RETURN ASSURED INC
10QSB, 2001-01-19
COMPUTER & OFFICE EQUIPMENT
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<PAGE>


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

                                   FORM 10-QSB

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                     For the quarter ended November 30, 2000

                                       or

                TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

         For the transition period from ____________ to ________________

                         Commission file number 0-21679

                           RETURN ASSURED INCORPORATED
             (Exact name of registrant as specified in its charter)


Delaware                                                              13-3896069
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                               Identification No.)


1901 Avenue of the Stars Suite 1710
Los Angeles, California
                                                                           90067
(Address of principal executive offices)                              (Zip Code)


                                  887-807-4664
              (Registrant's telephone number, including area code)

         Check whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months, and (2) has been subject to such filing requirements for
the past 90 days.  Yes |X | No | |

         As of January 18, 2001, there were 9,163,265 shares of the registrant's
common stock, par value $0.001 issued and outstanding.


<PAGE>



                           RETURN ASSURED INCORPORATED
                NOVEMBER 30, 2000 QUARTERLY REPORT ON FORM 10-QSB
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                        Page Number

<S>                                                                                                              <C>
                  Special Note Regarding Forward Looking Information .............................................2

                                             PART I - FINANCIAL INFORMATION

Item 1.           Financial Statements ...........................................................................3
Item 2.           Management's Discussion and Analysis of Financial Condition and
                     Results of Operations.......................................................................12
Item 3.           Quantitative and Qualitative Disclosures About Market Risk.....................................13

                                             PART II - OTHER INFORMATION

Item 1.           Legal Proceedings..............................................................................13
Item 2.           Changes in Securities and Use of Proceeds......................................................14
Item 3.           Defaults Upon Senior Securities................................................................14
Item 4.           Submission of Matters to a Vote of Security Holders............................................14
Item 5.           Other Information..............................................................................14
Item 6.           Exhibits and Reports on Form 8-K...............................................................14
</TABLE>



         References in this report to "we", "us", "our" and similar terms means
Return Assured Incorporated, a Delaware corporation, formerly Hertz Technology
Group, Inc.



                                                                               1
<PAGE>



SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

          To the extent that the information presented in this Quarterly Report
on Form 10-QSB for the quarter ended November 30, 2000 discusses financial
projections, information or expectations about our products or markets, or
otherwise makes statements about future events, such statements are
forward-looking. We are making these forward-looking statements in reliance on
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Although we believe that the expectations reflected in these
forward-looking statements are based on reasonable assumptions, there are a
number of risks and uncertainties that could cause actual results to differ
materially from such forward-looking statements. These risks and uncertainties
are described, among other places in this Quarterly Report, in "Management's
Discussion and Analysis of Financial Condition and Results of Operations".

          In addition, we disclaim any obligations to update any forward-looking
statements to reflect events or circumstances after the date of this Quarterly
Report. When considering such forward-looking statements, you should keep in
mind the risks referenced above and the other cautionary statements in this
Quarterly Report.



                                                                               2
<PAGE>



         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

<TABLE>
<S>                                                                                                   <C>
         Independent Accountant's Report.................................................................4
         Consolidated Balance Sheet as of November 30, 2000 and August 31, 2000..........................5
         Consolidated Statements of Operations
            for the three months ended November 30, 2000 and 1999 .......................................6
         Consolidated Statement of Shareholders' Equity..................................................7
         Consolidated Statements of Cash Flows
            for the three months ended November 30, 2000 and 1999 .......................................8
         Notes to Consolidated Financial Statements...................................................9-11
</TABLE>



                                                                               3
<PAGE>




INDEPENDENT ACCOUNTANT'S REPORT




To the Board of Directors and Shareholders of
Return Assured Incorporated


We have reviewed the accompanying consolidated balance sheet of Return Assured
Incorporated and Subsidiaries as of November 30, 2000, and the related
consolidated statements of operations, shareholders' equity, and cash flows for
the three-month period then ended. These financial statements are the
responsibility of the Company's management.

