<PAGE>


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

   (X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934
       For the quarterly period ended December 31, 2001.

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

                        Commission File Number: 000-28391
                                                ---------


                             SourcingLink.net, Inc.
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


         DELAWARE                                   98-0132465
         ---------------------------                ------------------
         (State or other jurisdiction               (IRS Employer
         of incorporation or organization)          Identification No.)


            16855 WEST BERNARDO DRIVE, SUITE 260, SAN DIEGO, CA 92127
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (858) 385-8900

--------------------------------------------------------------------------------
                           (Issuer's telephone number)


--------------------------------------------------------------------------------
   (Former name, former address and former fiscal year, if changed since last
                                    report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

                                   X  YES          NO
                                  ---          ---

Shares of Common Stock outstanding as of February 11, 2002: 8,146,050 shares

<PAGE>



                             SourcingLink.net, Inc.

                                    CONTENTS
<TABLE>
<CAPTION>
                                                                                                      Page
PART I            FINANCIAL INFORMATION
<S>               <C>                                                                                 <C>
Item 1            Financial Statements

                      Consolidated Condensed Balance Sheets as of
                      December 31, 2001 (unaudited) and March 31, 2001                                   3

                      Consolidated Condensed Statements of Operations
                      for the three and nine months ended December 31, 2001
                      and 2000 (unaudited)                                                               4

                      Consolidated Condensed Statements of Cash Flows
                      for the nine months ended December 31, 2001 and 2000 (unaudited)                   5

                      Notes to Unaudited Consolidated Condensed Financial Statements                     6

Item 2            Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                                              7

PART II           OTHER INFORMATION

Item 6            Exhibits and Reports on Form 8-K                                                       14

                  Signature                                                                              15
</TABLE>

                                       2

<PAGE>



PART I FINANCIAL INFORMATION

Item 1 Financial Statements

                             SourcingLink.net, Inc.
                     Consolidated Condensed Balance Sheets

<TABLE>
<CAPTION>



                                                                             December 31,                  March 31,
ASSETS                                                                           2001                         2001
                                                                           --------------                -------------
<S>                                                                        <C>                           <C>
Current assets:                                                              (Unaudited)
  Cash and cash equivalents                                                $    2,307,000                $   4,076,000
  Accounts receivable, net                                                        434,000                      353,000
  Other current assets                                                             90,000                      135,000
                                                                           --------------                -------------
    Total current assets                                                        2,831,000                    4,564,000

Property and equipment, net                                                       529,000                      523,000
Other non-current assets                                                           54,000                       54,000
                                                                           --------------                -------------
    Total assets                                                           $    3,414,000                   $5,141,000
                                                                           ==============                =============

LIABILITIES
Current liabilities:
  Accounts payable and accrued liabilities                                 $    1,071,000               $    1,226,000
  Deferred revenue and other                                                      283,000                      225,000
                                                                           --------------               --------------
    Total current liabilities                                                   1,354,000                    1,451,000

STOCKHOLDERS' EQUITY
Common stock                                                                        8,000                        8,000
Additional paid in capital                                                     24,132,000                   24,127,000
Accumulated deficit                                                           (22,159,000)                 (20,532,000)
Cumulative foreign currency translation adjustments                                79,000                       87,000
                                                                           --------------                -------------
    Total stockholders' equity                                                  2,060,000                    3,690,000
                                                                           --------------                -------------
     Total liabilities and stockholders' equity                            $    3,414,000                $   5,141,000
                                                                           ==============                =============
</TABLE>


   The accompanying notes are an integral part of these consolidated condensed
                             financial statements.




                                       3

<PAGE>

                             SourcingLink.net, Inc.
                Consolidated Condensed Statements Of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                  Three months ended December 31,               Nine months ended December 31,
                                                ----------------------------------         ---------------------------------------
                                                    2001                   2000                2001                       2000
                                                -----------            -----------         ------------                -----------
<S>                                             <C>                    <C>                 <C>                         <C>
Revenue:
  Professional services                         $ 1,001,000            $ 1,113,000          $ 2,810,000                $ 2,414,000
  Subscribers                                        10,000                 97,000               37,000                    419,000
                                                -----------            -----------          -----------                -----------
                                                  1,011,000              1,210,000            2,847,000                  2,833,000

Cost of revenue:
  Professional services                             339,000                330,000              882,000                    639,000
  Subscribers                                        56,000                 66,000              172,000                    577,000
                                                -----------            -----------          -----------                -----------
                                                    395,000                396,000            1,054,000                  1,216,000

Gross profit                                        616,000                814,000            1,793,000                  1,617,000

Operating expenses:
  Selling, general and
   administrative                                 1,021,000                749,000            2,899,000                  2,343,000
  Product development                               194,000                192,000              574,000                    760,000
  Amortization of warrants
   issued to strategic partners                          -                   7,000                  -                      199,000
                                                -----------            -----------          -----------                -----------
Total operating expenses                          1,215,000                948,000            3,473,000                  3,302,000

Operating loss                                     (599,000)              (134,000)          (1,680,000)                (1,685,000)

Other expense, net                                  (11,000)                (5,000)             (27,000)                    (6,000)
Interest income                                      16,000                 56,000               80,000                    194,000
                                                -----------            -----------          -----------                -----------
Net loss                                        $  (594,000)           $   (83,000)         $(1,627,000)               $(1,497,000)
                                                ===========            ===========          ===========                ===========

Net loss per share (basic and                   -----------            -----------          -----------                -----------
diluted)                                        $     (0.07)           $     (0.01)         $     (0.20)               $     (0.19)
                                                ===========            ===========          ===========                ===========

Weighted average number of shares
used in per share calculation (basic
and diluted)                                      8,141,000              8,069,000            8,138,000                  8,065,000
                                                ===========            ===========          ===========                ===========
</TABLE>


   The accompanying notes are an integral part of these consolidated condensed
                              financial statements.


