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 #0-32029

                              PHOTO AMERICA, INC.
             (Exact name of registrant as specified in its charter)

                           I-AntiqueAuction.com, Inc.
                                  (Former Name)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                                   22-3608370
                      (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 [   ]


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,

<PAGE>

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 April 12, 2001, was: $N/A

Number of shares of the registrant's common stock outstanding as of April 12,
2001 was: 10,008,585

Transfer Agent as of April 12, 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-AntiqueAuction.com, Inc. in the State of
Delaware on December 23, 1999 as a wholly owned subsidiary of
i-Incubator.com, Inc. (OTCBB:INQU). On March 3, 2001, the Company filed a
Certificate of Amendment changing the name of the Company to Photo America, Inc.

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.

As of December 31, 2000, i-AntiqueAuction.com, Inc. ( the "Company" or
"i-Antique") was a development stage company which was anticipating the
completion of a specialized online person- to-person trading website dedicated
to bringing together antique sellers and buyers. The website would have resided
at WWW.I-ANTIQUEAUCTION.COM, 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-Antique owns the domain names "i-AntiqueAuction.com" and
"i-AntiqueAuction.net". Anticipated sales would have been conducted by a
traditional rising price auction (the highest bid wins), and will be hosted by
the Company. The Company's goal was to create an integrated antique site for
individuals on both sides of the transaction, and thus would offer additional
value added services through links to its strategic partners. i-Antique
anticipated 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:
loan services, insurance, antique appraisal, moving and shipping companies,
interior design specialists, content links for researching antiques and
collectibles, and image hosting services for showing an item on line.

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 online market. The Company's telephone number is (305)
358-3678.

Subsequent to December 31, 2000, the Company changed its business plan to become
a development stage company whose goal is to become a leading provider of
digital imaging services. We are planning to launch our site at
WWW.CONCEPTDIGITAL.NET, to offer digital image picture developing for digital
camera owners over the Internet. The website will enable digital camera users to
upload their photographs via the Internet to the Company's outsourced developing
facility for processing. Using a silver halide process, the Company anticipates
creating images of a quality that is typically found only with traditional film
reproductions, and is far superior to those available with a desktop color
printer. Images will be printed to the customer's specification on standard,
high-quality photographic paper, a broad variety of designer templates and
greeting cards, or an assortment of novelties, such as T-shirts, mugs and hats.
The anticipated site will also enable customers to store and manage their
digital pictures on-line.

<PAGE>

The Company anticipates the creation of a unique affiliate or "Partner" program,
which may enable it to penetrate the market on a nationwide basis. The strategy
capitalizes on trends within the digital photography marketplace and the desire
of the digital camera retailers to participate in the e- commerce market
expansion. The Concept Digital programs intend to offer a low-cost e-commerce
solution for traditional retailers, while providing an anticipated recurring
revenue model for the Company. In addition, the Company plans to grow through
the acquisition and development of other companies, technologies or entities. We
are currently in discussion with PhotoAmerica, Inc., a New York corporation
("PAI") where the Company would acquire all the issued and outstanding shares of
capital stock of PAI in exchange solely for shares of Concept Digital common
stock. It has been the objective of our discussions to execute and implement as
soon as practical a definitive acquisition agreement and plan of reorganization
between Concept Digital and PAI.

The Company's corporate offices are located at 1221 Brickell Avenue, Suite 900,
Miami, FL 33131. The Company's corporate staff consists of two persons. The
telephone number is (305) 539-0900.

INDUSTRY ANALYSIS

We anticipate that the timing for the launch of the Concept Digital site is
favorable based on current market trends. The digital camera marketplace is
poised for rapid expansion as digital camera resolution and memory functions
continue to improve, while concurrently, the prices of digital cameras are
decreasing. In addition, consumers' growing comfort with the Internet has
resulted in an explosion of consumer e-commerce revenue.

Photographic services and equipment represents a multi-billion dollar industry,
and the digital segment continues to account for an increasing share of that
market. International Data Corp. ("IDC") predicts that the worldwide
digital-camera market will continue to grow to $6.5 billion in 2003; Hewlett
Packard Corporation reported to FORBES that the market is surging 60% annually.
In 1998 photo development accounted for approximately $6 billion in the United
States alone, again with digital representing only a small percentage. However,
the explosive growth of Internet usage and e-commerce is expected to have a
significant impact on these figures; Infotrends projects online photofinishing
will represent a $3.3 billion market by 2002. Concept Digital's leading edge
processing capabilities, user-friendly Website and management expertise position
it to capture a sizable share of this market.

