<PAGE>   1

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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                      33-1933 3-D
                      -------------------------------------------------------

                             SMARTSOURCES.COM, INC.
            ---------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)

                               Colorado  84-1073083
            ---------------------------------------------------------
      (State or Other Jurisdiction of  (I.R.S. Employer Identification No.)
                         Incorporation or Organization)

 2030 Marine Drive, Suite 100 North Vancouver, British Columbia V7P 1V7, CANADA
            ---------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (604) 986-0889
            ---------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)


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

Yes [X]   No [ ]

                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 [X]   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: 12,312,963 shares of Common
Stock

     Transitional Small Business Disclosure Format (check one):

Yes [ ]   No [X]


<PAGE>   2
                         PART I - FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS


The financial statements included herein have been prepared by the Company,
without audit pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosure normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading.

The June 30, 2000 condensed consolidated financial statements included in this
filing on Form 10-QSB have been reviewed by Moss Adams LLP, independent
certified public accountants, in accordance with established professional
standards and procedures for such review. The report of Moss Adams LLP
commenting upon their review accompanies the condensed financial statements
included in Item 1 of Part I.



<PAGE>   3








                         INDEPENDENT ACCOUNTANT'S REPORT





To the Board of Directors
SmartSources.com, Inc.

We have reviewed the consolidated condensed financial statements of
SmartSources.com, Inc. and Subsidiaries as of June 30, 2000 and for the three
and nine months then ended. These financial statements are the responsibility of
the Company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with generally accepted accounting principles.

We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet as of September 30, 1999 and the
related consolidated statements of operations, stockholders' equity, and cash
flows for the year then ended (not presented herein), and in our report dated
March 14, 2000, we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth in the
accompanying condensed consolidated balance sheet as of September 30, 1999 is
fairly stated, in all material respects, in relation to the consolidated balance
sheet from which it has been derived.


/S/ MOSS ADAMS LLP
-----------------------
Bellingham, Washington
August 2, 2000
<PAGE>   4









                     SMARTSOURCES.COM INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                      JUNE 30, 2000 AND SEPTEMBER 30, 1999


<TABLE>
<CAPTION>
                                                                 SEPTEMBER 30, 1999          JUNE 30, 2000 -
                                                                                               UNAUDITED
                                                                 ------------------          ---------------
<S>                                                                     <C>                      <C>
                                     ASSETS
CURRENT ASSETS
Cash and cash equivalents                                               $   164,200              $ 3,829,600
Trade accounts receivable, net                                              184,800                  285,300
Prepaid expenses                                                             12,300                   27,000
                                                                        -----------              -----------
                                    Total current assets                    361,300                4,141,900

CAPITALIZED SOFTWARE COSTS and PURCHASED SOFTWARE
RIGHTS, net                                                               1,550,500                1,273,600
PROPERTY and EQUIPMENT, net                                                 764,300                  835,500
OTHER ASSETS                                                                 33,300                   70,200
                                                                        -----------              -----------
                                            TOTAL ASSETS                $ 2,709,400              $ 6,321,200
                                                                        ===========              ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued liabilities                                $   140,000              $   291,700
Unearned revenue                                                                                       3,300
Income tax payable                                                           78,300                   77,500
Current portion of long-term debt                                            58,700                  298,700
                                                                        -----------              -----------
                               Total current liabilities                    277,000                  671,200

LONG-TERM LIABILITIES
Due to stockholder                                                           24,700                        -
Interest payable                                                                  -                  120,500
Long-term debt, net of current portion                                      414,800                3,626,100
Deferred tax liability                                                       64,200                   60,800
                                                                        -----------              -----------
                                       Total liabilities                    780,700                3,807,400

COMMITMENTS and CONTINGENCIES
MINORITY INTEREST                                                         3,441,100                3,407,000
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, 50 million shares authorized, 11,563,200                    1,821,300                6,693,800
and 11,855,600 shares outstanding at September 30, 1999
and June 30, 2000 respectively.
Accumulated other comprehensive income                                      124,500                   91,300
Accumulated deficit                                                     (3,210,700)              (7,506,500)
Deferred compensation                                                     (247,500)                (843,000)
                                                                        -----------              -----------
                              Total stockholders' equity                (1,512,400)              (1,564,400)
                                                                        -----------              -----------
              TOTAL LIABILITIES and STOCKHOLDERS' EQUITY                $ 2,709,400              $ 6,321,200
                                                                        ===========              ===========
</TABLE>



       See accompanying notes to these consolidated financial statements.