                                       4

<PAGE>

                             SourcingLink.net, Inc.
                 Consolidated Condensed Statements of Cash Flows

                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                                 Nine months ended December 31,
                                                                                           ----------------------------------------
                                                                                                2001                       2000
                                                                                           ------------                ------------
<S>                                                                                        <C>                         <C>
Cash flows from operating activities:
  Net loss                                                                                 $ (1,627,000)               $ (1,497,000)
Adjustments to reconcile net loss to net cash used in operating activities:
  Depreciation and amortization expense                                                         244,000                     181,000
  Unrealized exchange loss                                                                        3,000                       2,000
  Loss on retirement of fixed assets                                                              1,000                         -
  Amortization of stock-based compensation                                                          -                       199,000
  Changes in operating assets and liabilities - net                                            (133,000)                   (880,000)
                                                                                           ------------                ------------
    Net cash used in operating activities                                                    (1,512,000)                 (1,995,000)
                                                                                           ------------                ------------

Cash flows from investing activities:
  Purchases of fixed assets                                                                    (251,000)                   (329,000)
  Purchases of short-term investments                                                          (499,000)                        -
  Maturities of short-term investments                                                          499,000                   1,955,000
                                                                                           ------------                ------------
    Net cash provided by (used in) investing activities                                        (251,000)                  1,626,000
                                                                                           ------------                ------------

Cash flows from financing activities:
  Proceeds from exercise of stock options                                                           -                        29,000
  Proceeds from issuance of common stock                                                          5,000                      22,000
                                                                                           ------------                ------------
    Net cash provided by financing activities                                                     5,000                      51,000
                                                                                           ------------                ------------

Effect of exchange rate changes on cash                                                         (11,000)                     (3,000)
                                                                                           ------------                ------------
    Net decrease in cash and cash equivalents                                                (1,769,000)                   (321,000)

Cash and cash equivalents, beginning of the period                                            4,076,000                   3,870,000

                                                                                           ------------                ------------
Cash and cash equivalents, end of the period                                               $  2,307,000                $  3,549,000
                                                                                           ============                ============
</TABLE>


              The accompanying notes are an integral part of these
                  consolidated condensed financial statements.

                                       5

<PAGE>

                             SourcingLink.net, Inc.
         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

1.  Basis of presentation:
--------------------------

The interim consolidated condensed financial statements of SourcingLink.net,
Inc. ("SourcingLink" or the "Company") are unaudited and reflect all adjustments
(consisting only of normal recurring adjustments), which are, in the opinion of
management, necessary for a fair presentation, in all material respects, of the
financial position and operating results of the Company for the interim periods.
The results of operations for the three and nine months ended December 31, 2001
are not necessarily indicative of the results to be expected for the entire
fiscal year ending March 31, 2002. The year-end balance sheet data at March 31,
2001 was derived from the audited financial statements.

The consolidated condensed financial statements include the accounts of
SourcingLink.net, Inc. and its wholly-owned subsidiary. All significant
intercompany transactions and account balances have been eliminated in
consolidation.

This financial information should be read in conjunction with the audited
financial statements and notes thereto included in the Company's Form 10-KSB for
the fiscal year ended March 31, 2001.

2.  Computation of net loss per share:
--------------------------------------

Net loss per share is presented on a basic and diluted basis. Basic earnings
(loss) per share is computed by dividing the income (loss) by the weighted
average number of shares of Common Stock outstanding for the period. Diluted
earnings per share are computed by giving effect to all dilutive potential
shares of Common Stock that were outstanding during the period. For the Company,
dilutive potential shares of Common Stock consist of incremental shares of
Common Stock issuable upon the exercise of stock options and warrants for all
periods and conversion of preferred stock for the three and nine months ended
December 31, 2000.

Basic and diluted earnings (loss) per share are calculated as follows for the
three and nine months ended December 31, 2001 and 2000 (unaudited):
<TABLE>
<CAPTION>


                                  Three months ended December 31,         Nine months ended December 31,
                               ------------------------------------    -----------------------------------
Basic and diluted:                2001                     2000           2001                     2000
                               -----------             ------------    ------------           ------------
<S>                            <C>                     <C>             <C>                    <C>
Net loss                       $  (594,000)            $   (83,000)    $ (1,627,000)          $ (1,497,000)
                               ===========             ===========     ============           ============

Weighted average shares
outstanding for the period       8,141,000               8,069,000        8,138,000              8,065,000

Net loss per share             $     (0.07)            $     (0.01)    $      (0.20)          $      (0.19)
                               ===========             ===========     ============           ============
</TABLE>

At December 31, 2001, the Company had 1,144,000 options and 742,000 warrants
outstanding to purchase shares of Common Stock compared to 711,000 options and
754,000 warrants outstanding at March 31, 2001. These options and warrants were
not included in the computation of diluted earnings per share because their
inclusion would be anti-dilutive.

