<PAGE>

                              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 December 31, 2000

                                    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 December 31, 2000, 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 DECEMBER 31, 2000.
                               ----------------------------------------
<CAPTION>
                                                         September 30,        December 31,
                                                              2000                2000
                                                           Unaudited
                                                         -------------       -------------
<S>                                                       <C>                 <C>
CURRENT ASSETS
Cash and cash equivalents                                 $ 3,102,100         $ 2,495,000
Trade accounts receivable, net                                402,100             356,100
Income tax refundable                                               -              62,700
Prepaid expenses                                               40,000              84,500
                                                          ------------        ------------
       Total current assets                                 3,544,200           2,998,300

CAPITALIZED SOFTWARE COSTS and
PURCHASED SOFTWARE RIGHTS, net                                457,700             402,000
PROPERTY and EQUIPMENT, net                                   867,600             844,200
OTHER ASSETS                                                   38,400              41,000
                                                          ------------        ------------
            TOTAL ASSETS                                    4,907,900           4,285,500

CURRENT LIABILITIES
Accounts payable and accrued liabilities                      259,100             294,600
Interest payable                                              197,900             275,800
Income tax payable                                            186,900             196,900
Deferred revenue                                               42,900              55,300
Current portion of long-term debt                           1,259,400           1,176,400
                                                          ------------        ------------
       Total current liabilities                            1,946,200           1,999,000

LONG-TERM LIABILITIES
Long-term debt, net of current portion                      2,551,800           2,632,100
Deferred tax liability                                         72,500              61,000
                                                          ------------        ------------
       Total liabilities                                    4,570,500           4,692,100

COMMITMENTS and CONTINGENCIES
MINORITY INTEREST                                           3,407,000           3,407,000
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, no par value, 50 million shares
  authorized, 12,561,500 and 12,055,300 shares
  issued and outstanding at December 31,
  2000 and September 30, 2000, respectively                 6,871,300           7,714,100
Accumulated other comprehensive income                        106,900              91,500
Accumulated equity (deficit)                               (9,311,100)        (10,988,900)
Deferred compensation                                        (736,700)           (630,300)
                                                          ------------        ------------
       Total stockholders' equity                          (3,069,600)         (3,813,600)
                                                          ------------        ------------
            TOTAL LIABILITIES and STOCKHOLDERS' EQUITY      4,907,900           4,285,500

</TABLE>

See accompanying notes to these consolidated financial statements.

<PAGE>
<TABLE>
                               SMARTSOURCES.COM, INC. AND SUBSIDIARIES
                           CONSOLIDATED STATEMENT OF OPERATIONS - UNAUDITED
                            Three months ended December 31, 1999 and 2000
                            ---------------------------------------------
<CAPTION>
                                                          For the three months ended
                                                    -------------------------------------
                                                      December 31,           December 31,
                                                          1999                   2000
                                                      ------------           ------------
<S>                                                   <C>                     <C>
REVENUES EARNED                                       $  212,000              $   426,300

COST OF SALES                                             54,000                   41,400
                                                      -----------             ------------
GROSS PROFIT                                             158,000                  384,900
OPERATING EXPENSES, EXCLUSIVE OF
DEPRECIATION AND AMORTIZATION
   Research & Development                                254,000                  186,400
   Sales and Marketing                                   141,000                  388,800
   General and Administrative                            564,000                  530,000
                                                      -----------             ------------
                                                         959,000                1,105,200
                                                      -----------             ------------
OPERATING LOSS, BEFORE
DEPRECIATION AND AMORTIZATION                           (801,000)                (720,300)

Depreciation and amortization                            142,000                   63,300
                                                      -----------             ------------
OPERATING LOSS                                          (943,000)                (783,600)
                                                      -----------             ------------
OTHER INCOME (EXPENSE)
   Interest and financing costs                          (11,000)                (946,000)
   Other income (expense)                                      -                   51,800
                                                      -----------             ------------
                                                         (11,000)                (894,200)
                                                      -----------             ------------
LOSS BEFORE PROVISION FOR INCOME TAXES                  (954,000)              (1,677,800)

PROVISION FOR (BENEFIT FROM) INCOME TAXES                                               -
                                                      -----------             ------------
NET LOSS                                               ($954,000)             ($1,677,800)

Basic loss per share                                      ($0.08)                  ($0.14)
Diluted loss per share                                    ($0.08)                  ($0.14)

Weighted average common shares
outstanding (basic and diluted)                       11,650,531                12,426,500

</TABLE>

See accompanying notes to these consolidated financial statements.