TRENDS IN PHOTOGRAPHY INDUSTRY

The United States' amateur photo market increased approximately $700 million in
1998, to $14.9 billion. Many factors contributed to this growth, including
expansion in digital products and services, and increasing acceptance of the
Advanced Photo System. Traditional film sales and processing accounted for
approximately two-thirds of industry revenues. Conventional camera sales
represent an additional 10%, and demand for digital products and services
continued to grow, accounting for more than 8% of the market.

FILM DEVELOPMENT

The dominant method of distributing photofinishing services and products is
through retail stores,

<PAGE>

including discount and mass merchants, drugstores, supermarkets and
camera/specialty stores. The majority of film is sent to wholesale
photofinishing laboratories for processing, although a growing percentage is
processed in-store using on-site equipment.

Total photofinishing roll volume grew only 2.9% in 1998, with revenues showing
an even smaller increase at approximately 1%. Lyra Research estimates that
worldwide film sales will grow only 1% annually through 2003 and slowly shrink
after that. This plateau reflects the increasing trend toward digital equipment
and the strong price competition at the retail level driven by the national
electronic and mass merchandiser chain stores. The decline was most noticeably
felt at specialty camera shops, where volume dropped more than 11% and revenues
fell 9.7%.

On the other hand, Infotrends projects that 5.5 billion photos will be uploaded
to online photo- finishers by 2002, representing a market of $3.3 billion. The
following table illustrates the anticipated growth in digital and film
exposures, worldwide.

DIGITAL CAMERAS

According to a study by Infotrends the number of digital cameras is expected to
grow from 4 million units in 1999 to 16 million units in 2003. NewMedia
attributes the anticipated growth to improved technology and decreasing prices,
projecting annual digital camera sales to reach $5.4 billion by 2002. The
following table illustrates the comparative growth rate in annual sales of
traditional and digital cameras.

Mega-pixel resolution (1 million pixels; 1,280 x 960 resolution or greater) is
the current standard for digital cameras. This level of resolution enables the
production of snapshot-sized prints that approach the print quality produced by
traditional photography. (Concept Digital believes that its processing
capabilities produce the best results for images from cameras at a minimum of
1.3 mega- pixels.) Industry experts agree that four million pixels is likely the
limit for consumer digital cameras; improvements beyond that level are
imperceptible to the human eye.

Today, for less than $300 consumers can buy a digital camera with mega-pixel
resolution, offering all the features of top-of-the-line 35mm cameras, such as
zoom lenses and manual controls. Most digital cameras also come equipped with a
built in monitor that allows the photographer to review the picture immediately
after taking it. The most commonly quoted benefit of digital cameras is that it
allows the photographer to immediately determine if he is satisfied with the
image. If not, the image is simply deleted and the picture can be re-shot.
Digital cameras also allow photographers to transfer their images to a computer
and digitally manipulate and enhance the photo before printing it. This is a far
more desirable alternative than film based cameras, where the photographer can
only determine if a picture is to their liking after it has been developed
(industry surveys show that the average consumer typically only likes four out
of every 36 pictures printed).

COMPUTERS AND THE INTERNET IN THE PHOTOGRAPHY INDUSTRY

The continuing evolution of the Internet as an entertainment medium coupled with
rapid advances in technology has had a significant impact on the traditional
chemical film based photo-processing model. Traditionally, photographers finish
a complete roll of film, bring the film to their local photo

<PAGE>

processor, and then return for a second visit to retrieve the pictures. The
photos are evaluated to determine the interest in additional prints, at which
point the consumer must place another order and return again to pick up the
reprints. Digital photography, the Internet and advances in printing technology
are introducing attractive alternatives. Photographs can be stored on a PC or
uploaded to the Internet where they can be viewed, edited and reprinted at any
time using a color desk top printer or professional processing techniques.

This capability has resulted in a vast increase in the email of photos and the
creation of online photo album sites. At these sites members can post, view and
exchange pictures with friends and family. A November 1998 study conducted by
Jupiter Research estimates 73% of online users liked to e- mail their photos
while online. Infotrends estimates that online photo-sharing membership will
grow from 2.8 million in 1999 to 11.5 million by 2003, and the number of
discrete visitors to online photo albums will grow to 135.74 million by 2003.

PRODUCTS AND SERVICES

THE WEBSITE

We anticipate that the Company's website will be the primary tool through which
future customers will purchase products and services and through which the
Company will conduct marketing initiatives for its Profit Partners. The website
is expected to feature related content and advertising targeted to the Company's
customer base, and links to other appropriate sites. The following is an
overview of the site's anticipated features:

CUSTOMER ACTIVATION

The ConceptDigital.net site is being designed to be straightforward and
minimally intrusive; customers will be able to review and fully evaluate all
services of the site, short of placing an order, without providing the Company
with any personal information. Anticipated customers will be able to immediately
begin to upload images upon entering the site.

