SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

                 Annual Report Under Section 13 or 15(d) of the

                         SECURITIES EXCHANGE ACT OF 1934

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                              For Fiscal Year Ended
                                December 31, 2000

                               Commission File #0-32031

                             I-CARAUCTION.COM, INC.
             (Exact name of registrant as specified in its charter)

                                    Delaware

         (State or other jurisdiction of incorporation or organization)

                                   22-3698367
                      (IRS Employer Identification Number)

              1221 Brickell Avenue, Suite 900, Miami, Florida 33131
               (Address of principal executive offices )(Zip Code)

                                  (305)358-3678
                (Registrant's telephone no., including area code)

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

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:
                         Common Stock, $0.0001 par value

Indicate by check mark 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 (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes   [X]     No [   ]

<PAGE>

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not 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. ( )

Revenues for year ended December 31, 2000: $0

Aggregate market value of the voting common stock held by non-affiliates of the
registrant as of March 31, 2001, was: $-0-

Number of shares of the registrant's common stock outstanding as of March 15,
2001 was: 10,008,585

Transfer Agent as of March 31, 2001:    Corporate Stock Transfer
                                        3200 Cherry Creek Drive, Suite 430
                                        Denver, Colorado 80209

<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.
---------------------------------

BUSINESS DEVELOPMENT.

We were incorporated under the name i-CarAuction.com, Inc. in the State of
Delaware on December 23, 1999, and as a wholly owned subsidiary of
i-Incubator.com, Inc. (OTCBB: INQU). i- Carauction.com, Inc. is the parent
corporation of i-AutoAuction.com, Inc., a Delaware corporation.

We have not been involved in any bankruptcy, receivership or similar proceeding.
We have not been involved in any material reclassification, merger,
consolidation, or purchase or sale of a significant amount of assets not in the
ordinary course of business.

BUSINESS OVERVIEW.

i-CarAuction.com, Inc. (the "Company" or "i-Car") is a development stage company
which is completing a specialized online person-to-person trading website, at
WWW.I-AUTOAUCTION.COM, dedicated to bringing together buyers and sellers of
automobiles and automobile parts. The company has launched a beta test version
of the site and will attempt to serve as a centralized auction for buyers and
sellers to meet, negotiate sales, and finally consummate transactions directly,
thereby bypassing the time and expense of intermediaries. In addition, i-Car
owns the domain names "i- CarAuction.com", "i-CarAuction.net",
"i-AutoAuction.com" and "i-AutoAuction.net". Anticipated sales will be conducted
by a traditional rising price auction (the highest bid wins), and will be hosted
by the Company. The Company's goal is to create a comprehensive car and auto
parts services site for individuals on both sides of the transaction, and thus
will offer additional value added services through links to its strategic
partners. i-Car anticipates that it will achieve this goal by growing through
acquisitions of companies and businesses in complimentary industries. In
addition to the auction, anticipated products offered through strategic partners
will include: auto loans and financing calculators, insurance and quote
comparisons, auto appraisal services, extended warranties, used car negotiating
assistance, credit reports, lemon reports, car shipping and transport services,
and image hosting services for showing an automobile online.

Although it is anticipated that users will be required to register prior to
bidding, the Company does not plan to charge for these services in order to
attract a critical mass of users to the site. Revenues will be generated from
listing fees charged to auto sellers, partnerships with third-party value added
providers, and advertisers on our site.

The Company's corporate offices are located at 1221 Brickell Avenue, Suite 900,
Miami, Florida 33131. The Company's corporate staff consists of one person
experienced in the automotive and online market. The Company's telephone number
is (305) 358-3678.

INDUSTRY BACKGROUND

Growth of the Internet and Electronic commerce:

<PAGE>

The Internet is a significant interactive global medium for communication,
information and commerce. It is enabling millions of people worldwide to share
information, communicate and conduct business electronically. Growth is being
driven by the large and growing number of personal computers ("PCs") installed
in homes and offices, the decreasing cost of PCs, easier, faster and cheaper
access to the Internet, improvements in network infrastructure, the
proliferation of Internet content and the increasing familiarity and acceptance
of the Internet by businesses and consumers.

We believe the primary uses of the Internet as a medium of electronic commerce
are as follows:

BUSINESS-TO-PERSON APPLICATIONS

A growing number of businesses have been using the Internet as a low-cost sales
and distribution channel. Business commerce use of the Internet revolves around
both business-to-business and business-to-person transactions. We believe that
this interest in online commerce is fueled in part by:

ONLINE INTERACTIVITY. Businesses can use the Internet to interact with customers
in a real-time personalized transaction experience that provides the business
with significant marketing flexibility. On the Internet, a business can
frequently adjust its featured selections, pricing and visual presentation.
Also, these businesses can display a larger number of products than a
traditional store- based or catalog retailer.

GLOBAL SCOPE OF THE INTERNET. Businesses that use the Internet as a sales and
marketing channel are able to reach and serve a large and geographically diverse
customer base electronically from a central location. Also, businesses can
easily obtain demographic and related customer data that provides additional
opportunities for direct marketing and personalized services.

DECREASED SALES COSTS. Businesses that use the Internet can access a global
market without the high costs associated with additional retail channels. Online
retailers and distributors do not have the burden of managing and maintaining
multiple retail stores or the significant printing and mailing costs of
catalogues.

REDUCED INVENTORY COSTS. Many businesses that use the Internet are able to have
products shipped to consumers directly by the manufacturers. This reduces
inventory costs and decreases exposure to inventory obsolescence.

PERSON-TO-PERSON APPLICATIONS

Person-to-person trading has traditionally been conducted directly through
classified advertisements, collectibles shows, garage sales and flea markets or
through intermediaries, such as auction houses and local dealer shops. These
markets are highly inefficient and their fragmented, regional nature makes it
difficult and expensive for buyers and sellers to meet, exchange information and
complete transactions. Also, the localized nature of these markets results in a
limited variety and breadth of

<PAGE>

goods available in any one auction. An Internet-based trading solution offers
several advantages over traditional person-to-person trading mediums, such as:

     -   facilitating the meeting of buyers and sellers, listing items for sale,
         exchanging information, interacting with each other and consummating
         transactions

     -   allowing buyers and sellers to trade directly with one another, thereby
         bypassing traditional intermediaries and lowering costs for both
         parties

     -   providing a global marketplace, which gives buyers a broader selection
         of goods to purchase and sellers the opportunity to sell their goods
         efficiently to a wider base of buyers

     -   offering significant convenience, by allowing trading at all hours and
         providing continually- updated information.

We plan on offering person-to-person applications with additional automotive
portal services.

