UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

For quarterly period ended SEPTEMBER 30, 1999    Commission File Number: 0-23123

                            NETGAIN DEVELOPMENT, INC.
        (Exact name of small business issuer as specified in its charter)

         COLORADO                                           84-0856436
(State or other jurisdiction of                             (IRS Employer
incorporation or organization)                              Identification No.)

                        152 WEST 57TH STREET, 40TH FLOOR
                               NEW YORK, NY 10019
                    (Address of principal executive offices)

The registrant's current telephone number, including area code: (212) 765-2915

                             CENTRAL OIL CORPORATION
              (Former name, former address and former fiscal year,
                         if changed since last report)

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.

   [Item - 1]   Yes [X]    No [ ]          [Item - 2]   Yes [X]   No [ ]

Indicate the number of shares outstanding of each class of the Registrant's
Common Stock.

The Registrant has only one class of Common Stock outstanding. As of October 31,
1999, there were 15,221,000 shares of the Registrant's Common Stock outstanding.

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

<PAGE>

                            NETGAIN DEVELOPMENT, INC.

                                      INDEX

PART I.           FINANCIAL INFORMATION

Item 1.           Financial Statements

                  Balance Sheet as of September 30, 1999 (unaudited)

                  Statement of Operations for the nine months ended
                  September 30, 1999 (unaudited)

                  Statement of Stockholders' Equity for the nine months ended
                  September 30, 1999 (unaudited)

                  Statement of Cash Flows for the nine months ended
                  September 30, 1999 (unaudited)

                  Notes to Financial Statements

Item 2.           Management's Discussion and Analysis of Financial
                  Condition or Plan of Operations

PART II. OTHER INFORMATION

Item 1.           Legal Proceedings

Item 2.           Changes in Securities

Item 3.           Defaults Upon Senior Securities

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

Item 5.           Other Information

Item 6.           Exhibits and Reports on Forms 8-K

SIGNATURES

<PAGE>

PART I.           FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS.

NETGAIN DEVELOPMENT, INC.

BALANCE SHEET AS OF SEPTEMBER 30, 1999 [UNAUDITED]

<TABLE>
<S>                                                                             <C>
ASSETS
CURRENT ASSETS:
   Cash                                                                         $         886,508
   Stock subscriptions receivable                                                         276,465
   Deferred taxes receivable                                                               96,800
   Other assets                                                                            61,667
                                                                                -----------------

   TOTAL CURRENT ASSETS                                                                 1,321,440
                                                                                -----------------

OTHER ASSETS:
   Investments in partner companies - cost                                              2,250,000
                                                                                -----------------
   Total other assets                                                                   2,250,000
                                                                                -----------------

         TOTAL ASSETS                                                           $       3,571,440
                                                                                =================

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
   Accounts payable                                                             $           8,367
   Accrued expenses and other liabilities                                                 140,638
                                                                                -----------------

   TOTAL CURRENT LIABILITIES                                                              149,005
                                                                                =================

COMMITMENT AND CONTINGENCIES:                                                                  --
                                                                                -----------------

STOCKHOLDERS' EQUITY:

   Preferred stock--$0.0001 par value; 5,000 shares designated;
     No shares issued and outstanding                                                           0
     Preferred stock subscription                                                       3,552,248
   Common stock--$0.0001 par value; 20,000,000 shares authorized
     12,971,000 shares issued and outstanding                                               1,297
   Capital in excess of par value                                                          35,135
   Unearned compensation                                                                   (4,560)
   Accumulated deficit                                                                   (161,685)
                                                                                ------------------

   TOTAL STOCKHOLDERS' EQUITY                                                           3,422,435
                                                                                -----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                      $       3,571,440
                                                                                =================
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.

<PAGE>

NETGAIN DEVELOPMENT, INC.

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                                       THREE MONTHS ENDED             NINE MONTHS ENDED
                                                                       SEPTEMBER 30, 1999            SEPTEMBER 30, 1999
                                                                          [UNAUDITED]                   [UNAUDITED]
<S>                                                                    <C>                         <C>
INCOME
Revenue                                                                $              --           $               --
                                                                         ---------------             ----------------

COSTS AND EXPENSES
General and administrative                                                       180,698                      242,033
                                                                         ---------------             ----------------

Loss before income taxes                                                        (180,698)                    (242,033)
Income tax benefit                                                               (96,800)                     (96,800)
                                                                         ----------------            -----------------

Net loss                                                               $         (83,898)          $         (145,233)
                                                                         ===============             ================

BASIC AND DILUTED LOSS PER SHARE                                       $          (0.01)           $            (0.01)
                                                                         ===============             =================


WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING                                 12,971,000                   11,458,179
                                                                         ===============             ================
</TABLE>

Prior to May 21,1999, the Company was in the development stage and prior year
operations are not meaningful.

