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

                               FORM 10-QSB
(Mark one)

       [X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934

              For the quarterly period ended March 31, 2001

                                    OR

          [ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
                         THE EXCHANGE ACT OF 1934

               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                            (I.R.S. Employer
of incorporation or organization)                     Identification Number)

2030 Marine Drive, Ste. 100, North Vancouver, British Columbia V7P 1V7, CANADA
------------------------------------------------------------------------------
                 (Address of principal executive offices)

                              (604) 986-0889
                        --------------------------
                       (Issuer's telephone number)


Check whether the issuer (1) filed all documents and reports required to be
filed by Section 12, 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  [ ]   No  [ ]

                   APPLICABLE ONLY TO CORPORATE ISSUERS

As of March 31, 2001, 12,561,500 shares of common stock of the Registrant were
outstanding.

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

<PAGE>
                        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.







<PAGE>
<TABLE>
                     SMARTSOURCES.COM INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEET
                     SEPTEMBER 30, 2000 and MARCH 31, 2001


<CAPTION>
                                                               March 31,
                                             September 30,       2001,
                                                 2000         (Unaudited)
                                             ------------    -------------
<S>                                          <C>             <C>
CURRENT ASSETS
Cash and cash equivalents                    $ 3,102,100      $    511,400
Trade accounts receivable, net                   402,100           295,500
Income tax refundable                                  -            71,600
Prepaid expenses                                  40,000            81,800
                                             ------------     -------------
  Total current assets                         3,544,200           960,300

CAPITALIZED SOFTWARE COSTS and                   457,700           343,500
  PURCHASED SOFTWARE RIGHTS, net
PROPERTY and EQUIPMENT, net                      867,600           782,200
OTHER ASSETS                                      38,400            41,300
                                             ------------     -------------
     TOTAL ASSETS                              4,907,900         2,127,300

CURRENT LIABILITIES
Accounts payable and accrued liabilities         259,100           227,100
Interest payable                                 197,900                 -
Income tax payable                               186,900            74,600
Deferred revenue                                  42,900            87,900
Current portion of long-term debt              1,259,400           178,500
                                             ------------     -------------
  Total current liabilities                    1,946,200           568,100

LONG-TERM LIABILITIES
Interest payable                                       0            68,100
Long-term debt, net of current portion         2,551,800         2,570,500
Deferred tax liability                            72,500            33,900
                                             ------------     -------------
  Total liabilities                            4,570,500         3,240,600

COMMITMENTS and CONTINGENCIES
MINORITY INTEREST                              3,407,000         3,407,000
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, 50 million shares
authorized, 12,055,300 and 12,561,500
shares outstanding on September 30, 2000
and March 31, 2001, respectively               6,871,300         7,614,100
Accumulated other comprehensive income           106,900            50,900
Accumulated equity (deficit)                  (9,311,100)      (11,661,400)
Deferred compensation                           (736,700)         (523,900)
                                             ------------     -------------
  Total stockholders' equity                  (3,069,600)       (4,520,300)
                                             ------------     -------------
     TOTAL LIABILITIES and STOCKHOLDERS'
     EQUITY                                  $ 4,907,900      $  2,127,300
</TABLE>

       See accompanying notes to these consolidated financial statements.

<PAGE>
<TABLE>
                            SMARTSOURCES.COM, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENT OF OPERATIONS - UNAUDITED
                     Quarter and six  months ended March 31, 2001 and 2000

<CAPTION>

                                      For the three months ended      For the
six months ended
                                      --------------------------     -----------
---------------
                                        March 31,       March 31,      March 31,      March 31,
                                         2000            2001           2000           2001
                                      -----------     -----------    -----------    -----------
                                                              (UNAUDITED)
<S>                                   <C>             <C>            <C>            <C>
REVENUES                               $  427,200     $  240,200     $  639,000     $  666,500

COST OF SALES                              46,200         54,500         99,700         95,900
                                       -----------    -----------    -----------    -----------
GROSS PROFIT                              381,000        185,700        539,300        570,600

OPERATING EXPENSES, EXCLUSIVE
OF DEPRECIATION AND AMORTIZATION
  Research & Development                  243,200        197,700        497,000        384,100
  Sales and Marketing                     231,900        193,000        372,600        581,800
  General and Administrative              563,200        342,500      1,127,700        872,500
                                       -----------    -----------    -----------    -----------
                                        1,038,300        733,200      1,997,300      1,838,400
                                       -----------    -----------    -----------    -----------
OPERATING LOSS, BEFORE
DEPRECIATION AND AMORTIZATION            (657,300)      (547,500)    (1,458,000)    (1,267,800)

