UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

FORM 10-QSB

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

For the quarterly period ended: January 31, 2002

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

For the transition period from: ______________ to ______________

Commission File Number: 000-29477

D'Angelo Brands, Inc.
(Exact name of registrant as specified in its charter)

Nevada 87-0636386
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

14 Brewster Court, Brampton, Ontario Canada L6T 5B7
(Address of principal executive offices) (Postal code)

(905) 794-0335
(Registrant's telephone number, including area code)

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

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 [X]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:

Common Shares Outstanding 9,757,259
Number of shares outstanding as of
January 31, 2002

PART 1. FINANCIAL INFORMATION

ITEM I. FINANCIAL STATEMENTS

D' ANGELO BRANDS LTD.
Interim Balance Sheet
January 31, 2002
(Amounts expressed in US dollars)

ASSETS

Jan. 31 Jan.31
2002 2001
Current
Cash $ 2,057 -
Accounts receivable 84,715 85,015
Inventories 33,577 3,882
Loan Receivable 795,626 -
--------- ---------
915,975 88,897

Capital 2,088,711 -

Deferred Financing Charges 45,785 -
--------- ---------
$ 3,050,471 88,897
--------- ---------

LIABILITIES

Current
Bank indebtedness - 21,218
Accounts payable and accrued charges $ 374,699 243,154
Loans payable - 281,775
Advances- shareholders 56,821 105,565
--------- ---------
431,520 651,712

Mortgages Payable 2,017,705 -

SHAREHOLDERS' EQUITY

Capital Stock 1,747,410 68

Deficit (1,186,811) (562,883)
--------- ---------
560,599 (562,815)
Accumulated Other Comprehensive Loss 40,647 -
--------- ---------
601,246 (562,815)
--------- ---------
$ 3,050,471 88,897
--------- ---------

D' ANGELO BRANDS LTD.
Interim Statement of Earnings and Deficit
For the period ended January 31, 2002
(Amounts expressed in US dollars)

Three Months Ended Nine Months Ended
Jan. 31 Jan. 31 Jan. 31 Jan.31
2002 2001 2002 2001

Sales $ - 63,293 374,879 125,662

Cost of Sales - 32,210 297,427 63,950

Gross Profit - 31,083 77,452 61,712

Commission Income - 113,284 - 224,913
- 144,367 77,452 286,625

Expenses

Selling - 112,708 84,090 223,771
General and administrative 35,264 42,114 87,001 83,612

35,264 154,822 171,091 307,383

Loss Before the Under noted ( 35,264) ( 10,455) ( 93,639) (20,758)

Interest 63,639 6,149 64,837 12,208
Amortization 24,294 - 43,476 -
87,933 6,149 108,313 12,208

Net Loss (123,197) ( 16,604) (201,952) (32,966)

Deficit - beginning of period (1,063,614) (546,279) (984,859) (529,917)

Deficit - end of period $ (1,186,811) (562,883) (1,186,811) (562,883)

</table>

D' ANGELO BRANDS LTD.
Interim Statement of Cash Flows
For the period ended January 31, 2002
(Amounts expressed in US dollars)

Jan. 31 Jan.31
2002 2001
Cash Flows from Operating Activities
Net Loss $ (201,952) (32,966)
Adjustment for :
Amortization 43,476 -

(158,476) (32,966)

Changes in non-cash working capital
Accounts receivable (8,181) (61,888)
Inventories (33,577) (789)
Accounts payable and accrued charges 130,844 42,540

(69,390) (53,103)

Cash Flows from Investing Activities
Loan Receivable (795,626) -
Purchase of Capital Assets (2,091,285) -
Deferred Finance Charges 9,760 -
Deposit on building 64,160 -

(2,812,991) -

Cash Flows from Financing Activities
Loans Payable 2,017,705 (46,454)
Advances - shareholders 53,041 80,423
Issuance of Capital Stock 795,626 -

2,866,372 33,969

Effect of Foreign Currency Exchange Rates 6,185 466

Net Increase in Cash (9,824) (18,668)

