UNITED STATES

                       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 quarterly period ended March 31, 2000

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

                        Commission file number 000-28279

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

             Nevada                                       35-2090110
(State or other  jurisdiction of
 incorporation  or  organization)              (IRS Employer Identification No.)

               7202 East 87th Street, Indianapolis, Indiana 46256

                    (Address of principal executive offices)

                                 (317) 915-9301

                           (Issuer's telephone number)

                 3353 W. 9th Street, Indianapolis, Indiana 46202
                     (Former name, former address and former
                   fiscal year, if changed since last report)


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

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes [ ] No [ ]


                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

Outstanding as of May 5, 2000: 18,675,346 shares of common stock,
$0.001 par value per share.

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

<PAGE>2

PART I - FINANCIAL INFORMATION

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

Item 1.           Financial Statements.

                       BROWSESAFE.COM, INC. AND SUBSIDIARY

                          (A Development Stage Company)

                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS

<TABLE>
                                                                                (Unaudited)
                                                                             March 31, 2000      December 31,1999

<S>                                                                        <C>                   <C>
CURRENT ASSETS
     Cash                                                                      $  1,880,551           $   6,475
     Prepaid consulting expense                                                   2,184,844             177,344
     Prepaid expenses and other                                                      64,960              54,950
                                                                                 ----------             -------
         Total Current Assets                                                     4,130,355             238,769
                                                                                 ----------             -------
OFFICE AND COMPUTER EQUIPMENT, net of accumulated
 depreciation of $20,623 at March 31, 2000 and $11,395
 at December 31, 1999                                                               100,828              93,281
                                                                                 ----------              ------

OTHER ASSETS
     Web design costs, net of accumulated amortization
        of $63,037 at March 31, 2000 and $50,430 at
        December 31, 1999                                                            37,823              50,430
     Product development costs                                                       78,950              78,950
     Deposits                                                                        36,622              24,034
                                                                                 ----------             -------
         Total Other Assets                                                         153,395             153,414
                                                                                 ----------             -------
         TOTAL ASSETS                                                          $  4,384,578          $  485,464
                                                                                 ==========             =======

           LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
     Bank line of credit                                                                             $  198,944
     Accounts payable                                                           $   169,425             348,442
     Accrued payroll and related expenses                                           120,917             127,875
     Payable to related party                                                                           105,847
     Accrued stock issuance                                                                             337,500
     Current maturities of long-term debt                                            35,617              34,314
     Note payable                                                                        -              176,389
                                                                                 ----------            --------
         Total Current Liabilities                                                  325,959           1,329,311

LONG-TERM DEBT                                                                       19,902              29,310

CONTINGENCIES                                                                           -                   -
                                                                                 ----------           ---------
         Total Liabilities                                                          345,861           1,358,621
                                                                                 ----------           ---------
STOCKHOLDERS' EQUITY (DEFICIT)
     Common stock,  $.001 par value;
     25,000,000 shares authorized, 18,575,346
      shares issued and outstanding at
      March 31, 2000  (7,249,571 shares earned
      but not issued) and 19,075,346 shares issued,
      17,575,346 outstanding at December 31, 1999                                    25,825              17,575
     Additional paid-in capital                                                   7,055,649             793,899
     Warrants outstanding                                                         1,478,594              71,094
     Deficit accumulated during development stage                                (4,521,351)         (1,755,725)
                                                                                -----------          ----------
         Total Stockholders' Equity (Deficit)                                     4,038,717            (873,157)
                                                                                -----------           ---------
         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                 $   4,384,578         $   485,464
                                                                                ===========           =========
</TABLE>
                     Unaudited Interim Financial Statements


<PAGE>3


                       BROWSESAFE.COM, INC. AND SUBSIDIARY

                          (A Development Stage Company)

                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>

                                                                                                               Period from
                                                                                                            February 10, 1998
                                                                                                               (Inception)
                                                                        Three Months Ended March 31,                to
                                                                         2000                1999             March 31, 2000

<S>                                                                    <C>                   <C>              <C>
REVENUES                                                                $        -            $       -           $      -

MARKETING, GENERAL AND ADMINISTRATIVE
     Product development and Internet expenses                                   633                1,105            120,044
     Marketing and advertising                                                 6,117                4,957            309,924
     Payroll expenses                                                        170,261               90,475            668,343
     Legal and professional                                                2,494,423                3,820          2,724,024
     Hardware lease expense                                                   12,147                2,199             89,030
     Contract termination                                                                                            200,000
     Depreciation and amortization                                            21,836               14,117             83,662
     Interest expense                                                          9,836                3,295            103,075
     Other general and administrative expenses                                50,373               15,797            223,249

                                                                          ----------              -------          ---------
         Total General and Administrative                                  2,765,626              135,765          4,521,351
                                                                          ----------              -------          ---------
Net Loss before Income Taxes                                              (2,765,626)            (135,765)        (4,521,351)

INCOME TAXES                                                                     -                    -                  -
                                                                          ----------              -------          ---------
NET LOSS                                                               $  (2,765,626)         $  (135,765)      $ (4,521,351)
                                                                         ===========           ==========        ===========
NET LOSS PER COMMON SHARE                                              $     (0.1396)         $   (0.0121)      $    (0.3344)
                                                                         ===========           ==========        ===========

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING                             19,810,520           11,200,000         13,519,554
                                                                         ===========           ==========        ===========
</TABLE>