<PAGE>
<TABLE>
                               SMARTSOURCES.COM, INC. AND SUBSIDIARIES
                           CONSOLIDATED STATEMENT OF CASH FLOWS - UNAUDITED
                            Three months ended December 31, 1999 and 2000
                            ---------------------------------------------

<CAPTION>
                                                              For the three months ended
                                                           -------------------------------
                                                           December 31,       December 31,
                                                               1999               2000
                                                           ------------      -------------
<S>                                                         <C>               <C>
CASH FROM OPERATING ACTIVITIES
  Net Income (Loss)                                         ($954,000)        ($1,677,800)
Adjustments to reconcile net income (loss)
to net cash from operating activities
  Depreciation and amortization                               142,000              63,300
  Loss on disposal of assets                                  100,000                   -
  Stock-based compensation                                          -             106,400
  Accrued interest expense on long-term debt                        -             165,500
  Accrued interest expense from intrinsic
    value of conversion feature of long-term
    debt and accretion of debt discount                             -             768,100
Changes in operating assets and liabilities
  Trade accounts receivable                                   (44,000)             32,900
  Other assets                                                (18,000)            (42,400)
  Accounts payable and other current
    liabilities                                               137,000              55,300
  Income taxes payable and refundable                               -             (46,500)
                                                            ----------        ------------
      Net cash flows from operating activities               (637,000)           (575,200)
                                                            ----------        ------------
CASH FROM INVESTING ACTIVITIES
  Purchase of property and equipment                          (14,000)            (21,200)
  Refund of deposit on property and equipment                  16,000                   -
                                                            ----------        ------------
      Net cash flows from investing activities                  2,000             (21,200)
                                                            ----------        ------------
CASH FROM FINANCING ACTIVITIES
  Principal repayments of long-term debt                      (17,000)             (3,700)
  Principal repayments of capital lease
    obligations                                                (2,000)             (8,300)
  Repayment of advances from stockholder                       (1,000)                  -
  Proceeds from issuance of common stock                      686,000                   -
                                                            ----------        ------------
      Net cash flows from financing activities                666,000             (12,000)
                                                            ----------        ------------
EFFECT OF CHANGES IN EXCHANGE RATES                             1,800               1,300
                                                            ----------        ------------
NET CHANGES IN CASH                                            32,800            (607,100)
CASH and CASH EQUIVALENTS, beginning of period                164,200           3,102,100
                                                            ----------        ------------
CASH and CASH EQUIVALENTS, end of period                    $ 197,000         $ 2,495,000
                                                            ----------        ------------
Supplemental disclosure of Cash Flow
information:
      Interest paid                                         $  11,000         $    13,800
      Income taxes paid (received)                                  0                   0

</TABLE>

See Note 5 for supplemental disclosure on non-cash investing and financing
transactions.

See accompanying notes to these consolidated financial statements.

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, based upon forecasted sales resulting from contract negotiations and
planned cost and expense controls.  However, any projection of future cash
needs and cash flows are subject to substantial uncertainty.  With regard 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 anticipated 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 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 preferred stockholders'
proportionate share of the equity of Origin Software Corporation. The Company
owns all issued and outstanding common stock of these subsidiaries, which
represents 100% of voting rights.

     Minority interest represents the $3,407,000 value of Class B preferred
stock or Origin Software Corporation, as described in Note 3.


REVENUE RECOGNITION -

     The Company recognizes revenue in accordance with the 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, became effective for the
Company in fiscal 2001 and management believes it has had or will have no
impact on the financial position and results of operations of the Company.

     In December 1999, the Securities and Exchange Commission (SEC) released
Staff Accounting Bulletin No. 101 (SAB 101), Revenue Recognition in Financial
Statements. SAB 101 establishes guidelines in applying generally accepted
accounting principles to the recognition of revenue in financial statements
based on the following four criteria: (1) persuasive evidence of an arrangement
exists, (2) delivery has occurred or services have been rendered, (3) the
seller's price to the buyer is fixed or determinable and (4) collectibility is
reasonably assured. SAB 101, as amended by SAB 101A, is effective no later that
the first fiscal quarter of fiscal years beginning after December 15, 1999.
Accordingly, the Company has adopted the new guidance in the quarter ended
December 31, 2000. The Company does not believe that the adoption of SAB 101
has had or will have a material effect on its financial position or result of
operations.