                                       2
<PAGE>   5



                     SMARTSOURCES.COM INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENT OF OPERATIONS - UNAUDITED
              QUARTER AND NINE MONTHS ENDED JUNE 30, 2000 AND 1999



<TABLE>
<CAPTION>
                                                FOR THE THREE MONTHS ENDED             FOR THE NINE MONTHS ENDED
                                             JUNE 30, 1999      JUNE 30, 2000       JUNE 30, 1999      JUNE 30, 2000
                                           ------------------ ------------------- ------------------ ------------------

<S>                                        <C>                 <C>                <C>              <C>
REVENUES EARNED                                     $145,500            $499,000           $495,700         $1,137,600

COST OF SALES                                         26,300             145,000             75,700            244,400
                                           ------------------ ------------------- ------------------ ------------------

GROSS PROFIT                                         119,200             354,000            420,000            893,200

OTHER EXPENSES, exclusive of
depreciation and amortization
   Research & Development                             72,800             262,600            158,000            759,500
   Sales and Marketing                               110,200             239,000            266,600            611,500
   General and Administrative                        279,300             625,500            639,300          1,753,300
                                           ------------------ ------------------- ------------------ ------------------
                                                     462,300           1,127,100          1,063,900          3,124,300

                                           ------------------ ------------------- ------------------ ------------------
OPERATING EARNINGS (LOSS) BEFORE                   (343,100)           (773,100)          (643,900)        (2,231,100)
DEPRECIATION AND AMORTIZATION

Depreciation and amortization                         56,000             136,600            128,800            420,300
                                           ------------------ ------------------- ------------------ ------------------

OPERATING EARNINGS (LOSS)                          (399,100)           (909,700)          (772,700)        (2,651,400)
                                           ------------------ ------------------- ------------------ ------------------

OTHER INCOME (EXPENSE)
   Realized gain (loss) on investments                 2,700                   -           (38,800)                  -
   Interest income                                                        59,700                  -             95,200
   Interest expense                                 (12,700)           (173,800)           (36,500)        (1,831,400)
                                           ------------------ ------------------- ------------------ ------------------
                                                    (10,000)           (114,100)           (75,300)        (1,736,200)
                                           ------------------ ------------------- ------------------ ------------------

INCOME (LOSS) BEFORE PROVISION FOR                 (409,100)         (1,023,800)          (848,000)        (4,387,600)
INCOME TAXES

PROVISION FOR (BENEFIT FROM)  INCOME                   8,900             (6,100)             29,100           (91,800)
TAXES
                                           ------------------ ------------------- ------------------ ------------------
NET INCOME (LOSS)                                 $(418,000)        $(1,017,700)         $(877,100)       $(4,295,800)
                                           ================== =================== ================== ==================

Basic earnings (loss) per share                      ($0.05)             ($0.09)            ($0.11)            ($0.36)
Diluted earnings (loss) per share                    ($0.05)             ($0.09)            ($0.11)            ($0.36)

Weighted average common shares                     9,176,300          11,855,600          7,636,400         11,782,600
outstanding (basic and diluted)
</TABLE>



       See accompanying notes to these consolidated financial statements.




                                       3
<PAGE>   6




                     SMARTSOURCES.COM INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENT OF CASH FLOWS - UNAUDITED
                     NINE MONTHS ENDED JUNE 30, 2000 AND 1999


<TABLE>
<CAPTION>
                                                         9 MONTHS ENDED JUNE 30,    9 MONTHS ENDED JUNE 30,
                                                                  1999                        2000
                                                         -----------------------    -----------------------
<S>                                                      <C>                        <C>
CASH FROM OPERATING ACTIVITIES
   Net Income (Loss)                                                    $(877,100)              $(4,295,800)
Adjustments to reconcile net income (loss) to net
cash from operating activities
   Depreciation and amortization                                           128,800                   420,300
   Loss on disposal of assets                                               49,200                         -
   Stock-based compensation                                                      -                   232,000
   Realized gains(losses) on sale of   investments.                        (7,300)                         -
   Accrued interest expense on long-term debt                                    -                   120,500
   Accrued interest expense from intrinsic value of
   conversion feature of long-term debt and accretion of debt discount           -                 1,676,000
Changes in operating assets and liabilities
   Trade accounts receivable                                               269,200                 (102,900)
   Other assets                                                           (38,400)                  (29,300)
   Accounts payable and other current liabilities                          111,800                   162,900
   Administrative fees payable                                           (118,000)                         -
   Income taxes payable and refundable                                     (4,900)                         -
   Sale deposit                                                           (99,500)                         -
                                                                       -----------              ------------
      Net cash flows from operating activities                           (586,200)               (1,816,300)
                                                                       -----------              ------------

CASH FROM INVESTING ACTIVITIES
   Purchase of property and equipment                                    (123,600)                  (81,300)
   Purchase of capitalized software                                              -                  (80,200)
   Refund of deposit on property and equipment                                   -                    16,100
   Proceeds from sale of Familyware                                        165,800                         -
   Proceeds from sale of investments                                        17,600                         -
                                                                       -----------              ------------
      Net cash flows from investing activities                              59,800                 (145,400)
                                                                       -----------              ------------

CASH FROM FINANCING ACTIVITIES
   Repayment of note payable, net                                         (53,700)                         -
   Principal repayments of long-term debt                                 (48,600)                  (50,400)
   Principal repayments of capital lease obligations                             -                  (14,600)
   Repayment of advances from stockholder                                (102,200)                  (24,600)
   Proceeds from long-term debt and stock warrants                               -                 4,552,000
   Proceeds from issuance of common stock                                1,000,000                 1,184,200
   Dividends                                                             (142,700)
                                                                       -----------              ------------
      Net cash flows from financing activities                             652,800                 5,646,600
                                                                       -----------              ------------

EFFECT OF CHANGES IN EXCHANGE RATES                                          1,300                  (19,500)
                                                                       -----------              ------------
NET CHANGES IN CASH                                                        127,700                 3,665,400
CASH and CASH EQUIVALENTS, beginning of period                               1,700                   164,200
                                                                       -----------              ------------
CASH and CAS EQUIVALENTS, end of period                                   $129,400                $3,829,600
                                                                       ===========              ============

Supplemental disclosure of Cash Flow information:
      Interest paid                                                         36,300                    35,000
      Income taxes paid (received)                                          34,000                  (91,800)
</TABLE>


       See accompanying notes to these consolidated financial statements.



