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 May 31, 2001

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

Commission file number 000-27773

BANKENGINE TECHNOLOGIES, INC.
(Formerly known as Callmate Telecom International, Inc.)
(Exact name of registrant as specified in its charter)

Florida 59-3134518
- ------- ----------
(State of (I.R.S. Employer
incorporation) Identification No.)

725 Port St. Lucie Blvd., Suite 201, Port St. Lucie, FL, 34984
(Address of principal executive offices, including zip code)

(888) 672-5935
(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 |_|

The number of shares outstanding of the registrant's Common Stock, $.001
Par Value, on July 16, 2001, was 17,115,893 shares.

BANKENGINE TECHNOLOGIES, INC.
(formerly known as Callmate Telecom International, Inc.)

MAY 31, 2001 QUARTERLY REPORT ON FORM 10-QSB

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION
Page Number

Item 1. Financial Statements..........................................................4
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations....................................................9

PART II OTHER INFORMATION

Item 1. Legal Proceedings............................................................12
Item 2. Changes in Securities and Use of Proceeds....................................12
Item 3. Defaults Upon Senior Securities..............................................12
Item 4. Submission of Matters to a Vote of Security Holders..........................12
Item 5. Other Information............................................................12
Item 6. Exhibits and Reports on Form 8-K.............................................12

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-QSB contains forward-looking statements
as defined by the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include statements concerning plans, objectives,
goals, strategies, future events or performance and underlying assumptions and
other statements, which are other statements of historical facts. These
statements are subject to uncertainties and risks including, but not limited to,
product and service demand and acceptance, changes in technology, economic
conditions, the impact of competition and pricing, government regulation, and
other risks defined in this document and in statements filed from time to time
with the Securities and Exchange Commission. All such forward-looking statements
are expressly qualified by these cautionary statements and any other cautionary
statements that may accompany the forward-looking statements. In addition,
BankEngine Technologies, Inc. (the "Company") disclaims any obligations to
update any forward-looking statements to reflect events of circumstances after
the date hereof.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BANKENGINE TECHNOLOGIES, INC.
(Formerly Callmate Telecom International, Inc.)
(Successor to WebEngine Technologies Inc.)

Consolidated Balance Sheet
As of May 31, 2001
(Amounts Expressed in US Dollars)
(Unaudited)

ASSETS

Current

Cash 190,341
Accounts receivable 9,004
Prepaid expenses and sundry 3,707
--------
203,052

CAPITAL, net of accumulated depreciation 13,134
--------

216,186
========

LIABILITIES

Current

Accounts payable 17,873
Income taxes payable 50,000
Loans to stockholders 127,129
--------
195,002
--------

STOCKHOLDERS' EQUITY

Common stock; $.001 par value;
50,000,000 shares authorized;
17,115,893 shares issued and outstanding 107,076

Accumulated deficit (100,196)
Accumulated other comprehensive income 14,304
--------

21,184
--------

216,186
========

The accompanying notes are an integral part of these consolidated financial
statements.

BANKENGINE TECHNOLOGIES, INC.
(Formerly Callmate Telecom International, Inc.)
(Successor to WebEngine Technologies Inc.)

Consolidated Statement of Operations
For the periods ended May 31, 2001 and 2000
(Amounts Expressed in US Dollars)
(Unaudited)

Three months ended Nine months ended
May 31, May 31,
2001 2000 2001 2000

Revenues 18,931 0 313,988 195,528

Cost of revenues 10,732 53,150 61,794 144,829
----------- ----------- ----------- -------------

Gross profit 8,199 (53,150) 252,194
50,699

Selling, general and administrative expenses 72,386 53,912 228,623
----------- ----------- ----------- -------------
163,995

Net income (loss) (64,187) (107,062) 23,571
=========== =========== =========== =============
(113,296)

Net income (loss) per common share 0.00 (0.01) 0.00 (0.01)
----------- ----------- ----------- -------------

Weighted average number of
Common shares outstanding 17,115,893 12,000,000 17,115,893 12,000,000
----------- ----------- ----------- -------------

The accompanying notes are an integral part of these consolidated financial
statements.

BANKENGINE TECHNOLOGIES, INC.
(Formerly Callmate Telecom International, Inc.)
(Successor to WebEngine Technologies Inc.)