See Accompanying Notes to Consolidated Financial Statements.

<PAGE>

NETGAIN DEVELOPMENT, INC.

STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 [UNAUDITED]

<TABLE>
<CAPTION>
                                                        SUBSCRIPTIONS &
                                   COMMON STOCK          CAPITAL IN                                        TOTAL
                                -------------------       EXCESS OF       UNEARNED       ACCUMULATED    STOCKHOLDERS'
                                SHARES       AMOUNT       PAR VALUE     COMPENSATION       DEFICIT         EQUITY
                                ------       ------       ---------     -------------      -------         ------
<S>                            <C>            <C>        <C>            <C>              <C>            <C>

BALANCE - DECEMBER 31,
1998                           10,021,000     $1,002     $   15,498     $     --         $ (16,452)     $       48

Common Stock Issued             2,050,000        205         13,646           --                --          13,851

Preferred Stock Subscriptions          --         --      3,552,248           --                --       3,552,248

Common Stock Issued
   on May 21, 1999 in
   payment for services           900,000         90          5,991       (6,081)               --              --

Amortization of Unearned
   Compensation                        --         --             --        1,521                --           1,521

Net Loss for the
   Nine months ended
   September 30, 1999                  --         --             --           --          (145,233)       (145,233)
                              -----------     ------     ----------     --------         ---------      ----------

BALANCE - SEPTEMBER 30,
1999                           12,971,000     $1,297     $3,587,383     $ (4,560)        $(161,685)     $3,422,435
                              ===========     ======     ==========     ========         =========      ==========
</TABLE>

See Accompanying Notes to Consolidated Financial Statements.

<PAGE>

NETGAIN DEVELOPMENT, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR NINE MONTHS ENDED SEPTEMBER 30, 1999 [UNAUDITED]

<TABLE>
<S>                                                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                         $  (145,233)
                                                      -----------

     Change in Assets and Liabilities:
       [Increase] decrease in:
         Preferred stock subscriptions receivable        (275,020)
         Common stock subscriptions receivable             (1,445)
         Deferred taxes receivable                        (96,800)
         Other current assets                             (61,667)
         Non-cash consideration for services                1,521
       Increase [decrease] in:
         Accounts payable                                   8,367
         Accrued expenses                                 140,638
                                                      -----------
     Total adjustments                                   (284,406)
                                                      -----------

NET CASH - OPERATING ACTIVITIES                          (429,639)
                                                      ===========

INVESTING ACTIVITIES
         Payments for investments                      (2,250,000)
                                                      -----------

FINANCING ACTIVITIES
         Common stock issued                               13,851
         Preferred stock subscriptions                  3,552,248
                                                      ===========
NET CASH - FINANCING ACTIVITIES                         3,566,099

NET INCREASE IN CASH                                      886,460
CASH AT BEGINNING OF PERIOD                                    48
                                                      -----------
CASH AT END OF PERIOD                                 $   886,508
                                                      ===========
</TABLE>

Prior to May 21,1999, the Company was in the development stage and prior year
operations are not meaningful.

See Accompanying Notes to Consolidated Financial Statements.

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
On May 21, 1999, coincident with the reorganization of the Company, the Company
issued 900,000 shares of Common Stock to certain directors, officers and
employees as compensation for services to be rendered during the next twelve
month period. The value associated with the issuance of these shares was $6,081.

<PAGE>


NETGAIN DEVELOPMENT, INC.
NOTES TO FINANCIAL STATEMENTS [UNAUDITED]

[1] BASIS OF PRESENTATION

The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-QSB and Regulation S-B. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. The accompanying
statements should be read in conjunction with the audited financial statements
included in the Company's 1998 Annual Report on Form 10-KSB. In the opinion of
management, all adjustments (consisting only of normal recurring accruals)
considered necessary in order to make the financial statements not misleading
have been included. Operating results for the nine months ended September 30,
1999, are not necessarily indicative of the results that may be expected for the
full calendar year ended December 31, 1999. The financial statements are
presented on the accrual basis.

[2] ORGANIZATION AND BUSINESS

Prior to May 20, 1999, the Company was in the development stage. Prior period
information is therefore not meaningful.