                                       4
<PAGE>   7







Note 1 - Summary of Significant Accounting Policies



        BASIS OF PRESENTATION -The accompanying unaudited condensed consolidated
        financial statements have been prepared in accordance with generally
        accepted accounting principles for interim financial reporting and in
        accordance with the instructions for Form 10-QSB and Article 10 of
        Regulation S-X. Accordingly, they do not include all of the information
        and disclosures normally required by generally accepted accounting
        principles for complete financial statements or those normally reflected
        in the Company's Annual Report on Form 10-KSB. The financial information
        included herein reflects all adjustments (consisting of normal recurring
        adjustments) that are, in the opinion of management, necessary for a
        fair presentation of results for interim periods. Results of interim
        periods are not necessarily indicative of the results to be expected for
        a full year.

        PRINCIPLES OF CONSOLIDATION - The consolidated financial statements of
        SmartSources.com, Inc. and Subsidiaries include the accounts of its
        direct and indirect wholly-owned subsidiaries: Nifco Investments, Inc.;
        SmartSources.com, Technologies, Inc.; Intelli Trade, Inc.; Infer
        Technologies, Inc.; and Origin Software Corporation. All material
        intercompany accounts and transactions have been eliminated in
        consolidation.


        REVENUE RECOGNITION - The Company recognizes revenue in accordance with
        American Institute of Certified Public Accountants Statement of Position
        (SOP) 97-2, Software Revenue Recognition, and SOP 98-9, Modification of
        SOP 97-2 with Respect to Certain Transactions. Revenue from packaged
        software products is recognized when shipped. Maintenance and
        subscription revenue is recognized ratably over the contract period.
        Revenue attributable to significant support is based on the price
        charged for the undelivered elements and is recognized ratably over the
        related product's life cycle. Revenue from fixed-price service contracts
        and software development contracts requiring significant production,
        modification, or customization are recognized using the
        percentage-of-completion method. Revenue from service contracts that are
        based on time incurred is recognized as work is performed.





Note 2 - Long-Term Debt and Private Placement

        LONG-TERM DEBT -



        Long-term debt consists of the following:


<TABLE>
<CAPTION>
                                                                                   September 30,       June 30,
                                                                                       1999              2000
                                                                                  -------------- ---------------

<S>                                                                               <C>           <C>
        Convertible debentures, interest at 7% payable at maturity or upon
        conversion or redemption, due February 2005, see further description
        below.                                                                      $     --      $  3,401,200

        Capital lease obligations payable in aggregate monthly installments of
        $3,882, including imputed interest at rates ranging from 9.7% to 11.94%,
        due at dates from October 2002 to March 2003 collateralized by the
        leased equipment.                                                                 --           104,600

        Note payable to a Canadian bank in monthly installments of $4,400 plus
        interest at prime plus 1.25%, collateralized by general assets of
        Technologies, due August 2000.                                                44,400             4,500

        Mortgage payable to a Canadian bank in monthly installments of $1,700
        including interest at 8.75%, collateralized by real estate of
        Technologies and assignment of rents, guaranteed by the majority
        stockholder, due February 2011.                                              155,500           148,500

        Mortgages payable to two Canadian finance companies in aggregate monthly
        installments of $2,200, including interest at rates of 7% and 9%,
        collateralized by real estate of Technologies and guaranteed by the
        majority stockholder, due January 2001 and June 2002.                        273,600           266,000
                                                                                  ----------    --------------

        Total debt                                                                   473,500         3,924,800
        Less current portion                                                         (58,700)         (298,700)
                                                                                  ----------    --------------
        Long-term portion                                                         $  414,800    $   (3,626,100)
                                                                                  ----------    --------------
</TABLE>


                                       5
<PAGE>   8



        Long-term debt matures as follows:



<TABLE>
<CAPTION>
                      12 months ending
                          June 30,
                        <S>                              <C>
                            2001                         $        298,700
                            2002                                  199,100
                            2003                                   25,800
                            2004                                        0
                            2005                                        0
                         Thereafter                             3,401,200
                                                         ----------------
                                                         $      3,924,800
</TABLE>



        PRIVATE PLACEMENT OF CONVERTIBLE DEBENTURES AND WARRANTS -

        On February 24, 2000, the Company issued $5 million of convertible
        debentures and detachable stock purchase warrants. The debentures mature
        in February 2005 and bear interest at 7%, which is payable upon
        maturity, or upon conversion or redemption. The detachable warrants
        entitle holders to purchase 330,000 shares of the Company's common stock
        over a five-year term at an exercise price of $11.10 per share.


        In connection with issuing the debentures and warrants, the Company paid
        $325,000 of placement fees, $93,000 of legal costs, and $30,000 to the
        holders of the debentures for reimbursement of a portion of their legal
        costs. The Company also issued 25,000 warrants in lieu of placement
        fees. The warrants entitle the holders to purchase an equal number of
        shares of common stock at a price of $11.10 per share. The term of the
        25,000 warrants is two years.