The Company will be able to accept customer images in virtually any format
compatible with digital images, including jpegs (.jpg), bitmaps (.bmp), tiffs
(.tif), encapsulated post script (.eps) and more. The site will also interface
with any of the standard software packages provided with digital cameras or PCs.
In the event that a future customer's images have been created in another
format, they will the chance to be translated to an appropriate format with
standard utility software.

It is anticipated that the first step in ordering a print will be to choose a
specific image or images from one or more of the anticipated customer's uploaded
files. Our site is being intuitively designed to facilitate this process, where
users will be able to simply click on "Print" from the home page.

From there the future user will be brought to a list of files containing the
images that customer has previously uploaded. At this level, the customer will
be able to open files and view all of their photographs in an indexed format, or
see each image individually. Desired photos will be marked and stored in a
temporary shopping cart file until the review process is complete. Once all
appropriate images have been selected and reviewed, the customer will be able to
proceed to the next page where they will be able to provide details regarding
their order.
<PAGE>

Once the future customer is ready to place an order, they will be required to
register. This will be done online by completing a brief form, providing the
Company with authorized user names, address, email address and credit card
information. The customer will also be invited to provide more detailed
information, such as the type of camera and related products owned, in exchange
for a free reprint or other incentive. Once a complete form has been submitted,
the customer will be required to accept the site's terms and conditions then
select a password. The average customer should take less than five minutes to
complete the account activation process upon their initial visit.

When the customer has completed their order form, they will continue to the
Distribution Options. At this site, users will select their desired distribution
method (e.g., standard mail, overnight delivery or email) and provide any
alternative addresses if prints are to be sent to third parties. Once addresses
and dissemination preferences have been entered, they will be stored in the
customer's database and address book for future use.

Finally, anticipated customers will click the "Proceed to Checkout" button,
which will bring them to an invoice displaying all of the parameters of the
order, including a view of each image ordered, quantities and sizes of
reproduction, shipping or distribution method, recipients, and the total price
of the order. Following a final check of the order, customers will be required
to select a payment method and provide the information necessary to process
payment.

Upon submission and credit approval for an order, the system will forward the
customer's file to the processing center for fulfillment. At any time during the
process, the consumer will have the option to change or delete his order without
further inputs.

GENERAL CONTENT

In addition to serving as the primary interface to anticipated customer,
ConceptDigital.net will provide a community environment, offering visitors
advice regarding digital photography, cameras and related products. Inasmuch as
the Company does not intend to sell any merchandise through its site, management
believes that it will be able to offer future consumers valuable, impartial
information. We anticipate that the site will be designed to be both
entertaining and informative, and content will be changed regularly to promote
increased traffic to the site. We anticipate that initially, the site will
function as a transaction interface, however over time many features will be
added, including the following.

ARTICLES

It is anticipated that ConceptDigital.net will feature articles written to
inform digital camera users on a broad variety of topics such as photography
techniques, industry trends, accessory introductions, and "Ask the Expert".

BUYING GUIDE

The Company intends to host a digital camera buying guide on its website. The
Company will

<PAGE>

engage a professional writer to prepare the guide and update it periodically.
The Company believes this service will attract potential customers to
ConceptDigital.net and may also induce digital camera manufacturers and
retailers to advertise on the Company's website.

CUSTOMER SERVICE

It is anticipated that visitors will have round the clock on-line access to the
customer service department through the Company's FAQ section, which will be
updated regularly to reflect the inquiries of users. Customers will also be able
to contact the customer service department via email from the website.

WARRANTY REGISTRATION

It is anticipated that digital camera owners will be able to register their
cameras and other equipment through the Company's website. Although many
manufacturers enable customers to do so through their own site, the vast
majority of consumer do not register their electronics purchases, either on-
line or by mail. The Company believes that consumers will be more likely to
register at the ConceptDigital.net site, where they are already spending time,
as they will have access to valuable information as a result. The Company may
work with manufacturers to offer incentives, such as a free reprint, to
consumers that use the site to register. This information can then be shared
with the manufacturer for additional marketing purposes.

DIRECTORY OF PROFIT PARTNERS

As a part of its planned Profit Partner program, ConceptDigital.net expects to
feature the names, addresses and phone numbers of all future merchant partners
and companies. Future customers will be able to enter their zip code to screen
the database in order to find locations closest to them. The directory is also
being designed so that future customers will be able to search by product and
service offerings, and when possible, provide links to a dealer's website or
email addresses.

ADVERTISING AND RESOURCE LINKS

Concept Digital plans to sell advertising to a variety of camera and related
equipment manufacturers in addition to other e-tailers seeking to target its
customer base. Where desired, advertisers' sites will link to
ConceptDigital.net, enabling visitors to click-through to that site.