On May 20, 1999, a change of control of the Company occurred. Charles L. Mattis,
President, a director and the holder of approximately 8,000,000 shares of the
Company's common stock sold 7,700,000 shares of Common Stock. Pursuant to the
Mattis Agreement, Andreas Typaldos was appointed interim Chairman of the Board
and Chief Executive Officer. In addition, all of the current officers and
directors of the Company tendered their resignations to the Company. In
connection with the change in control, Mr. Typaldos appointed new management.

[3] SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

[A] 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 amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

[B] CONCENTRATIONS OF CREDIT RISK - Financial instruments which potentially
subject the Company to concentrations of credit risk are cash and accounts
receivable arising from its normal business activities. The Company routinely
assesses the financial strength of its customers, based upon factors surrounding
their credit risk, establishes an allowance for uncollectible accounts, and as a
consequence, believes that its accounts receivable credit risk exposure beyond
such allowances is limited. The Company places its cash with high credit quality
financial institutions. The amount on deposit in any one institution that
exceeds federally insured limits is subject to credit risk. The Company had
$775,204 as of September 30, 1999, with financial institutions subject to credit
risk beyond the insured amount. The Company has not experienced any losses in
such accounts. The Company does not require collateral or other security to
support financial instruments subject to credit risk.

<PAGE>

NETGAIN DEVELOPMENT, INC.
NOTES TO FINANCIAL STATEMENTS, SHEET #2 [UNAUDITED]

[3] SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [CONTINUED]

[C] [INCOME TAXES - Income taxes are provided based upon the provisions of
Statement of Financial Accounting Standards ["SFAS"] No. 109, "Accounting for
Income Taxes," which requires recognition of deferred tax liabilities and assets
for the expected future tax consequences of events that have been included in
the financial statements or tax returns. Under this method, deferred tax
liabilities and assets are determined based on the difference between the
financial statement and tax bases of assets and liabilities using enacted tax
rates in effect for the year in which the differences are expected to reverse.

[D] CASH AND CASH EQUIVALENTS - The Company considers certain highly liquid
investments with a maturity of three months or less when purchased to be cash
equivalents. The Company has no cash equivalents at September 30, 1999.

[E] BASIC AND DILUTED LOSS PER COMMON SHARE - The Company adopted Statement of
Financial Accounting Standards ["SFAS"] No. 128, "Earnings Per Share". Under
SFAS 128, loss per common share is computed by dividing net loss available to
common stockholders by the weighted-average number of common shares outstanding
during the period. In the Company's present position, diluted loss per share is
the same as basic loss per share. There are currently no securities that could
potentially dilute EPS in the future.

[4] ACQUISITIONS  AND INVESTMENTS

The Company acquired interests in six entities since the change in management on
May 20, 1999. The investments are described below.

       Effective May 24, 1999, the Company acquired 15,384.6 shares common units
of CarePackages.com LLC for $100,000. The Company subsequently acquired an
additional 15,384.6 common units for $100,000.

       Effective May 24, 1999, the Company acquired 20,000 shares of common
stock of Microcast Incorporated for $200,000. As a result of a subsequent
6-for-1 stock split, the Company currently owns 120,000 shares.

       On September 3, 1999, the Company acquired 71,428 common units of
Perform.com, LLC for $250,000.

       Effective May 24, 1999, the Company acquired 700,000 common units of
Enikia, LLC for $700,000.

       Effective May 24, 1999, the Company acquired 245,545 Class A Convertible
Preferred Membership Units of FreeRide Media, L.L.C. for $700,000.

       In July 1999, the Company acquired convertible promissory notes of
CreditLand.com, Inc. for $200,000.

<PAGE>

NETGAIN DEVELOPMENT, INC.
NOTES TO FINANCIAL STATEMENTS, SHEET #3 [UNAUDITED]

[5] SUBSEQUENT EVENTS

On October 1, 1999, the Company invested $120,000 in a company called Solutions
Media, d/b/a Spinrecords.com.

On October 1, 1999, the Company invested $100,000 in a company called Orbit
Networks.

On October 25, 1999, the Company received $4,025,000, from Netbreeders.com LLC,
a New York limited liability company, in exchange for 2,250,000 shares of common
stock. As part of this transaction, the Company also entered into a consulting
agreement with netbreeders.com ("Consultant") pursuant to which the Consultant
will provide strategic services to the Company and/or its partner companies in
consideration for receiving warrants to purchase 750,000 shares of Common Stock
at an exercise price of $2.00 per share.

On October 28, 1999, the Company invested $50,000 in Collegiate 101.