        Concurrent with placing the debentures and warrants, the Company entered
        into a Registration Rights Agreement (the Registration Agreement) with
        the holders of the debentures. Pursuing to the Registration Agreement,
        the Company filed a registration statement with the Securities and
        Exchange Commission to register the shares of common stock that may be
        acquired upon conversion of the debentures.


        The debentures are convertible in whole or in part into common stock any
        time before maturity at a conversion price that floats with the market
        price of the stock, not to exceed a fixed conversion price of $9.71.
        After August 24, 2000, if the debentures are submitted for conversion
        and the conversion price is below $9.71, the Company has the right to
        redeem the debentures for cash at an amount equal to the value of the
        converted shares. For each share of common stock issued upon conversion,
        the holders of the debentures have the option to purchase one additional
        share at the fixed conversion price of $9.71. The number of shares
        issued upon conversion of the debentures and exercise of the additional
        purchase option is limited in that the total number of shares
        beneficially owned by the holders of the debentures and their affiliates
        may not exceed 4.9% of outstanding common shares. Any issuance of shares
        in excess in of this limitation must be approved by a majority of the
        Company's common stockholders.


        In the event that certain circumstances pertain, including without
        limitation the following, the conversion price will be adjusted
        downward:


1.      The  Company's  common stock is not listed on the American  Stock
        Exchange or the Nasdaq Small Cap Market by October 24, 2000 or on the
        Nasdaq National Market by February 24, 2001.

2.      The Company is in default of the requirements of the Registration
        Agreement.

        In the event the Company fails to comply with certain terms of the
        debentures, holders may elect for the debentures to be redeemed for cash
        at an amount equal to 120% of the conversion price that would otherwise
        apply, plus interest and default payments. If the rules of the National
        Association of Securities Dealers (NASD) apply, in the event the number
        of shares to be issued upon conversion exceeds 20% of shares outstanding
        at the time the debentures were issued, the Company must obtain
        stockholder approval to issue shares in excess of this limit. If
        stockholder approval is not obtained, the debentures underlying the
        shares in excess of the 20% limit would become redeemable for cash.


        A total of $1,330,000 of the $5,000,000 gross proceeds from the private
        placement was allocated to the detachable stock warrants, based upon the
        relative fair value of the warrants and the debentures. The value
        ascribed to the warrants was recorded as a debt discount and an increase
        in common stock. The debt discount is recognized as interest expense
        over the five-year term of the debentures using the effective interest
        method.

        Total issue costs, including the fair value of stock warrants issue in
        lieu of finder's fees, were $502,300, of which $368,700 was allocated to
        the debentures and $133,600 was allocated to the detachable warrants.
        The portion of the issue costs attributable to the debentures was
        recorded as an offset against the gross proceeds allocated to the
        debentures and is being amortized over the five-year term of the debt
        using the effective interest method.


                                       6
<PAGE>   9

        The portion of the costs attributable to the warrants was recorded as an
        offset against the gross proceeds allocated to the warrants.

        At the date of issue, the conversion price of the debentures was less
        than the fair value of the Company's common stock. The intrinsic value
        of this conversion feature was $1,575,800, which was recorded as a
        charge to interest expense and an increase to common stock.


Note 3 - Capital Stock

        COMMON STOCK -
        The Company has a single class of common stock. Authorized shares total
        50 million. During the three months ended June 30, 2000, the Company
        issued no shares of common stock. During the remainder of the nine
        months ended June 30, 2000, the Company issued 292,400 shares for total
        proceeds of $1,184,200.

        At June 30, 2000, a total of 3,732,700 common shares are reserved to
        honor the conversion rights, investments options, and stock purchase
        warrants issued in connection with the private placement described in
        Note 2. Another 5,675,000 common shares are reserved to honor other
        outstanding stock options and warrants and grants made under the
        Company's stock incentive compensation plan.


        EXCHANGE OF CLASS B REDEEMABLE, EXCHANGEABLE PREFERRED STOCK OF ORIGIN
        SOFTWARE CORPORATION-

        In connection with the repurchase of certain software rights from
        Columbia Diversified Software Fund Limited Partnership (Columbia), the
        Company's subsidiary, Origin Software, issued 5 million shares of Class
        B preferred stock. Concurrent with the issuance of the preferred shares,
        Origin Software and the Company entered into a Share Exchange Agreement
        (the Agreement) with Columbia. Under the Agreement, subsequent to
        October 1, 1999, Columbia has the right to exchange all or part of the
        Class B preferred shares for an amount of common shares of the Company
        with market value of Cdn $5 million (not to exceed 5 million common
        shares reserved for the exchange), based on average trading price during
        the fourteen-day period immediately prior to exercise. Common shares
        issued are to be "freely tradable" but 80%of the shares will be held in
        trust and released ratably to Columbia over the following four years.