Longer term, the Company plans to provide links to resources it believes its
audience would be interested in, such as PHOTOGRAPHY magazine and the PMA. When
future visitors click through to another site, the Concept Digital site will
remain the "host" site until the user manually exits the page.

PROCESSING SYSTEMS

Concept Digital's primary activity will be the production of images from digital
feeds. Future customers will be able to upload selected images to the Company's
server where they will be stored in a file database, from which they can be
retrieved, modified and printed as often as desired. Using state-of-the-art
equipment, outsourced technicians will apply the silver-halide chemical process
used to process film-based photographic images.

<PAGE>

The Company plans to outsource its digital processing activities and is in the
process of identifying major digital processor facilities for this task. It is
anticipated that the future processing facilities will use state-of-the-art
digital processing systems that will produce consistent, high-quality
photographic prints and will be able to sustain round the clock production. Much
of the photofinishing and order handling process will be automated, however
trained personnel will operate the machinery and regularly monitor product
quality with the assistance of computerized control and measurement systems. The
photo finishing process will begin with the entry of each order into the
Company's future customer database, primarily using information provided by the
anticipated customer. Each order will receive a bar-coded identification number
that will enable the tracking of the order throughout the production process.
Once the files have been uploaded, each image will be computer analyzed and
color-corrected as warranted or instructed, then printed on photographic paper.
Shipping information will then be printed on labels and forwarded to the traffic
department to await completion of the order. After a visual quality inspection,
the orders will be packaged for delivery. Orders for which recipients will
provide e-mail addresses will be digitized and delivered through the Company's
ISP.

Photographs that will be developed by the Company are anticipated to be far
superior to those created with color PC laser or inkjet printers and
photographic paper. Furthermore, prints made with a desktop printer have limited
dye stability making them highly susceptible to degradation from UV light;
changes in the quality of print are detectable within approximately six months
of printing. It is anticipated that prints made by Concept Digital will have the
same longevity of a film-based photograph with an estimated life in excess of
100 years.

STANDARD REPRODUCTIONS

Using the information gathered during the future customer's registration and
order placing, the Company will provide a selection of printing alternatives
(i.e., Concept Digital anticipates printing an image to any size, however
depending on the number of pixels in the image, some images may not have
sufficient resolution when printed at larger sizes). The Company offers a
variety of print packages including the following:

         o Single image prints in a variety of sizes from 4" X 6" to 11" X 14" o
         Pre-printed frame templates in hundreds of designer patterns o Package
         prints (e.g. 4 copies of the same image on one sheet) o Multi-image
         package prints (e.g., up to 10 different images on a single sheet) o
         Passport photos o Photo business cards

Pricing for development will be dependant upon the size and complexity of the
process.

ACCESSORIES AND NOVELTIES

<PAGE>

The Company plans to offer an extensive array of accessory products and
novelties including frames and photo-personalized gifts ranging from mugs to
T-shirts to greeting cards. Pricing for these items is anticipated to be in the
$2.35 to $29.95 range.

ELECTRONIC GREETING CARDS

Concept Digital plans to develop an extensive library of electronic cards,
designer frame templates and email backgrounds that can be applied to a
customer's printout. Customers will be able to choose from an array of designs,
including birthdays, anniversaries, holidays and other standard occasions.
Customers will also be able to create customized cards with a personalized
greeting.

DISTRIBUTION

It is anticipated that completed orders will be shipped to the addresses
designated by the customer upon completion of the order. Standard distribution
will be United States Postal Service, First Class, however customers will have
the option of selecting priority or overnight delivery service for an extra
charge.

ON-LINE ADDRESS BOOK

It is anticipated that customers will be able to provide the Company with
multiple addresses for delivery of their photographs or other products. For
example, a customer might wish to order multiple copies of a Christmas card to
be mailed to list of family and friends. These names and addresses will then be
stored in the customer's file for future use.

IMAGE STORAGE AND MANAGEMENT

Concept Digital plans to offer its customers the ability to store and access
their images (even those that are not printed) on the Company's server at no
charge. Thus, a future customer that utilizes Concept Digital services
throughout the year could create a photo-calendar by searching their files and
selecting pictures for inclusion in the calendar. Customers will be invited to
archive their photos periodically at the Company's data center or on a CD-ROM
for home storage.

ACCOUNT MANAGEMENT

Concept Digital plans to offer customers a database management tool which will
enable them to manage all aspects of the electronic distribution of their
library. Using these tools, a customer will be able to enter addresses, calendar
reminders, etc. The site will also enable the customer to keep track of pending
and completed orders with the Company.