On November 5, 1999, the Company purchased 25 Units of Fusion Networks, Inc., a
Delaware Corporation, in exchange for $1,500,000.

On November 12, 1999, the Company entered into agreements with several outside
entities and individuals to sell approximately 1.8 million shares of common
stock for a purchase price of approximately $5.4 million.

<PAGE>

PART I.           FINANCIAL INFORMATION

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

         In addition to historical information, this Report contains
forward-looking statements regarding NetGain Development, Inc., a Colorado
corporation (the "Company"), which represents the Company's expectations or
beliefs including, but not limited to, statements concerning the Company's
operations, performance, financial condition, business strategies and other
information. For this purpose, any statements contained in this Report that are
not statements of historical fact may be deemed to be forward-looking
statements. Without limiting the generality of the foregoing, words such as
"may," "will," "expect," "believe," "anticipate," "intend," "could," "estimate"
or "continue," or the negative or other variations thereof or comparable
terminology are intended to identify forward-looking statements. The statements
by their nature involve substantial risk and uncertainties, certain of which are
beyond the Company's control, and actual results may differ materially depending
on a variety of important factors, including those described in this Report and
the Company's other filings with the Securities and Exchange Commission (the
"SEC").

PLAN OF OPERATION

         The Company generated no revenues from its operations in recent years
as it was a development stage company from 1993 through May 20, 1999. A change
in control of the Company occurred on May 20, 1999. On May 20, 1999, Charles L.
Mattis, President, a director and the holder of approximately 8,000,000 shares
of the Company's common stock sold 7,700,000 shares of Common Stock.
Simultaneously, Andreas Typaldos was appointed interim Chairman of the Board and
Chief Executive Officer of the Company. In addition, all of the current
directors and officers of the Company tendered their resignations to the
Company. Upon ten days from the date the Company filed with the SEC and mailed
to its Stockholders of record an Information Statement required by Section 14(f)
of the Securities Exchange Act of 1934 (the "Exchange Act"), new officers and
directors of the Company took office.

         This change in control was the first step in a change in the business
focus of the Company. The Company plans to provide services and capital to young
and promising Internet companies and to take both majority and minority equity
positions in consideration for such services and capital, and to also develop
various Internet business activities of its own. The Company believes that it
can develop such Internet business activities, including e*commerce and content
portals, either through acquisitions of majority owned subsidiaries or through
internal development.

         The Company also effected a private financing of Series A Convertible
Preferred Stock to "accredited investors" pursuant to Regulation D promulgated
under the Securities Act of 1933, as amended, which resulted in gross proceeds
to the Company of approximately $3,550,000. As of September 30, 1999, the
Company has used $2,250,000 of these proceeds to purchase equity positions in a
number of Internet private companies. In addition, management of the Company has
been evaluating a number of Internet entities for potential acquisition as well
as opportunities for obtaining controlling equity positions of Internet
companies. However, to date, the Company has not entered into any agreements or
letters of intent for the acquisition of such operating entities.

<PAGE>

         The Company does not intend to engage primarily in the business of
investing, reinvesting or trading in securities so as to be an investment
company required to register as such under the Investment Company Act of 1940.
Nevertheless, the Company may be required to register as an investment company
as a consequence of investments that it has made subsequent to its change of
control to the extent that it presently holds "investment securities" (as
defined by the Investment Company Act) which constitute more than 40% of the
value of the Company's assets (exclusive of U.S. government securities and cash
items) on an unconsolidated basis, unless the Company restructures or reduces
its holdings of investment securities within a reasonable period of time.
Although it is the intention of the Company to take the actions necessary to
avoid investment company status, no assurance can be given that the Company will
be able to take such actions. The Investment Company Act of 1940 imposes a
comprehensive scheme of regulation which would require a substantial
restructuring of the operations of the Company to permit the Company to comply
with applicable regulations. Applicable regulations may also operate to impose
significant restrictions on the permissible activities and transactions of the
Company. If the Company cannot restructure its operations or reduce its holdings
of investment securities to avoid the need for investment company registration,
the Board of Directors will consider taking such actions as may be necessary or
appropriate under the circumstances.

RESULTS OF OPERATIONS

         In light of the change in control of the Company and change in the
Company's business focus, which was effective in June 1999, an analysis of the
Company's results of operations for the nine months ended September 30, 1999,
compared to September 30, 1998, is not indicative of the results of operations
in future periods.

         For the nine months ended September 30, 1999, the Company had no
revenue. For the nine months ended September 30, 1998, the Company also had no
revenues. Management expects to generate revenues with the implementation and
development of its new business plan.

