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 March 31, 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)

                          2950 E. Flamingo Rd., Suite F
                               Las Vegas, NV 89121
                    (Address of principal executive offices)

                                 (702) 214-8440
                           (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 March  31,  2001,  24,759,973  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
                     March 31, 2001                         3

                     Consolidated Statements of Operations
                     for the three months ended March 31,
                     2001 and 2000                          4

                     Consolidated Statements of Cash Flows
                     for the three months ended March 31,
                     2001 and 2000                          5

                     Notes to Consolidated Financial
                     Statements                             6

          Item 2     Management's Discussion and Analysis
                     or Plan of Operation                   7

Part II   Other Information                                 8

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

Signatures                                                  9







                                        2

<PAGE>

                                    37Point9
                           CONSOLIDATED BALANCE SHEET
                                 March 31, 2001
                                   (Unaudited)

                     ASSETS

Current assets
  Cash and cash equivalents                    $        205
  Accounts receivable                                   323
  Other receivables                                   5,403
                                               ------------
       Total current assets                           5,931

Fixed Assets
  Property and equipment, net                        10,034
  Capitalized costs, net                             58,870
                                               ------------
       Total fixed assets                            68,904

Other assets
  Investments                                        20,000
  Prepaid Services                                  386,333
  Other assets                                          500
                                               ------------
       Total other assets                           406,833

       Total assets                            $    481,668
                                               ============

            LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
  Accounts payable and accrued liabilities     $     18,369
  Deferred revenue                                   14,320
  Due to shareholders                                24,758
  Other payables                                         25
                                               ------------
       Total current liabilities                     57,472

Stockholders' equity
  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;
     24,759,973 shares issued
     and outstanding                                 24,760
  Paid-in capital                                 1,255,679
  Accumulated deficit                              (856,243)
                                               ------------
       Total stockholders' equity                   424,196
                                               ------------

       Total liabilities and stockholders'
       equity                                  $    481,668
                                               ============


          The accompanying notes are an integral part of this statement
                                        3


<PAGE>

                                    37Point9
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                          Three Months Ended
                                               March 31
                                    ----------------------------
                                          2001          2000
                                          ----          ----

Income                              $      5,288    $          -
Expenses
  General and administrative             248,601          23,573
  Professional fees                       27,900               -
                                    ------------    ------------
     Total Expenses                      276,501          23,573

Net Loss                               ($271,213)       ($23,573)
                                    ============    ============

Basic and diluted net loss per
  common share                      $      (0.01)   $      (0.01)
                                    ------------    ------------

Weighted average shares outstanding   24,313,029       5,862,340
                                    ============    ============










        The accompanying notes are an integral part of these statements
                                        4


<PAGE>

                                    37Point9
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                          Three Months Ended
                                               March 31
                                    ----------------------------
                                          2001          2000
                                          ----          ----

Cash flows from operating
activities:
  Net Loss                         ($    271,163)  ($     23,573)
  Adjustments to reconcile net
    loss to net cash used by
    operating activities:
  Depreciation & amortization              3,095
  Stock issued for services              638,150
  Decrease (increase) in accounts
    receivable                              (323)
  Decrease (increase) in other
    assets                                (5,792)          3,055
  Prepaid services                      (386,333)
  Accounts payable and other
    liabilities                            2,660          17,403
  Deferred revenues                        1,250
                                    ------------    ------------
    Net cash used in operating
      activities                         (18,456)         (3,115)
                                    ------------    ------------

Cash flows from investing
activities:
  Advances from shareholders              14,854               -
                                    ------------    ------------
    Net cash used in investing
      activities                          14,854               -
                                    ------------    ------------

Cash flows from financing
activities:
  Proceeds from issuance of common
    stock                                  2,500           3,840
                                    ------------    ------------
    Net cash provided by (used in)
      financing activities                 2,500           3,840
                                    ------------    ------------

    Net increase (decrease) in cash
      and cash equivalents                (1,102)            725

Cash and cash equivalents,
 beginning of period                       1,307           1,633
                                    ------------    ------------

Cash and cash equivalents,
 end of period                      $        205    $      2,358
                                    ============    ============

Supplemental disclosure of cash flow information:
       The Company had non-cash stock transactions in
       the amount of $638,150 as payment of executive
       compensation and consulting services in the
       three months ended March 31, 2001.


         The accompanying notes are an integral part of these statements
                                        5

<PAGE>

                                    37Point9
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

The accompanying unaudited financial statements have been prepared in accordance
with United States generally  accepted  accounting  principles 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.

For  further  information,  refer  to the  financial  statements  and  footnotes
included in the Company's Form 10-KSB for the year ended December 31, 2000 filed
on April 16, 2001.