        Effective January 26, 2000, Columbia notified the Company that it wished
        to exercise its exchange rights, and on January 27, 2000 the Company
        accepted the notice. The exchange ratio was based on a $7.60 share price
        of the Company's common stock, and on February 15, 2000, the Company
        issued 457,400 shares of common stock in the name of Columbia to be
        exchanged for the 5 million Class B preferred shares of Origin Software
        Corporation. Columbia has not yet tendered the Class B shares to the
        Company, and the Company has not yet delivered the 457,400 shares of
        common stock. Pursuant to the Agreement only 20% or 91,480 shares of
        common stock would be delivered directly to Columbia. The remaining 80%
        or 365,920 shares would be held in trust and released ratably to
        Columbia over the following four years. The Company and Columbia have
        not yet entered into a definitive escrow agreement for the shares that
        would be held in trust.

        Columbia has subsequently contended that the Company has not performed
        in accordance with the Agreement because the shares of common stock
        issued in Columbia's name are currently restricted from resale pursuant
        to applicable securities laws. Based on its contention, Columbia has
        indicated that it is withdrawing its notice of exchange and has
        requested that the Company amend the Agreement. Management believes the
        possibility exists that the Company may negotiate an amendment to the
        Agreement and ultimately issue additional shares to Columbia, though at
        present, management is unable to determine what the terms of such an
        amendment might entail or estimate how many additional shares may be
        issued.

        Management has assessed the status of the pending exchange and
        Columbia's contentions and believes that uncertainty exists about the
        ultimate outcome of this matter. Accordingly, the $3,407,000 value of
        the Class B preferred stock of Origin software continues to be presented
        as minority interest.


        STOCK OPTION INCENTIVE COMPENSATION PLAN -

        Effective June 21, 1999, the Company adopted the 1999 Stock Incentive
        Compensation Plan (the Plan). Under the Plan, the Company may make
        grants of incentive stock options, nonqualified stock options, and stock
        awards to employees, officers, directors and consultants of the Company
        and its subsidiaries for an amount of common shares equal to 10% of
        issued and outstanding shares, not to exceed 4,000,000 shares. The
        exercise price of incentive stock options and nonqualified stock options
        can be no less than the fair value of the Company's common stock on the
        date of grant. The maximum term of options is ten years; and, unless
        otherwise modified by the Plan administrator, they vest over four years.
        Options granted to senior management during 1999 vest over two years.

                                       7
<PAGE>   10



        A summary of the status of the Plan at June 30, 2000 is as follows:

<TABLE>
<CAPTION>
                                                                                                         Weighted-
                                                                                       Number             Average
                                                                                      Of Shares       Exercise Price
                                                                                      ---------       --------------
<S>                                                                                   <C>             <C>
        Options outstanding at September 30, 1999                                       919,000            $5.50

           Granted                                                                    1,155,000            $6.38

           Exercised                                                                        -                -
           Forfeited                                                                   (289,000)           $5.63
        Options outstanding at June 30, 2000                                          1,785,000            $5.88
        Options exercisable at June 30, 2000                                            160,000            $5.50
</TABLE>




        A summary of stock options outstanding at June 30, 2000 is as follows:


<TABLE>
<CAPTION>
                                           Options Outstanding                          Options Exercisable
                                           -------------------                          -------------------
                                                  Weighted-
                                                   Average          Weighted-                           Weighted-
             Range of                             Remaining          Average                             Average
             Exercise         Number             Contractual        Exercise          Number            Exercise
              Prices        Outstanding             Life             Price          Exercisable           Price
              ------        -----------          ------------       ---------       -----------           -----
       <S>                  <C>                  <C>                <C>             <C>                  <C>
       $1.65 to   $10.25     1,785,000             4.4 years          $5.88           440,000             $5.50
</TABLE>

        The Company applies the provision of APB Opinion No. 25, Accounting for
        Stock Issued to Employees, and related interpretations to account for
        its stock-based awards. Accordingly, costs for employee stock options or
        issuance of shares is measured as the excess, if any, of the fair value
        of the Company's common stock at the measurement date over the amount
        the employee must pay to acquire the stock. No compensation expense was
        recognized for grants of awards under the Plan in the quarter and nine
        months ended June 30, 2000.




        OTHER STOCK-BASED COMPENSATION



        1.

        During the nine months ended June 30, 2000 the Company issued 200,000
        options to purchase the same number of the Company's common shares as
        follows: 50,000 shares at an exercise price of $5.25, 50,000 shares at
        an exercise price of $6.00, 50,000 shares at an exercise price of $7.50
        and 50,000 shares at an exercise price of $8.00. The options expire on
        December 14, 2002. The options were issued at no cost in connection with
        the Company entering into a consulting agreement with Continental
        Capital & Equity Corporation (Continental). Under the agreement,
        Continental will assist and advise the Company with respect to investor
        relations professional services.

        As required by SFAS No. 123, Accounting for Stock-Based Compensation,
        the Company has applied the fair value method to account for issuance of
        the options. The Company used the Black-Scholes option pricing model to
        compute estimated fair value of the warrants, based on the following
        assumptions:

                  Risk-free interest rate                       6.0%
                  Price volatility                             52.5%
                  Average expected life of options          1.5 years


        Total compensation cost computed for the options issued to Continental
        is $188,000. The cost is being recognized ratably over the three-year
        term of the options.



        2.

        In January 2000 the Company issued 100,000 options to purchase the same
        number of the Company's common shares at an exercise price of $5.50. The
        options expire on January 2002 and were issued at no cost in connection
        with the Company entering into a consulting agreement with Peter Sanders
        under which Mr. Sanders will assist and advise the Company in respect to
        investor relations professional services.