                     Unaudited Interim Financial Statements


<PAGE>4


                       BROWSESAFE.COM, INC. AND SUBSIDIARY

                    CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
                   EQUITY (UNAUDITED) Period from February 10,
                   1998 (date of inception) to March 31, 2000
<TABLE>

                                                                                    Additional
                                                              Members'     Common     Paid-in    Warrants    Accumulated
                                                              Deficit      Stock      Capital  Outstanding     Deficit       Total

<S>                                                        <C>            <C>        <C>       <C>            <C>         <C>
  Capital contributions from members of BrowseSafe LLC
   at inception on February 10, 1998                        $  190,000                                                    $ 190,000

  Net loss                                                    (541,420)                                                    (541,420)

  Reclassification of members' deficit to reflect
   contribution of BrowseSafe LLC assets and liabilities
   to BrowseSafe.com, Inc. in exchange for 11,200,000
   shares of BrowseSafe.com, Inc. common stock                 351,420   $ 11,200   $ 178,800               $  (541,420)  $      -
                                                            ------------ ---------- -----------             -------------  ---------

  BALANCE AT DECEMBER 31, 1998                                      -      11,200     178,800                  (541,420)   (351,420)

  Issuance of 2,738,000 shares of common stock                              2,738      24,645                                27,383

  Issuance of 2,100,000 shares of common stock in
    connection with Motioncast transaction                                  2,100     372,720                               374,820

  500,000 shares issued and held in escrow as
   collateral for liability                                                                                                      -

  1,000,000 shares issued and held in escrow pursuant                                                                            -
   to consulting agreement

  Issuance of warrants to purchase 350,000 shares of
   common stock for services                                                                    $  71,094                    71,094

  Interest expense attributable to the beneficial
   conversion feature of debentures                                                     66,667                               66,667

  Conversion of debentures to 1,537,000 shares of common stock              1,537      151,067                              152,604

  Net loss                                                          -          -            -           -   (1,214,305)  (1,214,305)
                                                            ----------   --------     --------   --------   -----------  -----------
  BALANCE AT DECEMBER 31, 1999                              $       -    $ 17,575    $ 793,899  $  71,094  $(1,755,725)  $ (873,157)

  Issuance of 128,571 shares of common stock                                  129       44,871                               45,000

  Issuance of 6,036,000 shares of common stock and
   warrants to purchase 550,000 shares of common stock                      6,036    2,556,996    256,968                 2,820,000

  Issuance of 975,000 shares of common stock and warrants
   to purchase 300,000 shares of common stock for services                    975    3,521,525    935,000                 4,457,500

  Issuance of 500,000 shares of common stock for
   repayment of contract termination liability                                500      199,500                              200,000

  Issuance of 250,000 shares of common stock upon
    exercise of warrants                                                      250      205,531    (50,781)                  155,000

  Issuance of 360,000  shares of common stock and
  warrants to purchase 570,000 shares of common
  stock related to Swartz financing transaction                               360     (266,673)   266,313                        -

  Net Loss                                                         -           -             -         -    (2,765,626)  (2,765,626)
                                                            ----------   --------     --------   --------   -----------  -----------
  BALANCE AT MARCH 31, 2000 (UNAUDITED)                     $      -      $25,825   $7,055,649 $1,478,594  $(4,521,351)  $4,038,717
                                                            ==========   ========   ==========  ==========  ===========  ===========
</TABLE>


                     Unaudited Interim Financial Statements


<PAGE>5

                       BROWSESAFE.COM, INC. AND SUBSIDIARY

                          (A Development Stage Company)

                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>

                                                                                                  Period from
                                                                                                 February 10,
                                                                                                     1998
                                                                                                  (Inception)
                                                                                                      to
                                                            Three Months Ended March 31,           March 31,
                                                                2000            1999                 2000
OPERATING ACTIVITIES

<S>                                                         <C>              <C>                <C>
     Net loss                                               $(2,765,626)     $(135,765)         $  (4,521,351)

     Adjustments  to  reconcile  net  loss  to
     net cash (used) by operating activities:
         Depreciation and amortization                           21,836         14,117                 83,660
         Noncash consulting services                          2,312,500                             2,343,750
         Noncash settlement                                                                           200,000
        Interest expense attributable to beneficial
          conversion feature of debentures                                                             66,667
         (Increase) decrease in certain current assets:
               Inventories                                                       6,889
               Prepaid expenses and other                       (10,010)           (86)               (64,960)
         Increase (decrease) in certain current
          liabilities:
               Accounts payable                                (179,017)       (21,004)               169,425
               Payable to related party                        (105,847)         5,224
               Accrued payroll and related expenses              (6,958)        42,714                120,917
                                                              ----------       --------              ---------
                Net Cash (Used) by Operating
                 Activities                                    (733,122)       (87,911)            (1,601,892)
                                                              ----------       --------            -----------

INVESTING ACTIVITIES

     Cash purchases of office and computer equipment            (16,776)                              (47,306)
     Increase in deposits                                       (12,588)                              (36,622)
     Cash paid for web design costs                                   -              -               (100,860)
     Cash paid for product development costs                          -         (1,125)               (78,950)
                                                                -------         -------              ---------
                Net Cash (Used) by Investing
                 Activities                                     (29,364)        (1,125)              (263,738)
                                                                --------        -------              ---------
FINANCING ACTIVITIES
     Proceeds from notes payable                                                27,000                194,389
     Repayments of notes payable                               (176,389)                             (194,389)
     Repayments of capital lease                                 (8,105)                              (18,626)
     Borrowings on line of credit                                               65,434                198,944
     Payments on line of credit                                (198,944)                             (198,944)
     Proceeds from debentures                                                                         152,604
     Proceeds from issuance of common stock                   3,020,000                             3,422,203
     Contributed capital                                            -                -                190,000
                                                              ---------         -------            ----------
                Net Cash Provided by Financing
                 Activities                                   2,636,562         92,434              3,746,181
                                                             ----------         -------            ----------
NET INCREASE IN CASH                                          1,874,076          3,398              1,880,551