Depreciation and amortization             141,400         60,300        283,700        123,600
                                       -----------    -----------    -----------    -----------
OPERATING LOSS                           (798,700)      (607,800)    (1,741,700)    (1,391,400)
                                       -----------    -----------    -----------    -----------
OTHER INCOME (EXPENSE)
  Interest income                          35,600         13,200         35,600         55,900
  Interest and financing costs         (1,646,700)      (128,100)    (1,657,600)    (1,074,000)
  Other income (expense)                        -          3,400              0         12,400
                                       -----------    -----------    -----------    -----------
                                       (1,611,100)      (111,500)    (1,622,000)    (1,005,700)
                                       -----------    -----------    -----------    -----------
NET LOSS BEFORE INCOME TAXES           (2,409,800)      (719,300)    (3,363,700)    (2,397,100)
                                       -----------    -----------    -----------    -----------
PROVISION (RECOVERY) FOR
INCOME TAXES                              (85,700)             0        (85,700)             0
                                       -----------    -----------    -----------    -----------
NET LOSS BEFORE
EXTRAORDINARY GAIN                     (2,324,100)      (719,300)    (3,278,000)    (2,397,100)

EXTRAORDINARY GAIN FROM DEBT                    -         46,800              -         46,800
CONVERSION
                                       -----------    -----------    -----------    -----------
NET LOSS                               (2,324,100)      (672,500)    (3,278,000)   $(2,350,300)

BASIC AND DILUTED LOSS PER SHARE
Net loss per share before                  ($0.20)        ($0.06)        ($0.28)        ($0.19)
extraordinary gain
Extraordinary gain per share                    -           0.00              -           0.00

Net Loss per share                         ($0.20)        ($0.05)        ($0.28)        ($0.19)

Weighted average common shares         11,838,500     12,561,500     11,746,000     12,494,000
outstanding (basic and diluted)
</TABLE>

See accompanying notes to these consolidated financial statements.

<PAGE>
<TABLE>
                    SMARTSOURCES.COM, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENT OF CASH FLOWS - UNAUDITED
                    Six months ended March 31, 2000 and 2001

<CAPTION>
                                                    For the six months ended
                                                  ---------------------------
                                                    March 31,      March 31,
                                                       2000          2001,
                                                  ------------   ------------
                                                          (UNAUDITED)
<S>                                               <C>            <C>
CASH FROM OPERATING ACTIVITIES
  Net Income (Loss)                               $(3,278,000)   $(2,350,300)
Adjustments to reconcile net income (loss)
to net cash from operating activities
  Depreciation and amortization                       283,700        123,600
  Stock-based compensation                            144,700        212,700
  Accretion of debt discount                           30,200        123,600
  Accrued interest expense from intrinsic
    value of conversion feature of
    long-term debt                                  1,604,300        768,100
  Realized gain on long-term debt conversion                         (46,800)
Changes in operating assets and liabilities
  Trade accounts receivable                          (181,200)        76,400
  Other assets                                       (126,000)       (42,700)
  Accounts payable and other current liabilities       94,200         31,400
  Accrued Interest                                          -       (129,700)
  Income taxes payable and refundable                       -       (173,200)
                                                  ------------   ------------
       Net cash flows from operating activities    (1,428,100)    (1,406,900)
                                                  ------------   ------------
CASH FROM INVESTING ACTIVITIES
  Purchase of property and equipment                  (50,700)       (23,800)
  Purchase of capitalized software                    (60,700)
  Refund of deposit on property and equipment          16,000              -
                                                  ------------   ------------
       Net cash flows from investing activities       (95,400)       (23,800)
                                                  ------------   ------------
CASH FROM FINANCING ACTIVITIES
  Principal repayments of long-term debt              (34,000)    (1,119,800)
  Principal repayments of capital lease
    obligations                                        (5,400)       (19,500)
  Repayment of advances from stockholder               (5,500)             -
  Proceeds from long-term debt                      4,552,000
  Proceeds from issuance of common stock            1,184,200              -
                                                  ------------   ------------
       Net cash flows from financing activities     5,691,300     (1,139,300)
                                                  ------------   ------------
EFFECT OF CHANGES IN EXCHANGE RATES                    (6,000)       (20,700)
                                                  ------------   ------------
NET CHANGES IN CASH                                 4,161,800     (2,590,700)
CASH and CASH EQUIVALENTS, beginning of period        164,200      3,102,100
                                                  ------------   ------------
CASH and CASH EQUIVALENTS, end of period          $ 4,326,000    $   511,400
                                                  ============   ============

Supplemental disclosure of Cash Flow information:
  Interest paid                                       $23,200        $13,000
  Income taxes paid (received)                       ($85,700)       $99,800
  Seller financing of equipment acquired
    through capital lease                             $21,000        $12,700
</TABLE>

       See accompanying notes to these consolidated financial statements.

<PAGE>

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.

     Management has prepared the financial statements on the basis of a going
concern which reflects management's assessment through the completion of the
current fiscal year.  Therefore, the financial statements do not reflect any
adjustments that may be required should the Company determine that going
concern accounting is not appropriate.  The Company's assessment was made, in
part, upon forecasted sales resulting from contract negotiations and planned
cost and expense controls.  However, any projections of future cash needs and
cash flows are subject to substantial uncertainty.  With regards to sales
forecasts developed at the beginning of the current fiscal year, the Company is
observing that negotiations are taking longer than anticipated, thereby slowing
forecasted cash inflows.  If current cash and cash that may be generated from
future operations are insufficient to satisfy liquidity requirements,
management may be required to substantially downsize operations in order to
conserve cash, seek to sell additional debt or equity securities or obtain
additional credit facilities from lenders.  There can be no assurance that
financing of debt or equity securities will be available in amounts or terms
acceptable to the Company, if at all.

