerno to the
Company's Board of Directors, the Company's Board of Directors voted in favor
of completion of the purchase of the Cerno assets, and the issuance of thirty
five million restricted shares of stock to Cerno in consideration therefore,
and to any take action to close the transaction.

     Reporting under item 5, the Company reported that (1) As of July 15,
2001, the Company changed its principal address to 27349 Jefferson Avenue,
Ste. 200, Temecula, CA 92590; and, (2) By letter dated June 22, 2001, the
Company notified NeoNet Marketing Group of its intent to rescind the previous
letter of intent executed on April 11, 2001.

     (b)(2) August 8, 2001 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 that:
(1) On July 31, 2001, Charles Kallmann resigned as a member of the
registrant's board of directors; (2) Ronald Carnago was selected Chief
Financial Officer of the Company; and (3) Michael Brette was elected to the
Board of Directors, and voted Chairman.






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<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:   August 20, 2001

37Point9



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


















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