I-CARAUCTION.COM DETAILS

ACQUIRING VIEWER BASE

The first element of our business model is to try to generate an
audience/membership as quickly as possible. The higher the number of viewers on
our web site, the greater our value becomes to potential members, clients and
strategic partners. This initiative will hinge on a successful advertising
campaign and public relations strategy. The effort should be as targeted and
cost effective as possible, since this represents the Company's largest cost
allocation. Preliminary advertising channels have been identified, and we
anticipate that a membership can be attained. The Company will try to attract
individuals who are interested in buying or selling an automobile by providing a
unique auction environment as well as a comprehensive offering of automotive
purchasing and selling services.

THE AUCTION PROCESS

REGISTERING

-  Buyers

While any visitor to our website will be able to browse through our service and
view the automobiles or parts listed for auction, a user will first have to
register with us in order to bid on a car. Users will register for free by
completing a registration form on our sign up page. The registration form
records contact information, mailing address and validates the users e-mail
address. The bidder will then be given an identification number for use when
bidding. Once registered, a customer will be able to bid or buy immediately on
any of the listed auctions.

<PAGE>

-  Sellers

Registration will be required for all individuals or agents that want to post a
car or an automotive part on our website. Because there will be a fee charged
for each listing, the user will have to provide i-Car with a valid credit card
as well as a verified mailing address and e-mail.

NAVIGATING

Our site will contain a listing of product categories that will allow for easy
exploration of current auctions. Bidders will be able to search for specific
autos by browsing through a list of auctions within a category or subcategory of
cars or parts and then click through to a product page for a detailed
description of a particular item. Each auction will be assigned a unique
identifier so that users can easily search for and track specific automotive
auctions.

The site will also feature a search engine to provide our users with the tools
to find a desired vehicle or part being auctioned on our site. Users will be
able to search by specific make, model, year, mileage, price, location of the
owner and any specific keyword searches. For example, if a user wanted to find
if we were auctioning off a 1969 Ford Mustang convertible, the user could simply
enter "1969 Mustang" and "convertible", and the search engine would create a
list of these cars, including the auto identification number and the specific
status of the auction. The addition of the search engine will save our users
valuable time when they have a specific car or part in mind.

OBTAINING INFORMATION ABOUT A VEHICLE OR AUTO PART

On our website, customers will be able to obtain detailed information on each
automobile or part up for bid. Each property features a specific page
containing:

     -    detailed vehicle/part description including make, model, year,
          mileage; - full-color image of the product; - location of the owner; -
          pricing;

     -    specific owner conditions for the sale; - length/expiration of auction
          time; - bidding increments; - the item identification number - the
          minimum bid

BIDDING ON A PRODUCT

-  The buyer

Once registered, it is anticipated that a customer will be able to bid or buy at
will. As bids are received, our website will be instantly updated to display the
current high bidder's user name. If a user places a bid, and then another member
places a higher bid, the original bidder will receive an e-mail message from
i-Car notifying them that they have been outbid, and will ask them if they

<PAGE>

would like to make a higher bid.

i-Car also plans to offer the "InstaBid" auction feature, which will give users
an automated bidding option. The bidder will be asked to specify the maximum
amount that she would be willing to spend on a particular vehicle. Once that
amount is entered, the InstaBid feature would monitor the bidding activity on
that vehicle, and would automatically enter higher bids for the user if her
previous bid is matched or exceeded by another bidder, up to the maximum dollar
amount originally specified by the bidder. This feature will allow potential
users greater freedom and time savings when participating in an auction.

-  The seller

At the start of the auction it is anticipated that each seller/poster will have
the option to specify the duration of their auction (up to 30 days), the
"reserve price" below which he/she will not sell the car/part, and the specific
bidding increments. If a bidder comes in with an appropriate auction price above
the minimum price, then the seller/poster will receive the contact information
of the bidder, and will be free to pursue a direct transaction.

Once the Company brings together the seller with the winning bidder, the
transaction is performed between the two respective parties and does not involve
the Company.

COMMUNITY

One of our main objectives will be to create a sense of community amongst our
users to draw large audiences, encourage repeat visits and keep users engaged,
while protecting their privacy and consumer interests. i-Car is anticipating the
creation of a system where each user of the service will have an ability to post
comments about other users of the service directly into the target member's
profile sections. These profile sections may be viewed by other members. Users
will be prevented from leaving comments in their own profile. For example if a
bidder recognizes the user name/or number of an individual or agent who has
previously posted a vehicle for sale, and they have had a negative experience
with the individual, they can post their comments into the sellers profile, and
other bidders can access these comments. Conversely, if a seller has had a
positive experience with a bidder, they will be able to post comments into the
bidder's profile as well. This system will not only promote a sense of community
on the site, but may also serve as a deterrent for fraud and abuses.

AUTOMOTIVE PORTAL PRODUCTS

The Company's goal is to create an integrated automotive portal for individuals
on both sides of the transaction, and offer a one-stop solution for most
services related to buying or selling a vehicle or auto part. i-Car anticipates
that it will enter enter into strategic relationships with the top providers of
automotive services and offer links from its site directly to the home pages of
our designated partners. Through these anticipated affiliations i-Car hopes to
offer the following products to its members:

<PAGE>

     1.   AUTO LOANS AND FINANCING CALCULATORS will provide potential buyers
          with financing for the purchase.

     2.   INSURANCE AND QUOTE COMPARISONS will provide car owners or potential
          buyers with protection for their vehicle, and will give them a chance
          to find the best rates.

     3.   AUTO APPRAISAL SERVICES will allow buyers and sellers to gauge the
          value of a specific vehicle.

     4.   EXTENDED WARRANTIES will provide cost effective long term protection
          for members' purchases.

     5.   CREDIT REPORTS will allow users to check on the status of their credit
          as they are considering an automobile purchase.

     6.   LEMON REPORTS can protect users from known defects and hidden problems
          with certain vehicle models.

     7.   CAR SHIPPING AND TRANSPORT SERVICES can assist both buyers and sellers
          in completing an auction transaction.

     8.   IMAGE HOSTING SERVICES will allow potential car sellers to showcase
          their vehicle online and attract more bidders.

     9.   AUTOMOTIVE RETAILERS will offer a one stop place for users' to shop
          for their automotive needs.

REVENUE

LISTING FEES

It is anticipated that each seller will be charged a placement fee for each
individual auction. In the event that an auction is unsuccessful, the seller
will be offered a reduced rate on each ensuing auction that is initiated for the
same vehicle or part. We anticipate selling listing fees in bulk, and working
with both individuals who wish to sell their automobile, as well as new and used
car salesmen with an extensive inventory of properties that may be auctioned on
our site.