PRINCIPLES OF CONSOLIDATION AND MINORITY INTEREST
-------------------------------------------------
     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. Minority interest represents the $3,407,000 value of Class B
preferred stock of Origin Software Corporation as described in Note 3. The
Company owns all issued and outstanding common stock of these subsidiaries,
which represents 100% of voting rights.

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.

USE OF ESTIMATES
----------------
     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period.  Actual results could differ from those
estimates.

NET LOSS PER SHARE
------------------
     Net loss per share was computed using the weighted average number of
common shares outstanding.  Shares associated with stock options and warrants
were not included because they are antidilutive.

NEW ACCOUNTING STANDARDS
------------------------
     In June 1998, the Financial Accounting Standards Board issued SFAS
No. 133, Accounting for Derivative Instruments and Hedging Activities.  Among
other provisions, SFAS No. 133 requires that entities recognize all derivatives
as either assets or liabilities in the balance sheet and measure those
financial instruments at fair value.  Accounting for changes in fair value is
dependent on the use of the derivatives and whether such use qualifies as
hedging activity.  The new standard, as amended, was adopted by the Company in
fiscal 2001 and management believes it did not have a material impact on the
financial position and results of operations of the Company.


NOTE 2 - LONG-TERM DEBT
-----------------------

LONG-TERM DEBT
--------------
     Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                 September 30,     March 31,
                                                     2000            2001
                                                 ------------    ------------
<S>                                              <C>              <C>
Unsecured convertible debenture,
redeemed January 1, 2001, see
explanation below.                               $ 3,297,800               -

Promissory note in the face amount
of $2,860,000, due January 12, 2005,
at a rate of 11% compounded annually,
see description below.                                     -      $2,387,000

Mortgages payable to a Canadian finance
company in monthly installments of
$1,000, including interest at a rate
of 9%, collateralized by real estate of
Technologies and guaranteed by the
majority stockholder, due January 2001.              106,044               -

Mortgages payable to a Canadian finance
company in monthly installments of
$1,200, including interest at a rate
of 7%, collateralized by real estate of
Technologies and guaranteed by the
majority stockholder, due June 2002.                 164,356         148,800

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 stock-
holder, due February 2002.                           149,900         134,200

Capital lease obligations payable in
aggregate monthly installments of $4,339,
including imputed interest at rates ranging
from 9.7% to 11.94%, due at dates from
October 2002 to September 2003.                       93,100          79,000
                                                 ------------    ------------
Total debt                                         3,811,200       2,749,000

Less current portion                              (1,259,400)       (178,500)
                                                 ------------    ------------
Long-term portion                                $ 2,551,800     $ 2,570,500
</TABLE>


Long-term debt matures as follows:

<TABLE>
<CAPTION>
     12 months ending March 31,
<S>            <C>                                 <C>
               2001                                $  178,500
               2002                                   181,000
               2003                                     2,500
               2004                                         0
               2005                                 2,387,000
                                                   ----------
                                                   $2,749,000
</TABLE>


PRIVATE PLACEMENT OF CONVERTIBLE DEBENTURE AND STOCK PURCHASE WARRANTS
----------------------------------------------------------------------
     On February 24, 2000, the Company issued a convertible debenture and
detachable stock purchase warrants for gross proceeds of $5 million.  The
debenture matured in February 2005 and bore interest at 7%, which was payable
upon maturity, or upon conversion or redemption.  The detachable warrants
entitled the holder 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 debenture and warrants, the Company paid
$325,000 of placement fees, $93,000 of legal costs, and $30,000 to the holder
of the debenture for reimbursement of a portion of their legal costs.  The
Company also issued 25,000 warrants valued at $54,300 in lieu of placement
fees. The term of the warrants was two years.

     The debenture was convertible in whole or in part into common stock any
time before maturity at a conversion price that floated with the market price
of the stock, not to exceed a fixed conversion price of $9.71.  For each share
of common stock issued upon conversion, the holder of the debenture had the
option to purchase one additional share at the fixed conversion price of $9.71.

     After August 24, 2000, if the debenture was submitted for conversion and
the conversion price was below $9.71, the Company had the right to redeem the
debenture for cash at an amount equal to the value of the converted shares.

     Concurrent with placing the debenture, the Company entered into a
Registration Rights Agreement (the Registration Agreement) with the holder of
the debenture.  Pursuant to the Registration Agreement, the Company filed a
registration statement with the Securities and Exchange Commission to register
4.9 million shares of common stock that may have been acquired upon conversion
of the debenture and exercise of the detachable stock warrants and additional
investment options.

     In the event that certain circumstances pertained, including without
limitation the following, the conversion price would have been adjusted
downwards:

     1.   The Company's common stock was 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 was in default of the requirements of the Registration
Agreement.