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

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





GOLDSTEIN GOLUB KESSLER LLP
New York, New York

January 8, 2001



                                                                               4
<PAGE>



RETURN ASSURED INCORPORATED AND SUBSIDIARIES
(formerly A Sure eCommerce, Inc.)



<TABLE>
<CAPTION>
                           CONSOLIDATED BALANCE SHEET
------------------------------------------------------------------------------------------------------------------------------------

                                                                                    November 30,          August 31,
                                                                                        2000                 2000
------------------------------------------------------------------------------------------------------------------------------------
                                                                                     (unaudited)

<S>                                                                                <C>                   <C>
ASSETS

Current:
  Cash                                                                                $   337,493          $   132,107
  Cash in Escrow                                                                        3,750,000
  Accounts receivable (net of allowance for doubtful accounts
   of $54,525 as of November 30, 2000)                                                    980,793               37,759
  Inventory (Note 2)                                                                      472,686
  Prepaid expenses                                                                        547,933              270,599
------------------------------------------------------------------------------------------------------------------------------------
      Total current assets                                                              6,088,905              440,465

Goodwill (net of accumulated amortization of $89,023)                                  10,593,792

Property and Equipment (net of accumulated depreciation of
 $880,966 and $16,817, respectively)                                                    1,104,922               97,036

Deferred Offering Cost                                                                                       1,129,361
------------------------------------------------------------------------------------------------------------------------------------
      Total Assets                                                                    $17,787,619          $ 1,666,862
====================================================================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
  Accounts payable and accrued liabilities                                            $   867,498          $   346,166
  Current portion of capital lease obligations                                             64,403
------------------------------------------------------------------------------------------------------------------------------------
      Total current liabilities                                                           931,901              346,166

Capital Lease Obligation, net of current portion                                          180,939

Notes Payable                                                                             290,000              200,000
------------------------------------------------------------------------------------------------------------------------------------
      Total liabilities                                                                 1,402,840              546,166
------------------------------------------------------------------------------------------------------------------------------------

Shareholders' Equity:
  Preferred stock                                                                       4,950,000
  Common stock - $0.001 par value; authorized
   100,000,000 shares, issued and outstanding
   7,183,604 and 4,695,685, respectively                                                    7,184                4,696
  Additional paid-in capital                                                           16,184,060            3,438,516
  Accumulated other comprehensive income                                                      503                  503
  Accumulated deficit                                                                  (4,756,968)          (2,323,019)
------------------------------------------------------------------------------------------------------------------------------------
      Total Shareholders' Equity                                                       16,384,779            1,120,696
------------------------------------------------------------------------------------------------------------------------------------

      Total Liabilities and Shareholders' Equity                                      $17,787,619          $ 1,666,862
====================================================================================================================================
</TABLE>

                                  See Notes to Consolidated Financial Statements

                                                                               2
<PAGE>


RETURN ASSURED INCORPORATED AND SUBSIDIARIES
(formerly A Sure eCommerce, Inc.)

<TABLE>
<CAPTION>
                      CONSOLIDATED STATEMENT OF OPERATIONS
------------------------------------------------------------------------------------------------------------------------------------

                                                                                    Three months ended November 30,
                                                                                    2000                      1999
------------------------------------------------------------------------------------------------------------------------------------
                                                                                             (unaudited)

<S>                                                                              <C>                      <C>
Sales                                                                            $    778,299

Cost of sales                                                                         458,803
------------------------------------------------------------------------------------------------------------------------------------
Margin                                                                                319,496
------------------------------------------------------------------------------------------------------------------------------------