STRATEGIC PARTNERS

The partnerships that we anticipate forming with on-line service providers and
merchants will include a link directly from our website directly to their home
page. This type of arrangement is mutually beneficial for both parties. It will
provide, a one-stop access to a wide range of automotive services for i-Car's
members, and at the same time bring new customers and revenue to our partners.
Because more value is usually placed on customers and revenue, it is anticipated
that the Company will be able to derive revenue from these relationships via
several different arrangements including Cost Per Click ("CPC"), Cost Per
Acquisition ("CPA") and/or revenue sharing. Depending on the specifics of each
partner relationship, one or a combination of these compensation methods may be
used. The following is a description of each:

- Cost Per Click (CPC)

The intended increase in traffic to each third-party service provided by the
Company will enable us to charge each retailer a click-through rate, or a fee
for each click called a CPC. This rate will be

<PAGE>

determined on an individualized basis with each partner. The CPC rate is a fee
that is charged every time an i-Car member clicks on any link to another
company's site. This method of generating revenue is directly contingent upon
how many members we have, as the probability of an actual click occurring
becomes higher with more traffic on our site.

The CPC rate must be specific for each client or strategic partner, based on
their traffic needs. The more existing traffic there is on a site, the less
valuable each click is for them. However, for a brand new site the need to
generate traffic is more immediate. Consequently, the more established sites
will be charged a lower CPC rate.

- Cost Per Acquisition (CPA)

In some instances we anticipate that it will make sense to charge a flat fee for
each new customer that we deliver to a strategic partner. For example in the
case of an insurance partner, we anticipate receiving a flat fee for each closed
insurance policy.

- Revenue Sharing

For e-commerce partners, we anticipate asking for a fixed percentage of revenues
obtained through purchases made by customers that are i-Car members. The growing
memberships may provide opportunities for these businesses to increase their
on-line revenues. The revenue arrangement will be determined by the strategic
partner's industry dynamics relative standing in their respective industry, and
marginal value that the partner derives from additional customers and revenues.

ADVERTISING ON I-AUTOAUCTION.COM

The anticipated traffic on the i-Car website will also allow for us to receive
advertising sales revenues from potential advertisers. Advertising sales on
i-Car is a way that we can possibly generate revenue from a diverse selection of
marketplaces. We intend to create a variety of different options and packages
for companies that would purchase advertising space on our site. These companies
are not limited to the automotive industry, but can come from a variety of
related industries including: major banks and credit cards, retailers, the
travel industry, fitness products and gyms, restaurants and/or any industry that
can benefit from a group of consumers with significant potential spending power.

These advertisements will be in the format of click-on banners and buttons of
varying sizes that will link the viewer directly to the advertisers' automotive
page. The pricing for these ads will be based on a CPM rate, or cost per
thousand impressions which the number of times the ad appears on this site. The
CPM rate is derived from the number of exclusive viewers on a site at a given
time, or how many viewers will actually see the ad. Therefore, the higher
i-Car's membership number, the more its advertising space is in demand. This
further outlines our initial priority to draft a large viewer base in order to
generate maximum profit from sale of our advertising space. The CPMs i-Car will
charge are also dependent on our members click through rates, and on the
individual advertiser. Newer advertisers are willing to pay more for each new
customer and would pay a higher rate per click.

<PAGE>

FUTURE REVENUE OPPORTUNITIES

Future possibilities for generating income include strategic partnerships and/or
acquisitions of other auction sites, vertical integration into the auto
dealership business, horizontal integration into the businesses of our
anticipated partners (ie insurance, retail, imaging services, etc), or
agreements to be the host for other third party auctions.

LEGISLATION

GOVERNMENT REGULATION

The auction industry is not currently subject to direct federal laws or
regulations applicable to access to or commerce on the Internet. However, due to
the increasing popularity and use of the Internet, it is possible that a number
of laws and regulations may be adopted with respect to the Internet covering
issues such as:

     - user privacy
     - freedom of expression
     - pricing
     - content and quality of products and services - taxation - advertising -
     intellectual property rights - information security

The adoption of any such laws or regulations might decrease the rate of growth
of Internet use, which in turn could decrease the demand for our services,
increase the cost of doing business or in some other manner have a material
adverse effect on our business, financial condition and operating results. In
addition, applicability to the Internet of existing laws governing issues such
as property ownership, copyrights and other intellectual property issues,
taxation, libel, obscenity and personal privacy is uncertain. The vast majority
of such laws were adopted prior to the advent of the Internet and related
technologies and, as a result, do not contemplate or address the unique issues
of the Internet and related technologies.

STATE LAWS

Several states have proposed legislation that would limit the uses of personal
user information gathered online or require online services to establish privacy
policies. Changes to existing laws or the passage of new laws intended to
address these issues could create uncertainty in the marketplace that could
reduce demand for our services or increase the cost of doing business as a
result of litigation costs or increased service delivery costs, adversely
affecting our business, financial condition and operating results. In addition,
because our services are accessible worldwide, and we facilitate the sale of
goods to users worldwide, other jurisdictions may claim that we are required to
comply with their laws, or to qualify to do business as a foreign corporation in
a particular state or foreign country.

<PAGE>

COMPETITION

There are several direct competitors in this industry, but we believe that there
is enough current demand to support another entrant. The competitors include but
are not limited to:

     -CarScene.com - features online auctions and classifieds. -Distributors
     Auction - auction for car parts, accessories, and more.

     -OffroadAuction.com - online auction for offroad vehicles, parts, and
     accessories -ClasssicCar.com

In the future, the Company may encounter competition from other automotive
auctions that are still in the process of constructing their websites, but are
showing a future commitment to e-commerce for their business. Many of the
Company's competitors, as well as a number of potential new competitors, have
significantly greater financial, technical and marketing resources than the
Company. There can be no assurance that the Company's competitors will not
develop Internet or automotive products and services that are superior to those
of the Company or that achieve greater market acceptance than the Company's
offerings.

The Company may also compete with online services and other website operators as
well as traditional off-line auctions for a share of advertisers' total
advertising budgets. There can be no assurance that the Company will be able to
compete successfully against its current or future competitors or that
competition will not have a material adverse effect on the Company's business,
results of operations and financial condition. However, auctions over the
Internet break down any previously existing boundaries, creating an
international marketplace for products. This fact creates the ideal opportunity
to introduce a web site like i-Car that combines all aspects of the automotive
and auction industry.

EMPLOYEES

At March 31, 2001, the Company employed one person. In addition, depending on
client demand, the Company will utilize manpower agencies to contract between
additional persons on a temporary, part-time basis. None of the Company's
employees are represented by a labor union. The Company believes that its
relations with its employees are good.

ITEM 2. DESCRIPTION OF PROPERTY
-------------------------------

The Company presently shares office space in a building located at 1221 Brickell
Avenue, Suite 900, Miami, Florida. The facility is leased pursuant to a month to
month lease. The primary tenant is Atlas Equity Group, Inc. Atlas Equity Group,
Inc. subleases the facility to i-Incubator.com, Inc. Michael D. Farkas, a
principal shareholder of the Company is the President and sole shareholder of
Atlas Equity Group, Inc. The landlord is not affiliated with us. No rent is
being charged to the Company. We believe that this space is sufficient for us at
this time.