MARKETING AND ROLL OUT STRATEGY

Concept Digital is in the process of developing a rollout strategy. We
anticipate that it will enable the Company to penetrate the market and over
time, establish a leadership position in the online processing of digital
images. This strategy comprises the following steps.

<PAGE>

         O        INTRODUCE PRODUCTS AND SERVICES TO INDUSTRY PARTICIPANTS
         O        ESTABLISH PROFIT PARTNER DEALER NETWORK
         O        IMPLEMENT AGGRESSIVE SALES AND MARKETING CAMPAIGNS

INTRODUCE PRODUCTS AND SERVICES TO INDUSTRY PARTICIPANTS

The Company expects to utilize a variety of tools to present the Concept Digital
website and services to potential Profit Partners, however management believes
it will have broadest access to its target audience at industry trade shows. A
leading industry event, the PMA 2000 was attended by approximately 31,000
registrants including photo/video retailers, mass merchandisers, photo
processors, digital imagers, specialty lab owners, retail finishers, studio
labs, school photographer labs, in-house, commercial, industrial, and wedding
labs and photo equipment repair technicians, in addition to press and media
representatives. We anticipate signing up vendors for the Profit Partner program
at these types of shows. Management believes that trade shows and other industry
events provide it with the ideal environment to feature the product. Other shows
the Company plans to attend include COMDEX, CES, and Photokina.

ESTABLISH PROFIT PARTNER DEALER NETWORK

Concept Digital plans to create an affiliate program designed to attract vendors
from around the country to assist in the marketing of its products and services.
We anticipate that these retailers and e-tailers, in exchange for a recurring
commission, will hand out or deliver at point of purchase, a ConceptDigital.com
free offer coupon to the digital camera buyer. The retailer's Profit Partner
code will be embedded in the coupon. When the consumer sets up an account on the
site to redeem the free offer coupon, they will be assigned in the database to
the Profit Partner that referred them. From that point on the Profit Partner
will receive a preset commission on any purchases that consumer makes. We
believe that this highly targeted marketing approach should yield much greater,
more cost effective results than an aggressive advertising campaign.

Profit Partners are expected to come from the following sectors:

INDEPENDENT PHOTOGRAPHY SHOPS

There are an estimated 5,000 independent photography shops throughout the
country and they continue to lose market share. This sector is increasingly
faced with competition from three sources; two national photography chains, Ritz
Camera Centers and Wolf Camera; mass merchandisers such as Wal-Mart and K-mart,
as well as Internet vendors. The changing face of the market is forcing
specialty shops to cut their margins or risk losing business.

EQUIPMENT MANUFACTURERS

The Company will seek to establish affiliations with digital camera
manufacturers. ConceptDigital.com will not sell any merchandise or services
other than its own from the site, however it will provide links to the sites of
Profit Partner manufacturers. Profit Partner manufacturers will feature
ConceptDigital.com by including the logo on packaging, coupon inserts with their
products or through mention in users' manuals or newsletters.

<PAGE>

E-TAILERS

It is anticipated that the Company's Profit Partner program will also allow
other web sites to place the Concept Digital.com interface on their pages in the
form of icon box or banner. The Company plans to place links on high traffic,
high profile web sites and will seek to secure "top of the mind" placement on
all major search engines.

RELATED VENDORS

The Company will seek to establish relationships with appropriate related
vendors such as event photographers and frame manufacturers. Through these
relationships, we anticipate vendors will offer the services of Concept Digital
as an added value to their customers. For example, wedding guests will be able
to view the photographer's proofs in order to select and order their own set of
photographs; frame buyers might get a discounted reproduction with the purchase
of multiple frames.

We anticipate that the Company's Profit Partner program will provide
participants with significant benefits as discussed below:

COMPETITIVE EDGE

We anticipate that the Concept Digital.com program will enable Profit Partners
to provide their customers with a unique and value-added service which will
positively differentiate them from their competitors.

ADDITIONAL INCOME

It is anticipated that Profit Partners will be provided with a recurring
commission in exchange for encouraging their customers to visit the Concept
Digital.com website. This program will provide Profit Partners with a stream of
income that would otherwise not be generated, and at no cost to them. Vendors
will receive a fee on any transactions conducted by a referral throughout the
term of their association with the Company. The Company will track all revenues
and will forward Profit Partners checks on a quarterly basis.

SUPPLEMENTAL MARKETING

It is anticipated that Retailers will be provided with Concept Digital signage
for their shops and will be provided coupons to offer digital camera customers
in conjunction with other transactions. Concept Digital will conduct several
marketing activities on behalf of its Profit Partner in addition to providing
inclusion in the Company's on-line Profit Partner directory and links to the
vendors' website.

