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 June 30, 2000

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

                        Commission file number 000-28279

              PLANETGOOD TECHNOLOGIES, INC. (d/b/a BrowseSafe.com)
        (Exact name of small business issuer as specified in its charter)

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

               7202 East 87th Street, Indianapolis, Indiana 46256
                    (Address of principal executive offices)

                                 (317) 806-3000
                           (Issuer's telephone number)

                              BrowseSafe.com, Inc.
              (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 August 11, 2000: 23,543,826 shares of common stock, $0.001 par
value per share; no shares of preferred stock, $0.001 par value per share.

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

<PAGE>
PART I - FINANCIAL INFORMATION
----------------------------------------------------------------------------

Item 1.           Financial Statements.

                  PLANETGOOD TECHNOLOGIES, INC. AND SUBSIDIARY
                         (formerly BrowseSafe.com, Inc.)
                          (A Development Stage Company)

                           CONSOLIDATED BALANCE SHEETS
                                     ASSETS
<TABLE>
                                                                             (Unaudited)    December 31,
                                                                            June 30, 2000       1999
CURRENT ASSETS
<S>                                                                               <C>               <C>
     Cash                                                                         $857,763          $6,475
     Accounts receivable                                                            21,400
     Prepaid consulting expense - Note 10                                        1,670,975         177,344
     Prepaid expenses and other                                                     91,697          54,950
                                                                                -----------    -----------
         Total Current Assets                                                    2,641,835         238,769
                                                                                -----------    -----------

OFFICE EQUIPMENT AND LEASEHOLD IMPROVEMENTS, net of accumulated                    379,906          93,281
                                                                                -----------    -----------
depreciation and amortization of $39,037 at June 30, 2000 and $11,395 at
December 31, 1999

OTHER ASSETS

     Web design costs, net of accumulated amortization of $75,645 at June           65,215          50,430
       30, 2000 and $50,430 at December 31, 2999
     Product development costs                                                      78,950          78,950
     Deposits                                                                       31,622          24,034
                                                                                ----------       ---------
         Total Other Assets                                                        175,787         153,414
                                                                                ----------       ---------
TOTAL ASSETS                                                                    $3,197,528        $485,464
                                                                                ==========       =========
</TABLE>

                              LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>

CURRENT LIABILITIES
<S>                                                                              <C>              <C>
     Bank line of credit                                                                          $198,944
     Accounts payable                                                             $265,237         348,442
     Accrued payroll and related expenses                                          101,313         127,875
     Payable to related party                                                                      105,847
     Accrued stock issuance                                                         35,625         337,500
     Deferred revenue                                                               19,552
     Current maturities of long-term debt                                           36,970          34,314
     Note payable                                                                    -             176,389
                                                                                ----------      ----------
         Total Current Liabilities                                                 458,697       1,329,311

LONG-TERM DEBT                                                                      10,136          29,310

CONTINGENCIES                                                                         -                -
                                                                                ----------       ---------
         Total Liabilities                                                         468,833       1,358,621
                                                                                ----------      ----------

STOCKHOLDERS' EQUITY (DEFICIT)
     Common stock, $.001 par value; 85,000,000 shares authorized at June            23,523          17,575
        30, 2000 and 25,000,000 shares authorized at December 31, 1999,
        23,522,826 shares issued and outstanding at June 30, 2000 and
        19,075,346 shares issued and 17,575,346 shares outstanding at
        December 31, 1999
     Preferred stock, 15,000,000 shares authorized at June 30, 2000                    -               -
     Additional paid-in capital                                                  7,842,867         793,899
     Warrants outstanding                                                        1,458,281          71,094
     Deficit accumulated during development stage                               (6,595,976)     (1,755,725)
                                                                                ----------    ------------
         Total Stockholders' Equity (Deficit)                                    2,728,695        (873,157)
                                                                                ----------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                            $3,197,528        $485,464
                                                                               ===========     ===========

                     Unaudited Interim Financial Statements
</TABLE>

<PAGE>



                  PLANETGOOD TECHNOLOGIES, INC. AND SUBSIDIARY
                         (formerly BrowseSafe.com, Inc.)
                          (A Development Stage Company)