     Because the Company did not obtain the listings noted above, the
conversion price was further reduced by 2.5% of the price that would otherwise
apply for each "default period", as that term was defined in the Registration
Rights Agreement. A default period was defined, in part as each month (or
partial month),during which the number or shares issuable under terms of the
debenture, warrants and other investment options exceeded the number of shares
that would have been registered to honor the holder's conversion and exercise
rights. Because the reduction of the conversion price may be cured (1) through
an increase in the trading price of the Company's stock and, by extension, a
reduction in the number of shares that needed to be registered, or (2) by the
Company registering additional shares, this conversion feature remained
contingent, and the Company recognized no change to income for this feature.

     In the event the Company failed to comply with certain terms of the
debenture, the holder may have elected for the debenture 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) applied, in the event the number of
shares to be issued upon conversion exceeded 20% of shares outstanding at the
time the debenture was issued, the Company must have obtained stockholder
approval to issue shares in excess of this limit.  If stockholder approval was
not obtained, the amount of the debenture underlying the shares in excess of
the 20% limit would have 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 discount was being amortized over the five-year term of the debenture using
the effective interest method. At March 31, 2000, the balance of the discount
was $1, 057, 100.

     Total issue costs, including the fair value of stock warrants issued in
lieu of finder's fees, were $502,300, of which $368,700 was allocated to the
debenture and $133,600 was allocated to the detachable warrants.  The portion
of the issue costs attributed to the debenture was recorded as a debt discount
and was being amortized over the five-year term of the debenture using the
effective interest method. The balance of the discount at March 31, 2000 was
$2,082,200. The portion of the issue costs attributed to the warrants was
recorded as a reduction of the gross proceeds allocated to the warrants.

     At the February 24, 2000 issue date, the fair value of common shares
issuable upon conversion exceeded the gross proceeds received from issuance of
the debenture by over $2 million. Because the total number of shares that may
have been beneficially owned by the holder of the debenture and its affiliates
may not have exceeded 4.9% of outstanding common shares, the total amount of
the debenture could not have been converted at that date. Accordingly, only
$1,575,800 of the total $2 million excess was ascribed to this beneficial
conversion feature. This amount was reported as an increase in common stock
and, because the debenture could be immediately converted, as a charge to
interest expense.

     On July 12, 2000, the holder elected to convert $250,000 of the debenture
plus accrued interest into common stock. As a result of the conversion,
$170,800 of the carrying amount of the debenture and 6,800 of accrued interest
was reclassified to common stock, and the Company issued 199,700 common shares
(Note 4).

     On October 25, 2000, the holder elected to convert $100,000 of the
debenture, plus accrued interest, into common stock. As a result of the
conversion, $69,000 of long-term debt and $4,700 of accrued interest were
reclassified to common stock and the Company issued 506,200 shares (Note 4).

     On November 10, 2000, the Company received a mandatory redemption notice
from the holder of the convertible debenture, who claimed the Company failed to
obtain an effective registration statement for the shares to be issued upon
conversion within 60 days after a "Registration Trigger Date", as that term is
defined in the related Registration Rights Agreement. The holder claimed the
amount due was $22 million.  The Company and the holder negotiated a redemption
and exchange agreement (New Agreement) to resolve the claims created in the
mandatory redemption notice.

REDEMPTION AND EXCHANGE AGREEMENT OF CONVERTIBLE DEBENTURE AND ISSUANCE OF
PROMISSORY NOTE
--------------------------------------------------------------------------
     On January 12, 2001, the Company and the holder of the convertible
debenture described in the preceding paragraph, entered into a redemption and
exchange agreement whereby the mandatory redemption notice was withdrawn, and
warrants for 330,000 shares of the Company's common stock and the amounts
payable under the convertible debenture together with the rights thereon were
cancelled in exchange for consideration tendered by the Company. Such
consideration included a single payment of $1,300,000 and the issuance of a
note in the face amount of $2,860,000. The note is due and payable on January
12, 2005, including all accrued but unpaid interest. The note provided for
interest at 11% per annum, compounded annually and calls for minimum monthly
interest payments of $20,000 beginning on January 12, 2002 through maturity. It
is understood that such payments may not be sufficient to pay all accrued
interest. The projected amount due at maturity is approximately $3.6 million.
The note provides the Company with the option to prepay all or any part of the
note. A discount on the remaining balance of the note will be given to the
Company for prepayments of principal. The discount is calculated by multiplying
4% times a fraction the denominator of which will be 360 and the numerator of
which will be the number of days from the date of the prepayment to the
maturity date. The maximum discount available, as calculated on the date of the
redemption and exchange agreement  was $500,000.  The discount on the
promissory note is amortized over the term of the instrument, and accretion is
recorded in the amount of $10,500 per month.  The note also provides for both
positive and negative covenants and identifies specific events which could
create a default situation that would accelerate the required payments on the
note.

     Following the execution of the New Agreement described above, the Company
realized an extraordinary gain on debt conversion of $46,800.


NOTE 3 - MINORITY INTEREST
--------------------------

EXCHANGE OF CLASS B REDEEMABLE, EXCHANGEABLE PREFERRED STOCK OF ORIGIN SOFTWARE
CORPORATION
----------------------------------------------------------------------
     In connection with the repurchase of certain software rights, the board of
directors of the Company's subsidiary, Origin Software, authorized the creation
of two types of common stock.