NOTE 2   COMMON STOCK

The Company  issued  2,825,000  shares of Common  Stock in the First  Quarter of
which 25,000 shares was for cash of $2,500 in a private transaction.  There were
several  contracts  for  services  with  new  outside  consultants.   Six  month
consulting  contracts  for the purpose of assisting  the Company with its merger
and  acquisition  plans were  entered  into for an  aggregate  consideration  of
1,000,000  shares of Common Stock. An additional  contract was entered into with
the Pacifica Financial Group for financial  consulting services in the amount of
500,000  shares for 12 months.  These  contracts were signed on January 22, 2001
and were valued at 37Point9's  closing stock price of 31.2 cents per share.  Two
months  worth of costs  were  allocated  to the first  quarter  with the rest to
prepaid services.  Additional  contracts were signed for services on January 16,
2001 for 6 month terms  through the issuance of 250,000  shares of Common Stock.
These were  valued at $0.29 a share  based on the  stock's  closing  price of 29
cents on January 16, 2001. The other 1,050,000 shares issued had a grant date of
January  3,  2001,  the day the  Board  of  Directors  met and  approved  of the
issuance.  These shares were issued as compensation to Executives of the Company
and independent  contractors/consultants  for services in the first quarter. The
shares  were  valued  at 9.3 cents per  share  which  was the  closing  price of
37Point9's stock on January 3, 2001. The above  activities  resulted in $386,333
of prepaid services on the balance sheet.

NOTE 3   GOING CONCERN

As  reflected  in  the  accompanying  financial  statements,   the  Company  has
accumulated  losses of $856,243 since inception and a working capital deficiency
of  $51,541.  The  ability of the  Company to  continues  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 4   SUBSEQUENT EVENT

On April  12,  2001 the  Company  filed a  current  report  on Form 8-K with the
Securities and Exchange Commission reporting that the Company had entered into a
letter of intent to merge with Neo Net Marketing  Group,  LLC and had received a
letter of commitment from Corporate Development Strategies,  Inc. for funding in
the event the merger with Neo Net Marketing Group, LLC is consummated.




                                        6
<PAGE>

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

RECENT EVENTS
-------------

     The following  information  should be read in conjunction  with the interim
financial  statements  and the notes thereto  included in Part 1, Item 1 of this
Quarterly Report and the financial statements and notes thereto contained in the
Company's Form 10KSB for the year ended December 31, 2000. The Company's Plan of
Operation has not materially changed from that filing.

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.

RESULTS OF OPERATIONS
---------------------

Three months ended March 31, 2001
as compared to three months ended March 31, 2000

     The  Company had $5,288 in revenues  for the three  months  ended March 31,
2001.  This  represents  a change  from the prior  period as the  Company had no
active  operations  creating  revenues during the first three quarters of fiscal
year 2000. The Company's loss from  operations has shown an increase to $271,213
for the three  months  ended March 31,  2001,  from $24,073 for the three months
ended March 31, 2000.  This  increase is primarily  the result the Company's new
operations of its Internet  related business  activities.  The primary driver of
the  increase in the loss was due to contracts  for  services  entered into with
various entities and individuals for services amounting to $225,917. The Company
is trying to develop additional lines of businesses through  acquisition and the
bulk of these  service  expenses  are for  professional  assistance  in  finding
additional  lines of  businesses  to acquire.  As of the date of this report the
Company has not acquired any additional lines of business.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

     The  Company's  operating  activities  used cash of  $18,456  for the three
months  ended  March 31, 2001 as compared to a use of $3,115 for the same period
in 2000. The financing  activities  during the three months ended March 31, 2001
consisted  of $2,500  for  stock  issued  by the  Company  for cash in a private
transaction and $14,854 in loans to the Company from shareholders.

     The Company's current operations are cash flow negative and as of March 31,
2001 the  Company  had  negative  working  capital of  $51,541.  The  Company is
actively engaged in seeking out additional equity funding. However, there can be
no assurance  that equity  funding will be  available,  or that,  if  available,
capital can be obtained on terms favorable to the Company. If adequate funds are
not  available,  the  Company's  ability to continue as a going concern would be
impaired.




                                        7

<PAGE>

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

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


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

     During the three months ended March 31, 2000 the Company  issued  2,825,000
shares of Common Stock.  Of that amount,  300,000 shares were issued to officers
and Directors as  compensation in lieu of salary.  An additional  2,525,000 were
issued as payment of  contractual  obligations  for  services  rendered or to be
rendered  by  contractor/consultants.  Of  those  shares  issued  for  services,
1,250,000 are for services to be rendered to the Company over a six month period
and 500,000 were for a twelve month  contract for  services.  The  remainder was
issued for services rendered in the first quarter.  25,000 shares were issued in
a private placement for an aggregate consideration of $2,500.

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
          --------------------------------

          (a)  Exhibits

               None

          (b)  Reports on Form 8-K

               On January 30, 2001 the  Company  filed a current  report on Form
               8-K with the Securities and Exchange  Commission  reporting under
               Item 4 that on January  23, 2001 its Board of  Directors  changed
               from using  Russell G. Nay as its principal  independent  account
               and  appointed   Weinberg  &  Company  as  its  new   independent
               accountant. The Company further reported under Item 5 that it had
               increased  its  number  of  authorized  shares  outstanding  from
               26,000,000 to 100,000,000  and changed the name of the Company to
               37Point9 from Great Basin Water Company.

               On April 12, 2001 the Company filed a current  report on Form 8-K
               with the Securities and Exchange Commission  reporting under Item
               5 that the Company  had entered  into a letter of intent to merge
               with Neo Net  Marketing  Group,  LLC and had received a letter of
               commitment  from  Corporate  Development  Strategies,   Inc.  for
               funding in the event the merger with Neo Net Marketing Group, LLC
               were consummated.



                                        8
<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:   May 21, 2001

37Point9



/s/ Thomas R. Warren
--------------------
Thomas R. Warren
Vice President of Finance and Chief Financial Officer
(Principal Financial and Accounting Officer)













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