                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>

                                                                    Three Months
                                                                   Ended June 30,


                                                                2000            1999

<S>                                                                 <C>           <C>
REVENUES                                                            $1,778        $

COST OF GOODS SOLD                                                     593          -
                                                                ----------       --------
GROSS MARGIN                                                         1,185          -
                                                                 ---------       --------


MARKETING, GENERAL AND ADMINISTRATIVE
     Product development and internet expenses                       1,580             495
     Marketing and advertising                                       4,152           1,447
     Payroll expenses                                              413,256          77,364
     Legal and professional                                        313,419          25,492
     Non-cash consulting services - Note 10                      1,171,369           -
     Hardware lease expense                                         21,841          45,642
     Contract termination
     Depreciation and amortization                                  31,021          14,170
     Interest expense                                                2,117           4,302
     Other general and administrative expenses                     117,055           5,281
                                                              ------------       ---------
         Total General and Administrative                        2,075,810         174,193
                                                               -----------       ---------
Net Loss before Income Taxes                                    (2,074,625)       (174,193)

INCOME TAXES                                                       -                 -
                                                               -----------       ---------

NET LOSS                                                       $(2,074,625)      $(174,193)
                                                             =============       =========

NET LOSS PER COMMON SHARE                                          $0.0840         $0.0138
                                                             ==============      =========

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING                   24,687,837      12,625,231
                                                             =============      ==========

</TABLE>

                     Unaudited Interim Financial Statements


<PAGE>



                  PLANETGOOD TECHNOLOGIES, INC. AND SUBSIDIARY

                         (formerly BrowseSafe.com, Inc.)

                          (A Development Stage Company)

                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
                                                                                               Period from
                                                                                           February 10, 1998
                                                                     Six Months               (Inception) to
                                                                   Ended June 30,                June 30,
                                                                2000            1999               2000

<S>                                                                 <C>           <C>              <C>
REVENUES                                                            $1,778        $                $1,778

COST OF GOODS SOLD                                                     593        -                   593
                                                                ----------    ------------      ---------

GROSS MARGIN                                                         1,185        -                 1,185
                                                                ----------    -------------     ---------


MARKETING, GENERAL AND ADMINISTRATIVE
     Product development and internet expenses                       2,212           1,445        121,624
     Marketing and advertising                                      10,268           6,403        314,076
     Payroll expenses                                              583,517         167,839      1,081,599
     Legal and professional                                        495,342          29,312        693,693
     Non-cash consulting services - Note 10                      3,483,869                      3,515,119
     Hardware lease expense                                         33,988          56,645        110,871
     Contract termination                                                                         200,000
     Depreciation and amortization                                  52,856          28,288        114,683
     Interest expense                                               11,952           7,597        105,192
     Other general and administrative expenses                     167,432          12,429        340,304
                                                              ------------      ----------     ----------
         Total General and Administrative                       4,841,436         309,958       6,597,161
                                                               -----------       ---------     ----------

Net Loss before Income Taxes                                   (4,840,251)       (309,958)     (6,595,976)

INCOME TAXES                                                      -               -                  -
                                                           ---------------     -----------     ----------

NET LOSS                                                      $(4,840,251)      $(309,958)    $(6,595,976)
                                                             =============     ===========   ============

NET LOSS PER COMMON SHARE                                          $0.2175        $0.0260         $0.4492
                                                           ================  =============   ============

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING                  22,249,178      11,916,552      14,684,022
                                                            ==============     ===========    ===========

</TABLE>

                     Unaudited Interim Financial Statements


<PAGE>


                  PLANETGOOD TECHNOLOGIES, INC. AND SUBSIDIARY
                         (formerly BrowseSafe.com, Inc.)
                          (A Development Stage Company)

           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
       Period from February 10, 1998 (date of inception) to June 30, 2000
<TABLE>

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

Capital contributions from members
<S>                                     <C>          <C>          <C>        <C>           <C>            <C>
     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
     Technology, Inc.in exchange
     for 11,200,000 shares
     of BrowseSafe Technology, 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
     1,537,346 shares of common
     stock                                               1,537      151,067                                 152,604