     Class A preferred stock has no par value, 20 million shares are authorized
and 11,670,400 shares have been issued for the sole purpose of repurchasing the
Origin software rights. The shares are nonvoting and holders of the shares are
entitled to 3% cumulative dividends. Effective October 1, 1999, all outstanding
shares were redeemed. No value was assigned to these shares.

     Class B preferred stock has a Cdn $1 par value, (US $0.68), 20 million
shares are authorized and 5,000,000 shares have been issued. The shares are
nonvoting, are redeemable at the option of the holder for Cdn $1 (US $0.68) per
share, and have a liquidation preference of Cdn $1 (US $0.68) per share. In the
event the holder requires the Company to redeem all or a potion of the shares,
the Company may pay for the redemption by issuing a promissory note. The terms
of such a note are not specified and would be subject to negotiation.

     Concurrent with the authorization and issuance of the Class B preferred
shares, Origin Software and the Company entered into a Share Exchange Agreement
(the Agreement) with Columbia Diversified Software Fund (Columbia), whereby
Columbia exchanged certain software rights in exchange for the 5,000,000 Class
B preferred shares. 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 is contending 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 is currently conducting a series of meetings with Columbia and
expects to reach a resolution to this issue.

     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.


NOTE 4 - CAPITAL STOCK
----------------------

COMMON STOCK
------------
     The Company has a single class of common stock, no par value.  Authorized
shares total 50 million.  There were 12, 561, 500 shares issued and outstanding
on March 31, 2001.  During the six months ended March 31, 2001, the Company
issued 506,200 shares of common stock.

     At March 31, 2001, a total of 5,000,000 common shares are reserved to
honor the exchange rights of holders of the Class B preferred shares of Origin
Software Corporation, though the number of shares that will ultimately by
issued to honor such rights may be significantly less than the total shares
reserved. Another 2,925,000 common shares are reserved to honor outstanding
stock options and warrants. A large number of shares were reserved to honor the
rights of the holder of the convertible debenture, detachable stock warrants
and other investment options described in Note 2. On January 24, 2001,
following the execution of the New Agreement described in Note 2, the Company
cancelled the registration statement whereby 4,719,040 common shares reserved
to honor the rights of the holder of the convertible debenture, warrants and
investment options, and other investors, had been previously registered.

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 Company has granted
2,634,000 options.  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.  Certain options granted to senior management during 1999 vest over two
years.

     A summary of the status of the Plan at March 31, 2001 is as follows:

<TABLE>
<CAPTION>
                                                               Weighted-
                                                                Average
                                                   Number       Exercise
                                                  Of Shares      Price
                                                  ----------   ---------
<S>                                               <C>            <C>
Options outstanding at September 30, 2000         1,385,000       $5.02
  Granted                                                 0           0
  Exercised                                               0           0
  Forfeited                                         120,000       $6.67
                                                  ---------       -----
Options outstanding at March 31, 2001             1,265,000       $4.60

Options exercisable at March 31, 2001               181,250       $5.87
</TABLE>


     A summary of stock options outstanding at March 31, 2001 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>
$2 to $10.25      1,265,000   3.89 years     $4.60      181,250       $5.87
</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 during the six months ended March 31, 2001.

OTHER STOCK-BASED COMPENSATION
------------------------------
      During the six months ended March 31, 2001 the Company did not issue
options, warrants or any other type of stock-based compensation.


NOTE 5 - RELATED PARTIES
------------------------

The Company is affiliated through common ownership with the following entities:

kTRAVEL SOLUTIONS INC. (kTRAVEL)
--------------------------------
     kTRAVEL is a British Columbia corporation owned by an officer of the
Company. During 2000, the Company and kTRAVEL entered into a distribution and
support and maintenance agreement whereby kTRAVEL receives 50% of deployment
fees for certain customer contracts and receives additional fees for helping
provide software support and maintenance to these customers. During the six
months ended March 31, 2001, a total of $109,500 fees were incurred to Ktravel.
There were accounts payable due to kTRAVEL of $47,000 at March 31, 2001.

VISTA STRATEGIC MANAGEMENT, INC. (VISTA)
----------------------------------------
     Vista is an Ontario corporation partially owned by a Director of the
Company. During the six months ended March 31, 2001, Vista provided strategic
marketing services to the Company and was paid $95,500 in professional fees.
There were accounts payable due to Vista in the amount of $20,400 at March 31,
2001.


NOTE 6 - 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.