Cash (Indebtedness) - beginning of period 11,881 (2,550)

Cash (Indebtedness) - end of period $ 2,057 ( 21,218)

</table>

D'ANGELO BRANDS LTD.
Notes to Interim Financial Statements
January 31, 2002

Going Concern Assumption

The financial statements are prepared in accordance with Form 10 QSB
specifications and, therefore, do not include all information and footnotes
normally shown in full annual Financial Statements. They have been prepared
with the assumption that the corporation will be able to realize its assets and
discharge its liabilities in the normal course of business as a going concern.
The corporation sustained material losses in the prior year and has a working
capital deficiency. Management expects that the corporation will become
profitable in the current fiscal year. Management has entered into negotiations
to provide working capital through a public offering. The corporations
continued existence, as a going concern is dependant upon its ability to attain
and maintain profitable operations and to complete the public offering.

Summary of Significant Accounting Policies

Outlined below are those policies considered particularly significant:

a) Capital assets and amortization

Capital assets are stated at cost or net replacement amount.
Amortization, based on the estimated useful lives of the assets, is
provided using the under noted annual rates and methods:

Trucks 30% Declining balance
Building 4% Declining balance

b) Inventory

Inventories are valued at the lower of cost (first-in, first-out basis)
or market.

c) Deferred financing charges

Deferred financing charges are amortized on a straight-line basis over
five years.

d) Use of Estimates

In preparing the company's financial statements, management is required
to make estimates and assumptions that affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements and reported amounts
of revenue and expenses during the period. Actual results could differ
from these estimates.

e) Foreign Currency Translation

The translation of the Interim Financial Statements from Canadian dollars
into United States dollars is performed for the convenience of the
reader. Balance Sheet accounts are translated using closing exchange
rates in effect at the Balance Sheet date and income and expense accounts
are translated using an average exchange rate prevailing during each
reporting period. No representation is made that the Canadian dollar
amounts could have been, or could be, converted into United States
dollars at the rates on the respective dates and or at any other certain
rates. Adjustments resulting from the translation are included in the
cumulative translation adjustments in shareholders' equity.

3. Nature of Business

The company is engaged in the wholesale and brokerage of consumer
groceries. The company was incorporated under the Ontario Business
Corporations Act on May 15, 1998 and commenced operations on May 1, 1999.

4. Mortgages Payable

A first mortgage in the amount of $413,725 matures February 9, 2002 and
bears interest at 16% per annum calculated monthly and is secured by the
property . A second mortgage in the amount of $ 1,603,980 matures January
28, 2002 and bears interest at 20% per annum calculated monthly.

8. Advances These from Shareholder

These advances are non-interest bearing and have no specified terms of
Repayment.

9. Related Party Transactions

The company has entered into a 25 year Royalty Agreement for the use of
intellectual property (i.e. trademarks, etc.), held by a related company
under common control, which requires the company to pay 3% of gross
revenues from sales of all products. The company is obligated to pay a
minimum of $300,000 Canadian dollars to a maximum of $800,000 Canadian
dollars in royalties during each calendar year. This agreement commences
December 1, 2001. During the year the company was allowed to use the
intellectual property at no cost. The company purchased printing plates
included in prepaid expense and production advertising materials as
described in note 4, from a shareholder related to the controlling
shareholder in return for a $500,000 Canadian dollar promissory note.

10. Commitments and Significant Contract

The company is committed to a 25 year royalty agreement with a related
company for the use of the intellectual property as described in note 11.
The company entered into a Purchase and Sale Agreement with Reagents
Canada Ltd. on December 4, 2000 to purchase a building located at 14
Brewster Road, Brampton, for $3,150,000.00 Canadian dollars. The
closing date of the agreement is November 1, 2001.

11. Contingent Gain

A claim was issued in the Ontario Superior Court of Justice on August 7,
2001 on behalf of D'Angelo Brands Ltd. v. Les Aliments Lexus Foods Inc.
The claim is for outstanding commissions of $278,000 Canadian dollars
plus $500,000 Canadian dollars in general damages for breach of contract.
It is the opinion of Management and Legal Counsel that it is likely that
the company will succeed on its claim for commissions and has a good
case for the damages for breach of contract. No provision has been made
in these financial statements in respect of this claim.