IMPLEMENT AGGRESSIVE SALES AND MARKETING CAMPAIGNS

The Company's promotional plan includes a combination of online and traditional
programs. The Internet-based marketing includes advertising, multiple search
engine listings and Profit Partner programs.

<PAGE>

In order to establish the Concept Digital brand name, the Company believes it
will also necessary to promote its future products and services through
traditional media. The Company plans to work with an advertising firm
specializing in e-commerce to create and implement an advertising campaign. It
is anticipated that this campaign will utilize several media, initially
including radio, outdoor and print. The message will be designed to promote
Concept Digital.com as the leading provider of digital image processing services
and will target the amateur photographer.

As the Company begins to build its customer and Profit Partner databases in the
future, it expects to leverage the benefits of direct e-mail marketing to the
benefit of both parties. (According to Forrester Research, opt-in e-mail
campaigns average a response rate of 18% as compared to an average click-through
rate of .65% for banner ads.) Concept Digital will work with its Profit Partners
to create marketing campaigns which will generate business for the Company, and
in turn, the Profit Partner. For example, an independent retail photo shop would
be able to send a customized coupon via email to all its recent purchasers of a
digital camera, or, a wedding photographer might provide a coupon to a married
couple offering them a free portrait for every ten reproductions that guests
order through the site while they are on their honeymoon. These programs will
reinforce the connection between the customer and their local vendor, in
addition to promoting a visit to the ConceptDigital.com site.

COMPETITION

While there are few companies that compete directly with Concept Digital, the
Company anticipates competing indirectly with a variety of sources as described
below.

PROCESSING OF TRADITIONAL FILM TO DIGITAL IMAGES

Kodak and America Online, Inc. ("AOL") have recently announced a joint venture
called "You've Got Pictures" which gives a consumer the ability to develop
non-digital film and receive prints as well as digital images of the photo via
e-mail or on disk for viewing on a personal computer. The customer may also
order reprints, gifts and other items. In June 1999, Kodak began offering a
service called "Picture CD". For approximately $10 a roll, consumers can get
images from 35mm film loaded onto a compact disk. Over the past two years, the
company has also installed 19,000 Picture Maker kiosks at retail stores
worldwide that print pictures from both digital and traditional film on
non-photographic papers. These devices accept negatives, CDs, or digital-camera
memory cards and let users edit images and make prints using a dye sublimation
printing technology.

Wal-Mart Stores Inc. and Fuji have also announced an Internet-based photo center
to compete with Kodak and AOL.

SPECIALTY RETAIL SHOPS AND MASS MERCHANDISERS

RITZ CAMERA CENTERS is the United States' largest photo-specialty chain with
more than 1,000 stores in 47 states and the District of Columbia that provide
one-hour photo finishing, digital imaging, and other services.

<PAGE>

WOLF CAMERA operates one-hour photo labs at each of its 750-plus stores. Film
processing and related services make up a third of Wolf Camera's business.
Located in 34 states, its stores sell cameras, camcorders, film and accessories
and feature Kodak do-it-yourself enlargement centers where customers make
digital-quality reprints from photos or computer files. Wolf's also offers
digital imaging services, including alteration, restoration, and transferring
customers' photos to floppy disks.

PICTUREWORKS (formerly Seattle FilmWorks) markets 35mm film, photo processing,
photofinishing services and products, and a variety of digital photo services,
including "PhotoMail" (digital-photo delivery to the customer via the Internet)
and "Pictures On Disk" (digitized photos on a disk or CD). It markets primarily
on a mail-order basis and through about 40 retail stores in Oregon and
Washington. Pictureworks has recently added digital imaging technology in order
to compete with faster in-store retail processors.

Most mass merchandisers and drug store chains provide customers with developing
services. Some offer on-site capabilities, others send the work out to
independent processors. However, these services, like Kodak's Picture Maker and
Pictureworks require the consumer bring their film to a remote facility for
processing before they can take advantage of the services.

WEB DEVELOPERS

There are several websites that offer consumers products and services similar to
the Company's, including Photoloft.com, ofoto.com, Zing.com, Fujinet.com,
infusionphoto.com, Photonet.com, Photoaccess.com, pix.com, and shutterfly.com,
which recently announced an alliance to help build Yahoo's photography
destination within its Web network.

Like the Company, all of these sites are also in the early stages of
development. To management's knowledge, the majority of these sites are passive
with regard to transaction generation and anticipate a large percentage of their
revenue will come from banner advertising.

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 April 12, 2001, there were 63 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. FINANCIAL STATEMENTS

The financial statements of the Company, together with the report of auditors,
are included in this report after the signature pages.

                             I-ANTIQUEAUCTION.COM.
                         (A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS 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-ANTIQUEAUCTION.COM.