<TABLE>
<CAPTION>
                                      Software Sales and Development
                           ---------------------------------------------------
                                                         Inter-
                              Inter-                    national
                             national                     Trade
                               Trade     K-Server      Consulting    Total
                           ------------  ----------    ----------  -----------
<S>                        <C>           <C>            <C>        <C>
THREE MONTHS ENDED
  MARCH 31, 2000
External revenues          $   26,900    $ 258,000     $142,300    $  427,200
Inter-segment revenues              -            -            -             -
Segment income (loss)        (184,100)     (25,000)      36,000      (173,100)
  before tax
Segment assets              1,872,500      542,500      148,500     2,563,500

THREE MONTHS ENDED
  MARCH 31, 2001
External revenues              31,000       93,400      115,800       240,200
Inter-segment revenues              -            -            -             -
Segment income (loss)         (48,900)    (209,700)      17,800      (240,800)
  before tax
Segment assets                726,600      625,600      230,900     1,610,000

SIX MONTHS ENDED
  MARCH 31, 2000
External revenues              91,000      292,000     256,000        639,000
Inter-segment revenues              -            -           -              -
Segment income (loss)        (322,800)    (305,000)     68,700       (559,100)
  before tax
Segment assets              1,872,500      542,500     148,500      2,563,500

SIX MONTHS ENDED
  MARCH 31, 2001
External revenues              54,500      310,600     301,400        666,500
Inter-segment revenues              -            -           -              -
Segment income (loss)        (121,700)    (474,900)    120,200       (476,400)
  before tax
Segment assets                726,600      652,600     230,900      1,610,000
</TABLE>

<TABLE>
<CAPTION>
                                                 Three months ended
                                                     March 31,
                                           ------------------------------
                                               2000               2001
                                           ------------      ------------
<S>                                        <C>               <C>
Total income (loss) before tax for
  reportable segments                      $  (173,100)      $  (240,800)
Corporate headquarters expenses             (2,236,700)         (431,700)
                                           ------------      ------------
Consolidated totals                        $(2,409,800)        $(672,500)

<CAPTION>
                                                  Six months ended
                                                     March 31,
                                           ------------------------------
                                               2000               2001
                                           ------------      ------------
<S>                                        <C>               <C>
Total income (loss) before tax for
  reportable segments                      $  (559,100)      $  (476,400)
Corporate headquarters expenses             (2,804,600)       (1,873,900)
                                           ------------      ------------
Consolidated totals                        $(3,363,700)      $(2,350,300)
</TABLE>


NOTE 7 - COMMITMENT AND CONTINGENCIES
-------------------------------------

PENDING SHARE EXCHANGE
----------------------
     As described in Note 3, the Company and its subsidiary, Origin Software
Corporation, have entered into a Share Exchange Agreement (the Agreement) with
Columbia Diversified Software Fund Limited Partnership (Columbia). During 2000,
Columbia gave notice of its intention to exercise its exchange rights under the
Agreement. However, the exchange was not completed as contemplated, and
Columbia subsequently contended that the Company has not complied with the
terms of the Agreement, because the shares to be delivered to Columbia upon
completion of the exchange were restricted from resale under applicable
securities laws.

     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 is currently conducting a series of meetings with Columbia
and expects to reach a resolution to this issue.

<PAGE>

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

OPERATIONS ANALYSIS
-------------------
     During the quarter ended March 31, 2001 we had consolidated revenues of
$240,200, operating expenses of $773,200 and an operating loss before interest
and depreciation of  $547,500.

     Revenues for the three months ended March 31, 2001 decreased 44% as
compared to 2000 revenues for the same period, which totaled $427,200. The
decrease is a result of the delay in securing new contracts for k-Server and a
reduction in sales in the International Trade Products Division, where
potential clients have delayed or cancelled their software acquisition budgets
in light of the economic slowdown experienced in the quarter.

     Operating expenses include research and development, sales and marketing,
and general and administrative expenses. The aggregate of these costs, in the
sum of $733,200 for the quarter ended March 31, 2001, decreased 29% when
compared to the same period in the previous fiscal year. The decrease was a
result of reduced staff at all levels in the organization and the
implementation of strict cost-control measures to preserve cash. Management
believes that the cost-control strategies that have been implemented throughout
the organization have not hindered the company's ability to actively pursue new
contracts, or its ability to deliver on those contracts when they are executed.

     Research and development costs for the three months ended March 31, 2001
totaled $197,700 as compared to $243,200 for the same period in the previous
fiscal year. This was the result of economies of scale and process efficiencies
in the kServerT department, reduced staff levels and cost-control measurements.

     Sales and marketing costs decreased 17% during the quarter, from $231,900
to $193,000 in the period January 1 to March 31, 2000 and 2001, respectively.
The decrease is a result of reduced traveling costs associated with sales and
marketing efforts and other cost control efforts.

     General and administrative expenses decreased 39%, from $563,200 to
$342,500 in the second quarter of fiscal 2000 and 2001, respectively. The
company has significantly reduced its legal expenses and other administrative
costs. Other cost reductions in traveling, investor relations and a leaner
corporate staff contributed to the decrease.

     Amortization and depreciation costs decreased from $141,400 in the second
quarter of fiscal 2000 to $60,300 in the second quarter of fiscal 2001. The
reduction is primarily the result of the lower carrying value of the ORIGIN(TM)
software acquired in May 1999, which was marked down in fiscal 2000.