Net loss                                        -          -            -          -       (1,214,305)   (1,214,305)
                                     ----------------------------------------------------------------- ------------


</TABLE>

                     Unaudited Interim Financial Statements


<PAGE>


<TABLE>

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

<S>                                                    <C>        <C>            <C>      <C>             <C>
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 for the quarter ended
     March 31, 2000                          -            -           -            -      (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

Issuance of 335,909 shares of
    common stock for services                              336      624,267                                 624,603

Issuance of 100,000 shares of
    common stock upon exercise of
    warrants                                               100      160,213     (20,313)                    140,000

Cancellation of 2,738,000 shares of
    common stock                                        (2,738)       2,738                                       -

Net loss for the quarter ended June
     30, 2000                                -          -              -            -     (2,074,625)   (2,074,625)
                                     -------------  --------------  ----------  --------  -----------  ------------

BALANCE AT JUNE 30, 2000 (UNAUDITED) $       -         $23,523   $7,842,867   $1,458,281 $(6,595,976)   $2,728,695
                                     ================ ========  ===========  =========== ============   ==========

</TABLE>

                  Unaudited Interim Financial Statements


<PAGE>

                  PLANETGOOD TECHNOLOGIES, INC. AND SUBSIDIARY
                         (formerly BrowseSafe.com, Inc.)
                          (A Development Stage Company)
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>

                                                                                                Period from February
                                                                         Six Months             10,1998(Inception)to
                                                                       Ended June 30,                    June 30,
                                                                 2000                  1999              2000
OPERATING ACTIVITIES
<S>                                                        <C>                     <C>             <C>
     Net loss                                              $(4,840,251)            $(309,958)      $(6,595,976)
     Adjustments to reconcile net loss to net
     cash (used) by operating activities:
         Depreciation and amortization                           52,856                28,288           114,682
         Noncash consulting services                          3,483,869                               3,515,119
         Noncash settlement                                                                             200,000
         Interest expense attributable to beneficial
            conversion feature of debentures                                                             66,667
   (Increase) decrease in certain current assets:
         Accounts receivable                                   (21,400)                                (21,400)
         Inventories                                                                    6,889
         Prepaid expenses and other                            (36,747)                  (54)          (91,697)
     Increase (decrease) in certain current liabilities:
         Accounts payable                                      (80,477)                19,790           267,965
         Accrued payroll and related expenses                  (26,562)                62,211           101,313
         Payable to related party                             (105,847)                10,854
         Deferred revenue                                       19,552            -                      19,552
                                                      ----------------- --------------------- -----------------
              Net Cash (Used) by Operating Activities       (1,555,007)             (181,980)       (2,423,775)
                                                          ------------        ---------------    --------------

INVESTING ACTIVITIES

     Cash purchases of office equipment and
         leasehold improvements                               (314,266)                 (636)         (344,798)
     Increase in deposits                                       (7,588)                                (31,622)
     Cash paid for web design costs                            (40,000)                               (140,860)
     Cash paid for product development costs                -                        (16,684)          (78,950)
                                                  ---------------------       ---------------    --------------
              Net Cash (Used) by Investing Activities         (361,854)              (17,320)         (596,230)
                                                        ---------------       ---------------     -------------

FINANCING ACTIVITIES

     Proceeds from notes payable                                                       43,000           194,389
     Repayments of notes payable                              (176,389)               (10,000)         (194,389)
     Payments on capital lease                                 (16,518)                                 (27,039)
     Borrowings on line of credit                                                      95,542           198,944
     Payments on line of credit                               (198,944)                (1,608)         (198,944)
     Proceeds from debentures                                                                           152,604
     Proceeds from issuance of common stock                   3,160,000                77,383         3,562,203
     Contributed capital                                    -                        -                  190,000
                                                    -------------------      ----------------    -------------
              Net Cash Provided by Financing                  2,768,149               204,317         3,877,768
                                                          -------------          ------------     ------------

