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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 --------------

                                  FORM 10-KSB/A

(Mark One)

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

For the fiscal year ended DECEMBER 31, 2000.
                          -----------------

                        Commission file Number 000-28107
                                               ---------

                                INCITATIONS, INC.
                                -----------------
                 (Name of Small Business Issuer in Its Charter)

             NEVADA                                       88-0335710
             ------                                       ----------
 (State or Other Jurisdiction of                        (I.R.S. Employer
  Incorporation or Organization)                       Identification No.)

   1800 MCGILL COLLEGE, SUITE 2480
         MONTREAL, QUEBEC                                H3A 3J6, CANADA
 ------------------------------------               ------------------------
(Address of Principal Business Office)                      (Zip Code)

                                 (514) 288-1687
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                (Issuer's Telephone Number, Including Area Code)


         Securities Registered under Section 12(g) of the Exchange Act:

                         COMMON STOCK, $0.0002 PAR VALUE
--------------------------------------------------------------------------------
                                (Title of Class)

         Check whether the issuer: (1) filed all reports required to be filed by
Section 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 past 90 days.

                                 Yes [ ] No [X]

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

         State issuer's revenues for its most recent fiscal year.      None
                                                                   -------------

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         State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days. $98,163.75

         Documents Incorporated by reference:        None
                                                  ----------

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

         State the number of shares outstanding of each of the issuer's class of
common equity, as of the latest practicable date. 27,142,235
                                                 -------------------------------

         Transitional Small Business Disclosure Format (check one):

                                 Yes [ ] No [X]

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This amendment amends the 10-KSB filed by the registrant on April 17, 2001 as
follows. In lieu of pages 27 and 28 thereof, the following two pages shall be
inserted:

                                   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.

INCITATIONS, INC.



By: /s/                                             Date:  April 12, 2001
    ----------------------------
Name:  Dominique M. Bellemare
Title: President

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons in the capacities and on the dates
indicated:


/s/
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Dominique M. Bellemare
President and Director                               Date:  April 12, 2001
(principal financial officer)


/s/
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Christelle Morrison
Secretary and Director                               Date:  April 13, 2001



-----------------------------------
Yvan Guillemin
Vice President and Director