CASH
     Beginning of Period                                          6,475            418                      -
                                                             ----------         -------            ----------
     End of Period                                           $1,880,551         $3,816           $  1,880,551
                                                             ==========         =======           ===========
SUPPLEMENTAL DISCLOSURES
     Cash paid for interest                                   $  11,421        $ 1,297           $     30,607

     Noncash investing and financing activities:
         Assets acquired through capital lease                                                         74,145
         Conversion of debentures to common stock                                                     152,604
         Stock and warrants issued for consulting
          services                                            2,070,000                             2,184,844

         Issuance of stock accrued                              337,500
</TABLE>

                     Unaudited Interim Financial Statements


<PAGE>6


                       BROWSESAFE.COM, INC. AND SUBSIDIARY

                          (A Development Stage Company)

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

In the opinion of the  management of  BrowseSafe.com,  Inc. (the  "Company") the
accompanying unaudited consolidated financial statements contain all adjustments
(consisting of only normal,  recurring  adjustments) necessary to present fairly
the financial position of BrowseSafe.com,  Inc. and its wholly-owned subsidiary,
BrowseSafe  Technology,  Inc.,  as of March 31,  2000,  and the results of their
operations and their cash flows for the three-month periods ended March 31, 2000
and 1999, and for the period from February 10, 1998 (date of inception) to March
31, 2000. The results of operations  for any interim period are not  necessarily
indicative  of the results for the year.  These interim  consolidated  financial
statements  should be read in  conjunction  with  BrowseSafe.com,  Inc.'s annual
consolidated  financial  statements and related notes in  BrowseSafe.com  Inc.'s
Annual Report on Form 10-KSB for the year ended December 31, 1999.

The consolidated  financial  statements  include the accounts of BrowseSafe.com,
Inc. and its wholly-owned  subsidiary,  BrowseSafe Technology,  Inc., as well as
the accounts of the Company's  predecessor,  BrowseSafe LLC, which was formed on
February  10,  1998.  All  intercompany  balances  and  transactions  have  been
eliminated from the consolidated financial statements.

NOTE 2 - REORGANIZATION AND SHARE EXCHANGE

In July 1998, BrowseSafe  Technology,  Inc., the current operating subsidiary of
BrowseSafe.com, Inc., was incorporated as a Nevada corporation as part of a plan
to enter into an Asset and Liability  Contribution  Agreement and  thereafter to
effect a share  exchange  with  Motioncast  Television  Corporation  of  America
("Motioncast").

In early 1999, BrowseSafe,  LLC and BrowseSafe Technology agreed to enter into a
two-step  transaction  with a  group  of  related  companies  (collectively  the
"Funding Group") and Motioncast , which was controlled by the Funding Group. The
two-step  transaction  contemplated  that BrowseSafe,  LLC and the Funding Group
would, among other things,  contribute certain monies, assets and liabilities to
BrowseSafe  Technology  in  exchange  for its  common  shares,  and  thereafter,
BrowseSafe, LLC and the Funding Group would exchange their BrowseSafe Technology
shares for common shares of Motioncast. As a result, BrowseSafe Technology would
become a wholly-owned  operating subsidiary of Motioncast.  At the time of these
transactions,  Motioncast was a Nevada corporation whose stock was listed on the
OTC Bulletin Board. Motioncast had no operations or other subsidiaries.

In May 1999,  BrowseSafe,  LLC,  BrowseSafe  Technology  and the  Funding  Group
entered into an Asset and Liability Contribution Agreement to complete the first
step of the transaction.  Under this Agreement,  BrowseSafe, LLC contributed all
of its assets and liabilities,  including  intellectual  property, to BrowseSafe
Technology in exchange for 11,200,000 common shares.  Also under this Agreement,
BrowseSafe  Technology  agreed to issue  2,738,000  of its common  shares to the
Funding  Group,  provided  the  Funding  Group  contributed  certain  monies  to
BrowseSafe  Technology  and to  Motioncast  in  connection  with  the  two  step
transaction.  Further,  the Funding  Group agreed to cause  additional  funds of
between  $1,500,000 and $5,000,000 to be raised on behalf of Motioncast no later
than November 30, 1999. Prior to this transaction, BrowseSafe Technology had not
commenced operations and had no assets or liabilities.  For accounting purposes,
BrowseSafe  LLC  was  treated  as  the  acquiror.  All  transferred  assets  and
liabilities were recorded at their historical cost.
<PAGE>7

Effective as of June 24, 1999,  BrowseSafe,  LLC and the Funding  Group  entered
into a Share Exchange  Agreement with  Motioncast to complete the second step of
the  transaction.  At this time, the Company believed that the Funding Group had
not satisfied all of its obligations under the Asset and Liability  Contribution
Agreement,  but the Company anticipated that the Funding Group would fulfill its
obligations.  The Share  Exchange  Agreement  also required the Funding Group to
contribute additional funds to Motioncast. The Share Exchange Agreement provided
that all of the  outstanding  common  shares of BrowseSafe  Technology  would be
exchanged for an equal number of common shares of Motioncast. As a result of the
share  exchange,  BrowseSafe  Technology  became a wholly  owned  subsidiary  of
Motioncast. Motioncast changed its name to BrowseSafe.com,  Inc. and changed its
trading symbol from MCTV to PGPG.