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

LONG-TERM DEBT -

Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                September 30,    December 31,
                                                     2000            2000
                                                -------------    ------------
<S>                                                <C>            <C>
Unsecured convertible debenture,
interest at 7% payable at maturity or
upon conversion or redemption, due
February 2005, see further description
below and subsequent events footnote
(Note 9).                                          $3,297,800     $3,310,700

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.                                        270,400        259,900

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 2002.                       149,900        143,100

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         94,800
                                                   -----------    -----------
Total debt                                          3,811,200      3,808,500
Less current portion                               (1,259,100)    (1,176,400)
                                                   -----------    -----------
Long-term portion                                  $2,551,800     $2,632,100

</TABLE>


Long-term debt matures as follows:

<TABLE>
<S>  <C>                                <C>
     12 months ending December 31,
                2001                    $1,176,400
                2002                       338,400
                2003                         7,200
                2004                             0
                2005                     2,286,500
                                        ----------
                                        $3,808,500
                                        ==========
</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 24,200, 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.  Pursuing 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 charge 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 debenture.  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 December 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 December 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, $69,900 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 was
defined in the related Registration Rights Agreement. The holder claimed the
amount due was $22 million. No payment was made.  Subsequent to December 31,
2000, the Company and the holder negotiated a redemption and exchange agreement
(New Agreement) to resolve the claims created in the mandatory redemption
notice. Under the terms of the New Agreement, the warrants for 330,000 shares
referred to earlier in this footnote, and the convertible debenture together
with the rights thereon were cancelled in exchange for new consideration paid
by the Company, consisting of $1,300,000 in cash and a promissory note in the
face amount of $2,860,000. The note provides for interest at 11% per annum
compounded annually and calls for minimum monthly interest payments of $20,000
beginning January 2002 through maturity. Such payments may not be sufficient to
pay all accrued interest. The amount of long-term debt, associated with this
obligation reported as currently due in the accompanying balance sheet is based
upon the New Agreement entered into on January 12, 2001 (Note 9).


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, 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 per share, and have a
liquidation preference of Cdn $1 per shares. 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 the 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 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 December 31, 2000.  During the three months ended December 31, 2000, the
Company issued 506,200 shares of common stock in connection with the October
25, 2000 election by holder of a convertible debenture to convert $100,000 of
the debenture plus accrued interest (Note 2).

     At December 31, 2000, 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 be
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 are 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 Notes 2 and 9, 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 (Note 9).


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 December 31, 2000 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                                     110,000         $6.90
Options outstanding at December 31, 2000          1,275,000        $4.59
Options exercisable at December 31, 2000           150,000         $4.97
</TABLE>


A summary of stock options outstanding at December 31, 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
    --------   -----------   -----------   ---------  -----------  ---------
<C>             <C>          <C>             <C>        <C>          <C>
  $2 to $10.25  1,275,000    4.15 years      $4.59      150,000      $4.97
</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 ended December 31, 2000.


OTHER STOCK-BASED COMPENSATION -

     During the three months ended December 31, 2000 the Company did not issue
options, warrants or any other type of stock-based compensation.


NOTE 5 - NON-CASH TRANSACTIONS
------------------------------

     During the three months ended December 31, 2000, $165,500 was charged to
interest expense in relation to the outstanding balance of a convertible
debenture, which bore interest at the rate of 7% per annum (Note 2).

     On October 24, 2000,  the Company re-measured the conversion price of the
convertible debenture as of the February 24, 2000 issue date of the instrument.
Because the Company was not listed in certain stock exchanges by October 24,
2000 as required by the terms of the convertible debenture, a contingently
adjustable beneficial conversion feature was resolved. Upon resolution of the
contingency, the Company recorded a $768,100 charge to interest expense and
increased common stock for the intrinsic value of this conversion feature.