General and administrative expenses:
  Wages and salaries                                                                  559,462                 $ 35,103
  Professional fees                                                                   100,922                   10,133
  Development costs
  Insurance                                                                            18,483
  Financing fees                                                                      506,000
  Travel and promotion                                                                 73,047
  Consulting fees                                                                     187,217
  Rent                                                                                 17,529                    4,493
  Office and miscellaneous                                                            302,138                   11,363
  Internet service and web design                                                      40,251                    2,943
  Telephone                                                                            25,422                      774
  Loan receivable write-off
  Interest and finance charges                                                         16,630                   (1,128)
  Depreciation and amortization                                                       236,994                    2,905
------------------------------------------------------------------------------------------------------------------------------------
Net loss                                                                           (1,764,599)                 (66,586)

Value of warrants issued in connection with preferred
 stock                                                                               (669,350)
------------------------------------------------------------------------------------------------------------------------------------
Net loss attributable to common shareholders                                      $(2,433,949)                $(66,586)
====================================================================================================================================

Net loss per share - basic and diluted                                            $     (0.41)                      N/A
====================================================================================================================================

Weighted average number of shares                                                   5,927,638                       90
====================================================================================================================================
</TABLE>


                                  See Notes to Consolidated Financial Statements

                                                                               3

<PAGE>


RETURN ASSURED INCORPORATED AND SUBSIDIARIES
(formerly A Sure eCommerce, Inc.)


                  CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------

                                                                       Common Shares
                                                                  and Paid in Capital in           Additional
                                                  Preferred     Excess of $0.001 Par Value           Paid-in       Accumulated
                                                    Stock         Number                             Capital         Deficit
-----------------------------------------------------------------------------------------------------------------------------------

<S>                                             <C>             <C>                <C>            <C>             <C>
Issuance of common stock:
  For cash:
    Initial shares                                                      90              $   1
Subscriptions received
Exchange loss
Net loss                                                                                                           $   (61,713)
-----------------------------------------------------------------------------------------------------------------------------------
Balance at August 31, 1999                                              90                  1                          (61,713)
Common Stock:
  Private placement                                              1,445,685              1,446     $  1,054,864
  Shares issued for offering costs:
    For proposed offering                                          340,000                340          485,860
    For private placement                                          200,000                200          285,800
    For private placement                                          200,000                200          285,800
  Value of warrants issued in connection
   with proposed offering                                                                              233,726
  Shares issued to founders' and other
   employees and consultants and
   recapitalization                                              2,095,000              2,095          885,381
  Cancellation of original shares                                      (90)                (1)
  Financing fees                                                   415,000                415          207,085
  Exchange gain
  Net loss                                                                                                          (2,261,306)
-----------------------------------------------------------------------------------------------------------------------------------
Balance at August 31, 2000                                       4,695,685              4,696        3,438,516      (2,323,019)
  Preference shares issued for cash              $5,000,000
  Exercise warrants for cash                                       100,000                100          199,900
  Issuance of warrants for financing fee                           100,000                100          199,900
  Issued as consequence of merger                                2,353,304              2,353       12,351,329
  Repurchase of common stock                                      (115,385)              (115)        (724,885)
  Issued on conversion of preferred stock           (50,000)        50,000                 50           49,950
  Value of warrants attached to preferred stock                                                        669,350        (669,350)
  Net loss                                                                                                          (1,764,599)
-----------------------------------------------------------------------------------------------------------------------------------
Balance November 30, 2000                        $4,950,000      7,183,604             $7,184      $16,184,060     $(4,756,968)
===================================================================================================================================

<CAPTION>
----------------------------------------------------------------------------------------------

                                                                                    Total
                                                Comprehensive                   Shareholders'
                                                   Income       Subscriptions      Equity
                                                   (Loss)         Received      (Deficiency)
----------------------------------------------------------------------------------------------