Because  the  Company  believed  the  Funding  Group  failed to  comply  with is
contribution  obligations under the Asset and Liability  Contribution  Agreement
and the Share  Exchange  Agreement,  it issued the 2,738,000  common shares into
escrow but did not deliver them to the Funding Group. In a letter dated November
19, 1999, the Company  advised all members of the Funding Group that the Company
believed  they were in breach of the  agreements  and asked  them to remedy  the
breaches.  The Company is currently in  litigation  with the Funding  Group over
these transactions. (see Note 5).

For financial statement purposes,  BrowseSafe Technology,  Inc. is considered as
the  acquiring  company,  and the  share  exchange  was  treated  as a  "reverse
acquisition". Pursuant to this accounting treatment, BrowseSafe Technology, Inc.
is deemed to have issued stock for the acquisition of Motioncast.  Prior to this
transaction, Motioncast had 2,100,000 common shares outstanding and tangible net
assets  (cash)  of  $374,820.   The  accompanying   consolidated   statement  of
stockholders' equity reflects this transaction as if BrowseSafe Technology, Inc.
issued 2,100,000 common shares to Motioncast.

NOTE 3 - MANAGEMENT'S PLANS AND ISSUES AFFECTING LIQUIDITY

The  consolidated  financial  statements  have been  prepared  assuming that the
Company will continue as a going  concern.  The Company has a limited  operating
history and had sustained losses since inception.  The Company had negative cash
flow from operations of approximately  $733,000 for the three-month period ended
March 31,  2000.  As a result,  the Company had to rely  principally  on private
equity funding to continue its activities.

On March 14, 2000, the Company entered into an Investment  Agreement with Swartz
Private  Equity,  LLC for sale of up to $30  million  of common  stock  upon the
exercise  of  certain  put rights  (the "Put  Rights").  The Put  Rights  become
available upon the  effectiveness  of a registration  statement to be filed with
the Securities  and Exchange  Commission to register the stock that will be sold
under the Agreement,  which expires after three years. Management intends to use
these proceeds to fund its operations.
<PAGE>8

NOTE 4 - ROYALTY AGREEMENT

The  Company's  PlanetGood  product was  developed  with a third party,  and the
Company  purchased  software and technology  from the third party.  The purchase
agreement  requires the Company to remit 2.5% of gross  revenues  received  from
Internet service providers  ("ISP's").  Royalty payments continue for a two-year
period commencing when the Company has 15,000 active ISP customers.  As of March
31, 2000,  the Company had not incurred  any royalty  expenses  relating to this
contract.

NOTE 5 - LEGAL PROCEEDINGS

On or about  April 14,  2000,  the  Funding  Group  (see Note 2) filed a lawsuit
against the Company,  our  President and Chief  Executive  Officer and our Chief
Financial  Officer  in the  Federal  District  Court  for the  State  of  Nevada
alleging,  among other  things,  that the investor  group is entitled to general
damages in a sum in excess of $10,000,000,  punitive  damages in a sum in excess
of $10,000,000 and title to 2,738,000 shares of common stock of the Company. The
lawsuit also alleges  certain  inaccuracies  in the Company's  SEC filings.  The
Company is vigorously defending the lawsuit.

NOTE 6 - CONSULTING CONTRACT TERMINATION

On October 11, 1999, the Company agreed to pay a former  consultant  $200,000 to
settle a dispute.  To secure the payment of this amount,  the Company issued and
placed in escrow  500,000  shares of its  common  stock.  Because  the  $200,000
payment  was not  remitted  within  120 days,  the stock  was  delivered  to the
consultant in February 2000.

NOTE 7 - SENIOR SUBORDINATED CONVERTIBLE DEBENTURE

In December 1999, the Company issued a senior subordinated convertible debenture
(the  "Debenture")  to a single  investor.  The Debenture had a maximum  funding
amount of $750,000 and accrued  interest at 8% maturing on December 10, 2001. An
initial  funding of $100,000 was  required,  and made,  in  connection  with the
closing  of the  Debenture.  However,  future  funding  was  discretionary.  The
Debenture was convertible (at the holder's  option) into shares of the Company's
common stock at a conversion  price equal to 75% of the lowest closing bid price
for the three days preceding the notice of conversion. Interest on the Debenture
was to be paid by  issuing  common  stock  of the  Company  based  on 75% of the
closing bid price for the three days  preceding  the monthly  interest due date.
All fundings  outstanding  were required to be converted to stock of the Company
prior to January 19,  2000.  As of December  30,  1999,  the investor had funded
$200,000 of the Debenture  and had  converted all of this amount into  1,537,346
common  shares under the terms of the Debenture  (including  3,734 shares issued
for accrued  interest of $476).  The Debenture was cancelled  shortly before the
Company became a reporting  company on January 22, 2000. The Company recorded as
interest  expense the amount  arising  from the  beneficial  conversion  feature
contained  in  the  Debenture.  As  of  December  31,  1999,  the  discount  was
approximately  $67,000.  In connection  with the  Debenture,  the Company placed
1,000,000  common  shares in escrow.  The escrowed  shares were  returned to the
Company and were cancelled in March 2000.
<PAGE>9

NOTE 8 - INVESTMENT AGREEMENT

On March 14, 2000, the Company entered into an Investment  Agreement with Swartz
Private  Equity,  LLC to raise up to $30  million  during  a  three-year  period
through a series of private sales of its common shares to Swartz,  who, in turn,
intends to sell those  shares in the public  market or in  privately  negotiated
transactions.  The dollar  amount of each sale is  limited by the common  shares
trading volume,  and certain other factors.  Also, the Company may not sell more
than  $2,000,000  to Swartz at any one time,  and a minimum  amount of time must
occur between sales.