     On October 25, 2000, the holder of the convertible debenture elected to
convert a portion of the debenture. As a result of the conversion, $69,900 of
long-term debt and $4,700 of accrued interest were reclassified as common
stock, with 506,200 shares of common stock issued.

     During the three months ended December 31, 2000, the Company acquired
$13,000 of equipment under capital lease agreements.


NOTE 6 - 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 quarter
ended December 31, 2000, a total of $85,300 fees were incurred to kTRAVEL.
There were accounts payable due to kTRAVEL of $31,000 at December 31, 2000.

     VISTA STRATEGIC MANAGEMENT, INC. (VISTA)
     ----------------------------------------
     Vista is an Ontario corporation partially owned by a Director of the
Company. During the quarter ended December 31, 2000, Vista provided strategic
marketing services to the Company and was paid $55,500 in professional fees.
There were accounts payable due to Vista of $19,800 at December 31, 2000.


NOTE 7 - 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
                       --------------------------     International
                       International                      Trade
                           Trade         K-Server       Consulting      Total
                       -------------     --------     -------------- ----------
<S>                        <C>            <C>           <C>          <C>
Three months ended
  December 31, 1999
  External revenues        $64,400        $34,000       $113,600     $  212,000
Inter-segment revenues           -              -              -              -
Segment income (loss)
  before tax              (160,100)      (238,800)        32,700       (366,200)
Segment assets           1,874,700        706,700        154,700      2,736,100

Three months ended
  December 31, 2000
  External revenues         23,500        217,300        185,600        426,400
Inter-segment revenues           -              -              -              -
Segment income (loss)      (72,800)      (265,200)       102,400       (235,600)
  before tax
Segment assets             809,800        702,900        295,400      1,808,100

</TABLE>

<TABLE>
<CAPTION>
                                                     Three months ended
                                                         December 31,
                                                -----------------------------
                                                      1999           2000
                                                  ------------   ------------
<S>                                                <C>           <C>
Total income (loss) before tax
  for reportable segments                          ($366,200)    ($  235,600)
Corporate headquarters expenses                     (587,800)     (1,442,200)
                                                   ----------    ------------
Consolidated totals                                ($954,000)    ($1,677,800)

</TABLE>


NOTE 8 - 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.


NOTE 9 - SUBSEQUENT EVENT
-------------------------

     On January 12, 2001, the Company and the holder of a convertible debenture
described in Note 2 entered into a redemption and exchange agreement whereby
the mandatory redemption notice described in Note 2 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 provides 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 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 available, as calculated on the date of the redemption and
exchange agreement is $500,000. 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.


<PAGE>

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

OPERATIONS ANALYSIS:

     During the quarter ended December 31, 2000 we had consolidated revenues of
$426,300, operating expenses of $1,105,200 and an operating loss before
interest and depreciation of  $720,300.

     Revenues for the three months ended December 31, 2000 increased 101% as
compared to 1999 revenues for the same period, which totaled $212,300. The
increase is a result of the deployment of the kServer(tm) content management
technology with Uniglobe in the USA region, recurrent revenue from kServer(tm)
contracts with Uniglobe Western Canada and Uniglobe Ireland and United Kingdom,
as well as a considerable increase in billings generated from International
Trade consulting services.

     Operating expenses include research and development, sales and marketing,
and general and administrative expenses. The aggregate of these costs, in the
sum of $1,105,200 for the quarter ended December 31, 2000, increased 15% when
compared to the same period in the previous fiscal year.  The increase was due
to strategic sales and marketing expenses and legal and other regulatory costs
associated with restructuring a convertible debenture that was held by the
Company.

     Research and development costs for the three months ended December 31,
2000 totaled $186,400 as compared to $254,000 for the same period in the
previous fiscal year. This was a direct result of economies of scale and
process efficiencies in the kServer(tm) department.

     Sales and marketing costs increased 176% during the quarter, from $141,000
to $388,800 in the period of October 1 to December 31, 1999 and 2000,
respectively.  The increase is a result of strategic marketing efforts aimed at
securing a number of important kServer(tm) contracts in the coming quarters.

     General and administrative expenses decreased 6%, from $564,000 to
$530,000 in the first quarter of fiscal 2000 and 2001, respectively, in spite
of considerable legal expenses incurred in the period as described above. The
decrease resulted from introducing cost-reductions measures, mainly in the
areas of traveling expenses and investor relations.