3.  Comprehensive loss:
-----------------------

Comprehensive loss for the three months ended December 31, 2001 and 2000 was
$595,000 and $85,000, respectively. For the nine months ended December 31, 2001
and 2000 the comprehensive loss was $1,635,000 and $1,498,000, respectively. The
difference between comprehensive loss and net loss is the treatment of
cumulative foreign currency translation adjustments.

                                       6

<PAGE>

4.  Recent pronouncements:
-------------------------

In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement
No. 141, "Business Combinations" and Statement No. 142, "Goodwill and Other
Intangible Assets" ("FAS 141" and "FAS 142", respectively). FAS 141 replaces
Accounting Principles Board Opinion No. 16 and eliminates pooling-of-interests
accounting prospectively. It also provides guidance on purchase accounting
related to the recognition of intangible assets and accounting for negative
goodwill. FAS 142 changes the accounting for goodwill from an amortization
method to an impairment-only approach. Under FAS 142, goodwill will be tested
annually and whenever events or circumstances occur indicating that goodwill
might be impaired. FAS 141 and FAS 142 are effective for all business
combinations completed after June 30, 2001. Upon adoption of FAS 142,
amortization of goodwill recorded for business combinations consummated prior to
July 1, 2001 will cease, and intangible assets acquired prior to July 1, 2001
that do not meet the criteria for recognition under FAS 141 will be reclassified
to goodwill. Companies are required to adopt FAS 142 for fiscal years beginning
after December 15, 2001. The Company will adopt FAS 142 on April 1, 2002. In
connection with the adoption of FAS 142, the Company will be required to perform
a transitional goodwill impairment assessment. The Company has not yet
determined the impact these standards will have on its results of operations and
financial position, and it believes that any impact will not be material.

On October 3, 2001, the FASB issued Statement of Accounting Standards No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets" ("FAS 144").
FAS 144 supersedes FAS 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of." FAS 144 applies to all long-lived
assets (including discontinued operations) and consequently amends Accounting
Principles Board Opinion No. 30, "Reporting Results of Operations-Reporting the
Effects of Disposal of a Segment of a Business." FAS 144 develops one accounting
model for long-lived assets that are to be disposed of by sale. FAS 144 requires
that long-lived assets that are to be disposed of by sale be measured at the
lower of book value or fair value less cost to sell. Additionally, FAS 144
expands the scope of discontinued operations to include all components of an
entity with operations that (1) can be distinguished from the rest of the entity
and (2) will be eliminated from the ongoing operations of the entity in a
disposal transaction. FAS 144 is effective for the Company for fiscal years
beginning after December 15, 2001.

Item 2   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

Certain statements contained in this Report, including, without limitation,
statements containing the words "may," "will," "believes," "anticipates,"
"expects" or the negative or other variations thereof or comparable terminology,
constitute "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. In addition, any statements that refer to expectations,
projections, or other characterizations of future events or circumstances are
forward-looking statements. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of SourcingLink to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. These factors include, but are not limited to,
the factors discussed under the caption "Risk Factors" below, and are discussed
in more detail in the "Risks Related to Our Business" and "Risks Related to Our
Industry" sections of SourcingLink's Annual Report on Form 10-KSB for the fiscal
year ended March 31, 2001. Given these uncertainties, readers are cautioned not
to place undue reliance on such forward-looking statements. SourcingLink
disclaims any obligation to update any such factors or to announce publicly the
results of any revisions of the forward-looking statements contained or
incorporated by reference herein to reflect future events or developments.

Overview

SourcingLink provides comprehensive merchandise sourcing solutions for the
retail industry. Our Internet-based hosted solution, branded
MySourcingCenter(TM), addresses the pre-order phase of business-to-business
merchandise sourcing. MySourcingCenter provides immediate connectivity between
retail merchandise buyers and their suppliers worldwide. The solution organizes
and automates a broad range of sourcing activities, improving productivity and
reducing costs and buying lead-times. For merchandise suppliers,
MySourcingCenter provides a sales tool to expand market reach, enhance existing
trading relationships, and reduce costs. SourcingLink provides complementary
enablement and strategic sourcing services for retail buyers and their
suppliers. Strategic sourcing services involves a methodology and process for
providing savings to retailers through auction-based trading events.
MySourcingCenter enablement services includes the training of buyers and
suppliers on Internet-based business-to-business tools and exchanges to bring
buyers and suppliers together in on-line environments.

                                       7

<PAGE>

In March 2000, SourcingLink entered into a services contract with Paris,
France-based Carrefour S.A. (the "Carrefour contract"). The agreement with
Carrefour, one of the world's largest retailers, provides that SourcingLink will
receive a minimum of $9 million for services to be performed over a three-year
period which began April 1, 2000. The Carrefour contract followed an
announcement by Carrefour that it, Sears, Roebuck & Co. and Oracle Corporation
were forming a new company named GlobalNetXchange ("GNX"), for the purpose of
connecting electronically and facilitating certain merchandise buying activities
with suppliers worldwide. Under the Carrefour contract, the Company is assisting
Carrefour with its implementation of GNX functionality and processes.