The  Company  will  also pay a  consultant  a 4% fee for this  transaction.  The
consultant will receive  360,000 shares of the Company's  common stock and up to
$30,000 in cash.  The cash will be paid as the Put Rights are  exercisable.  The
Company will record as a reduction of the equity proceeds, the cash paid and the
value of the stock based on the quoted market value.

NOTE 9 - OTHER

In February, 2000, the Company entered into an agreement with California Applied
Research,  Inc.,  which is now known as  GenesisTank.com,  Inc.  ("GenesisTank")
under which  GenesisTank  agreed to buy 6,000,000 shares of the Company's common
stock.  The purchase price of the stock was $.50 per share payable $500,000 upon
execution of the  agreement,  $1,000,000  on or before  February  29, 2000,  and
$1,500,000  on or  before  March 31,  2000.  All  amounts  have been paid to the
Company.

In addition,  the Company  issued a five-year  warrant to an individual  for his
services in arranging this financing.  The warrant  provides for the purchase of
up to  550,000  shares of the  Company's  common  stock at the lower of $.50 per
share or the  lowest  reset  price (the terms of the  warrant  provide  that the
purchase  price  will be reset  every six  months).  The  Company  has  recorded
$256,968 as a reduction of the related equity  financing,  based on the value of
the warrants using the Black-Scholes model.

In January 2000,  the Company  entered into a consulting  agreement  whereby the
consultant will receive a fee for financing  secured by the consultant.  The fee
is 4% of the  transaction,  payable 3% in shares of the  Company's  common stock
(based  on a market  price of  $2.50)  and 1% in cash.  In  connection  with the
GenesisTank  financing,  the  Company  agreed  to issue  36,000  shares  to this
consultant and remitted $30,000. The Company estimated the value of the stock to
be approximately $160,000.

On March 10, 2000, the Company  entered into an amended and restated  consulting
agreement  for business  advisory  services  with an  individual in exchange for
50,000 shares of the Company's  common stock. The consultant was fully vested in
the  stock as of the  date of the  contract.  At March  31,  2000,  $225,000  is
included  in legal and  professional  fees  representing  the value of the stock
based on the quoted market price on the date the stock was earned.

On March 10, 2000,  the Company also agreed to a contract  with an  organization
and its principal owner to provide financing,  advisory and consulting services.
The  Company  agreed to issue up to 450,000  shares of its  common  stock if the
quoted  market  price met  certain  levels at March 31,  2000.  The  performance
measurements  pursuant  to this  contract  were  achieved.  At March  31,  2000,
$2,025,000 is included in legal and professional fees, representing the value of
the stock based on the quoted market price on the date the stock was earned.
<PAGE>10

On March 23, 2000,  the Company  entered  into a contract  with  consultant  for
advisory services.  The contract requires a monthly fee of $10,000,  issuing the
consultant  275,000  shares of the  Company's  common  stock  and a  warrant  to
purchase  300,000 shares of the Company's common stock at prices ranging from $5
to $15 per share.  The consultant is fully vested in the stock.  The Company has
valued the stock at $1,135,000  based on its quoted market price on the contract
date and has valued the warrants at $935,000 using the Black-Scholes method. The
amounts  will be expensed  over the term of the  agreement.  At March 31,  2000,
$2,070,000 is included in prepaid consulting fees.


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

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

     This Report on Form 10-QSB includes "forward looking" statements within the
meaning of Section  27A of the  Securities  Act of 1933 and  Section  21E of the
Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act
of 1995,  and we  desire  to take  advantage  of the  "safe  harbor"  provisions
thereof.  Therefore,  we are including this statement for the express purpose of
availing ourselves of the protections of such safe harbor with respect to all of
such forward-looking  statements.  The forward-looking statements in this Report
reflect  our  current   views  with  respect  to  future  events  and  financial
performance.  These forward-looking  statements are subject to certain risks and
uncertainties,  including  specifically the absence of significant  revenues,  a
history of losses,  no assurance  that we can review sites  accurately  and on a
timely  basis  due  to  the  explosive  growth  of  the  Internet,   significant
competition,   the   uncertainty  of  protecting  our   intellectual   property,
uncertainty as to indemnification risks, possible adverse effects of those other
risks and  uncertainties  discussed  herein,  that could cause actual results to
differ materially from historical results or those anticipated.  In this Report,
the words "anticipates,"  "believes," "expects," "intends," "future" and similar
expressions  identify  certain of the  forward-looking  statements.  Readers are
cautioned  not  to  place  undue  reliance  on  the  forward-looking  statements
contained  herein,  which  speak only as of the date  hereof.  We  undertake  no
obligation to publicly revise these forward-looking statements to reflect events
or circumstances  that may arise after the date hereof.  All subsequent  written
and oral forward-looking  statements attributable to us or persons acting on our
behalf are expressly qualified in their entirety by this section.

     BrowseSafe.com,  Inc.  (the  "Company"  or  "we")  is a  development  stage
company,  has yet to generate  any revenues  and is seeking  additional  capital
through an investment capital company and other sources.