     Amortization and depreciation costs decreased from $142,000 in the first
quarter of fiscal 2000 to $63,300 in the first quarter of fiscal 2001. The
reduction is a result of the lower carrying value of the ORIGIN(TM) software
acquired in May 1999, which was impaired in fiscal 2000 to fair value.

     Interest expense for the three months ended December 31, 2000 was
$946,000, a significant increase from the $11,000 interest expense from the
same period in fiscal year 2000. The increase is a direct result of the Company
issuing a $5 million convertible debenture in February 2000, 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 this feature during fiscal 2000. On
October 24, 2000, we re-measured the conversion price of the convertible
debenture as of the February 24, 2000 issue date of the instrument. Because we
were not listed on certain stock exchanges by October 24, 2000 as required by
the terms of the convertible debenture, a contingently adjustable beneficial
conversion feature was resolved. Upon resolution of the contingency, we
recorded a $768,100 charge to interest expense and increased common stock for
the intrinsic value of this conversion feature.

     Net loss during the first quarter of fiscal 2001 was $1,677,800. In the
quarter ended December 31, 1999, we reported a net loss of $954,000. The
increase in the net loss was primarily due to higher interest expense.


INTERNAL AND EXTERNAL SOURCES OF LIQUIDITY:

     On December 31, 2000, our cash and cash equivalents totaled $2,495,000.
This represents a 19.6% decline as compared to our cash holdings on September
30, 2000 of $3,102,100. The decrease results from the Company's operating
deficit, as cash outlays were superior to cash inflows from recurrent contracts
and the generation of new business in the first quarter of the current fiscal
year.

     On December 31, 2000, the Company had working capital of $999,300 and a
current ratio of 1.5 to 1.  The working capital position has receded when
compared to the balance at September 30, 2000 when working capital was
$1,598,000 with a current ratio of 1.8 to 1. The decrease in working capital is
a direct result of the operating deficit experienced in the quarter.

     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, four-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 available, as
calculated on the date of the redemption and exchange agreement, is $500,000.

     After making the $1,300,000 payment described above, we estimated our cash
position to be $1,200,000. 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.

     We are seeking operating and financial stability by working on our
business fundamentals and will concentrate our efforts in fiscal 2001 towards
sales and marketing activities. We are currently working on securing a series
of contracts that will significantly contribute towards these goals and have
identified certain cash-driven revenue goals to strengthen our working capital
position in the coming quarters. Additionally, we have implemented
opportunities to streamline our operating activities and reduce overhead. As a
result, we expect to reduce our working capital requirements with respect to
fiscal 2000 levels.

     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.

     Investing activities during the three nine months ended December 31, 2000
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 1999 and $26,600 in the three months
ended 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 December 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.

     In December 1999, the Securities and Exchange Commission (SEC) released
Staff Accounting Bulletin No. 101 (SAB 101), Revenue Recognition in Financial
Statements. SAB 101 establishes guidelines in applying generally accepted
accounting principles to the recognition of revenue in financial statements
based on the following four criteria: (1) persuasive evidence of an arrangement
exists, (2) delivery has occurred or services have been rendered, (3) the
seller's price to the buyer is fixed or determinable and (4) collectibility is
reasonably assured. SAB 101, as amended by SAB 101A, is effective no later than
the first fiscal quarter of fiscal years beginning after December 15, 1999.
Accordingly, we adopted the new guidance in the quarter ended December 31,
2000. We do not believe that the adoption of SAB 101 has had or will have a
material effect on our financial position or results of operations.


MATERIAL COMMITMENTS:

     The Company has not undertaken any material commitments for expenditures
as of December 31, 2000.

     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 RIGHTS 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 the 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 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:

   10.1    Employment Agreement between SmartSources.com Technologies Inc.
           and Anna Stylianides

   10.2    Employee Non-Competition Agreement between SmartSources.com
           Technologies Inc. and Anna Stylianides

   10.3    Employee Confidentiality and Assignment of Inventions Agreement
           between SmartSources.com Technologies Inc. and Anna Stylianides

   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:  February 20, 2001             By:   /s/ Nathan Nifco
       -----------------                  ------------------------
                                          Chairman and C.E.O.