Consolidated statements of changes in Stockholders Equity
For the periods ended May 31, 2001
(Amounts Expressed in US Dollars)
(Unaudited)

Accumulated
Common Stock Accumulated other
Shares Amount deficit comprehensive
income

Balance, August 31, 2000 12,000,000 130 (123,767)

Shares issued on acquisition 5,115,893 106,946

Net income for the period 23,571

Foreign currency translation
adjustment 14,304
---------- ------- -------- ------

Balance, May 31, 2001 17,115,893 107,076 (100,196) 14,304
========== ======= ======== ======

The accompanying notes are an integral part of these consolidated financial
statements.

BANKENGINE TECHNOLOGIES, INC.
(Formerly Callmate Telecom International, Inc.)
(Successor to WebEngine Technologies Inc.)

Consolidated Statement of Cash Flows
For the periods ended May 31, 2001 and 2000
(Amounts Expressed in US Dollars)
(Unaudited)

Nine months ended

May 31,

2001 2000

OPERATING ACTIVITIES

Net income (loss) 23,571 (113,296)
Adjustments to reconcile net income (loss)
to net cash used by operating activities

Depreciation 3,148 2,176
(Increase) decrease in accounts receivable 27,006 (26,019)
Increase in accounts payable 17,874 11,531
Increase in income taxes payable 50,000
-------- --------
Net cash provided by (used in)
operating activities 121,599 (125,608)
-------- --------

Financing activities

Issuance of capital stock 106,946
Loans received (repaid) (89,989) 91,149
-------- --------
16,957 91,149
-------- --------

Increase (decrease) in cash 138,556 (34,459)

Cash, beginning of period 51,785 94,743
-------- --------

Cash, end of period 190,341 60,284
======== ========

The accompanying notes are an integral part of these consolidated financial
statements.

BANKENGINE TECHNOLOGIES, INC.
(Formerly Callmate Telecom International, Inc.)
(Successor to WebEngine Technologies Inc.)

Notes to Consolidated Financial Statements
As of May 31, 2001 and 2000
(Amounts Expressed in US Dollars)
(Unaudited)

1. FINANCIAL STATEMENTS

On January 5, 2001, Callmate Telecom International, Inc. ("Callmate")
acquired all of the issued and outstanding shares of common stock of WebEngine
Technologies, Inc. in exchange for 12,000,000 common shares of Callmate in a
reverse acquisition. 9,200,000 common shares of Callmate held by a shareholder
were cancelled in exchange for all of the UK operations of Callmate. The
acquisition by the shareholders of WebEngine of a majority of the shares of
Callmate has been accounted for as a reverse acquisition. As Callmate became
substantially a shell after the removal of the UK operations, no goodwill has
been reflected on this acquisition. Although Callmate is the legal acquirer,
WebEngine is treated as having acquired Callmate for accounting purposes. The
historical financial statements of the Company are those of WebEngine.

The shareholders' equity has been restated to reflect the net asset
value in the amount of $107,076 attributable to the remaining common stock of
Callmate of 5,115,893 shares. Cash of $157,076 previously omitted in error has
been reflected in these consolidated financial statements.

The estimated income tax costs of the divestiture of the UK operations,
in the amount of $50,000, has been treated as a reduction of the assets acquired
on the acquisition of the shell company.

The financial statements of Callmate as at November 30, 2000 reflected
the transaction as a pooling of interest on the basis of an agreement dated
November 23, 2000. The closing date of the agreement was January 5, 2001 and
this has been reflected in the current financial statements.

On March 5, 2001 the company changed its name to BankEngine
Technologies, Inc.

2. BASIS OF PRESENTATION

In the opinion of management, all adjustments consisting only of normal
recurring adjustments necessary for a fair statement of (a) the results of
operations for the nine-month periods ended May 31, 2001 and 2000, (b) the
financial position at May 31, 2001, and (c) cash flows for the nine-month
periods ended May 31, 2001 and 2000, have been made. The results of operations
for the nine-month period ended May 31, 2001 are not necessarily indicative of
those to be expected for the entire year.

The unaudited consolidated financial statements and notes are presented
as permitted by Form 10-QSB. Accordingly, certain information and note
disclosures normally included in consolidated financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America have been omitted.