                                       8
<PAGE>   11

        As required by SFAS No. 123, Accounting for Stock-Based Compensation,
        the Company has applied the fair value method to account for issuance of
        the options. The Company used the Black-Scholes option pricing model to
        compute estimated fair value of the warrants, based on the following
        assumptions:

                  Risk-free interest rate                                 6.0%
                  Price volatility                                       33.7%
                  Average expected life of options                    1.5 years


        Total compensation cost computed for the options issued to Peter Sanders
        is $105,000. The cost is being recognized ratably over the two-year term
        of the options.



        3.

        In April, 2000, the Company issued 200,000 warrants that entitle holders
        to purchase an equal number of common shares at $6.00 per share. The
        warrants expire in April 2005. The warrants were issued at no cost in
        connection with the Company entering into a consulting agreement with
        Murdock Capital Partners Corp. (Murdock). Under the agreement, Murdock
        will provide investor relations services to the Company.



        As required by SFAS No. 123, Accounting for Stock-Based Compensation,
        the Company has applied the fair value method to account for issuance of
        the warrants. The Company used the Black-Scholes option pricing model to
        compute the estimated fair value of the warrants, based on the following
        assumptions:



                       Risk-free interest rate                      6%

                       Price volatility                             62.3%

                       Average expected life of the warrants        2 years

        Total compensation cost computed for the warrants is $455,600. The cost
is being recognized ratably over a two-year period.



Note 4 - Non-Cash Transactions

        During the nine months ended June 30, 2000, $1,196,400 of the net
        proceeds from the convertible debentures described in Note 2 was
        allocated to detachable stock warrants and credited to additional paid
        in capital.

        During the nine months ended June 30, 2000, the Company acquired 1,600
        shares of Class A preferred stock of its subsidiary, Infer Technologies,
        Inc., in connection with an employee compensation arrangement. As a
        result of this transaction, a total of $113,000 of minority interests
        was reclassified as common stock.


        During the nine months ended June 30, 2000, the Company acquired $98,000
        of equipment under capital lease agreements.


        During the nine months ended June 30, 1999, the Company's subsidiary,
        Origin Software Corporation, issued preferred shares valued at
        $3,407,000 in exchange for certain software rights. During the same
        period, it offset $1,792,400 of deferred gain, net of tax, against the
        value of the software rights acquired.


Note 5 - Segment Information

        SEGMENT INFORMATION -
        The Company's primary operations consist of the development and sale of
        trade compliance software products to entities subject to the North
        American Free Trade Agreement and the development and implementation of
        internet-based content management software. Other services include
        international trade consulting. Management assesses the operations of
        its software sales and development activities and its consulting
        activities as separate segments. The following tables and schedules
        summarize certain information about these segments.



                                       9
<PAGE>   12




<TABLE>
<CAPTION>
                                     SOFTWARE SALES AND DEVELOPMENT
                                     ------------------------------
                              INTERNATIONAL TRADE           K-SERVER       INTERNATIONAL             TOTAL
                                                                           TRADE CONSULTING
                              -------------------           --------       ----------------          -----
<S>                                     <C>                 <C>            <C>                   <C>
       Three months ended June
       30, 1999
       External revenues                     52,000              5,000             82,300           139,300
       Inter-segment revenues                     -                  -              6,200             6,200
       Segment income (loss)              (335,000)           (27,000)             22,000         (340,000)
       before tax
       Segment assets                     1,984,000            554,500            119,000         2,657,500

       Three months ended June
       30, 2000
       External revenues                     91,000            240,000            168,000           499,000
       Inter-segment revenues                     -                  -                  -                 -
       Segment income (loss)               (90,700)          (198,000)             81,200         (207,500)
       before tax
       Segment assets                     1,633,500            659,000            195,000         2,487,500

       Nine months ended June
       30, 1999
       External revenues                    114,400             76,800            266,800           458,000
       Inter-segment revenues                31,500                  0              6,200            37,700
       Segment income (loss)              (758,500)           (27,000)             73,000         (712,500)
       before tax
       Segment assets                     1,984,000            554,500            119,000         2,657,500

       Nine months ended June
       30, 2000
       External revenues                    182,000            531,500            424,100         1,137,600
       Inter-segment revenues                     -                  -                  -                 -
       Segment income (loss)              (413,500)          (503,000)            150,000         (766,500)
       before tax
       Segment assets                     1,633,500            659,000            195,000         2,487,500


                                           Three months ended June 30,
                                                                 1999                        2000
       Total income (loss) before tax for                               (340,000)                 (207,500)
       reportable segments
       Corporate headquarters expenses                                   (69,100)                 (816,300)
       Consolidated totals                                              (409,100)               (1,023,800)



                                            Nine months ended June 30,
                                                                 1999                        2000
       Total income (loss) before tax for                               (712,500)                 (766,500)
       reportable segments
       Corporate headquarters expenses                                  (135,500)               (3,621,100)
       Consolidated totals                                              (848,000)               (4,387,600)
</TABLE>






Note 6 - Contingencies

        CANADIAN TAX IMPLICATIONS OF SALE AND PURCHASE OF SOFTWARE RIGHTS -
        During 1995 and 1996, the Company's subsidiary, Technologies, sold the
        rights to its primary software product to Columbia Diversified Software
        Fund Limited Partnership (Columbia). During 1999, another of the
        Company's subsidiaries, Origin Software, repurchased these rights.
        During the same time frame, Technologies purchased and sold an interest
        in certain other software rights. These transactions all included a
        significant noncash component that employed the issuance, receipt, and
        settlement of long-term promissory notes. Although these notes were not
        recognized for financial reporting purposes, they did increase
        significantly the value assigned to the software rights in question for
        tax reporting purposes in Canada.