<PAGE>

ITEM 3.  LEGAL PROCEEDINGS
---------------------------

The Company is not presently parties to any litigation, nor to the Company's
knowledge and belief is any litigation threatened or contemplated.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------

None.

                                    PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
-----------------------------------------------------------------

On March 31, 2001, there were 62 shareholders of record of the Company's common
stock. Based on information received from brokers and others in fiduciary
capacities, the Company estimates that the total number of shareholders of the
Company's common stock does not exceed 650. The Company's common stock is not
currently available for trading.

DIVIDENDS

The Company does not intends to retain future earnings to support the Company's
growth. Any payment of cash dividends in the future will be dependent upon: the
amount of funds legally available therefore; the Company's earnings; financial
condition; capital requirements; and other factors which the Board of Directors
deems relevant.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
-----------------------------------------------------------------

The following plan of operation provides information which management believes
is relevant to an assessment and understanding of our results of operations and
financial condition. The discussion should be read along with our financial
statements and notes thereto. I-Carauction.com, Inc. is a development - stage
company. Because the Company has not generated any revenue, it intends to report
its plan of operation below.

The following discussion and analysis contains forward-looking statements, which
involve risks and uncertainties. The Company's actual results may differ
significantly from the results, expectations and plans discussed in these
forward-looking statements.

The Company's operations have been devoted primarily to developing a business
plan and raising capital for future operations and administrative functions. The
Company intends to grow through internal development, strategic alliances, and
acquisitions of existing businesses. Because of uncertainties surrounding its
development, the Company anticipates incurring development stage losses in the
foreseeable future. The ability of the Company to achieve its business
objectives is contingent upon its success in raising additional capital until
adequate revenues are realized from operations.

PERIOD FROM DECEMBER 23, 1999 (INCEPTION) THROUGH DECEMBER 31, 2000

Our cumulative net losses since the inception are attributable to the fact that
we have not derived any revenue from operations to offset our business
development expenses.

Operating expenses since inception have amounted to $163,219, primarily
consisting of accounting ($7,500), legal ($3,577), and the expense in retaining
our domain name ($100,000) and creation of our website ($50,000). The
accounting and legal expenses were in connection with the Company's annual and
quarterly regulatory filings. The domain and web design expense is in connection
with fees paid to purchase the web addresses and develop a website to begin
operation.

YEAR ENDED DECEMBER 31, 2000 AND DECEMBER 31, 1999

Development stage expenses during the year ended December 31, 2000 were $159,619
as compared to $3,600 for the period ended December 31, 1999.

Expenses for the year ended December 31, 2000 were primarily professional fees
($7,577) in connection with quarterly regulatory filings and fees in connection
with the purchase of a domain name ($100,000) and development of our website
($50,000).

Expenses for the quarter ended December 31, 1999 were primarily professional
fees ($3,500) in connection with costs incurred with the formation and annual
regulatory filings of the Company.


<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Despite capital contributions and both related party and third party loan
commitments, the Company from time to time experienced, and continues to
experience, cash flow shortages that have slowed the Company's growth.

The Company has primarily financed its activities from sales of capital stock of
the Company and from loans from related and third parties. A significant portion
of the funds raised from the sale of capital stock has been used to cover
working capital needs such as office expenses and various consulting fees.

The Company continues to experience cash flow shortages, and anticipates this
continuing through the foreseeable future. Management believes that additional
funding will be necessary in order for it to continue as a going concern. The
Company is investigating several forms of private debt and/or equity financing,
although there can be no assurances that the Company will be successful in
procuring such financing or that it will be available on terms acceptable to the
Company.

ITEM 7. FINANCIAL STATEMENTS
----------------------------

The financial statements of the Company, together with the report of auditors,
are included herein.

                     I-CARAUCTION.COM, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)

           FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED DECEMBER
31, 2000 AND AS OF DECEMBER 31, 1999 AND FOR THE PERIODS DECEMBER 23, 1999 (DATE
 OF INCEPTION) THROUGH DECEMBER 31, 2000 AND DECEMBER 23, 1999 THROUGH DECEMBER
                                    31, 1999

<PAGE>


                     I-CARAUCTION.COM, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE ENTITY)


                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S>                                                                <C>
Independent Auditors' Report                                         1

Balance Sheets                                                       2

Statements of Operations                                             3

Statements of Stockholder's Equity (Deficit)                         4

Statements of Cash Flows                                            5-6

Notes to Financial Statements                                      7-13
</TABLE>

<PAGE>


                          INDEPENDENT AUDITORS' REPORT

To the Stockholders and
Board of Directors

I-Carauction.com, Inc. and subsidiary
(A Development Stage Company)
Miami, Florida

We have audited the accompanying balance sheets of I-Carauction.com, Inc. (a
development stage company) as of December 31, 2000 and the related statements of
operations, changes in stockholder's equity and cash flows for year ended
December 31, 2000. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit. The financial statements of
I-Carauction.com, Inc. as of December 31, 1999 were audited by other auditors
whose report dated September 18, 2000, expressed an unqualified opinion on those
statements.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit included examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe the audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of I-Carauction.com, Inc. as of
December 31, 2000, and the results of its operations and its cash flows for the
years ended December 31, 2000 in conformity with generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 4 to the financial
statements, the Company is development stage company. The realization of a major
portion of its assets is dependent upon its ability to meet its future financing
requirements, and the success of future operations. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not include any adjustments that might result from
this uncertainty.

Salibello & Broder LLP
New York, NY
April 14, 2001

<PAGE>

                     I-CARAUCTION.COM, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)

                                 BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS

                                                             DECEMBER 31, 2000   DECEMBER 31, 1999
                                                             -----------------   -----------------
CURRENT ASSETS:
<S>                                                                <C>          <C>
   Cash                                                            $   1,153    $       0
                                                                   ---------    ---------

         Total current assets                                          1,153            0

TOTAL ASSETS                                                       $   1,153    $       0
                                                                   =========    =========

LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES:

   Accounts payable and accrued expenses                           $ 157,778    $   3,500
   Note payable-related party                                          6,000            0
   Loans and advances-related party                                      494            0
                                                                   ---------    ---------

   Total current liabilities                                         164,272        3,500

STOCKHOLDER'S EQUITY:

   Common Stock, par value $.0001 per share; 50,000,000 shares
     authorized; 10,000,000 shares issued and
     outstanding at December 31, 2000 & 1999, respectively             1,000           10
   Additional paid-in capital                                           (900)          90
   Deficit accumulated during the development stage                 (163,219)      (3,600)
                                                                   ---------    ---------

     Total stockholder's equity                                     (163,119)      (3,500)
                                                                   ---------    ---------

     TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                    $   1,153    $       0
                                                                   =========    =========
</TABLE>

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


<PAGE>

                     I-CARAUCTION.COM, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                                                 FOR THE PERIOD
                                                                             YEAR ENDED         DECEMBER 23, 1999
                                                                             DECEMBER 31        (INCEPTION) TO
                                                                        2000           1999     DECEMBER 31, 2000
                                                                        ----           ----     -----------------
<S>                                                                    <C>          <C>          <C>
DEVELOPMENT STAGE REVENUES                                             $       0    $       0    $        0
                                                                       ---------    ---------    ---------

DEVELOPMENT STAGE EXPENSES:

             Amortization                                              $       0    $     100    $     100
             Accounting                                                    5,000        2,500        7,500
           Bank charges                                                      141            0          141
           On-line services                                                  749            0          749
           Domain names                                                  100,000            0      100,000
           Legal fees                                                      2,577        1,000        3,577
           Corporate fees                                                    914            0          914
           Transfer Agent Fees                                               137            0          137
           Web design                                                     50,000            0       50,000
                                                                                                 ---------

TOTAL DEVELOPMENT STAGE EXPENSES                                         159,518        3,600      163,118
                                                                                                 ---------

         LOSS FROM OPERATION                                           $(159,518)   $  (3,600)   $(163,118)
                                                                       =========    =========    =========

         INTEREST EXPENSE                                                   (101)           0         (101)

         NET LOSS                                                       (159,619)      (3,600)   $(163,219)
                                                                       =========    =========    =========
LOSS PER COMMON SHARE
           Basic                                                        $(0.0159)    $(0.0004)
                                                                       =========     =========
Diluted                                                               $      N/A     $    N/A
                                                                       =========     =========

Weighted-average number of common shares outstanding                  10,000,000    10,000,000
                                                                      ==========    ==========
</TABLE>

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


<PAGE>


                     I-CARAUCTION.COM, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)

            STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT)
<TABLE>
<CAPTION>

                                                                                         ADDITIONAL
                                                                      COMMON STOCK         PAID-IN
                                                                     ------------
                                                             SHARES           AMOUNT       CAPITAL
                                                             ------           ------       -------


<S>                                                         <C>          <C>          <C>
Balance, December 23, 1999 (inception)                               0   $        0   $        0

Common stock issued to related parties for
  management services                                       10,000,000        1,000         (900)

Loss during development stage for the period December 23,
1999(inception) through  December 31, 1999                           0            0            0
                                                            ----------   ----------   ----------

Balance, December 31, 1999                                  10,000,000        1,000         (900)

Loss during development stage for the year
ended December 31, 2000                                              0            0            0
                                                            ----------   ----------   ----------

Balance, December 31, 2000                                  10,000,000   $    1,000   $     (900)
                                                            ==========   ==========   ==========
</TABLE>

                     I-CARAUCTION.COM, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)

            STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT)
                                  CONTINUED
<TABLE>
<CAPTION>
                                                              DEFICIT
                                                            ACCUMULATED
                                                            DURING THE
                                                             DEVELOPMENT
                                                               STAGE         TOTAL

<S>                                                         <C>           <C>
Balance, December 23, 1999 (inception)                      $        0    $        0

Common stock issued to related parties for
  management services                                                0           100

Loss during development stage for the period December 23,
1999(inception) through  December 31, 1999                      (3,600)       (3,600)
                                                            ----------    ----------

Balance, December 31, 1999                                      (3,600)       (3,500)

Loss during development stage for the year
ended December 31, 2000                                       (159,619)     (159,619)
                                                            ----------    ----------

Balance, December 31, 2000                                  $ (163,219)   $ (163,119)
                                                            ==========    ==========
</TABLE>

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


<PAGE>


                     I-CARAUCTION.COM, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                                FOR THE PERIOD
                                                                                                DECEMBER 23, 1999
                                                                     YEAR ENDED                 (INCEPTION) TO
                                                                    DECEMBER 31                DECEMBER 31, 2000
                                                                    -----------                -----------------
                                                                2000            1999
                                                                ----           ------
OPERATING ACTIVITES
<S>                                                             <C>             <C>            <C>
Deficit accumulated during the development stage                    $(159,619)   $  (3,600)   $(163,219)

Adjustments to reconcile net loss to net cash used by
Operations

Amortization                                                                0          100          100
Increase (Decrease) in accounts payable and accrued expenses          154,278        3,500      157,778
                                                                    ---------    ---------    ---------

     Net Cash Used by Operating Activities                             (5,341)           0       (5,341)

INVESTING ACTIVITIES:

     Net Cash Used for Investing Activities                                 0            0            0

FINANCING ACTIVITIES

     Proceed from short term borrowings-net                             6,494            0        6,494
                                                                    ---------    ---------    ---------

      Net Cash Used for Financing Activities                            6,494            0        6,494
                                                                    ---------    ---------    ---------

      Increase (decrease) in cash                                       1,153            0        1,153
                                                                    ---------    ---------    ---------
      Cash, Beginning of year                                               0            0            0
                                                                    ---------    ---------    ---------
      Cash, End of year                                             $   1,153    $       0    $   1,153
                                                                    =========    =========    =========
</TABLE>
The Accompanying Notes are an Integral Part of These Financial Statements.

<PAGE>



                     I-CARAUCTION.COM, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)

                            STATEMENT OF CASH FLOWS

     FOR THE PERIOD FROM DECEMBER 23, 1999 (INCEPTION) TO DECEMBER 31, 2000

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

During the year ended December 31, 2000 and for the cumulative period December
23, 1999 (inception) to December 31, 2000, the Company did not pay any interest.

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVIITES

         The Company entered into the following non-cash transactions:

On December 23, 1999, the Company issued 10,000,000 shares of common stock in
consideration of management services to I-Incubator.Com, Inc. formerly known as
Master Communications, Corp. The transaction was valued at $100. (See note 7 &
8).

              The accompanying notes are an integral part of these
                             financial statements.
<PAGE>

                     I-CARAUCTION.COM, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS

 1.      ORGANIZATION

         I-Carauction.com, Inc. ("the Company"), a wholly owned subsidiary of
I-incubator.com, Inc., was incorporated on December 23, 1999 under the laws of
the State of Delaware. The Company's operations have been devoted primarily to
structuring and positioning itself to take advantage of opportunities available
in the internet industry. The Company intends to grow through internal
development, strategic alliances and acquisitions of existing business. The
Company has the authority to issue 50,000,000 shares of common stock and intends
to develop an auction website devoted entirely to automobiles and related
accessories. The Company is a development stage company and has had limited
activity.

         On May 24, 2000 the Company formed I-Autoauction.com Inc.
("Autoauction") under the laws of the state of Delaware. Autoauction intends to
develop an auction website devoted entirely to automobiles and related
accessories. Autoauction did not have any significant activity as of December
31, 2000.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities as of the date of the financial statements and
reporting period. Accordingly, actual results could differ from those estimates.