NET INCREASE IN CASH                                            851,288                 5,017           857,763

CASH

     Beginning of Period                                          6,475                   418              -
                                                      -----------------      ----------------          --------
     End of Period                                             $857,763                $5,435          $857,763
                                                         ==============        ==============          ========

SUPPLEMENTAL DISCLOSURES

     Cash paid for interest                                     $13,867                $1,297           $36,747
     Noncash investing and financing activities:
         Assets acquired through capital lease                                                           74,145
         Conversion of debentures to common stock                                                       152,604
         Stock issued in repayment of accounts payable            2,728                                   2,728
         Stock and warrants issued for consulting services    2,691,875                               1,635,350
         Issuance of stock accrued                              337,500
         Stock to be issued for consulting services              35,625                                  35,625
</TABLE>

                     Unaudited Interim Financial Statements


<PAGE>




                  PLANETGOOD TECHNOLOGIES, INC. AND SUBSIDIARY
                         (formerly BrowseSafe.com, Inc.)
                          (A Development Stage Company)

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

     In the opinion of the  management  of  PlanetGood  Technologies,  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 PlanetGood  Technologies,  Inc. and its
wholly owned subsidiary,  BrowseSafe Technology,  Inc., as of June 30, 2000, and
the results of their  operations  and their cash flows for the  three-month  and
six-month periods ended June 30, 2000 and 1999, and for the period from February
10, 1998 (date of inception) to June 30, 2000. The results of operations for any
interim period are not necessarily indicative of the results for the year. These
interim  unaudited   consolidated   financial   statements  should  be  read  in
conjunction with PlanetGood  Technologies,  Inc.'s annual consolidated financial
statements  and related notes in the Company's  Annual Report on Form 10-KSB for
the year ended December 31, 1999.

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

         Effective   July  20,  2000,   the  Company's  name  was  changed  from
BrowseSafe.com,  Inc.  to  PlanetGood  Technologies,  Inc.  and the  Articles of
Incorporation were amended to increase the number of authorized shares of common
stock to 85,000,000 and to authorize 15,000,000 shares of preferred stock.

NOTE 2 - REORGANIZATION AND SHARE EXCHANGE

         In July  1998,  BrowseSafe  Technology,  Inc.,  the  current  operating
subsidiary of the Company, 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.
<PAGE>

          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.

    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 thereunder.  The Share Exchange Agreement 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. was
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  unaudited  consolidated  financial  statements  have been prepared
assuming  that the Company will continue as a going  concern.  The Company has a
limited operating history and has sustained losses since inception.  The Company
experienced  negative  cash  flow  from  operations  aggregating   approximately
$1,555,000  for the  six-month  period  ended June 30,  2000.  As a result,  the
Company has had to rely  principally  on private  equity funding to continue its
activities.
<PAGE>

         On March 14, 2000,  the Company  entered into an  Investment  Agreement
with  Swartz  Private  Equity,  LLC for the 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.  The  Company  intends to file the
Registration  Statement on the  appropriate  form with the Security and Exchange
Commission  in the near future.  Regardless of when the  Registration  Statement
becomes  effective and the Company becomes  entitled to exercise its Put Rights,
the Company will need additional  cash to continue to fund its  operations.  The
Company  currently is in discussions  with several third parties with respect to
obtaining  equity or debt  financing.  The Company  will not be able to continue
operations without obtaining such interim financing.

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 on a royalty
basis.  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;  notwithstanding  the above,  royalty payments will not exceed in the
aggregate  $200,000.  As of June 30,  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 believes it has meritorious defenses  and 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 in lieu of the payment.

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>

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  also  agreed  to  pay a  consultant  a 4%  fee  for  this
transaction.  The consultant  was issued 360,000 shares of the Company's  common
stock for this transaction and will be paid 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.

        Based on current volume levels of trading in the Company's common stock,
the  Company  will  not be able to raise a  sufficient  amount  pursuant  to the
Investment  Agreement on a continual  basis to support current  operations.  The
Company is currently  negotiating with third parties to raise additional  equity
or debt financing to sustain ongoing operations.