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

Management's Discussion and Analysis of Financial Condition

General

The following discussion and analysis should be read in conjunction with the
Company's consolidated financial statements and related footnotes for the year
ended February 29, 2001 included in its Annual Report on form 10 - KSB. The
discussion of results, causes and trends will necessarily continue in the
future.

RESULTS OF OPERATIONS

THREE MONTHS ENDED JANUARY 31, 2002

For the three months ended January 31, 2002 and the three months ended January
31, 2001, the Company had revenues of -nil- and $63,293 respectively.

The net loss for the three months ended January 31, 2002 is $123,197 compared
with a net loss of $ 16,604 for the three months ended January 31, 2001. These
losses consisted primarily of General & Administrative (G & A) expenses of
$35,264 and $42,114 respectively and selling expenses of-nil- and $112,708
respectively. Amortization expense was -nil- for January 31, 2002 and was
- -nil- for January 31, 2001.

NINE MONTHS ENDED JANUARY 31, 2002

For the nine months ended January 31, 2002 and the nine months ended January
31, 2001, the Company had revenue of $374,879 and $350,575. The net loss for
the nine months ended January 31, 2002 was $201,952 compared with a net loss of
$32,966 for the Nine months ended January 31, 2001. These losses consisted
primarily of G & A expenses of $87,001 and $83,612 respectively and
amortization expense of $43,476 and -nil- respectively.

LIQUIDITY AND CAPITAL RESOURCES

Historically, the Company has small revenues of $63,293. The current period
operating cash flow deficit of approximately $9,824 was funded primarily by
advances received from an officer of the Company and a financing. The Company
has certain cash requirements to expand its business and execute its sales and
marketing goals. Management has estimated these requirements to be as follows,
approximately $2.5 million is required to purchase extra bottling lines and
fund working capital needs. The Company estimates that the above requirements
will be expended during the fiscal year 2002. The Company is currently in
negotiations with potential financiers for the funding of the required
equipment through a secured lease arrangement with a full buyback option. The
working capital funding will be funded through either an equity or debt issue
which is being discussed with potential financiers now.

Current Developments

On February 22, 2002 there was a stock issuance. This subsequent event was for
500,000 restricted shares at $0.10 cents Canadian Dollars in the name of
Shayne Paul Holdings Inc. (View Exhibit 99.01)

On-Going Events and Developments

Statement of Claim vs G.E. Capital December 21, 2001 claiming:

i. specific performance of a commitment to finance in the amount of
$17,500.00.

ii. damages for breach of commitment in the amount of $25,000,000.00

iii. punitive damages in the amount of $10,000,000.00

The claim arises out of an agreement by G.E. to finance the acquisition of the
assets for New Wave Beverages and Premium Brand Juice and Drinks. All of the
essential terms of the purchase agreements were agreed between D'Angelo and the
receiver for the estates of New Wave and Premium Brand however, as a result of
a disagreement between G.E. and the receiver which did not directly affect or
involve D' Angelo., G.E. withdrew from its agreement to finance the purchases.

The management for D'Angelo and I are confident that D'Angelo will be
successful in the action and be in a position to establish significant damages.

Acquisition

On November 15, 2001, D'Angelo incorporated a wholly-owned subsidiary named
D'Angelo Acquisitions Inc., an Ontario corporation, which entered into a
Share Exchange Agreement with D'Angelo Brands Ltd., an Ontario corporation.
Pursuant to a Share Exchange Agreement (the "Agreement"), dated November
14, 2001, D'Angelo Brands, Inc., a Nevada corporation (the "Company"),
acquired 100% of the outstanding shares of common stock ("Common Stock") of
D'Angelo Brands Ltd., for a total of 36,000,000 Exchangeable Shares. The
Exchangeable Shares to be issued by the Purchaser pursuant to this Agreement
shall be subject to the following terms:

(a) each Exchangeable Share may be exchanged for one (1) D'Angelo Share at
any time at the request of its holder at any time during the period
ending on and including the day of the fifth anniversary of the
Closing Date;

(b) each Exchangeable Share may be exchanged for one (1) D'Angelo Share at
the request of the Purchaser:

(i) on the occurrence of a take over bid for all of the issued and
outstanding shares of D'Angelo; or

(ii) after the fifth anniversary of the Closing Date;

(d) in case D'Angelo shall: (i) subdivide its outstanding common shares
into a greater number of shares: (ii) consolidate its outstanding
common shares into a smaller number of shares: (iii) issue common shares
of D'Angelo to the holders of its outstanding common shares by way of
stock dividend then the number of D'Angelo Shares into which the
Exchangeable Shares may be converted on the effective date of
such subdivision or consolidation or on the record date for such stock
dividend, as the case may be, shall, in the case of the events referred
to in (i) and (iii) above, be decreased in proportion to the total
number of outstanding common shares of D'Angelo resulting from such
subdivision or issue, or shall, in the case of the event referred to
in (ii) above, be increased in proportion to the total number of
outstanding common shares of D'Angelo resulting from such consolidation;
and

(e) the adjustments provided for in subsection (d) above are
cumulative and shall apply to successive dividends,
distributions, subdivisions, consolidations, issues or other events
resulting in any adjustment under the provisions of said subsection;

(f) all of the foregoing rights, privileges and conditions and the exercise
or fulfillment thereof shall be subject to the relevant securities laws.

Assignment of Licenses & Spin-Off

There are currently 701,257 Class B Special Shares of Playandwin- Canada
issued and outstanding. Each of these Class B D'Angelo-Canada shares may be
exchanged for one (1) common share of D'Angelo. The Class B Playandwin-
Canada shares were issued in 1999 on the acquisition of Lynx Gaming
Corp. and P.E.S.T. Creative Gaming Corporation by D'Angelo-Canada. These
shares have not been exchanged yet. In order to honor its commitment to the
holders of the Class B Playandwin-Canada shares without obliging the proposed
new management of D'Angelo to concern itself with the same, D'Angelo will
issue a sufficient number of D'Angelo common shares to a trustee for benefit
of the holders of the Class B Playandwin-Canada shares. The trustee will
hold the D'Angelo common shares in trust until all conditions for the exchange
of the Class B Playandwin-Canada shares have been satisfied.

Settlement Agreement

On November 15, 2001, D'Angelo, Inc. entered into a Settlement
Agreement with Stewart Garner, its former President. Under the terms of the
Agreement, D'Angelo, Inc. is to pay Mr. Garner the sum of $70,000 in ten
equal monthly payments of $7,000 each, which is to be payable upon the 15th
of each month, commencing on November 15, 2001. D'Angelo may pay Mr. Garner
one lump sum of $60,000 at any time prior to January 15, 2002, in which case
the obligated payments shall be deemed to be paid in full.

PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

A claim was issued in the Ontario Superior Court of Justice on August 7,
2001 on behalf of D'Angelo brands Ltd. v. Les Aliments Lexus Foods Inc. The
claim is for outstanding commissions of $178,365 plus $320,000 in general
damages for breach of contract.

It is the opinion of Management and Legal Counsel that it is likely that
the company will succeed on its claim for commissions and has a good
case for the damages for breach of contract. No provision has been
made in these financial statements in respect of this claim.

On or about December 21, 2001, the Company's wholly-owned subsidiary
D'Angelo Brands Ltd. issued a Statement of Claim in the District Court of
Ontario against G.E. Capital Canada, Inc. The claim arises out of an
agreement by G.E. to finance the acquisition of the assets for New Wave
Beverages and Premium Brand Juice and Drinks in the amount of 17,500.00.
All of the essential terms of the purchase agreements were agreed between
D'Angelo and the receiver for the estates of New Wave and Premium Brand
however, as a result of a disagreement between G.E. and the receiver which did
not directly affect or involve D' Angelo., G.E. withdrew from its agreement to
finance the purchases.