<S>                                             <C>             <C>             <C>
Issuance of common stock:
  For cash:
    Initial shares                                                                $         1
Subscriptions received                                            $ 35,426             35,426
Exchange loss                                        $(33)                                (33)
Net loss                                                                              (61,713)
----------------------------------------------------------------------------------------------
Balance at August 31, 1999                            (33)          35,426            (26,319)
Common Stock:
  Private placement                                                                 1,056,310
  Shares issued for offering costs:
    For proposed offering                                                             486,200
    For private placement                                                             286,000
    For private placement                                                             286,000
  Value of warrants issued in connection
   with proposed offering                                                             233,726
  Shares issued to founders' and other
   employees and consultants and
   recapitalization                                                (35,426)           852,050
  Cancellation of original shares                                                          (1)
  Financing fees                                                                      207,500
  Exchange gain                                       536                                 536
  Net loss                                                                         (2,261,306)
----------------------------------------------------------------------------------------------
Balance at August 31, 2000                            503                           1,120,696
  Preference shares issued for cash                                                 5,000,000
  Exercise warrants for cash                                                          200,000
  Issuance of warrants for financing fee                                              200,000
  Issued as consequence of merger                                                  12,353,682
  Repurchase of common stock                                                         (725,000)
  Issued on conversion of preferred stock
  Value of warrants attached to preferred stock
  Net loss                                                                         (1,764,599)
----------------------------------------------------------------------------------------------
Balance November 30, 2000                            $503      $   - 0 -          $16,384,779
==============================================================================================
</TABLE>

                                  See Notes to Consolidated Financial Statements

                                                                               4
<PAGE>


                                                     RETURN ASSURED INCORPORATED
                                               (formerly A Sure eCommerce, Inc.)

                      CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------

                                                                                   Three months ended November 30,
                                                                                    2000                      1999
------------------------------------------------------------------------------------------------------------------------------------
                                                                                             (unaudited)

<S>                                                                              <C>                        <C>
Operating activities:
  Net loss                                                                       $(1,764,599)               $  (66,586)
  Items not involving cash:
    Depreciation and amortization                                                    270,094                     2,905
    Services rendered in exchange for shares and
     subscriptions                                                                   486,000
    Loss on abandonment of assets                                                     82,429
  Changes in operating assets and liabilities:
    Accounts receivable                                                             (247,309)                  (23,388)
    Inventory                                                                        (38,591)
    Prepaid expenses                                                                  40,989                    (9,605)
    Accounts payable and accrued liabilities                                         381,189                      (502)
------------------------------------------------------------------------------------------------------------------------------------
Net cash (used by) operating activities                                             (789,798)                 (116,793)
------------------------------------------------------------------------------------------------------------------------------------

Investing activities:
  Acquisition of property and equipment                                              (16,652)                  (69,894)
  Net cash received on merger                                                        249,492
------------------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities                                                232,840                   (69,894)
------------------------------------------------------------------------------------------------------------------------------------

Financing activities:
  Capital lease payments                                                             (52,656)                  198,427
  Deferred offering costs
  Payment of notes payable                                                          (200,000)
  Issuance of common stock (cash)                                                    200,000
  Repurchase of common stock                                                        (435,000)
  Issuance of preferred stock                                                      5,000,000
------------------------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities                                          4,512,344                  198,427
------------------------------------------------------------------------------------------------------------------------------------

Inflow of cash                                                                     3,955,386                    11,740

Cash, beginning of period                                                            132,107                     2,674
------------------------------------------------------------------------------------------------------------------------------------
Cash, end of period                                                              $ 4,087,493                $   14,414
====================================================================================================================================

Supplemental Disclosure of Non-Cash Items
   Issue of common stock:
    For services
====================================================================================================================================
    For financing fees
====================================================================================================================================
</TABLE>


                                  See Notes to Consolidated Financial Statements

                                                                               5

<PAGE>



RETURN ASSURED INCORPORATED AND SUBSIDIARIES
(Formerly A Sure eCommerce, Inc.)
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

1.       BASIS OF PRESENTATION, ORGANIZATION AND NATURE OF OPERATIONS

         The accompanying consolidated financial statements are unaudited and in
         the opinion of management reflect all adjustments (consisting of normal
         recurring adjustments) considered necessary for a fair presentation in
         accordance with generally accepted accounting principles and with the
         instructions to Form 10-QSB. Operating results for the three month
         period ended November 30, 2000 are not necessarily indicative of the
         results that may be expected for the fiscal year ended August 31, 2001.
         For further information refer to the annual financial statements of
         Return Assured Incorporated and Hertz Technology Group Inc. included in
         the 10-KSB report previously filed.