NOTE 9 - OTHER

         In  February  2000,   the  Company   entered  into  an  agreement  with
GenesisTank.com,  formerly known as California  Applied  Research,  Inc.,  under
which Genesis Tank 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).

         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 issued 36,000 shares to
this  consultant and remitted  $30,000.  The Company  estimated the value of the
stock to be approximately $160,000.

        In March,  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 June 30,  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.

        In  March,  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,  and the
stock  was  issued.  At June 30,  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>

        In March,  2000,  the Company  entered into a contract with a consultant
for advisory services. The contract requires a monthly fee of $10,000,  issuance
of  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 June 30,  2000,
$1,035,000 is included in prepaid consulting fees.

         In May 2000,  the Company  entered  into a six-month  agreement  with a
consultant  to develop,  implement  and  maintain an on-going  market  awareness
program.  The Company  issued  200,000  shares of the Company's  common stock as
compensation for this agreement.  The consultant is fully vested in the stock as
of the contract  date. The Company has valued the stock at $375,000 based on its
quoted market price on the contract date. At June 30, 2000, $312,500 is included
in prepaid consulting fees.

         In May 2000, the Company entered into a business development  agreement
with two  individuals  to  provide  business  contacts  and  business  structure
consulting.  The Company issued 100,000 shares of the Company's  common stock as
compensation  for this agreement.  The consultants are fully vested in the stock
as of the contract  date.  The Company valued the stock at $187,500 based on its
quoted market price on the contract date. At June 30, 2000, $160,714 is included
in prepaid consulting fees.

         In June 2000,  the Company  entered into a six-month  agreement  with a
consulting  firm to  provide  corporate  and  investor  relation  services.  The
agreement  required  the Company to issue  56,000  shares of its common stock as
compensation.  The  consulting  firm is  fully  vested  in the  stock  as of the
contract  date.  The Company  valued the stock at $95,000  based on the value of
services  stated in the  agreement.  At June 30,  2000,  the  Company had issued
35,000 shares to the consulting  firm.  The remaining  shares were issued to the
consulting  firm in July of 2000.  At June 30,  2000,  $79,167  is  included  in
prepaid consulting fees.

        In June  2000,  the  Company  issued  a  warrant  to a  European  market
awareness firm. The warrant  provides for the purchase of up to 2,500,000 shares
of the Company's common shares for $2 per share on or before October 1, 2000.

         In July 2000, the Company  issued a warrant to purchase  150,000 common
shares to a company affiliated with Swartz Private Equity, LLC for arranging the
financing with the European  market  awareness  firm. The exercise price for the
warrant is $2.00 per share,  subject to revision every six months,  and the term
of the warrant is for a period of five years.

NOTE 10 - PREPAID CONSULTING EXPENSES

         As  described in Note 9, the Company has entered  into  consulting  and
advisory  contracts  with various  third party  consultants.  The  $1,670,975 of
prepaid  consulting  expenses at June 30,  2000,  represents  the value of stock
exchanged for these services.  The consulting  contracts expire at various times
through December 31, 2000. The consulting fees are being expensed over the terms
of the agreements.

Forward Looking Statement

        This Report on Form 10-QSB includes  "forward  looking"  statements that
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.
<PAGE>

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

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

         We incurred a net loss of  $6,595,976  from  February 10, 1998 (date of
inception)  through June 30, 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.

Comparison of June 30 fiscal periods

         Total expenses increased from $174,193 and 309,958 for the three months
and six months ended June 30, 1999 to  $2,075,810  and  $4,841,436  for the same
period in 2000. The increase in expenses relates to increased payroll, financing
activities  and  professional  fees in 2000,  including  $3,483,869  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
and six months  ended June 30, 1999 to $62,373 and $105,150 for the three months
and the six months ended June 30, 2000.  The increase was  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 $2,117 and $11,952 for the three months and the six
months ended June 30, 2000 increased over interest  expense of $4,302 and $7,597
for the three months and the six months ended June 30, 1999. The increase in the
six-month  period was caused by a capital  lease  entered  into in late 1999 and
increased activity on bank debt, which was repaid in February 2000. The decrease
in the  three-month  period was caused by the repayment of bank debt in February
2000.