The majority of the Company's revenue is derived from services performed under
the Carrefour contract. The Company is actively pursuing subscribers for its
MySourcingCenter solution, as well as additional customers for its professional
services. During the third quarter, the Company announced an agreement with the
WorldWide Retail Exchange, or WWRE, under which the Company's professional
services can be marketed jointly and sold by the WWRE to retail members of the
exchange (the "WWRE contract"). In terms of membership, WWRE is the largest
exchange in the retail industry with 59 members around the globe. Work under the
contract is performed under statements of work for the various projects that
arise.

Accumulated Losses

From the Company's inception in 1993 through December 31, 2001, SourcingLink has
incurred net losses of approximately $22.2 million, primarily as a result of
costs to develop technology, to develop and introduce sourcing solutions and
services, to establish marketing and distribution relationships, to recruit,
train and staff a sales and marketing group and to build and staff an
administrative organization. The Company's prospects must be considered in light
of our operating history, and the risks, expenses and difficulties frequently
encountered by companies in their early stage of development, particularly
companies in new, unproven and rapidly evolving markets. The limited operating
history of the Company makes the prediction of future results of operations
difficult or impossible and, therefore, there can be no assurance that the
Company will grow or that it will be able to achieve or sustain profitability.
The Company's success is highly dependent on its ability to execute in a timely
manner its sales and marketing plans, including the expansion of its customer
base, of which no assurance can be made. Additional factors in the Company's
success include the ability to raise additional capital, continued satisfactory
performance under the Carrefour contract, and continued contributions of key
management, consulting, development, sales and marketing, and finance personnel,
certain of whom would be difficult to replace. The loss of the services of any
of the key personnel or the inability to attract or retain qualified management
and other personnel in the future, or delays in hiring required personnel, could
have a material adverse effect on the Company's business, prospects, operating
results or financial condition.

Results of operations for the three and nine months ended December 31, 2001 and
2000

Revenue. Total revenue for the three months ended December 31, 2001 decreased
$199,000, or 16%, to $1,011,000, from $1,210,000 in the three months ended
December 31, 2000. This includes a decrease in Professional Services revenues
for the third quarter of $112,000, to $1,001,000 this year from $1,113,000 in
last year's third quarter, and a decrease in Subscriber revenue of $87,000, to
$10,000 from $97,000 in the same three-month period one year ago. The decrease
in Professional Services revenue for the three-month period is attributable to a
leveling-off in fiscal 2002 of work under the Carrefour contract, a three-year,
$9 million services agreement that began April 1, 2000, from the two peak
quarters that occurred in the second half of fiscal 2001. The reduction in
services revenue from Carrefour was partially offset by revenue from services
performed under our new WWRE contract during the third quarter. The decrease in
Subscriber revenue this year is attributable to two factors. The first factor is
that the majority of the Subscriber revenue last year was from desktop solutions
SourcingLink provided for use by its major customer in managing inspection and
shipping tracking data. Use of these desktop solutions declined over the second
half of fiscal year 2001, and effective at the beginning of this year's first
quarter, the customer moved these applications in-house. Therefore, there is no
revenue from the inspection or shipping tracking applications in this year's
results. The second factor is that a portion of the Subscriber revenue in the
prior year's third quarter is from subscriptions of suppliers that were made
available to SourcingLink by Paris, France-based Promodes. These subscriptions
were for use of an older version of our solution, not our current
MySourcingCenter product. Late in calendar 1999, Promodes was acquired by
Carrefour, and as the buying groups of Promodes were merged into Carrefour, the
number of former Promodes suppliers subscribing to our solution began
decreasing. As of September 2001, the Company discontinued this older version of
our solution. These decreases in revenue from our discontinued Internet-based
products were partially offset by current-year third quarter subscription
revenue from our new MySourcingCenter solution. These subscriptions are from
suppliers of Leroy

                                       8

<PAGE>

Merlin, one of the largest home improvement retailers in Europe. Based on the
success of the first phase of the MySourcingCenter rollout, which occurred in
our fiscal third quarter, Leroy Merlin is proceeding to rollout MySourcingCenter
with all of its buyers and suppliers in its International Purchasing Department.

Total revenue for the nine-month period ended December 31, 2001 increased
$14,000 to $2,847,000, from $2,833,000 in the nine months ended December 31,
2000. This includes an increase in Professional Services revenue for the
nine-month period of $396,000, to $2,810,000 this year from $2,414,000 for the
same period one year ago. This increase was largely offset by a decline in
Subscriber revenue of $382,000, to $37,000 this year from $419,000 in last
year's nine-month period. The increase in Professional Services revenue for the
nine-month periods is primarily attributable to a higher amount of services
provided under the Carrefour contract. Last fiscal year was the initial period
of work on the Carrefour contract, and the level of contract activity was
ramping-up during the first six months of that initial period. In addition, this
year's nine-month period included the first revenue under the WWRE contract. The
decrease in Subscriber revenue during the nine months ended December 31, 2001 as
compared to the same period last year is due to the phasing out of older,
desktop applications as described in the discussion of the third quarter
decline, above.