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

The following discussion should be read in conjunction with the
Company's consolidated financial statements and related notes included elsewhere
in this Form 10-QSB.

This filing contains forward-looking statements. The words
"anticipated," "believe," "expect, "plan," "intend," "seek," "estimate,"
"project," "will," "could," "may," and similar expressions are intended to
identify forward-looking statements. These statements include, among others,
information regarding future operations, future capital expenditures, and future
net cash flow. Such statements reflect the Company's current views with respect
to future events and financial performance and involve risks and uncertainties,
including, without limitation, general economic and business conditions, changes
in foreign, political, social, and economic conditions, regulatory initiatives
and compliance with governmental regulations, the ability to achieve further
market penetration and additional customers, and various other matters, many of
which are beyond the Company's control. Should one or more of these risks or
uncertainties occur, or should underlying assumptions prove to be incorrect,
actual results may vary materially and adversely from those anticipated,
believed, estimated, or otherwise indicated. Consequently, all of the
forward-looking statements made in this filing are qualified by these cautionary
statements and there can be no assurance of the actual results or developments.

Callmate Telecom International, Inc. ("Callmate") acquired WebEngine
Technologies International, Inc. ("WebEngine") pursuant to a Share Purchase
Agreement effective as of January 5, 2001. Callmate acquired all 12,000,000
shares of common stock of WebEngine in a share exchange, which exchange was
effected on a one-for-one basis. The transaction was reported on a Form 8-K
filed with the Securities and Exchange Commission (the "SEC") on January 16,
2001. Subsequent thereto, Callmate changed its name to BankEngine Technologies,
Inc. (the "Company") as reported on Schedule 14C. The Company filed the
Definitive 14C on March 5, 2001.

The Company decided to move away from the telecom business due to the
increased competitiveness in this sector internationally and growing
indebtedness. The trend internationally in the telecom sector is for
consolidation and competition from transnational corporations continues to be
fierce. Many competitors have since ceased operations.

The strategic decision to shed the telecom business in the UK, while
canceling 9.2 million shares as part of the original payment for the telecom
assets, both alleviated most of the debt burden of the Company and reduced the
outstanding share capital. The Company has chosen to focus solely on the
business of acting as a solution provider for the purposes of processing online
transactions for online merchants. The Company's previous acquisition of
Cyberstation Inc. and its access to the BankEngine Suite of software was
fortuitous and should help the Company secure sufficient market share. The
software product is mature and adaptable.

The Company will attempt to provide its BankEngine suite (the
"BankEngine Suite") of electronic commerce banking products for Internet
merchants and financial institutions. The Company's products will provide
systems which allow merchants to process payments and screen against fraud and
banks to manage their merchants and screen against fraud. The Company is able to
support merchants and merchant banks worldwide.

The Company has been providing online electronic transactions and fraud
prevention since 1996. The BankEngine Suite consists of a complete, turnkey
suite of secure electronic commerce banking solutions for Internet merchants and
financial institutions. The BankEngine Suite includes: CertEngine(TM),
CardEngine(TM), CheqEngine(TM), ATMEngine(TM), BankEngine(TM), BankWeb(TM) and
BankAdmin(TM).

The BankEngine Suite encompasses a wide range of activities including
credit card processing, electronic check processing, electronic cash & debit
cards, electronic bank transfers, bank account management, accounting, secure
PKI authentication including electronic signatures, and 2048 bit TLS encryption.

Using the Internet to bridge the gap between merchants and banks,
BankEngine currently supports merchants and merchant banks worldwide. The
Company supports member banks in Canada, United States, Central American,
Caribbean, Western Europe, Australia, and Asia Pacific, and supports 173
different currencies. Merchants are issued merchant accounts from their choice
of BankEngine Suite-enabled member banks and can perform transactions with their
accounts using the Internet, regardless of where in the world they are located.
Merchants can easily integrate the Company's client software into their
automated Internet servers and use the BankEngine Suite for their manual & batch
processing.