         CASH AND CASH EQUIVALENTS

         For purposes of reporting cash flows, the company considers all highly
liquid investments purchased with an original maturity of three months or less
to be cash equivalents.

         CARRYING VALUES

         The Company reviews the carrying values of its long-lived and
identifiable intangible assets for possible impairment. Whenever events or
changes in circumstances indicate that the carrying amount of assets may not be
recoverable, the Company will reduce the carrying value of the assets and charge
operations in the period the impairment occurs.


<PAGE>

                     I-CARAUCTION.COM, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS

         MANAGEMENT DECISION NOT TO CONSOLIDATE

         Statement of Financial Accounting Standards ("SFAS") No. 94,
"Consolidation of All Majority Owned Subsidiaries", encourages the use of
consolidated financial statements between a parent company and its subsidiaries
unless:

A)   Control is likely to be temporary,

B)   Control does not rest with the majority owner(s), or

C)   Minority shareholders have certain approval or veto rights that allow them
     to exercise significant control over major management decisions in the
     ordinary course of business.

The management of Incubator intends to spin off the Company and believes that
its control is temporary. Therefore, management believes that separate financial
statements are appropriate and properly reflect current operating results.

          INCOME TAXES

         The Company utilizes Statement of Financial Standards ("SFAS") No. 109,
"Accounting for Income Taxes", which requires the recognition of deferred tax
assets and liabilities for the expected future tax consequences of events that
have been included in financial statements or tax returns. Under this method,
deferred income taxes are recognized for the tax consequences in future years of
differences between the tax basis of assets and liabilities and their financial
reporting amounts at each period end based on enacted tax laws and statutory tax
rates applicable to the periods in which the differences are expected to affect
taxable income. Valuation allowances are established when necessary to reduce
deferred tax assets to the amount expected to be realized. The accompanying
financial statements have no provisions for deferred tax assets or liabilities.

         NET LOSS PER SHARE

         The Company has adopted SFAS No. 128 "Earnings Per Share". Basic loss
per share is computed by dividing the loss available to common shareholders by
the weighted-average number of common shares outstanding. Diluted loss per share
is computed in a manner similar to the basic loss per share, except that the
weighted-average number of shares outstanding is increased to include all common
shares, including those with the potential to be issued by virtue of warrants,
options, convertible debt and other such convertible instruments. Diluted
earnings per share contemplates a complete conversion to common shares of all
convertible instruments only if they are dilutive in nature with regards to
earnings per share. Since the Company has incurred net losses for all periods,
and since there are no convertible instruments, basic loss per share and diluted
loss per share are the same.


<PAGE>
                     I-CARAUCTION.COM, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS

         STOCK COMPENSATION

         The Company has adopted SFAS No. 123 "Accounting for Stock-Based
Compensation." SFAS No. 123 encourages the use of the fair market method to
account for transactions involving stock based compensation that are entered
into for fiscal years beginning after December 15, 1995. Under the fair value
method, the issuance of equity instruments to non-employees in exchange for
goods or services should be accounted for based on the fair value of the goods
or services received or the fair value of the income instruments issued,
whichever is more reliably measured.

         FAIR VALUE OF FINANCIAL INSTRUMENTS

         SFAS No. 107 "Disclosures about Fair Value of Financial Instruments"
requires the disclosure of the fair value of financial instruments. The
Company's management, using available market information and other valuation
methods, has determined the estimated fair value amounts. However, considerable
judgment is required to interpret market data in developing estimates of fair
value. Accordingly, the estimates presented herein are not necessarily
indicative of the amounts the Company could realize in a current market
exchange.

3.   RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

         In June 1997, the Financial Accounting Standards Board ('FASB") issued
SFAS No. 130, "Reporting Comprehensive Income". This statement requires
companies to classify items of other comprehensive income by their nature in a
financial statement and display the accumulated balance of other comprehensive
income separately from retained earnings and additional paid-in capital in the
equity section of a statement of financial position. SFAS No. 130 is effective
for financial statements issued for fiscal years beginning after December 15,
1997. Management believes that SFAS No. 130 will not have a material effect on
the Company's financial statements.

     In June 1997, FASB issued SFAS No. 131, "Disclosure About Segments of an
Enterprise and Related Information". This statement establishes additional
standards for segment reporting in financial statements and is effective for
financial statements for fiscal years beginning after December 15, 1997.
Management believes that SFAS No. 131 will not have a material effect on the
Company's financial statements.

         In April, 1998, the American Institute of Certified Public Accountants
issued Statement of Position No. 98-5, "Reporting for Costs of Start-Up
Activities", ("SOP 98-5"). The Company is required to expense all start-up costs
related to new operations as incurred. In addition, all start-up costs that were
capitalized in the past must be written off when SOP 98-5 is adopted. The
Company's adoption did not have a material impact on the Company's financial
position or results of operations.


<PAGE>



                     I-CARAUCTION.COM, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS

         SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities", is effective for financial statements issued for fiscal years
beginning after June 15, 1999. SFAS No. 133 establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities. Management does not
believe that SFAS No. 133 will have a material effect on its financial position
or results of operations.

         SFAS No. 134, "Accounting for Mortgage-Backed Securities Retained after
The Securitization of Mortgage Loans Held for Sale by Mortgage Banking
Enterprises", is effective for financial statements issued in the first fiscal
quarter beginning after December 15, 1998. This statement is not applicable to
the Company.

     SFAS No. 135, "Rescission of FASB Statement No. 75 and Technical
Corrections", is effective for financial statements issued for fiscal years
beginning February, 1999. This statement is not applicable to the Company.

4.   DEVELOPMENT STAGE OPERATIONS AND GOING CONCERN MATTERS

         The Company's initial activities have been devoted to developing a
business plan, structuring and positioning itself to take advantage of
opportunities available in the internet industry and raising capital for future
operations and administrative functions.

         The ability of the Company to achieve its business objectives is
contingent upon its success in raising additional capital until adequate
revenues are realized from operations.

         The accompanying financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. As shown in the financial
statements, development stage losses from December 23, 1999 (inception) to
December 31, 2000 aggregated $163,219. The Company's cash flow requirements
during this period have been met by contributions of capital and debt financing.
No assurance can be given that these sources of financing will continue to be
available. If the Company is unable to generate profits, or unable to obtain
additional funds for its working capital needs, it may have to cease operations.

         The financial statements do not include any adjustments relating to the
recoverability and classification of assets or liabilities that might be
necessary should the Company be unable to continue as a going concern.