         General and administrative expenses were $242,033 for the nine months
ended September 30, 1999. During the comparable period in 1998, these expenses
were not meaningful. The significant increase in expenses results from the start
up of the Company's new business plan.

         The Company experienced a net loss of $145,233 for the nine months
ended September 30, 1999, versus a negligible loss in the comparable 1998
period. The significant increase in losses results from the Company incurring
additional expenses in connection with the implementation of its business plan.
Management expects these losses to continue and possibly increase until the
Company is able to successfully implement its business plan.

LIQUIDITY AND CAPITAL RESOURCES

         As of September 30, 1999, the Company had working capital of
approximately $1,181,000. Working capital reflects money received in connection
with the private financing but not yet utilized. Management intends to utilize
these funds to acquire additional equity positions in Internet companies and to
develop its business plan. Management believes that sufficient funds exist to
cover the Company's current working capital needs. However, management intends
to raise additional monies in order to enable it to continue to develop its
business plan.


<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

         The Company has been included as a defendant in a lawsuit filed in
federal court in New Jersey by two individuals who, pursuant to a merger
agreement, sold their stock in a company named Conversion Services
International, Inc. ("CSI") to Elligent Consulting Group, Inc. ("Elligent"), a
company for which Andreas Typaldos acts as Chairman, CEO and President. The
plaintiffs have added to their original complaint charges purportedly brought
derivatively on behalf of Elligent. Those added claims are to the effect that
Typaldos and another Elligent Board member diverted business opportunities of
Elligent, namely the strategy and opportunity of offering technology and
consulting services to, and investing in, early stage Internet companies. The
Company is alleged to have been unjustly enriched by being the recipient of
those purported opportunities. The Company believes that the claim made against
it is without merit and intends to vigorously defend itself.

ITEM 2.  CHANGES IN SECURITIES.

         On May 25, 1999, the Company amended its Articles of Incorporation, as
amended, to designate 5,000 shares of Preferred Stock as Series A Convertible
Preferred Stock, $.0001 par value per share ("Series A Stock"). The holders of
Series A Stock are entitled to a 3% dividend when, if and as declared by the
Board of Directors. The holders of Series A Stock are entitled to convert their
shares into shares of the Company's Common Stock. Each share of Series A Stock
shall convert into that number of shares of Common Stock equal to $1,000 divided
by the lesser of (i) 65% of the average market price of the Common Stock for the
five trading days immediately prior to the conversion date or (ii) $7.00,
subject to adjustment. The holders of Series A Stock are entitled to a
liquidation preference of $1,000 per share, plus a sum equal to all unpaid
dividends.

         On May 21, 1999, the Company issued 2,050,000 shares of Common Stock to
various individuals and entities for $.0067567 per share or $13,851 in the
aggregate. These shares were issued in private transactions exempt from
registration under the Securities Act. The proceeds of these sales were applied
to working capital. No underwriting discounts or commissions were paid in
connection with these transactions.

         In addition, through September 30, 1999, the Company had received
subscriptions for approximately 3,500 shares of Series A Stock to various
accredited investors for $1,000 per share or approximately $3,550,000 in the
aggregate. The shares of Series A Stock are convertible into shares of the
Company's Common Stock pursuant to the terms described above. These shares were
issued in private transactions pursuant to the private offering exemption
described in Rule 506 of Regulation D of the Securities Act. Of the proceeds of
this offering, $2,250,000 was used to purchase equity positions in early stage
Internet and other technology private companies. No underwriting discounts or
commissions were paid in connection with these transactions.

<PAGE>

         On May 21, 1999, coincident with the reorganization of the Company, the
Company issued 900,000 shares of Common Stock to certain directors, officers and
employees as compensation for services to be rendered during the next twelve
month period. The value associated with the issuance of these shares was $6,081.

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

                Exhibit 27 - Financial Data Schedule (SEC use only)

         b)     Reports on Form 8-K

                Form 8-K dated July 12, 1999 and filed with the SEC on July
                21, 1999 regarding a change in the accountants of the Company.

<PAGE>

                                   SIGNATURES

         In accordance with Section 12 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.

                                            NETGAIN DEVELOPMENT, INC.

Dated: November 15, 1999                    By:   /S/ ANDREAS TYPALDOS
                                               --------------------------------
                                            Andreas Typaldos
                                            Chairman of the Board and
                                            Chief Executive Officer

<PAGE>

                                 EXHIBIT INDEX


EXHIBIT        DESCRIPTION
-------        -----------

  27           Financial Data Schedule