The Company is seeking damages for breach of commitment in the amount of
$25,000,000.00 and punitive damages in the amount of $10,000,000.00.

ITEM 2 - CHANGES IN SECURITIES

In connection with the share exchange, D'Angelo will assign to its wholly-
owned Ontario subsidiary, Playandwin Canada Inc. ("Playandwin-Canada")
all of its licenses and rights to the racing wager game known as
"RACINGO". D'Angelo will also distribute all of its common shares of
Playandwin-Canada to shareholders of record of D'Angelo prior to the closing
of the share exchange with D'Angelo Brands as a stock dividend on the
basis of one share of Playandwin-Canada for every one share of D'Angelo
held. As a result, Playandwin-Canada will carry on D'Angelo's RACINGO
business, while D'Angelo will concentrate on the D'Angelo Brands' business.

Stock dividends were payable November 20, 2001 to all shareholders
of record at close of business October 29, 2001.

On October 1, 2001, the Company effected a 1:20 reverse split.

During the quarter, the company issued 701,257 shares of its stock to
Chapman & Flanagan, Ltd., In Trust. These were issued pursuant to an
assignment of its license and the spin-off of its subsidiary. Please note
that the shares held in Escrow by Chapman & Flanagan, Ltd., In Trust do not
have any voting rights until they are exchanged by the shareholders of
Playandwin Canada, Inc. pursuant to the terms of the Escrow Agreement in
relation to the spin-off of Playandwin Canada, Inc. These shares were
issued reliance upon Section 4(2) of the Securities Act of 1933, as
amended.

The Company also issued 1,600,000 shares of its common stock to Penguin
Petroleum in exchange for a total consideration of $93,750.

ITEM 5 - OTHER INFORMATION

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

Exhibit No. Description

2.1 Share Exchange Agreement (incorporated by reference to
Exhibit 2.1 to the Company's Current Report on Form 8-K
filed with the Commission on January 15, 2002).

3.1 Certificate of Amendment re Name Change (incorporated by
reference to Exhibit 3.1 to the Company's Current Report on
Form 8-K filed with the Commission on January 15, 2002).

10.1 Assignment of Licenses to Playandwin Canada Inc. from
D'Angelo Brands Ltd. (incorporated by reference to Exhibit
10.1 to the Company's Current Report on Form 8-K filed with
the Commission on January 15, 2002).

10.2 Settlement Agreement between Stewart Garner and Playandwin
Inc. (incorporated by reference to Exhibit 10.2 to the
Company's Current Report on Form 8-K filed with the
Commission on January 15, 2002).

10.3 Declaration of Trust and Escrow Agreement (incorporated by
reference to Exhibit 10.3 to the Company's Current Report
on Form 8-K filed with the Commission on January 15, 2002).

99.01 Private Placement agreement with Shayne Paul Holdings, Inc.

(b) Reports on Form 8-K:

Form 8-K Filed January 15, 2002(amended filing 2/26/2002) reported as
follows:

Item no. 1- Change in Control of Registrant; D'Angelo incorporated a
wholly-owned subsidiary named D'Angelo Acquisitions
Inc., an Ontario corporation, which entered into a
Share Exchange Agreement withD'Angelo Brands Ltd., an
Ontario corporation.

Item no. 2- Acquistion or Disposition of assets; D'Angelo
incorporated a wholly-owned subsidiary named D'Angelo
Acquisitions Inc., an Ontario corporation, which
entered into a Share Exchange Agreement with D'Angelo
Brands Ltd., an Ontario corporation

Item no. 5- Other Information;Playandwin, Inc. changed its name to
D'Angelo Brands Inc. D'Angelo Brands Ltd. (Canada),
Company has adopted the fiscal year end of D'Angelo
Brands Ltd. of April 30.

Item no. 7- Financial statements pro forma and Exhibits; Company:
Interim financial statement of D'Angelo Brands Ltd.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

D'Angelo Brands, Inc.
(Registrant)

BY: /s/ Frank D'Angelo
-------------------------
Frank D'Angelo, President

DATE: March 22, 2002