The Company is working with Europe-based Leroy Merlin on its use of
MySourcingCenter with its buyers and merchandise suppliers. The Company is also
progressing on its plans for initial roll-outs of MySourcingCenter with certain
buyers of other charter retailers, and is pursuing new retail customers with
suppliers that could adopt MySourcingCenter, which is targeted at the home
improvement and hardgoods segments of the retail market. As previously
mentioned, the Company has signed an agreement with the WorldWide Retail
Exchange to provide Professional Services to the retail members of the exchange.
The Company is also pursuing other new retail customers for our Professional
Services offerings.

Due to the Carrefour and WWRE contracts, the Company expects that Professional
Services revenue will continue to comprise a significant portion of the
Company's overall revenue in its fiscal year ending March 31, 2002. For
MySourcingCenter Subscriber revenue, the Company's solution involves marketing
directly to merchandise suppliers, a group that includes small and highly
dispersed target customers thus increasing the difficulty of the sales and
marketing task. In addition, supplier adoption is generally linked to use of
MySourcingCenter by large retail companies, which typically requires the
approval of multiple parties and management levels within the retail
organization, frequently resulting in lengthy sales and implementation cycles.

Cost of Revenue. For the three months ended December 31, 2001, the cost of
revenue was $395,000, nearly unchanged from the $396,000 in the prior year's
three-month period. Total gross profit in the third quarter decreased $198,000
to $616,000, or 61% of revenue, from $814,000, or 67% of revenue, in the three
months ended December 31, 2000. The decrease in gross profit is primarily due to
the decrease in revenue as compared to last year.

For the nine-month period, the cost of revenue decreased $162,000, or 13%, to
$1,054,000 from $1,216,000 last year. In the first nine months of fiscal 2002,
total gross profit increased $176,000 to $1,793,000, or 63% of revenue, from
$1,617,000, or 57% of revenue, in the nine months ended December 31, 2000. For
the year-to-date, there has been a significant reduction in the cost of
Subscriber revenue. The cost of Subscriber revenue in the nine months ended
December 31, 2001 decreased by $405,000, to $172,000 from $577,000 in the same
period last year. This decrease is due to the higher cost of network
infrastructure support and hosting under a prior year agreement with IBM for
such services compared to the Company's current Southern California-based
co-location arrangement for our solution infrastructure that was put in place
effective October 1, 2000. The cost of Professional Services revenue in the
nine-month period increased by $243,000, to $882,000 from $639,000 one year ago.
The cost of Professional Services revenue increased due to the increased labor
and associated costs in support of the higher level of revenue in this year's
nine-month period compared to the first nine months of last fiscal year.

Operating Expenses

Selling, General and Administrative Expenses. In the quarter ended December 31,
2001, the Company's selling, general and administrative expenses increased by
$272,000, or 36%, to $1,021,000 from $749,000 in the quarter ended December 31,
2000. For the nine months ended December 31, 2001, selling, general and
administrative expenses increased $556,000, or 24%, to $2,899,000 from
$2,343,000 in the same period last year. The increase in these expenses for both
the three and nine-month periods is primarily attributable to changes in
management personnel that were initiated in the first half of the fiscal year,
as well as investments in marketing materials and activities, including

                                       9

<PAGE>

travel costs. These costs were targeted at securing new business for the
Company, and in addition, for the management costs, at defining and productizing
the methodologies and best practices needed to deliver on new business obtained.

Based on the activities completed during the second and third quarters, current
plans for the remainder of the year and certain cost reduction measures that
were enacted subsequent to the end of the third quarter, management does not
expect an increase in selling, general and administrative expenses in the fourth
quarter from the level of such expenses in the quarter ended December 31, 2001.

Product Development Expenses. Product development expenses during the three
months ended December 31, 2001 were nearly unchanged at $194,000 as compared to
$192,000 in the three months ended December 31, 2000. For the nine-month period,
product development expenses decreased $186,000, or 24%, to $574,000 from
$760,000 for the same period last year. Product development expenses in the
second and third quarter of the current fiscal year have been nearly unchanged
as compared to the same periods last year. Accordingly, the decrease in
year-to-date product development expenses is primarily due to lower costs in
this year's first quarter, ended June 30, as compared to the first quarter of
fiscal 2001. The Company had ramped-up development costs in fiscal 2000 for a
major enhancement of our core solution. This effort was completed during the
first quarter of fiscal 2001, and labor and subcontract costs were subsequently
reduced to a lower level. In addition, new accounting guidelines under Emerging
Issues Task Force Issue No. 00-2 became effective for the Company on July 1,
2000. Under these guidelines, certain Web site development costs must be
capitalized and amortized rather than expensed. Due to the July 1, 2000
effective date of the guidelines, there was a $44,000 reduction in the amount of
product development costs that were expensed in this year's first quarter as
compared to the first quarter of the prior fiscal year.

Stock-based Compensation. The stock-based compensation in last year's third
quarter and first nine months relates to the cost of warrants for the purchase
of SourcingLink common stock issued to strategic partner companies during fiscal
year 2000. The related expense was determined under the Black-Scholes valuation
method, and was being amortized over the periods associated with the business
agreements underlying the warrants. Such amortization amounted to $7,000 in the
third quarter and $199,000 in the first nine months of fiscal year 2001. There
is no such amortization this year as one of the warrants was cancelled by the
Company last fiscal year, and the cost of the other warrant has been fully
amortized.