        Revenue Canada has been reviewing various software transactions,
        including those to which Technologies was a party. In October 1999, the
        Company submitted a proposed settlement to Revenue Canada that would
        limit the amount of tax it must pay on the net gain from these
        transactions to the net amount of cash received. Effective January 7,
        2000, Revenue Canada agreed to the terms of the settlement.


                                       10
<PAGE>   13



        EXCHANGE OF CLASS B PREFERRED SHARES OF ORIGIN SOFTWARE -

        As described in Note 3, effective January 26, 2000, Columbia Diversified
        Software Fund Limited Partnership (Columbia) notified the Company that
        it wished to exercise the exchange rights associates with the 5 million
        outstanding shares of Class B preferred stock of Origin Software
        Corporation. On February 15, 2000, the Company issued 457,400 shares of
        common stock in the name of Columbia to be exchanged for the Class B
        shares stock. Columbia has not yet tendered the Class B shares to the
        Company, and the Company has not yet delivered the 457,400 shares of
        common stock. Only 20% or 91,480 shares of the shares of common stock
        would be delivered directly to Columbia. The remaining 80% or 365,920
        shares would be held in trust pursuant to the terms of the Share
        Exchange Agreement (the "Agreement") and be released ratably to Columbia
        over the following four years. The Company and Columbia have not yet
        entered into a definitive escrow agreement for the shares that would be
        held in trust.


        Columbia has subsequently contended that the Company has not performed
        in accordance with the Agreement because the shares of common stock
        issued in Columbia's name are currently restricted from resale pursuant
        to applicable securities laws. Based on its contention, Columbia has
        indicated that it is withdrawing its notice of exchange and has
        requested that the Company amend the Agreement. Management believes the
        possibility exists that the Company may negotiate an amendment to the
        Agreement and ultimately issue additional shares to Columbia, though at
        present, management is unable to determine what the terms of such an
        amendment might entail or estimate how many additional shares may be
        issued.



                                       11
<PAGE>   14


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

OPERATIONS ANALYSIS

During the quarter ended June 30, 2000 we had consolidated revenues of $499,000
operating expenses of $1,127,100 and a net loss before interest and depreciation
of $773,100. For the nine months ending June 30,2000, revenues were $1,137,600,
operating expenses were $3,124,300 and the net loss before depreciation,
amortization and interest was $2,231,100.

Revenues for the three months ended June 30, 2000 increased 243% as compared to
1999 revenues for the same period, which totaled $145,500. The increase is a
result of new revenues generated by kServer(TM), launched during the current
fiscal year and an increased client base for the International Trade products
and services. A kServer(TM) contract entered into with the Government of Canada
was the main contributor to the increase in revenues. Furthermore, the
deployment of Ktravel to the Uniglobe Western Canada region commenced during the
quarter, resulting in initial deployment and customer support revenues.

Operating expenses include research and development, sales and marketing, and
general and administrative expenses. The aggregate of these costs increased
considerably as compared to the previous period. The increase was due to a
significant increase in staffing and activity levels across all our departments.

Research and development costs for the three months ended June 30, 2000 totaled
$262,600 as compared to $72,800 for the same period in the previous fiscal year.
This was a direct result of continued costs incurred in the development of the
kServer(TM) line of products, including higher payroll costs due to the
increased number of engineers and other technical personnel working on
kServer(TM) .

Sales and marketing costs increased 117% during the quarter, from $110,200 to
$239,000 as a result of higher payroll expense and costs associated with more
sales, marketing and support personnel, and increased travel expenses incurred
in the promotion of our lines of products.

General and administrative expenses increased 124%, from $279,300 to $625,500.
The increase was the result of higher payroll costs, travel expense, shareholder
relations costs and professional fees as compared to the previous year.

Amortization and depreciation costs increased from $56,000 to $136,600, mainly
as a result of the amortization costs for the ORIGIN(TM) software acquired in
May 1999.

Interest expense for the three months ending June 30, 2000 was $173,800, a
significant increase as compared to the same period in fiscal year 1999. The
increase is a direct result of the company issuing $5 million of convertible
debentures in February 2000, which bear interest at a rate of 7.0% per annum.

Net loss during the quarter was $1,017,700. In the quarter ended June 30,1999,
we reported a net loss of $418,000. The increase in the net loss was primarily
due to higher interest expense and an increase in operating costs.

In the nine months ended June 30, 2000 revenues increased 130% compared to
revenues for the period ended June 30, 1999. In the same periods of analysis,
the gross profit margin decreased from 85% to 79% as a result of the company
incurring new direct sales costs.

Research and Development expenditures increased 381% as compared to expenditures
for the nine months ended June 30, 1999. The company has increased its
engineering staff and incurs significant additional costs since the deployment
of the kServer(TM) line of products. To support its sales effort, the company
has increased its Sales and Marketing expenditures by 130%, an increase
consistent with the sales growth disclosed in the previous paragraph.