     We  incurred  a net loss of  $4,521,351  from  February  10,  1998 (date of
inception)  through March 31, 2000 due to expenses  related to the formation and
operation of the Company,  continuing costs of raising capital,  normal expenses
of  operating  over an extended  period of time,  funds  applied to research and
development, product development and development of our Web site.
<PAGE>11

Comparison of March 31 fiscal quarters

         Total expenses increased from $135,765 for the three months ended March
31, 1999 to  $2,765,626  for the same period in 2000.  The  increase in expenses
relates to increased  payroll,  financing  activities and  professional  fees in
2000,  including  $2,312,500 of noncash consulting  services exchanged for stock
and warrants.  We expect general and administrative  expenses to increase in the
future as we complete development of our products, prepare for market launch and
begin to support our products.  We will also begin to incur additional sales and
marketing expenses.

         Research and  development  costs increased from $0 for the three months
ended March 31, 1999 to $42,777 for the three months  ended March 31, 2000.  The
increase is primarily  related to the  increase in the number of site  reviewers
and programmers we utilize. We expect R&D spending to continue to increase as we
review new sites, make modifications to our product and develop new products.

         Interest  expense of $9,836 for the three  months  ended March 31, 2000
increased  over interest  expense of $3,295 for the three months ended March 31,
1999.  This increase was caused by a capital lease entered into in late 1999 and
increased activity on bank debt, which was repaid in February 2000.

         For the three  month  period  ended  March 31,  2000,  we had a loss of
$2,765,626  as  compared to a loss of  $135,765  for same  period in 1999.  This
increase was a result of higher general and administrative  expenses  (including
an increase in payroll and payroll related costs), interest expense and non-cash
consulting expenses of $2,312,500.

         As of March 31,  2000,  we had  obtained  equity and debt  financing of
approximately  $4,158,000 since our inception, and we had invested approximately
$121,000 in equipment  (including  equipment  subject to a capitalized  lease of
$74,000). We have also invested  approximately  $101,000 in capitalized Web site
development costs and approximately  $79,000 in capitalized  product development
costs.

Additional Capital Requirements

         Our short and long term  capital  requirements  will  depend  upon many
factors,  including the ability to continue to obtain adequate funding, the rate
of market acceptance of our products,  the level of resources required to expand
our marketing and sales  organization  and other  factors,  some of which may be
beyond our control.  A slower than  expected  rate of acceptance of our products
and  services or lower than  expected  revenues  generated  from the sale of our
products and services and other costs  associated  with  upgrading our equipment
would materially adversely affect our liquidity.

         On March 14, 2000, we entered into an Investment  Agreement with Swartz
Private Equity, LLC to raise up to $30 million through a series of private sales
of common  shares to Swartz,  who, in turn,  intends to sell those shares in the
public market or in privately negotiated transactions. The dollar amount of each
sale is limited by our common share trading  volume,  and certain other factors.
Also,  we may not sell more  than  $2,000,000  to Swartz at any one time,  and a
minimum  amount of time must  occur  between  sales.  The  Investment  Agreement
provides that the rights to purchase the  securities  will not become  available
until we have filed a  registration  statement  with the Securities and Exchange
Commission and the registration statement has become effective.
<PAGE>12

         We believe our current cash reserves  (which came from the  GenesisTank
financing)  will be sufficient to fund operations at current and expected levels
through  August  2000.  We  believe  that we  possibly  may be  able  to  obtain
additional  short term financing from a current  shareholder if additional funds
are needed prior to our ability to obtain funds under the  Investment  Agreement
with Swartz.  However,  we have no written  commitment for additional  financing
with this shareholder (or any other third party), and there is no assurance that
we can obtain additional financing in amounts and on terms that are satisfactory
to us.

         Based on our history of operating  expenditures  and our current plans,
we  anticipate  our cash  requirements  for the next 12 months will need to come
primarily  from  the  proceeds  of the  Investment  Agreement  with  Swartz.  As
previously mentioned, our ability to obtain funds under the Investment Agreement
is subject to certain conditions,  including the volume of trading in our common
shares.

         We  anticipate  that our  future  cash  requirements  may be  partially
fulfilled by sales of our products and services and/or debt or equity financing.
However, we only began actively marketing our products and services in early May
of 2000 and, to date,  have received very limited  revenues from such  marketing
efforts.  There can be no assurance that any future funds will be generated from
operations or from other potential sources.

         The Independent  Auditors' Report dated March 10, 2000, and prepared by
Katz Sapper & Miller,  LLP,  contains an  explanatory  paragraph  regarding  our
ability to continue as a going  concern.  If the proceeds  from the  GenesisTank
financing are not sufficient to fund our working  capital needs through the date
that cash proceeds become available under the Swartz Investment Agreement, there
is substantial doubt about our ability to continue as a going concern.

         Over the next 12 months,  we expect to add more full time  employees to
support  technology,  sales  and  service  and  marketing.  We also plan to hire
mangers in several key areas of the  organization.  In addition,  a  substantial
number of part-time  employees  will be hired to support the Web content  review
process.

                           PART II - OTHER INFORMATION

Item 1.           Legal Proceedings.