     Interest expense for the three months ended March 31, 2001 was $128,400, a
significant decrease from the $1,646,700 interest expense from the same period
in fiscal year 2000. In the quarter ended March 31, 2000, the Company issued a
$5 million convertible debenture, which bore interest at a rate of 7% per
annum. In addition to the interest charge at 7%, the debenture included a
beneficial conversion feature that was immediately exercisable. This
circumstance resulted in the immediate recognition of over $1,575,000 of
interest expense related to the conversion feature during that quarter. On
January 12, 2001, an agreement was reached with the holder of the debenture
where the convertible debenture was redeemed and exchanged for consideration of
$1,300,000 and a promissory note with a face amount of $2,860,000. The note
calls for interest payments at a rate of 11%, compounded annually. The company
accrues the interest due on the note on a monthly basis. In the quarter ended
March 31, 2001, interest related to the promissory note described above, and
more fully in Note 2 of the accompanying financial statements, was accrued in
the amount of $68,200.  Partial interest payments of $20,000 per month commence
in January 2002.

     During the quarter ended March 31, 2001, the company realized an
extraordinary gain on debt conversion, arising out of the redemption and
exchange agreement reached with the holder of the convertible debenture
described above. The company has reported this gain as an extraordinary item as
it is a one-time event that is not expected to be repeated in the near future
and is not part of the company's normal course of business.

     Net loss during the second quarter of fiscal 2001 was $672,500. In the
quarter ended March 31, 2000, we reported a net loss of $2,324,100. The
decrease in the net loss was primarily a result of the reduction in interest
expense and cost-control measurements aimed at achieving operating efficiency.

     During the six months ended March 31, 2001 the company had consolidated
revenues of $666,500, operating expenses of $1,838,400 and an operating loss
before interest and depreciation of  $1,267,800.

     Revenues for the six months ended March 31, 2001 increased slightly by 4%
to $666,500, as compared to 2000 revenues for the same period, which totaled
$639,000. The increase was a result of new K-server contracts delivered in the
first quarter of fiscal 2001 and increased sales from the International Trade
Consulting division within the same period.

     Operating expenses include research and development, sales and marketing,
and general and administrative expenses. These costs totaled $1,838,400 in the
six months ended March 31, 2001, a $158,900 or 8% reduction from the same
period in the previous fiscal year. The decrease was a result of reduced staff
at all levels in the organization and cost-control measures to reduce the rate
of cash expenditures.

     Research and development costs for the six months ended March 31, 2001
totaled $384,100 as compared to $497,000 for the same period in the previous
fiscal year. This was the result of economies of scale and process efficiencies
in the kServerT department, reduced staff levels and cost-control measurements.
The kServer division believes it is ready to deploy its product effectively and
in a timely manner upon the receipt of orders.

     Sales and marketing costs increased 56% during the six months ended March
31, 2001 as compared with the six months ended March 31, 2000, from $372,600 to
$581,800, respectively. The increase is a result of increased distribution
costs associated with delivery of kServer contracts incurred in the quarter
ended December 31, 2001. Other marketing and sales costs, including traveling
and printed materials, decreased from the fiscal 2000 six months period to
fiscal 2001 six months period.

     General and administrative expenses decreased 23%, from $1,127,700 to
$872,500 from the six months ended March 31, 2000 to the six months ended March
31, 2001, respectively. The company has considerably reduced its legal expenses
and other administrative costs. Other cost reductions in traveling, investor
relations, together with a leaner corporate staff contributed to the decrease.

     Amortization and depreciation costs decreased from $283,700 for the six
months ended March 31, 2000 to $123,600 expensed in the six months ended March
31, 2001. The reduction is fundamentally the result of the lower carrying value
of the ORIGIN(TM) software acquired in May 1999, which was marked down in
fiscal 2000.

     Interest expense for the six months ended March 31, 2001 was $1,074,000 a
significant decrease from the $1,657,600 interest expense from the same period
in fiscal year 2000. In the six months ended March 31, 2000, the company issued
a $5 million convertible debenture, which bore interest at a rate of 7% per
annum. In addition to the interest charge at 7%, the debenture included a
beneficial conversion feature that was immediately exercisable. This
circumstance resulted in the immediate recognition of over $1,575,000 of
interest expense related to the conversion feature during that period. During
the quarter ended December 31, 2000 the company incurred $946,000 of interest
expense, related in part to the accrual of interest on the debenture at 7% per
annum and to an interest charge in the amount of $768,100 that resulted from
the resolution of a contingently adjustable beneficial conversion feature of
such instrument. For the three months ended March 31, 2001, as described above,
interest charges related to a promissory note in the face amount of $2,860,000
totaled $68,200.

     Net loss during the six months ended March 31, 2001 was $2,350,300. In the
six months ended March 31, 2000, we reported a net loss of $3,278,000. The
decrease in the net loss was primarily a result of the reduction in interest
expense and cost-control measurements aimed at achieving operating efficiency.

INTERNAL AND EXTERNAL SOURCES OF LIQUIDITY
------------------------------------------
     On March 31, 2001, our cash and cash equivalents totaled $511,400. This
represents a $1,983,600 decline as compared to our cash holdings on December
31, 2000 of $2,495,000. The primary factor affecting the decline in cash
holdings was a $1,300,000 payment to a holder of a convertible debenture,
described in the following paragraph.