                          (A DEVELOPMENT STAGE ENTITY)

                               TABLE OF CONTENTS


INDEPENDENT AUDITORS' REPORT                         1

Balance Sheets                                       2

Statements of Operations                             3

Statements of Stockholders' Equity (Deficit)         4

Statements of Cash Flows                            5-6

Notes to Financial Statements                      7-13

<PAGE>

                          INDEPENDENT AUDITORS REPORT

To the Stockholders and
Board of Directors
I-antiqueauction.com.
(A Development Stage Company)
Miami, Florida

We have audited the accompanying balance sheets of I-antiqueauction.com. (a
development stage company) as of December 31, 2000 and the related statements of
operations, changes in stockholders' equity and cash flows for years 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-antiqueauction.com. as of December 31, 1999 were audited by other auditors who
report dated September 18, 2000, expressed on 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-antiqueauction.com. 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

March 24, 2001


                                       F-1
<PAGE>

I-ANTIQUEAUCTION.COM.
(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
                                                 DECEMBER 31, 2000     DECEMBER 31, 1999
                                                 ------------------    -----------------
<S>                                                         <C>          <C>
CURRENT ASSETS:

         Cash                                               $  1,242    $      0
                                                            --------    --------
                  Total current assets                         1,242           0

TOTAL ASSETS                                                $  1,242    $      0
                                                            ========    ========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

         Accounts payable and accrued expenses               $58,187     $ 3,500
         Note payable-related party                            5,000           0
                                                            --------    --------
         Total current liabilities                            63,187       3,500

STOCKHOLDERS' 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   (62,045)     (3,600)
                                                            --------    --------
           Total stockholders' equity                       (61,945)     (3,500)
                                                            --------    --------

           TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $ 1,242      $     0
                                                            ========    ========
</TABLE>

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

                                       F-2
<PAGE>

I-ANTIQUEAUCTION.COM.
(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                                                    5,500           2,500                    8,000
         Bank charges                                                     30               0                       30
         On-line services                                                 75               0                       75
         Domain names                                                 50,000               0                   50,000
         Legal fees                                                    2,339           1,000                    3,339
         Corporate fees                                                  377               0                      377
         Office general                                                   41               0                       41
                                                                    --------        --------                 --------

TOTAL DEVELOPMENT STAGE EXPENSES                                      58,362           3,600                   61,962
                                                                    --------        --------                 --------

         LOSS FROM OPERATION                                      $ (58,362)         (3,600)           $    $(61,962)
                                                                    ========        ========                 ========

         INTEREST EXPENSE                                               (83)               0                     (83)

         NET LOSS                                                   (58,445)         (3,600)                $(62,045)
                                                                    ========        ========                 ========

LOSS PER COMMON SHARE
         Basic                                                    $ (0.0058)     $  (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.

                                       F-3
<PAGE>


I-ANTIQUEAUCTION.COM.
(A DEVELOPMENT STAGE COMPANY)

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

                                                                                                        DEFICIT
                                                                                                      ACCUMULATED
                                                                  COMMON STOCK          ADDITIONAL    DURING THE
                                                                  ------------           PAID-IN     DEVELOPMENT
                                                             SHARES          AMOUNT      CAPITAL        STAGE          TOTAL
                                                             -------         -------     --------       ------         -----
<S>                                                         <C>          <C>          <C>           <C>           <C>
Balance, December 23, 1999 (inception)                               0   $        0   $        0    $        0    $        0

Common stock issued to related parties for
  management services                                       10,000,000        1,000         (900)            0           100
                                                            ----------   ----------   ----------    ----------    ----------

Loss during development stage for the period December 23,
1999 (inception) through December 31, 1999                           0            0            0        (3,600)       (3,600)
                                                            ----------        -----         ----       -------       -------

Balance, December 31, 1999                                  10,000,000        1,000         (900)       (3,600)     ()3,500)

Loss during development statge for the year
ended December 31, 2000                                              0            0            0       (58,445)      (58,445)
                                                            ----------        -----         ----       -------       -------
Balance, December 31, 2000                                  10,000,000        1,000         (900)      (62,045)      (61,945)
                                                            ==========        =====         ====       =======       =======
</TABLE>

                                       F-4
<PAGE>

I-ANTIQUEAUCTION.COM.
(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
                                                                ----          ----
<S>                                                            <C>         <C>         <C>
OPERATING ACTIVITES

DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE               $(58,445)   $ (3,600)   $(62,045)

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED BY
OPERATIONS

AMORTIZATION                                                          0         100         100
INCREASE (DECREASE) IN ACCOUNTS PAYABLE AND ACCRUED EXPENSES     54,687       3,500      58,187
                                                                 ------       -----      ------