         For the  three-month  period  ended  June  30,  2000,  we had a loss of
$2,074,625  as compared to a loss of $174,193 for the same period in 1999.  This
increase was a result of higher general and administrative  expenses  (including
an  increase  in payroll  and  payroll-related  costs) and  non-cash  consulting
expenses of $1,171,369.

         For  the  six-month  period  ended  June  30,  2000,  we had a loss  of
$4,840,251  as compared to a loss of $309,958 for the 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 $3,483,869.
<PAGE>

         As of June 30,  2000,  we had  obtained  equity and debt  financing  of
approximately  $4,298,000 since our inception, and we had invested approximately
$419,000 in equipment  (including  equipment  subject to a capitalized  lease of
$74,000). We have also invested  approximately  $141,000 in capitalized Web site
development costs and approximately  $79,000 in capitalized  product development
costs.

         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.

Investor Relations Team

         During the second  quarter we  entered  into  contracts  with a team of
Investor  Relations  Specialists for a market awareness  program for the Company
and the PlanetGood product.  The agreements were with Corporate Identities Inc.,
who received 56,000 shares valued at $95,000,  and Tradeway  Consulting Inc.,who
received 200,000 shares valued at $375,000.  Corporate  Identities was also paid
$40,000  in cash to  produce  a  financial  website  which  can be  accessed  at
www.planetgoodinfo.com,  and  for an ad  campaign  which  is  intended  for  the
branding of the PlanetGood product.

Corporate Development

         During  the  second  quarter we  entered  into an  agreement  with John
Thompson and Karl Flowers of Thompson, Flowers and Associates, pursuant to which
they each received 50,000 shares valued at a total of $187,500.  Pursuant to the
agreement,  they are responsible for finding and cultivating those companies who
have products and services that have synergy with the PlanetGood product and the
Company.

Private Label ISP

         As of June 30, 2000, programming was being completed for dial up access
for some of the companies that the Company currently has under signed contracts.
We began  signing up customers in July. A press  release was issued on August 1,
2000, announcing the kickoff for the CyberCross.net, advertising and promotional
campaign.  In addition to  CyberCross,  the Gospel Music  Television  Network is
currently  shipping  CD's and will be starting a 3-year $30 Million  advertising
campaign aimed at its  subscribers  and other cable  television  viewers.  Other
ISP's   expected  to  begin  signing  up  customers  in  August  are  Praisenet,
JustBrowseIt,  Native Nation and City Source.  AchievementYou.com is expected to
go on-line in September 2000.

Additional Capital Requirements

         We believe our current cash reserves  (which came from the  GenesisTank
financing)  will be  sufficient  to fund  operations at our current and expected
levels  only  through  the  end of  September,  2000.  We will  need  to  obtain
additional  short term financing  prior to our ability to obtain funds under the
Investment  Agreement with Swartz.  However,  we have no written  commitment for
additional  financing  with any  party,  and there is no  assurance  that we can
obtain additional financing in amounts and on terms that are satisfactory to us.
If we are not able to obtain  additional  financing in the near future,  we will
have to curtail sharply our operations and, ultimately cease all activities.
<PAGE>

         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 (i) interim equity or debt financing and (ii) 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.  Based on the  current  volume of
trading in our common  shares,  we will not be able to  utilize  the  Investment
Agreement with Swartz to obtain sufficient funds to continue  operations on an
ongoing basis.

         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 recently  began  actively  marketing our products and services
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,
together  with  any  interim  equity  or debt  financing  that we are  currently
seeking,  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.

Employees

         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.

         The Company is  currently in  litigation,  a  description  of which was
provided  under Item 1 of the  Company's  Quarterly  Report on Form 10-Q for the
period ended March 30, 2000.

Item 2.           Change in Securities.

         (c)      Sales of Unregistered Securities.

         During the quarter ended June 30, 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.


<PAGE>

         Corporate Identities, Inc.