     On January 12, 2001, the debenture, warrants and investment options
described in Note 2 to the accompanying financial statements were cancelled. On
that date, $1,300,000 of the debenture was redeemed for cash and the balance of
the debenture and accrued interest, the warrants, and the investment options
were exchanged for a non-convertible, non-redeemable, 4 year, 11% promissory
note for $2,860,000. Partial interest payments on the note will commence on
January 12, 2002 at $20,000 per month. The note provides us with the ability to
prepay all or any part of the note. A discount on the remaining balance of the
note will be given to the Company for prepayments of principal. The discount
will be calculated by multiplying 4% times a fraction, the denominator of which
will be 360 and the numerator of which will be the number of days from the date
of the prepayment to the maturity date. The maximum discount, as calculated on
the date of the redemption and exchange agreement, was $500,000.

     Our need for additional capital and our ability to raise capital have been
impacted both positively and negatively by the $1,300,000 redemption described
above.

     The Company also experienced an operating deficit in the quarter ended
March 31, 2001, as cash outlays were greater than cash inflows from existing
contracts and the generation of new business in the period.

     On March 31, 2001, the Company had working capital of $392,200 and a
current ratio of 1.69-to-1. The working capital position has declined when
compared to the balance at December 31, 2001 when working capital was $999,300.
The current ratio improved when compared to the current ratio of 1.5-to-1 at
December 31, 2000.  The decrease in working capital was a direct result of the
operating deficit experienced during the quarter.

     We seek operating and financial stability by pursuing our business
fundamentals and have concentrated our efforts during the current fiscal year
on sales and marketing activities. Substantial efforts have been devoted to
foster a strategic relationship to co-market the k-Server technology in
emerging markets currently seeking content management solutions. We are
currently working on securing a series of contracts that are expected to
significantly contribute towards revenue growth; however, we are finding that
the original timing anticipated to obtain purchase contracts has taken longer
than we expected.  The Company believes it is well-positioned to deliver
product in a timely manner upon execution of purchase contracts.

     Management is actively involved in monitoring the profitability and
performance of the different segments of the company. The International Trade
Products Division experienced difficulty attaining sales quotas, and personnel
layoffs were made towards the end of the quarter to reduce segment loss and
assist in positioning the division as a self-sustaining business unit.

     The company has implemented a series of cost control measures throughout
the organization to reduce the rate of operating cash expenditures and we may
be required to implement further adjustments in the coming quarters. The goal
to reduce working capital requirements as compared to fiscal 2000 levels
continues to be a corporate priority and management feels that progress was
made in the quarter ended March 31, 2001 towards that goal.

     Notwithstanding the above, 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.  Should we proceed with
additional financing on unsatisfactory terms, the interests of existing
shareholders may be diluted, perhaps significantly so.

     Capital investing activities during the six months ended March 31, 2001
consisted primarily of purchases of property and equipment, principally
computer hardware and software. Capital expenditures, including those under
capital leases, totaled $223,500 in fiscal 2000 and $36,500 in the six months
ended March 31, 2001. All of these capital acquisitions were made prior to
December 31, 2000. We do not expect to incur significant capital expenditures
in the remaining months of the current fiscal year.

     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.

     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 March 31, 2000. SFAS No.133 establishes
accounting and reporting standards for derivative instruments, including other
contracts, and for hedging activities. We adopted SFAS No. 133 in the quarter
ended December 31, 2000 and its adoption did not 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 March 31, 2001.

     One of the three outstanding mortgages on our office in North Vancouver
expired in January 2001. We paid the full amount of the mortgage balance to the
lender in the amount of $100,000 plus accrued interest.

TRENDS OR UNCERTAINTIES
-----------------------
There are no known trends or uncertainties that will have a material impact on
revenues.


<PAGE>
                          PART II - OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS
-------------------------

REPURCHASE OF ORIGIN SOFTWARE AND ISSUANCE OF PREFERRED SHARES
--------------------------------------------------------------
     In connection with the repurchase of certain software rights from Columbia
Diversified Software Fund (Columbia), the Company's subsidiary, Origin
Software, issued 5 million shares of Class B preferred stock. Concurrent with
the authorization and issuance of the Class B preferred shares, Origin Software
and the Company entered into a Share Exchange Agreement (the Agreement) with
Columbia Diversified Software Fund (Columbia), whereby Columbia exchanged
certain software rights in exchange for the 5,000,000 Class B preferred shares.
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 is contending 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 is currently conducting a series of meetings with Columbia and
expects to reach a resolution to this issue.

     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.

     No litigation related to this transaction has started.


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 ON FORM 8-K
----------------------------------------

          EXHIBITS
          --------
          11.0 Computation of Earnings Per Share

          REPORTS ON FORM 8-K
          -------------------
          None.

<PAGE>
                                 SIGNATURES

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

                                   SMARTSOURCES.COM, INC.


DATE:  May 15, 2001                By:  /s/Nathan Nifco
                                        ---------------------------------
                                        Nathan Nifco, Chairman and C.E.O.