         In early 1999,  BrowseSafe,  LLC and BrowseSafe  Technology,  Inc., the
current  operating  subsidiary of  BrowseSafe.com,  Inc., agreed to enter into a
two-step  transaction  with a group  of  related  companies  (collectively,  the
"Funding   Group")   and   Motioncast   Television    Corporation   of   America
("Motioncast").  The two-step transaction contemplated that BrowseSafe,  LLC and
the Funding Group would, among other things,  contribute certain monies,  assets
and liabilities to BrowseSafe  Technology in exchange for its common shares, and
thereafter,   BrowseSafe,  LLC  and  the  Funding  Group  would  exchange  their
BrowseSafe  Technology  shares for  common  shares of  Motioncast.  As a result,
BrowseSafe  Technology  would  become a  wholly-owned  operating  subsidiary  of
Motioncast.  At  the  time  of  these  transactions,  Motioncast  was  a  Nevada
corporation whose stock was listed on the OTC Bulletin Board, but Motioncast had
no operations or other subsidiaries.
<PAGE>13

     The  primary  business  reasons  for this  transaction  were:  (i) to raise
additional  funds for the operation of the business;  and (ii) to contribute all
assets  to an  entity  that  could  then  be  merged  into  or  combined  with a
corporation  whose stock was listed on the OTC Bulletin Board. The Funding Group
was  comprised  of the  following  entities:  Minati  Financial,  Inc.,  Torquay
Holdings,  Ltd.,  Vista  Financial  Corp.,  El  Coyote  Capital  Corp.,  Jupiter
Financial  Services,   Inc.,  Kyline  Investment  Corp.,  Chariot  Group,  Ltd.,
Sid-Barney,  Inc.,  Sterling  Overseas  Investments  SA, Albury  Capital  Corp.,
Eivissa Capital corp., Hemisphere & Associates, Ltd.,
Barisal Capital Corporation and Fergus Capital Corporation.

     In May 1999,  BrowseSafe,  LLC, BrowseSafe Technology and the Funding Group
entered into an Asset and Liability Contribution Agreement to complete the first
step of the transaction.  Under this Agreement,  BrowseSafe, LLC contributed all
of its assets and  liabilities,  including the  intellectual  property  which we
currently  use, to  BrowseSafe  Technology  in exchange  for  11,200,000  common
shares.  Also  under  this  Agreement,  BrowseSafe  Technology  agreed  to issue
2,738,000 of its common shares to the Funding Group,  provided the Funding Group
contributed  certain  monies  to  BrowseSafe  Technology  and to  Motioncast  in
connection with the two-step  transaction.  Further, the Funding Group agreed to
cause  additional  funds of between  $1,500,000  and  $5,000,000 to be raised on
behalf of Motioncast no later than November 30, 1999.

     Effective  as of June  24,  1999,  BrowseSafe,  LLC and the  Funding  Group
entered into a Share Exchange  Agreement with  Motioncast to complete the second
step of the  transaction.  At this time,  we believed that the Funding Group had
not satisfied all of its obligations under the Asset and Liability  Contribution
Agreement,  but we  believed  they  were  going  to do so.  The  Share  Exchange
Agreement  also  required the Funding Group to  contribute  additional  funds to
Motioncast.  The Share Exchange  Agreement  provided that all of the outstanding
common shares of BrowseSafe Technology would be exchanged for an equal number of
common  shares  of  Motioncast.  As a  result,  BrowseSafe  Technology  became a
wholly-owned subsidiary of Motioncast.

     The Funding Group agreed,  among other things, to cause between  $1,500,000
to $5,000,000 to be raised by Motioncast in connection with the transaction.  We
believe the Funding Group failed to comply with its  obligations by, among other
things,  failing to raise any of the additional  funds.  Because we believed the
Funding Group failed to comply with its contribution obligations under the Asset
and Liability Contribution Agreement and the Share Exchange Agreement, we issued
the 2,738,000  common shares into escrow but did not deliver them to the Funding
Group.  In a letter  dated  November  19,  1999,  we advised  all members of the
Funding Group that we believed they were in breach of the  agreements  and asked
them to remedy the breaches.

     We received two letters dated March 1, 2000, from an attorney  stating that
he  represented  the Funding Group and  demanding  that we deliver the 2,738,000
shares.  The  letters  also  alleged  that our  Form  10-SB  filed  with the SEC
contained  false and misleading  disclosures  relating to the Funding Group.  We
disputed the Funding Group's claim to the 2,738,000 shares,  and we believe that
our disclosures relating to the Funding Group are accurate.
<PAGE>14

     Keith Balderson,  one of our former  directors,  is a shareholder of one of
the companies  comprising  the Funding  Group.  As a result of this dispute,  we
suggested to Mr. Balderson that he resign as a director. Mr. Balderson submitted
his resignation effective March 2, 2000.

     On April 14,  2000,  the  Funding  Group  filed a lawsuit  against  us, our
President and CEO Mark W. Smith,  and our Chief  Financial  Officer,  Gregory P.
Urbanski,  (Cause No.  CV-N-00-0197-DWH-RAM  in the United States District Court
for the District of Nevada)  alleging,  among other things,  that it is entitled
to: (i) general damages in a sum in excess of $10,000,000, (ii) punitive damages
in a sum in  excess  of  $10,000,000  and (iii)  title to the  2,738,000  common
shares. The complaint also alleges certain  inaccuracies in our SEC filings.  We
are vigorously  defending the lawsuit. Our failure to prevail in this litigation
could  result in  damages  that we cannot  pay,  which  could  force us to cease
operations  and/or may result in as many as  2,738,000  common  shares  becoming
issued and  outstanding,  which  would  further  dilute the other  shareholders'
interests.  If our SEC  filings are  determined  to be  inaccurate,  we could be
subject to additional  monetary damages,  additional  lawsuits,  and enforcement
actions by the SEC.