<PAGE>

                     I-CARAUCTION.COM, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS

5.   INCOME TAXES

         No provisions for income taxes have been made because the Company has
sustained cumulative losses since the commencement of operations. At December
31, 2000 and December 31, 1999, the Company had net operating loss carryforwards
("NOL's") of $163,219 and $3,600, respectively, which will be available to
reduce future taxable income and expense in the year ending December 31, 2015
and 2014, respectively.

     In accordance with SFAS No. 109 the Company has computed the components or
deferred income taxes as follows.
<TABLE>
<CAPTION>
                                                 December 31,                 December 31,
                                                     2000                         1999
                                                     ----                         ----
<S>                                                   <C>                     <C>
Deferred tax assets                              $     64,472                 $       1,422
Valuation allowance                                   (64,472)                       (1,422)
                                                      -------


Deferred tax asset, net                          $      -                     $      -
                                                 =      =
</TABLE>


At December 31, 2000 and December 31, 1999, a valuation allowance has provided
and realization of the deferred tax benefit is not likely.

The effective tax rate varies from the U.S. Federal statutory tax rate for both
the periods ended December 31, 2000 and December 31, 1999, principally due to
the following
<TABLE>
<S>                                                          <C>
U.S. statutory tax rate                                          34%
State and local taxes                                           5.5
Valuation allowance                                          (39.5)
                                                          --------

Effective rate                                                 - %
                                                               ===
</TABLE>


6.   ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses at December 31, 2000 and December 31, 1999
consisted of the following:
<TABLE>
<CAPTION>
                                           December 31,               December 31,
                                                 2000                       1999
                                           ----------                 ----------
<S>                                        <C>                         <C>
Accounts payable                          $      154,177              $            0
Accrued expenses                                   3,500                       3,500
Accrued interest                                     101                           0
                                                     ---                           -



Total accounts payable accrued expenses    $     157,778               $       3,500
                                           =     =======               =       =====
</TABLE>

<PAGE>

                     I-CARAUCTION.COM, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS

7.   STOCKHOLDER'S EQUITY

         On December 23, 1999 the Company issued 100,000 restricted common
shares to I- Incubator.com, Inc. ("Incubator"), formerly known as Master
Communication Corp. in consideration for services rendered in formation of the
company valued at $100.

         On October 10, 2000, the Company authorized a forward split of 100 to 1
on its common stock. Immediately following the split Incubator owned 10,000,000
restricted common shares.

8.   RELATED PARTY TRANSACTIONS

         The Company has received funds from Incubator to meet various working
capital requirements. These advances totaled $494 and are non-interest bearing
and due on demand.

         On September 1, 2000, the Company entered into an agreement with
Michael D. Farkas, the director of Incubator, a related party to purchase four
domain names, I-Carauction.com, Inc., I-Carauction.net, I-Autoauction.com, and
I-autoauction.net for $100,000.

         On September 1, 2000, the Company entered into an agreement with
Envitro.com, beneficial owner which is Michael Farkas, to design and construct a
website for $50,000.

         On October 10, 2000 the Company authorized a 100:1 forward split of the
Company's outstanding common stock $.0001 par value. This transaction has been
given retroactive effect to December 23, 1999. After the split there were
10,000,000 restricted shares issued and outstanding with a par value of $.0001.

         On October 25, 2000, the Company executed a note payable to Atlas
Equity Group, Inc., a related party, beneficial owner of which is Michael Farkas
(Director of Incubator), for principal sum of $3,000 at a rate of 10% per annum.
The entire principal amount and accrued interest are due and payable on January
24, 2001.

         On November 10, 2000 the Company executed a note payable to Atlas
Equity Group, Inc., a related party, beneficial owner of which is Michael Farkas
(Director of I-Incubator) for a principal sum of $2,000 at a rate of 10% per
annum. The entire principal amount and accrued interest are due and payable on
February 9, 2001.

<PAGE>

                     I-CARAUCTION.COM, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS

SUBSEQUENT EVENT

During the first quarter ending March 31, 2001, the Company issued a series of
promissory notes to Atlas Equity Group, Inc., a related party in which Michael
D. Farkas is a beneficial owner, for an aggregating sum of $7,544 at a rate of
10% per annum. The promissory notes principal amounts and accrued interest are
due and payable on dates ranging from April 2001 to March 2002.

On January 19, 2001, the Company entered into an agreement and plan of
distribution ("spin-off") with Incubator. Upon spin-off, the shareholders of
I-Incubator received 0.4111 shares of the Company's common stock for each share
of Incubator owned as of February 13, 2001, totaling 10,008,585 common shares.
As a result of this spin-off and share distribution Atlas Equity Group, Inc., a
related party, in which Michael D. Farkas is a beneficial owner, received
2,105,498 shares, representing approximately 21% of the Company's outstanding
common stock, The Farkas Group, Inc., in which Michael D. Farkas is a beneficial
owner, received 1,356,630 shares representing approximately 13.5% of the
Company's common stock and GSM Communication, Inc., in which Michael D. Farkas
is a beneficial owner, received 1,133,403 shares, representing approximately
11.3% of the Company's outstanding common stock.

<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
------------------------------------------------------------------------------

The Company's accountant is Salibello & Broder, C.P.A. of New York City, New
York. The Company does not presently intend to change accountants. At no time
has there been any disagreements with such accountants regarding any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure. The Company initially engaged Salibello & Broder, C.P.A. to
render accounting services on December 15, 2000. Our previous accountant was
John Abitante, CPA of Berenfeld, Spritzer, Shechter & Sheer, 7700 N. Kendall
Drive, Suite 805, Miami, Florida 33156. At no time has there been any
disagreements with such accountants regarding any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure

<PAGE>

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
-----------------------------------------------------------------------

The directors and officers of the Company and its subsidiaries, as of March 31,
2001, are set forth below. The directors hold office for their respective term
and until their successors are duly elected and qualified. Vacancies in the
existing Board are filled by a majority vote of the remaining directors. The
officers serve at the will of the Board of Directors.
<TABLE>
<CAPTION>
                                            WITH COMPANY
NAME                       AGE              SINCE          DIRECTOR/POSITION
----                       ---              -----          -----------------
<S>                        <C>              <C>            <C>
Jamee Kalimi               32               1999           President, Secretary
                                                           and Director
</TABLE>

Jamee M. Kalimi, 32, has been President, Secretary and Director of the Company
since inception. She is a marketing and telecommunications expert with a strong
ability to create new strategies and business plans. Since 1998, Ms. Kalimi has
been President and Director of i-Incubator.com, Inc. a publicly traded company
listed on the OTC Electronic Bulletin Board. (OTCBB:INQU). Ms. Kalimi is also
President of i-Realty.com, Inc., i-AntiqueAuction.com, Inc. and i-Aerobids.com,
Inc. and is Vice President and Secretary of i-Teleco.com, Inc. all of which are
subsidiaries of i- Incubator.com, Inc. Ms. Kalimi has been heavily involved in
the telecommunications industry since 1990, specializing in pay per call
services and the marketing of such services. She has an active real estate
license in the State of Florida which was obtained in 1995. Prior to working for
us, she was an assistant to the President of Atlas Equity Group, Inc. from
February 1998 to October 1998. She worked as a Real Estate Sales and Leasing
Manager for Sclar Realty from April 1996 to February 1998 and President of AvJam
Communications, Inc. from January 1994 to April 1996.