         Return Assured Incorporated (the "Company") was incorporated under the
         laws of the State of Nevada on June 10, 1999. The Company was deemed to
         be in the development stage as more fully defined in Statement No. 7 of
         the Financial Accounting Standards Board Through the period ended
         August 31, 2000. The Company intends to provide a service that will
         guarantee customers who order products through the web sites of
         merchant members will get the product and that the merchant member will
         honour its stated return policies.

         On October 13, 2000 the Company, through a reverse triangular merger,
         became the accounting parent company and the legal subsidiary of Hertz
         Technology Group Inc. ("Hertz") Hertz subsequently was renamed Return
         Assured Incorporated , a Delaware corporation. As a result the former
         subsidiaries of Hertz have become wholly owned subsidiaries. The
         Consolidated Financial Statements now include the following Companies,
         Return Assured Incorporated (Delaware), Return Assured Incorporated
         (Nevada), Hertz Computer Corporation, Hergo Ergonomic Support Systems
         Inc., Remote IT.com, Inc. and Edutec Computer Education Institute, Inc.
         The merger has been accounted for as a purchase with resulting goodwill
         amounting to $10,594,000 The consolidated Statements of Operations
         include the operations of Hertz and it's subsidiaries since the date of
         the merger.


<PAGE>



RETURN ASSURED INCORPORATED AND SUBSIDIARIES
(Formerly A Sure eCommerce, Inc.)
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


         The following pro forma information assumes the acquisition had
occurred at the beginning of the periods presented:

<TABLE>
<CAPTION>
                                                                     Three Months Ended
                                                             November 30,            November 30,
                                                                2000                      1999
                                                                -----                     ----

<S>                                                      <C>                       <C>
        Sales                                                 $1,390,707                $1,579,448

        Net Loss                                              (2,783,375)                 (535,848)

        Loss per share - basic and diluted
                                                              $     0.40                $     0.25

        Weighted average number of shares
        outstanding                                            6,914,373                 2,129,173
</TABLE>


         The operations have ceased in Hertz Computer Corporation during the
         previous fiscal year and in Edutec subsequent to the end of the current
         quarter.

2.       INVENTORY

         As at November 30, 2000 inventory consists of:

                     Raw materials                                      $ 55,787
                     Work in progress                                    154,975
                     Finished goods                                      261,924
                                                             -------------------
                                                                        $472,686
                                                             ===================

3.       SEGMENT INFORMATION
         .
<TABLE>
<CAPTION>
                                Financial                        Technology
                                Services          Hergo            Group           Corporate        Consolidated

<S>                            <C>            <C>                <C>            <C>                  <C>
        Assets                    $ 496,826      $2,600,015         $ 361,244      $14,329,534          $17,787,619

        Sales
        (unaffiliated)                              778,299                                                 778,299

        Loss Before Tax            (955,166)        (53,032)         (245,992)      (1,179,759)          (2,433,949)
</TABLE>




<PAGE>



RETURN ASSURED INCORPORATED AND SUBSIDIARIES
(Formerly A Sure eCommerce, Inc.)
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


4.       CAPITAL TRANSACTIONS

         The Company completed a financing of Series A Convertible Preferred
         Stock at the same time as the merger. The preferred shares carry a
         dividend of 1% and are convertible at the lesser of the average three
         lowest Per Share Market Value Prices for the previous 45 day period
         preceding the conversion date or $3.00. Per Share Market Price is
         defined as the closing bid prices of the company's common shares.