In addition, BankEngine client software works with any type of Internet
connection, and runs on multiple operating systems including Win32
(95/98/2000/NT) and most flavors of Unix, under a variety of computer hardware.
BankEngine Suite client software can be used with any programming language. The
BankEngine Suite is powerful enough and robust enough to allow each merchant to
transact simultaneously from multiple Internet computers, multiple manual
operators, and multiple batches. The BankEngine Suite protects the secrecy of
each and every transaction and report synchronization, using its military grade
security, which includes PKI authentication and 2048 bit TLS cryptography.

Results of Operations

THREE MONTHS ENDED MAY 31, 2001 COMPARED TO THREE MONTHS ENDED MAY 31, 2000

Revenues

Revenue for the three-month period ended May 31, 2001 totaled $18,931, an
increase of 100% from the comparable period in 2000. This increase is
attributable to the acquisition of WebEngine Technologies Inc. and the revenues
included within its wholly-owned subsidiary Cyberstation Inc.

Cost of Revenues

For the three months ended May 31, 2001, the cost of revenues decreased to
$10,732 from $53,150 for the three months ended May 31, 2000. This decrease is
mainly due to the decision to decrease advertising and marketing activity in the
telecom area.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended May 31,
2001 were $72,386 as compared to $53,912 for the similar period in 2000. The
134% increase in selling, general and administrative expenses is principally
attributable to changes required during the acquisition of WebEngine
Technologies Inc.

Net Loss

Net loss for the three months ended May 31, 2001 amounted to $64,187 as compared
to a net loss of $107,062 for the three months ended May 31, 2000. This decrease
in net loss is principally attributable to the income inherent in the
acquisition of WebEngine Technologies Inc. and a decrease in spending in the
telecom business.

NINE MONTHS ENDED MAY 31, 2001 COMPARED TO NINE MONTHS ENDED MAY 31, 2000

Revenues

Revenue for the nine-month period ended May 31, 2001 totaled $313,988, an
increase of 61% from the $195,528 in revenue for the comparable period in 2000.
This increase is attributable to aggressive pricing in the telecom area as well
as the acquisition of WebEngine Technologies Inc.

Cost of Revenues

For the nine months ended May 31, 2001, the cost of revenues decreased to
$61,794 from $144,829 for the nine months ended May 31, 2000. This decrease is
mainly due to a lack of spending in marketing and advertising in the telecom
business.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the nine months ended May 31,
2001 were $228,623 as compared to $163,995 for the similar period in 2000. The
39% increase in selling, general and administrative expenses is principally
attributable to activities involved with the acquisition of WebEngine
Technologies Inc. and consolidation of activities.

Net Income

Net income for the nine months ended May 31, 2001 amounted to $23,571 as
compared to a net loss of $113,296 for the nine months ended May 31, 2000. This
increase in net income is principally attributable to the income inherent in the
acquisition of WebEngine Technologies Inc. and its subsidiary.

LIQUIDITY AND CAPITAL RESOURCES

Operating Activities

For the nine months ended May 31, 2001, net cash provided by operating
activities amounted to $121,599, an increase from the net cash used by operating
activities of $125,695 for the comparable period in 2000. The increase in cash
provided by operating activities in primarily the result of the decision to
diminish spending in the areas of marketing and advertising in the telecom
business with the company decided to abandon.

Financing Activities

At February 28, 2001, the Company does not have any material commitments for
capital expenditures other than for those expenditures incurred in the ordinary
course of business. The Company believes that its current operations and cash
balances will be sufficient to satisfy its currently anticipated cash
requirements for the next 12 months. However, additional capital could be
required in excess of the Company's liquidity, requiring it to raise additional
capital through an equity offering or secured or unsecured debt financing. The
availability of additional capital resources will depend on prevailing market
conditions, interest rates, and the existing financial position and results of
operations of the Company.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Not applicable.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

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) 19. Reports Furnished to Security Holders

Definitive Schedule 14C filed with the Commission on March 6, 2001,
which Schedule 14C is hereby incorporated by reference.

(b) Reports on Form 8-K.

None

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.

BankEngine Technologies, Inc.

Dated: July 16, 2001 By: /s/ Joseph Alves
--------------------------
Joseph Alves
Chairman and Chief Executive Officer

EXHIBIT INDEX

19. Definitive Schedule 14C filed on March 6, 2001 filed by Callmate*

*Incorporated by reference