All officers and directors listed above will remain in office until the next
annual meeting of our stockholders, and until their successors have been duly
elected and qualified. There are no agreements with respect to the election of
Directors. We have not compensated our Directors for service on our Board of
Directors, any committee thereof, or reimbursed for expenses incurred for
attendance at meetings of our Board of Directors and/or any committee of our
Board of Directors. Officers are appointed annually by our Board of Directors
and each Executive Officer serves at the discretion of our Board of Directors.
We do not have any standing committees. Our Board of Directors may in the future
determine to pay Directors' fees and reimburse Directors for expenses related to
their activities.

None of our Officers and/or Directors have filed any bankruptcy petition, been
convicted of or been the subject of any criminal proceedings or the subject of
any order, judgment or decree involving the violation of any state or federal
securities laws within the past five (5) years.

<PAGE>

CERTAIN LEGAL PROCEEDINGS

No director, nominee for director, or executive officer of the Company has
appeared as a party in any legal proceeding material to an evaluation of his
ability or integrity during the past five years.

Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

We have not yet filed Form 3's for Jamee Kalimi or Michael Farkas (and the
entities he controls). Such Form 3's will be filed late. A Form 5 will not be
filed for our fiscal year ended December 31, 2000 since all reportable
transactions for this fiscal year were reported on Form 3's filed with the
Commission.

ITEM 10. EXECUTIVE COMPENSATION
--------------------------------

The following information relates to compensation received by the Chief
Executive Officer of the Company in fiscal year ending December 31, 2000 for the
executive officers who were serving as of fiscal year ending December 31, 2000,
whose salary and bonus during fiscal year ending December 31, 2000 exceeded
$100,000. In 1999, no officer received compensation in excess of $100,000.

Summary Compensation Table

                              ANNUAL COMPENSATION
<TABLE>
<CAPTION>
Name and Principal Position         Year    Salary   Bonus    Restricted Stock Award
---------------------------         ----    ------   -----    ----------------------
<S>                                 <C>     <C>      <C>      <C>
         None
</TABLE>

Employment Agreements. No officer or director has been granted an employment
contract or been provided a future benefit to be received upon separation from
service with the Company.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
-----------------------------------------------------------------------

The following table sets forth as of March 31, 2001, information with respect to
the beneficial ownership of the Company's Common Stock by (i) each person known
by the Company to own beneficially 5% or more of such stock, (ii) each Director
of the Company who owns any Common Stock, and (iii) all Directors and Officers
as a group, together with their percentage of beneficial holdings of the
outstanding shares.

Security Ownership of Beneficial Owners (1):
<TABLE>
<CAPTION>
TITLE OF CLASS             NAME & ADDRESS                     AMOUNT                    PERCENT
--------------             --------------                     ------                    -------
<S>                        <C>                                <C>                       <C>
Common Stock               Michael D. Farkas (2)              4,626,364                 46.22%
                           294 South Coconut Lane
                           Miami, Florida 33131

                           Romano Limited                       946,656                  9.46%
                           790 Finchley Road
                           London NW117UR England

                           Matthew Sher (3)                     719,425                  7.19%
                           176 Broadway, #5D
                           New York, NY 10038
</TABLE>

<PAGE>

Security Ownership of Management:
<TABLE>
<CAPTION>
TITLE OF CLASS             NAME & ADDRESS                     AMOUNT                    PERCENT
--------------             --------------                     ------                    -------
<S>                        <C>                                   <C>                          <C>
Common Stock               Jamee Kalimi                          51,388                       *
                           3314 Oak Drive
                           Hollywood, Florida 33021

All directors and executive                                      51,288                       *
officers as a group (2 persons)
</TABLE>

(1) The persons named in this table have sole voting and investment power with
respect to all shares of common stock reflected as beneficially owned by each.

(2) Includes 1,356,630 shares held by Farkas Group, Inc., 2,105,498 shares held
by Atlas Equity Group, Inc., and 1,133,403 shares held by GSM Communications,
Inc. Michael D. Farkas is the sole shareholder and principal of each of these
entities. In addition, includes the 30,833 shares which he personally owns.

(3) Matthew Sher beneficially owns 616,650 shares as a principal shareholder of
On Mark Enterprises Inc. and 102,775 shares personally for a total of 719,425
shares.

* Less than 1% of the outstanding shares.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
-------------------------------------------------------

The Company presently shares office in a building located at 1221 Brickell
Avenue, Suite 900, Miami, Florida. The facility is leased pursuant to a month to
month lease. The primary tenant is Atlas Equity Group, Inc. Atlas Equity Group,
Inc. subleases the facility to i-Incubator.com, Inc. Michael D. Farkas, a
principal shareholder of i-Carauction is the President and sole shareholder of
Atlas Equity Group, Inc. The landlord is not affiliated with us. No rent is
being charged to the Company. We believe that this space is sufficient for us at
this time.

We have not and do not intend to enter into any additional transactions with our
management or any nominees for such positions. We have not and do not intend to
enter into any transactions with our beneficial owners. We are not a subsidiary
of any parent company.

Our management is involved in other business activities and may, in the future
become involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict in selecting
between our business and their other business interests. We have not and do not
intend in the future to formulate a policy for the resolution of such conflicts.

<PAGE>

                                    PART IV

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
------------------------------------------

(a)   The following documents are filed as part of this report:

1.   Financial statements; see index to financial statement and schedules
     under Item 7 herein.

2.   Financial statement schedules; see index to financial statements and
     schedules under Item 7 herein.

3.  Exhibits:

The following exhibits are filed with this Form 10-KSB and are identified by the
numbers indicated: see index to exhibits immediately following financial
statements and schedules of this report.

3.1  Certificate of Incorporation, as amended (1)

3.2  Bylaws, as amended (1)

(1)  Incorporated by reference to the Registrant's Form 10-SB, filed on November
     29, 2000 (SEC File No. 000-32031).

(b)  Reports on Form 8-K We did not file any reports on Form 8-K for the year
     ended December 31, 2000.

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, there unto duly authorized.

                             I-CARAUCTION.COM, INC.

                             By:/s/ Jamee Kalimi
                             ----------------------
                                    Jamee Kalimi
                                    President and Director

Dated:     April 17, 2001

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name                    Title                                Date
----                    -----                                ----
<S>                     <C>                                  <C>
/s/ Jamee Kalimi        President and Director               April 17, 2001
------------------
</TABLE>