         The Company has placed in Escrow 8,267,195 common shares to facilitate
         conversion of the preference shares as at November 30, 2000 the holder
         of the preferred shares had converted $50,000 of preference shares into
         50,000 common shares. This transaction occurred effective November 28,
         2000.


<PAGE>



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

          The following discussion and analysis should be read in conjunction
with the Financial Statements and Notes thereto appearing elsewhere in this
Quarterly Report. Certain statements in this Quarterly Report, which are not
statements of historical fact, are forward-looking statements. See "Special Note
Regarding Forward-Looking Information" on Page 3.


General
The Merger

We recently closed the business combination of our Return Assured business and
Hertz Technology Group business. On October 13, 2000 Asure Acquisition Corp., a
wholly-owned subsidiary of Hertz Technology Group, Inc., a Delaware Corporation,
was merged into Return Assured Incorporated, a Nevada Corporation. At the same
Hertz Technology Group changed its name to Return Assured Incorporated.

As a result of this merger Return Assured Incorporated (Nevada) became the
predecessor for accounting purposes. The Consolidated Financial Statements now
include the following companies, Return Assured Incorporated (Delaware), Hergo
Ergonomic Support Systems Inc., Return Assured Incorporated (Nevada), Hertz
Computer Corporation, Remote IT.com, Inc. and Edutec Computer Education
Institute, Inc.

Subsequent to the merger we operate in three areas, our financial services area
comprising the Return Assured Business of its "Web Seal of Approval" and related
services, the Hergo Group which is comprised of Hergo Ergonomic Support Systems
Inc. and the Technology Group comprised of Remote IT Inc. and Hertz Computer
Corporation and Edutec Computer Education Institute Inc. Hertz Computer
Corporation ceased manufacturing in the later part of Fiscal (August 31, 2000)
2000 and Edutec ceased active operations in December with the surrender of the
Varick Street Lease.

The financial statements only include the Hertz operations from October 13,
2000, the date of the merger, to November 30, 2000.

Plan of Operations

At the completion of the merger we also completed a financing in the amount of
$5,000,000 through the issuance of 5,000 convertible preferred shares. As a
result of the financing we expects that we will have sufficient cash resources
to fund all of our proposed operations for the next 12 months.

We have recently commenced our Return Assured operations and have not generated
any revenues since inception in June 1999 through August 31, 2000. Our Return
Assured operations have consisted of:

         o    determining the feasibility and potential market acceptance of our
              web seal service;
         o    developing the infrastructure to deliver and monitor our web seal
              service;
         o    structuring our cyber insurance policy with Lloyd's of London;
         o    pursuing our marketing strategy by forming strategic relationships
              with web portals;
         o    raising capital to finance our business plan; and
         o    assembling our management team.


<PAGE>


Most of our expenses through November 30, 2000 have been:

         o    $ 1,662,433 wages and salaries;
         o    $   685,022  in professional and consulting fees; and
         o    $   717,919 financing fees.

Of the approximately $ 4.7 million in aggregate net losses since inception,
these wages and fees are approximately $2.3 million. Of this $2.3 million,
approximately $1.5 million is attributed to wages and fees paid in our common
stock.

Liquidity And Capital Resources

o        In October 2000, we raised $5,000,000 from the sale of our Series A
         convertible preferred stock. After giving effect to the merger, the
         sale of our Series A preferred stock and the redemption of Eli Hertz'
         common stock, we had, as of November 30, 2000, approximately:

o        $ 4,087,493 in cash; and
o        $ 5,517,004 in working capital.

         A significant portion of our working capital will be used to launch our
web seal operations which we anticipate will start to generate cash flow. If
cash flow from operations is not sufficient to meet our operating expenses, we
may require additional funding over the next twelve months. Should this not
materialize on favorable terms, we may be forced to curtail our plans and
spending.