Other Expense, Net and Interest Income. The principal components of other
expense, net, are certain franchise taxes, and exchange gains or losses on
foreign currency transactions with SourcingLink's subsidiary in France.
Primarily as a result of these costs, other expense, net was $11,000 and $5,000
in the quarters ended December 31, 2001 and 2000, respectively. For the
nine-month periods, these expenses amounted to $27,000 and $6,000 in fiscal
years 2002 and 2001, respectively. Interest income was $16,000 and $56,000 for
the three months ended December 31, 2001 and 2000, respectively, and $80,000 and
$194,000 for the nine months ended December 31, 2001 and 2000, respectively. The
decrease in interest income is attributable to both the decline in interest
rates applicable to cash investments and the decrease in cash on-hand this year
as compared to the prior year.

Income Taxes. SourcingLink recorded a net loss of $1.6 million during the nine
months ended December 31, 2001, and had net losses of $1.6 and $4.5 million in
fiscal years 2001 and 2000, respectively. Accordingly, no provision for income
taxes was recorded in any of these periods. As of December 31, 2001,
SourcingLink had net operating loss carryforwards for United States income tax
purposes of approximately $14.5 million. These losses expire at various dates
between 2011 and 2022. The Internal Revenue Code of 1986, as amended, contains
provisions that limit the use in any future period of net operating loss and
credit carryforwards upon the occurrence of certain events, including a
significant change in ownership interests. A valuation allowance has been
recorded for the tax benefit of the net operating loss carryforwards and the
deferred tax assets of SourcingLink due to the fact that, as of the present
time, it is more likely than not that such assets will not be realized.

Fluctuations in Quarterly Operating Results

The Company's quarterly operating results have varied significantly in the past
and will likely vary significantly in the future. The Company believes that
period-to-period comparisons of its results of operations are not meaningful and
should not be relied upon as indicators of future performance. The Company's
operating results could fall below the expectations of securities analysts or
investors in some future quarter or quarters. Failure to meet these expectations
would likely adversely affect the market price of the Company's common stock.

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The Company's quarterly operating results may vary depending on a number of
factors, including: demand for our solutions and services; actions taken by our
competitors, including new alliances, product introductions and enhancements;
delays or reductions in spending for, or the adoption of, pre-order supply chain
management solutions by our potential customers as companies review
business-to-business applications; ability of our solution, network and
operations infrastructure to handle measurable activity; ability to develop,
introduce and market our solutions on a timely basis; changes in our pricing
policies or those of our competitors; ability to expand our sales and marketing
operations, including hiring additional sales personnel; size and timing of
sales of our solution and services; success in maintaining and enhancing
existing relationships and developing new relationships with strategic partners;
ability to control costs; technological changes in our markets; deferrals of
customer subscriptions in anticipation of competitive solutions, or new
developments or features of our solution; customer budget cycles and changes in
these budget cycles; and general economic factors.

The Company has incurred significant operating expenses to expand our management
team and sales and marketing operations, fund product development, provide
general and administrative support, develop new partnerships, increase our
professional services and support capabilities and improve our operational and
financial systems. The Company plans on incurring significant additional
expenses of this nature, and if our revenues are not maintained or increased,
our business, operating results and financial condition could be seriously
harmed and net losses in a given quarter could be larger than expected.

Liquidity and Capital Resources

SourcingLink's cash and cash equivalents at December 31, 2001 were $2.3 million,
a decrease of $1.8 million from March 31, 2001. Cash used in operating
activities for the nine months ended December 31, 2001 was $1.5 million,
compared to $2.0 million for the nine months ended December 31, 2000. The cash
usage in each period was primarily due to the net losses incurred.

Over the next 12 months, the Company expects to draw on its cash-on-hand as well
as anticipated cash flow from sales to customers. With the Carrefour contract,
the Company has a base of revenue that currently extends until March 31, 2003.
The Company expects to supplement revenue from that contract with both
additional services contracts as well as rollouts of our MySourcingCenter hosted
application with retailers and their suppliers. These rollouts are anticipated
to be in the form of private environments in which retailers can collaborate and
source with their suppliers on a secure basis. The Company is currently
completing such a rollout with the International Buying Group of Leroy Merlin,
as previously discussed. The Company believes it will successfully complete
additional similar rollouts during the next 12 months, however, it cannot assure
that such rollouts will take place. The anticipated additional services revenues
and, in particular, MySourcingCenter rollouts are significant to our near-term
sources of expected cash flow. For revenue recognition purposes,
MySourcingCenter subscriber revenue is recognized ratably over the annual period
of the subscription. A significant assumption in the Company's cash flow
planning is that the cash from subscribers will be collected in full at the
beginning of the 12-month subscription period, however, this assumption may not
prove accurate. Based on the Company's expectations of future cash flow, the
Company believes that its existing cash balances are sufficient to fund its
operating needs for the next 12 months. If the Company is unable to maintain its
relationship with its main customer or obtain expected new customers it may need
to seek additional funding before the end of this period. The Company plans to
actively seek additional equity investment to fund operations beyond the next 12
months. If such efforts are unsuccessful, the Company will need to reduce
operating spending significantly, which would materially and adversely affect
our business.