     On May  5,  2000,  pursuant  to  the  terms  of  the  Asset  and  Liability
Contribution  Agreement,  we notified the Funding Group that we intend to cancel
the 2,738,000 shares on June 5, 2000.

Item 2.           Change in Securities.

         (c)      Sales of Unregistered Securities.

         During the quarter ended March 31, 2000, the Company made the following
  sales of securities in reliance upon  exemptions from  registration  under the
  Securities Act of 1933 (the "Securities Act"). All sales were made in reliance
  upon the exemption provided by Section 4(2) of the Securities Act.

Ken Lockhart

         In February,  2000,  the Company sold 128,571 common shares at the then
prevailing market price of $.35 per share to a single accredited investor.

GenesisTank.com

         On February  10,  2000,  the Company  entered  into an  agreement  with
California  Applied  Research,  Inc.  (which  is now  known as  GenesisTank.com)
("GenesisTank") under which GenesisTank purchased 6,000,000 common shares of the
Company.  The purchase  price of the shares was $.50 per share payable  $500,000
upon execution of the agreement,  $1,000,000 on or before  February 29, 2000 and
$1,500,000 on or before March 31, 2000.  The purchase  price was received by the
Company.
<PAGE>15

         In addition, the Company issued a five-year warrant to purchase 550,000
common shares to Michael  Mercier for his services in arranging the  GenesisTank
financing.  The warrant provides for the purchase of the Company's common shares
at the lower of $.50 per  share or the  lowest  reset  price  (the  terms of the
warrant  provide  that the purchase  price will be reset every six months).  The
Company has valued the warrant at approximately $250,000 using the Black-Scholes
model as of the  contract  date.  The  Company  will  record the  $250,000  as a
reduction of the related equity proceeds.

         In January 2000, the Company  entered into a consulting  agreement with
Victoria  Lee whereby  she was  entitled to receive a fee (some of it payable in
common shares) for financing  secured by her. In connection with the GenesisTank
financing,  the Company  issued 36,000 shares to Ms. Lee. The Company  estimates
the value of the shares issued to her to be approximately $160,000.

Swartz Private Equity, LLC

         On February 9, 2000, the Company  issued a warrant to purchase  570,000
common shares to Swartz  Private  Equity,  LLC in connection  with an Investment
Agreement. The warrant becomes exercisable as follows:

          o    150,000 upon completion of due diligence (completed);
          o    150,000 on closing the transaction (completed);
          o    150,000  within  6 months  of the  Investment  Agreement  (August
               2000); and
          o    120,000 six months  after the  effective  date of a  registration
               statement

         The  warrants  are  exercisable  at the  lower of $.50 per share or the
lowest closing price during six-month  periods  coinciding with the closing date
of the Investment Agreement.

         Additionally,  in connection with the Swartz  transaction,  the Company
agreed to issue 360,000 common shares to Ms.  Victoria Lee as  compensation  for
her services rendered in connection with that transaction.  These 360,000 shares
will be issued to Ms. Lee after we increase our authorized shares.

Paladin Management Company, Ltd. and Len Shorkey

         On March 10, 2000, the Company entered into a Consulting Agreement with
Paladin  Management  Company,  Ltd.,  Don  Gulliman  and Len  Shorkey to provide
financing,  advisory and consulting services.  Under this Agreement, the Company
is obligated to issue 450,000 common shares to Paladin Management  Company,  and
these shares will be issued after we increase our authorized shares. Also, under
this  Agreement,  the Company  issued 50,000  common shares to Len Shorkey.  The
Company has recorded  this  transaction  based on the quoted market value of the
shares on the contract date which was $225,000.
<PAGE>16

Wall Street Marketing Group

         On March 23,  2000,  the Company  entered into a Public  Relations  and
Consulting  Agreement with Wall Street Marketing Group, Inc. ("Wall Street") for
advisory  services.  Under this  agreement,  the Company agreed to issue 200,000
shares  to  Wall  Street  and  issued  a  warrant  to  purchase  300,000  shares
exercisable  at prices ranging from $5 to $15 per share expiring March 23, 2005.
The Company  valued the shares at its quoted  market price on the contract  date
($825,000) and valued the warrants, using the Black-Scholes method, at $935,000.

         On the same date, the Company also entered into a Consulting  Agreement
with Sherry Vega whereby the Company agreed to issue 75,000 common shares to her
for certain advisory services. The Company valued the stock at its quoted market
price on the contract date ($310,000).

Item 5.           Other Information.

         On April 17, 2000, J. Marshall  Gage, a director and Vice  President of
the Company,  resigned from all of his positions with the Company. A copy of Mr.
Gage's letter of resignation is attached as Exhibit 99.1 to this Report.

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

(a)      Exhibits.

                  27.1     Financial Data Schedule (March 31, 1999)
                  27.2     Financial Data Schedule (March 31, 2000)
                  99.1     Resignation of J. Marshall Gage dated April 17, 2000

                  (b)      Reports on Form 8-K.

         No reports on Form 8-K were filed  during the  quarter  ended March 31,
2000.

                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                              BROWSESAFE.COM, INC.

Date:  May 12, 2000                          By /s/Mark W. Smith
                                               --------------------------------
                                                Mark W. Smith,
                                                Chief Executive Officer



Date:  May 12, 2000                          By /s/Gregory P. Urbanksi
                                                -------------------------------
                                                Gregory P. Urbanski,
                                                Chief Financial Officer and
                                                Treasurer (Principal Financial
                                                and Accounting Officer)