         We expect our capital expenditures will increase significantly in the
future as we make technological improvements to our system and technical
infrastructure. We anticipate that we will spend at least $250,000 on developing
automated business processes and tools to carry out our business plan and
streamline systems that have already been developed. Additionally, we will
continue to evaluate possible investments in complementary businesses, products
and technologies, and plan to conduct aggressive brand promotions.

         We believe that our current cash will be sufficient to meet our
anticipated cash needs for working capital and capital expenditures for at least
the next twelve months. If cash generated from operations is insufficient to
satisfy our liquidity requirements, we may seek to sell additional equity or
debt securities or to obtain a credit facility. The sale of additional equity or
convertible debt securities could result in additional dilution to our
stockholders. If we issue debt securities, our fixed obligations will increase
and we may become subject to covenants that would restrict our operations. Such
financing may not be available in amounts or on terms acceptable to us, if at
all.

Our current expenditures amount to $150,000 to $200,000 per month in the
financial services division without considering major purchases or significant
expenditures.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not Applicable.


PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         None.


<PAGE>



ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

On December 15, 2000, we entered into a Program Promotion Agreement with Plasma
Net Inc., the provider of FreeLotto.com. a free online sweepstakes. Under the
Agreement, PlasmaNet and Return Assured will create promotional programs
enhanced by FreeLotto's relationship with its approximate 12,000,000 registered
users. Under the programs, FreeLotto members that opt in , will have their
contact information forwarded to us in real time for the purpose of new
membership / database relationship management.

In exchange for the above-mentioned membership generation, we will at the end of
each calendar week, issue $6.00 worth of our common stock to PlasmaNet for each
new member referred by us for that week. We have delivered into escrow 1,400,000
shares of common stock. Of the 1,400,000 shares in escrow, 542,066 shares have
been delivered to PlasmaNet for the first 200,000 registrations, which shares
will be returned to us if the program fails to result in 200,000 registrations.

These securities were sold under the exemptions from registration provided by
Section 4(2) of the Securities Act. Neither we nor any person acting on our
behalf offered or sold the securities by means of any form of general
solicitation or general advertising. PlasmaNet, Inc. represented in writing that
it acquired the securities for its own account. A legend was placed on the
certificates stating that the securities have not been registered under the
Securities Act and cannot be sold or otherwise transferred without an effective
registration or an applicable exemption.

The holder of our outstanding Series A Preferred Stock converted a portion of
such preferred stock. On November 11, 2000, it converted $50,000 worth of the
preferred stock for 50,000 shares of common stock. On January 17, 2001, it
converted $125,000 worth of the preferred stock for 529,661 shares of common
stock. These shares of common stock were delivered from escrow to the holder
upon conversion under the exemption from registration provided by Section 4(2)
of the Securities Act. Of the $175,000 worth of preferred stock converted by the
holder, $13,252 was accrued dividends and the difference reduced the amount of
preferred stock by $161,748.

ITEM 3.  DEFAULTS IN 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

(a)      Exhibits.


<PAGE>



27       Financial Data Schedule

(b)      Reports on Form 8-K.

         We have filed a Current Report on Form 8-K on January 12, 2001
disclosing the agreement with PlasmaNet Inc.

         SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                                     RETURN ASSURED INCORPORATED

<TABLE>
<S>                                         <C>
Dated: January 18, 2001                     By:  /s/ Matthew Sebal
                                                -------------------------------
                                                     Matthew Sebal
                                                     President and Chief Executive Officer

Dated: January 18, 2001                     By:  /s/ Barry Goldsammler
                                                -------------------------------
                                                     Barry Goldsammler
                                                     Chief Financial Officer

Dated: January 18, 2001                     By:  /s/ Michael Sweatman
                                                -------------------------------
                                                     Michael Sweatman
                                                     Chief Accounting Officer
</TABLE>




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