General and Administrative expenses for the nine months ended June 30, 2000
total $1,753,300, a 175% increase compared to administrative expenditures for
the nine months of the previous fiscal year. Costs associated with compliance as
a public company, such as legal, accounting and regulatory costs are grouped in
this category. All of these costs have increased in the current fiscal year.

Amortization and depreciation expenses as of June 30, 2000 increased 227%. The
main factor behind this increase is the amortization of the Origin Software
rights, as disclosed previously in this document. The company has also increased
its hardware and software asset base considerably to support the deployment of
kServer(TM).

For the nine months ended June 30, 2000, interest expense is $1,831,400. The
figure is dramatically higher than the $36,500 spent in the same nine months of
the previous year. As explained above, the increase results from the company
issuing convertible debentures for $5 million, bearing interest at 7% per annum.

The debentures included a beneficial conversion feature that was immediately
exercisable. This circumstance resulted in the Company immediately recognizing
over $1.5 million of interest expense related to this feature during the second
quarter of fiscal 2000.

As a result of the above, the company's net loss for the nine months ended June
30, 2000 is $4,295,800, a loss 390% higher than the $877,100 lost in the nine
months ended June 30, 1999.

INTERNAL AND EXTERNAL SOURCES OF LIQUIDITY:

On June 30, 2000, our cash and cash equivalents totaled $3,829,600. This is a
significant increase in cash as compared to the September 30, 1999 cash position
of $164,200. The


                                       12
<PAGE>   15

increase resulted from the issuance on February 24, 2000, of convertible
debentures in the aggregate principal amount of $5,000,000. The debentures bear
interest at a rate of 7% per annum commencing February 24, 2000 and mature on
February 24, 2005. The principal amount of the debentures (plus all accrued
interest and any additional amounts owed) is convertible, in whole or in part,
at the option of the holders, into shares of Common Stock. In connection with
this issuance, we incurred $448,000 of issue costs.

On June 30, 2000, the Company had working capital of $3,470,700 and a current
ratio of 6.2 to 1. The working capital position has increased significantly as
compared to the balance at September 30, 1999 when working capital was $84,300
with a current ratio of 1.3 to 1. The current working capital position was
achieved through the issuance of additional equity capital during the nine
months ended June 30, 2000 for gross proceeds of approximately $1,184,000 and
the issuance of convertible debentures in the aggregate principal amount of
$5,000,000.

Investing activities during the nine months ended June 30, 2000 have consisted
primarily of purchases of property and equipment, principally computer hardware
and software. Capital expenditures, including those under capital leases,
totaled $139,500 in fiscal 1999 and $280,500 in the nine months ended
June 30, 2000. We expect that capital expenditures will increase with our
anticipated growth in operations, infrastructure and personnel.

To date, we have not invested in derivative securities or any other financial
instruments that involve a high level of complexity or risk. We expect that in
the future, cash in excess of current requirements will continue to be invested
in high credit-quality, interest-bearing securities.

We believe that the net proceeds of the debentures, together with cash and cash
equivalents, will be sufficient to meet our working capital requirements for at
least the next 12 months. Thereafter, we may require additional funds to support
our working capital demand or for other purposes and may seek to raise
additional funds through public or private equity financings or from other
sources. There can be no assurance that additional financing will be available
on acceptable terms, if at all. If adequate funds are not available or are not
available on acceptable terms, we may be unable to develop or enhance our
products, take advantage of future opportunities, or respond to competitive
pressures or unanticipated requirements, which could have a material adverse
effect on our business, financial condition and operating results.

There are no legal or practical restrictions on the ability of the subsidiaries
to transfer funds to the parent company (Smartsources.com Inc.)

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivatives and Hedging
Activities" ("SFAS No. 133"). SFAS No. 133 is effective for all fiscal quarters
beginning with the quarter ending December 31, 2000. SFAS No.133 establishes
accounting and reporting standards for derivative instruments, including other
contracts, and for hedging activities. We will adopt SFAS No. 133 in the quarter
ending December 31, 2000 and do not expect its adoption to have an impact on our
results of operations, financial position or cash flows.


MATERIAL COMMITMENTS:

The Company has not undertaken any material commitments for expenditures as of
June 30, 2000.



TRENDS OR UNCERTAINTIES:

There are no known trends or uncertainties that will have a material impact on
revenues.
                                       13
<PAGE>   16

                          PART II - OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

None.


ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.


ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS

10.1 Agreement for the Sale of Origin Professional between SmartSources.com
     Technologies Inc. and The Eureka Company.

10.2 Licensing Agreement between SmartSources.com Technologies Inc. and
     Everdream Corporation.

10.3 Value-Added Reseller Agreement between SmartSources.com Technologies Inc.
     and Ultraseek Corporation.

10.4 Distribution Agreement between SmartSources.com Technologies Inc. and
     kTravel Solutions Inc. (The entire document has been omitted and filed
     separately with the commission, requesting confidential treatment).

11   Computation of per share earnings

27   Financial Data Schedule


                                   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.



                                   SMARTSOURCES.COM, INC.


Date: August 11, 2000              By: /s/ Nathan Nifco
---------------------              ---------------------------------------
                                   President, Chairman and C.E.O.



                                       14