The Company currently does not have a bank credit line. The Company does not
intend to pay cash dividends with respect to capital stock in the foreseeable
future.

RISK FACTORS

The market for our solution and services is at an early stage. We need retailers
and their merchandise suppliers to implement and use our solution and services.

The market for Internet-based business-to-business solutions and services is at
an early stage of development. Our success depends on a significant number of
retailers and their merchandise suppliers implementing our solution and
contracting for our services. The decision to implement our solution or services
by major retailers and their merchandise suppliers is controlled by multiple
parties within each retail organization. In addition, many large retailers are
members

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of one of the two large industry exchanges, and the exchanges may play a role
in influencing retailer solution provider and implementation decisions. In order
to implement our solution or services, often these organizations must change
established business practices and conduct business in new ways. Our ability to
attract customers for our solution and services may depend on leveraging our
existing major customer as a reference account. Unless a significant number of
retailers and their merchandise suppliers implement our solution or contract for
our services, our solution and services may not achieve adequate market
acceptance and our business will be seriously harmed.

We have a history of losses and expect to incur losses in the future.

We incurred a net loss of $1.6 million in the first nine months of fiscal year
2002, and net losses of $1.6 million and $4.5 million in fiscal years 2001 and
2000, respectively. As of December 31, 2001, we had an accumulated deficit of
approximately $22.2 million. While we expect the Carrefour contract will provide
at least a total of $9 million of revenue over the three-year period that began
on April 1, 2000, we also expect to derive a portion of our future revenues from
subscription fees of our Internet sourcing solution, which is based on an
unproven business model. In addition, with Carrefour's acquisition of Promodes
and subsequent formation, along with Sears, Roebuck & Co. and Oracle
Corporation, of GlobalNetXchange, we have lost subscribing suppliers of the
former Promodes central buying organization. Moreover, we expect to continue
incurring significant sales and marketing, product development, and general and
administrative expenses. As a result, we expect to incur losses in upcoming
financial quarters.

We believe that our current working capital, including amounts to be received
under the Carrefour contract and expected MySourcingCenter(TM) subscriptions,
will be sufficient to meet our working capital requirements for the next 12
months. We plan to actively seek additional equity investment to fund operations
beyond that period. If such efforts are unsuccessful, we will need to reduce
operating spending significantly, and our business would be materially and
adversely affected.

We expect to depend on our solution to augment revenue from our consulting
contract with Carrefour in the future.

We anticipate that revenues from our solution will constitute substantially all
of our non-service revenues for the foreseeable future. Consequently, if we are
unable to generate sales of, or demand at an adequate price for, our solution,
or if it fails to achieve market acceptance, our prospects will be seriously
harmed. Likewise, substantial non-performance by us on the Carrefour contract
would seriously harm our ability to collect the minimum payments due to us under
the contract, which amount to a total of $9 million over the three-year period
that began April 1, 2000.

We expect implementation of our solutions by large retailers to be complex, time
consuming and expensive, and we may experience long sales and implementation
cycles.

Our supply chain management solution is often viewed as an enterprise-wide
solution that must be deployed to many users within a large retailer's sourcing
organization. An enterprise-wide adoption by large retailers is often
characterized by long sales cycles beginning with pilot studies and concluding
with retailers strongly encouraging their merchandise suppliers to subscribe to
our solution. In addition, our potential customers generally consider other
issues before adopting our solution, including product benefits, integration,
interoperability with existing computer systems, scalability, functionality and
reliability. As a result, we must educate potential customers on the use and
benefits of our solution. Enterprise-wide sales characteristically take several
months to finalize, and such a sale must often be approved by a number of
management levels within the customer organization. Entering into an agreement
with a customer for the implementation of our solution does not assure that the
customer will in fact make such implementation or assure the time frame in which
the implementation may occur. Any failure by the customer to implement our
solution or delay in such implementation could adversely affect our financial
results.

We derive most of our revenue from sales to one main retailer. If we are not
able to retain this retailer as a customer our revenues will be reduced and our
financial results and prospects will suffer.

Our largest customer accounts for a substantial majority of our revenues. We may
not be able to retain our customers or our strategic partners may decrease their
commitment to require their suppliers to use our solution. Due to Carrefour's
participation in GlobalNetXchange, our opportunity to market to Carrefour's
suppliers in combination with Carrefour may be impacted by GlobalNetXchange
functionality and usage. We may be unable to adequately perform the required
services under our contract with Carrefour, which would harm our sales prospects
and financial results.

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<PAGE>

Our customers and prospective customers are either in, or supplying goods to,
the retail industry. A significant change or downturn in this industry could
adversely affect our prospects.

We face intense competition. If we are unable to compete successfully, our
prospects will be seriously harmed.

The market for business-to-business eCommerce solutions in general, and supply
chain management solutions and services in particular, is extremely competitive,
evolving and characterized by continuous rapid development of technology.
Competition to capture business users of both solutions and services is intense
and is expected to increase dramatically in the future. Such competition will
likely result in realizing lower profit margins, which could have a serious
adverse impact on our business and prospects.