         On June 1, 2000,  the Company  entered into a Website  Development  and
Corporate Awareness Services Agreement with Corporate Identities,  Inc., whereby
we agreed to pay  $40,000 in cash and agreed to issue them  35,000 of our common
shares in exchange for services they agreed to provide to us in connection  with
designing  and  implementing  a  corporate  due  diligence  Website  and related
marketing services.  On or about July 10, 2000, the Company issued an additional
21,000 shares to Corporate  Identities for services  provided and to be provided
under the agreement. This agreement has a six-month term.

         Tradeway Consulting, Inc.

         On  May  23,  2000,   we  entered  into  an  Agreement   for  Financial
Communication  Services  with  Tradeway  Consulting,  Inc.  whereby that company
agreed to provide us with a market awareness  program and related services for a
period of six months in exchange for 200,000 of our common shares.

         Karl Flowers and John Thompson

         On May 23, 2000, we entered into a Financial  Services  Agreement  with
Karl  Flowers and John  Thompson  whereby they agreed to provide us with various
consulting and financial  advisory services until December 31, 2000, in exchange
for 50,000 common shares each.




         Global Marketing, G.M., L.T.D.A.

         In June 2000, the Company issued a warrant to purchase 2,500,000 common
shares to Global Marketing,  G.M.,  L.T.D.A.  at $2.00 per share in exchange for
certain product marketing services to be provided by that company outside of the
United  States.  The warrant is exercisable in whole or in part until October 1,
2000.

         Dunwoody Brokerage Services, Inc.

         Pursuant to an Investment  Banking Services  Agreement between Dunwoody
Brokerage Services,  Inc. d/b/a Swartz Institution Finance and the Company dated
February  29,  2000,  the Company  issued a warrant to purchase  150,000  common
shares to Dunwoody  Brokerage  Services,  Inc.. The warrants may be exercised at
$2.00 per  share,  and the term of the  warrant  is for a period of five  years.
Pursuant to the Investment Banking Services  Agreement,  this warrant was issued
to Dunwoody Brokerage  Services,  Inc. as a finder in connection with the Global
Marketing transaction described above.
<PAGE>

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

                 (a)      A Special Meeting of the Company's shareholders was
                          held on June 30, 2000.

                 (b)      The following matters were voted upon at the Special
                          Meeting:

<TABLE>
                                                                             Against
                                                                                or                        Broker
                                 Description                       For       Withheld      Abstain       Non-Votes
                                 -----------                       ---       --------      -------       ---------
<S>              <C>                                          <C>            <C>           <C>           <C>
                 (1) Amendment to Articles of Incorporation
                     to increase the authorized capital stock
                     from 25 million to 85 million shares of
                     common stock and to authorize 15 million
                     shares of preferred stock                  17,649,869     2,800           0              0

                 (2) Amendment to Articles of Incorporation
                     to change name from BrowseSafe.com, Inc.
                     to PlanetGood Technologies, Inc.           17,652,669       0             0              0

                 (3) Adoption of Stock Option Plan              17,643,769       600        8,300             0
</TABLE>

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

                  (a)      Exhibits.

                          3.1      Amendment to Articles of Incorporation
                          10.1     Business Development Agreement with Karl
                                   Flowers and John Thompson dated May 23, 2000
                          10.2     Agreement for Financial Communication
                                   Services with Tradeway Consulting, Inc.
                                   dated May 23, 2000
                          10.3     Web Site Development and Corporate Awareness
                                   Services Agreement with Corporate Identities,
                                   Inc.dated June 1, 2000
                          27.1     Financial Data Schedule (June 30, 1999)
                          27.2     Financial Data Schedule (June 30, 2000)

                  (b)      Reports on Form 8-K.

         No  reports on Form 8-K were filed  during the  quarter  ended June 30,
2000.


<PAGE>



                                   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.

                                   PLANETGOOD TECHNOLOGIES, INC.

Date:  August 11, 2000             By /s/ Mark W. Smith
                                      -----------------------
                                      Mark W. Smith,
                                      Chief Executive Officer

Date:  August 11, 2000             By /s/ Gregory P. Urbanski
                                      ------------------------------
                                      Gregory P. Urbanski,
                                      Chief Financial Officer and Treasurer
                                      (Principal Financial and Accounting
                                       Officer)