     NET CASH USED BY OPERATING ACTIVITIES                       (3,758)          0      (3,758)
                                                                 ------       -----      ------

INVESTING ACTIVITIES:

     NET CASH USED FOR INVESTING ACTIVITIES                           0           0           0
                                                                 ------       -----      ------

FINANCING ACTIVITIES

     PROCEED FROM SHORT TERM BORROWINGS-NET                       5,000           0       5,000
                                                                 ------       -----      ------

      NET CASH USED FOR FINANCING ACTIVITIES                      5,000           0       5,000
                                                                 ------       -----      ------

      INCREASE (DECREASE) IN CASH                                 1,242           0       1,242
                                                                 ------       -----      ------
      CASH, BEGINNING OF YEAR                                         0           0           0
                                                                 ------       -----      ------
      CASH, END OF YEAR                                        $  1,242    $      0    $  1,242
                                                               ========    ========    ========
</TABLE>

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

                                       F-5
<PAGE>

I-ANTIQUEAUCTION.COM.
(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:

         During the period ended December 31, 1999, the Company issued 100,000
         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).

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

                                       F-6


<PAGE>

I-ANTIQUEAUCTION.COM
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

1.   ORGANIZATION

     I-antiqueauction.com ("the COmpany"( 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. The Company is a development stage company and has had
     limited activity.

2.   SUMMARY OF SUGNIFICANT ACCOUNTING POLICIES

     USE OF ESTIMATE

     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 EQUIVALNETS

     For purpoases 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.

                                       F-7

<PAGE>

I-ANTIQUEAUCTION.COM
(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.

                                      F-8
<PAGE>

I-ANTIQUEAUCTION.COM
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

     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.

         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.

                                      F-9
<PAGE>

I-ANTIQUEAUCTION.COM
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

     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 62,045. 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.

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 $62,045 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.

                                      F-10
<PAGE>

I-ANTIQUEAUCTION.COM
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

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                   $ 24,508    $  1,422
Valuation allowance
                                      (24,508)     (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
                  U.S. statutory tax rate              34%
                  State and local taxes                5.5
                  Valuation allowance               (39.5)
                                                     -----

                  Effective rate                       - %
                                              ============

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                                 $        3,959           $       0
        Accrued expenses                                          4,000               3,500
        Due to related parties                                   50,145                   0
        Accrued interest                                             83                   0
                                                            -----------          ----------

        Total accounts payable accrued expenses          $       58,187           $   3,500
                                                         ==============           =========
</TABLE>

                                      F-11

I-ANTIQUEAUCTION.COM
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

7.   STOCKHOLDERS' 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 $145 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 two domain names,
I-AntiqueAuction.com and I-AntiqueAuction.net, for $50,000.

     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.

                                      F-12
<PAGE>

I-ANTIQUEAUCTION.COM
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

9.   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 $5,445.00 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 June 2001.

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 and 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.

                                      F-13

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

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-Antiqueauction.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 out business
development expenses.

Operating expenses since inception have amounted to $62,045, primarily
consisting of accounting ($8,000), legal ($3,339), and the expense in retaining
their domain name ($50,000). The accounting and legal expenses were in
connection with the Company's annual and quarterly regulatory filings. The
domain expense is in connection with fees paid to purchase the web address.

YEAR ENDED DECEMBER 31, 2000 AND DECEMBER 31, 1999

Development stage expenses during the year ended December 31, 2000 were $58,445
as compared to $3,600 for the period ended December 31, 1999.

Expenses for the year ended December 31, 2000 were primarily professional fees
($7,839) in connection with quarterly regulatory filings and fees in connection
with the purchase of a domain name ($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.

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 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements of the Company, together with the report of auditor's
are included in this report under Item 6 herein.

ITEM 9. 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.

<PAGE>

                                    PART III

ITEM 10. 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 April 12,
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-AntiqueAuction.com, Inc., 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.

CERTAIN LEGAL PROCEEDINGS

No director, nominee for director, or executive officer of the Company has
appeared as a party in

<PAGE>

any legal proceeding material to an evaluation of his ability or integrity
during the past five years.

ITEM 11. 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 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of April 12, 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>

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.

<PAGE>

ITEM 13. 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-AntiqueAuction, 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 14. 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
     immediately following the signature pages of this report.

2.   Financial statement schedules; see index to financial statements and
     schedules immediately following the signature pages of this report.

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(i)      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 (SEC File No. 000-32029).

(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-ANTIQUEAUCTION.COM, INC.

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

Dated:     April 12, 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.

NAME                       TITLE                            DATE
----                       -----                            ----
/s/ Jamee Kalimi           President and Director           April  12, 2001