Recently formed exchanges such as GlobalNetXchange and WorldWide Retail Exchange
are owned primarily by retailers and are focused exclusively on retail
merchandise procurement. Companies such as FreeMarkets, Inc. provide general
Internet-based sourcing capabilities and services for buyers and suppliers in a
business-to-business electronic marketplace. Companies that provide electronic
catalogs and content management services could expand their offerings to include
sourcing functionality. Our indirect competitors are traditional value-added
network solution providers that have extended their value-added network
connections over the Internet. We also face indirect competition from both new
and traditional companies that are focused on trading exchanges or marketplaces
that allow merchandise buyers and sellers to access each other on channels
within new or existing portals. One or more of these companies may develop and
add pre-order merchandise sourcing capabilities to their existing product
offerings, giving these companies a broader or more comprehensive solution than
our solution, which could adversely affect our business. We also expect that
additional established and emerging companies will seek to enter our solutions
market as it continues to develop and expand.

In our services business, competitors include the major consulting companies
such as Accenture and A.T. Kearney, Inc., the consulting arms of the
international accounting firms and several large computer-industry companies,
including IBM. FreeMarkets, Inc. offers professional services along with their
electronic marketplace tools and capabilities. In addition, there are many
smaller firms that provide services in this market. While many of these
companies do not have the hands-on experience that we have gained through our
work with Carrefour, some of these companies have been involved in services
projects with the retail industry exchanges.

We may not be able to compete successfully against current or future
competitors, especially those with significantly greater financial, marketing,
service, support, technical and other resources, greater name recognition or a
larger installed base of customers.

We depend on our key personnel.

Our future performance depends on the continued service of our senior
management, product development, professional services, and sales and marketing
personnel. The loss of the services of one or more of our key personnel could
seriously harm our prospects. Our future success also depends on our continuing
ability to attract, hire, train and retain a substantial number of highly
skilled managerial, services, technical, sales, marketing and customer support
personnel. We are particularly dependent on hiring additional personnel to
increase our professional services and direct sales organizations. Competition
for qualified personnel is intense, and we may fail to retain our key employees
or to attract or retain other highly qualified personnel.

Our software may contain errors or defects.

Our software is complex and may contain undetected errors or failures when first
introduced. This may result in failure to achieve or maintain market acceptance
of our solution. We have in the past discovered programming errors in our new
releases after their introduction. We have experienced delays in release, and we
may discover errors in the future in existing versions or new versions after
release, which could materially and adversely affect our business and our
relationship with existing customers and the ability to attract new customers.

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<PAGE>

Our current systems, procedures and controls may be inadequate to support the
expected growth and expansion of our services business.

We currently plan to hire new employees and to expand the geographic scope of
our services customer base and operations. These activities will result in
substantial demands on our management resources. Our ability to compete
effectively and to manage future expansion of our services and operations will
require us to continue to improve our financial and management controls,
reporting systems, project management and procedures on a timely basis, and
expand, train and manage our employee work force. We may encounter difficulties
in transitioning and expanding our business in the services area, and our
personnel, systems, procedures and controls may be inadequate to support our
future operations.

Our business is susceptible to risks associated with international operations.

We market our solution and services to retailers and their merchandise suppliers
on a worldwide basis, and historically have derived a significant portion of our
revenues from international sales. As such, we are subject to risks associated
with international business activities, including unexpected changes in
regulatory requirements and the burdens of compliance with a wide variety of
foreign laws; longer accounts receivable payment cycles and difficulties in
collecting accounts receivable; difficulties in managing and staffing
international operations; and currency exchange rate fluctuations, which could
increase the cost of our solutions and services.

We depend on increasing use of the Internet and on the growth of eCommerce. If
the use of the Internet and eCommerce do not grow as anticipated, our business
will be seriously harmed.

Our success depends on the increased acceptance and use of the Internet as a
medium of commerce on a global basis. Growth in the use of the Internet for
eCommerce is a recent phenomenon and has fluctuated in the recent past. As a
result, acceptance and use of the Internet may not continue to develop at
significant rates and a sufficiently broad base of business customers may not
adopt or continue to use the Internet as a medium of commerce. Demand and market
acceptance for recently introduced services and products over the Internet are
subject to a high level of uncertainty, and there exist few proven services and
products.

Our business would be seriously harmed if:

 . Use of the Internet, the Web and other online services does not increase or
  increases more slowly than expected;
 . The infrastructure for the Internet, the Web and other online services does
  not effectively support expansion that may occur, or is disrupted in any
  significant way; or
 . The Internet, the Web and other online services do not create a viable
  commercial marketplace, inhibiting the development of eCommerce and reducing
  the need for our solution.

PART II    OTHER INFORMATION

Item 6     Exhibits and Reports on Form 8-K

     a.    Exhibits

     10.19 Employment Agreement dated October 19, 2001 between the Company and
           David Rowe

     b.    Reports on Form 8-K

     No reports on Form 8-K were filed with the Securities and Exchange
     Commission during the quarter for which this report is filed.

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                                    SIGNATURE

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.

Dated:  February 14, 2002                     SourcingLink.net, Inc.


                                               By:  /s/ Gary Davidson
                                                    ------------------
                                               Gary Davidson,
                                               Vice President Finance and
                                               Administration, Chief Financial
                                               Officer (Principal Financial
                                               Officer)

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