U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                               Amendment No. 2 to
                                   Form 10-QSB

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

                For the quarterly period ended December 31, 2000.

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

                       For the transition period from to

                        Commission file number 000-30291

                               Hipstyle.com, Inc.
                      (Exact name of small business issuer
                          as specified in its charter)

                                    Florida
                        (State or other jurisdiction of
                         incorporation or organization)


                                   65-0928369
                        (IRS Employer Identification No.)

                1221 Brickell Avenue, Suite 900, Miami, FL 33131
                    (Address of principal executive offices)

                                 (305) 539-0900
                           (Issuer's telephone number)

                                 Not Applicable

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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes No

         APPLICABLE ONLY TO CORPORATE ISSUERS Transitional Small Business
Disclosure Format (Check one):

                    Yes        No

The number of shares of common stock $.001 par value, of the Registrant issued
and outstanding as of March 22, 2001 was 4,600,000.


                                       1
<PAGE>

                               HIPSTYLE.COM, INC.

                                   FORM 10QSB

                         PERIOD ENDED DECEMBER 31, 2000

PART 1

ITEM 1.     FINANCIAL STATEMENTS - HIPSTYLE.COM, INC.
            (A DEVELOPMENT STAGE
            COMPANY) FOR THE SIX MONTHS ENDED -
            DECEMBER 31, 2000

                               HIPSTYLE.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

                   FOR THE SIX MONTHS ENDED DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                HIPSTYLE.COM, INC.
                           (A DEVELOPMENT STAGE ENTITY)

                               TABLE OF CONTENTS
<S>                                                              <C>
                                                                  Page
                                                                  ----
BALANCE SHEETS

STATEMENTS OF OPERATIONS                                          2

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)           3 - 4

STATEMENTS OF CASH FLOWS                                          5 - 6

NOTES TO FINANCIAL STATEMENTS                                     7 - 19
</TABLE>

<TABLE>
<CAPTION>
                                  HIPSTYLE.COM, INC.
                            (A DEVELOPMENT STAGE COMPANY)

                                 BALANCE SHEETS

ASSETS                                           December 31, 2000
                                                   (Unaudited)        June 30, 2000
                                                   -----------        -------------
<S>                                             <C>                 <C>
CURRENT ASSETS:

Cash                                            $    18,736          $        55
Prepaid expenses                                      2,000                    0
                                              ---------------------------------------
          Total Current assets                       20,736                   55

WEBSITE, net of accumulated amortization
 $450                                                     0               26,685
                                              ---------------------------------------
TOTAL ASSETS                                    $    20,736          $    26,740
                                              =======================================

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

    Accounts payable & accrued expenses         $    14,242          $    73,137
                                              ---------------------------------------
     Total Current liabilities                       14,242               73,137

STOCKHOLDERS' EQUITY (DEFICIT):

     Common Stock, par value $.0001 per share;
      100,000,000 shares authorized;
      4,600,000 and 4,050,000 shares issued and
     outstanding respectively                           460                  405
     Additional paid-in capital                     119,740                9,795
     Deficit accumulated during the
      development stage                            (113,706)             (56,597)
                                             ---------------------------------------
       Total Stockholders' equity                     6,494              (46,397)
                                             ---------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS'
 EQUITY (DEFICIT)                               $    20,736          $     26,740
                                             =======================================
</TABLE>

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

                                       2
<PAGE>

<TABLE>
<CAPTION>
                               HIPSTYLE.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF OPERATIONS

                                FOR THE THREE       FOR THE SIX MONTH     FROM THE PERIOD
                                MONTH PERIOD            ENDED             JUNE 22, 1999
                                DECEMBER 31,          DECEMBER 31,     (DATE OF INCEPTION)
                              2000         1999     2000       1999   TO DECEMBER 31, 2000
                            --------------------------------------------------------------
<S>                         <C>         <C>       <C>            <C>        <C>
DEVELOPMENT STAGE REVENUES    $     0     $     0  $      0    $            $
                            --------------------------------------------------------------
DEVELOPMENT STAGE EXPENSES:
     Accounting fees            4,000           0     8,000              0         21,000
     Amortization                   0           0     1,357              0          1,807
     Bank charges                   0          45        90             45            235
     Consulting fees                0           0         0              0         10,200
     Dues & subscriptions           0           0        55              0            293
     Licenses and taxes           444           0       444            488          1,369
     Office expenses            6,315           0    12,315              0         12,315
     Postage                       98           0       179              0            179
     Legal and professional
      fees                      6,697       3,880     7,435          3,880         11,916
     Research and development       0           0    25,328              0         52,485
     On-Line services             135           0       225              0            225
     Travel                     1,401           0     1,681              0          1,682
                           ---------------------------------------------------------------
TOTAL DEVELOPMENT STAGE
 EXPENSES                      19,090       3,925    57,109          4,413        113,706

LOSS FOR THE PERIOD           (19,090)     (3,925)  (57,109)        (4,413)     (113,706)
                           ===============================================================
NET LOSS PER COMMON SHARE
 Basic & Diluted           $  (0.0042) $  (0.0010) $(0.0126)   $   (0.0011)
                           ===============================================================
Weighted-average common
 share outstanding          4,600,000   4,000,000 4,530,245      4,000,000
                          ================================================
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                       3
<PAGE>

                               HIPSTYLE.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

             STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

       FOR THE PERIOD JUNE 22, 1999 (INCEPTION) THROUGH DECEMBER 31, 2000
<TABLE>
<CAPTION>
                                                                 DEFICIT
                                                                 ACCUMULATED
                                                  ADDITIONAL     DURING THE
                           COMMON STOCK            PAID-IN       DEVELOPMENT
                      SHARES         AMOUNT        CAPITAL       STAGE           TOTAL
                     ------------------------------------------------------------------
<S>                <C>                   <C>          <C>             <C>              <C>
Balance,
June 22, 1999
(inception)                  0       $     0       $     0         $     0       $     0

Restricted common stock
issued to related
parties for
consulting fees     4,000,000            400          (200)              0           200

Deficit accumulated
during development
stage for the period
June 22, 1999
(inception) through
June 30, 1999              0               0             0            (200)         (200)
                     ------------------------------------------------------------------
Balance,
 June 30, 1999     4,000,000             400          (200)           (200)            0
</TABLE>

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


                                       4
<PAGE>

                               HIPSTYLE.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

             STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

   FOR THE PERIOD JUNE 22, 1999 (INCEPTION) THROUGH DECEMBER 31, 2000 CONT'D)
<TABLE>
<CAPTION>
                                                                 DEFICIT
                                                                 ACCUMULATED
                                                  ADDITIONAL     DURING THE
                           COMMON STOCK            PAID-IN       DEVELOPMENT
                      SHARES         AMOUNT        CAPITAL       STAGE           TOTAL
                     ------------------------------------------------------------------
<S>                <C>                 <C>          <C>          <C>           <C>
Balance,
 June 30, 1999     4,000,000        $  400       $   (200)       $  (200)       $    0

Restricted common stock
issued to related
party for
consulting services   50,000             5          9,995              0        10,000

Deficit accumulated
during development
stage for the year
ended June 30, 2000        0             0              0        (56,397)      (56,397)
                     -------------------------------------------------------------------
Balance,
 June 30, 2000     4,050,000           405          9,795        (56,597)      (46,397)

Common stock issued
 to third parties
 in private
 offering            550,000            55        109,945              0       110,000

Deficit accumulated
 during development
 stage for the six
 months ended
 December 31, 2000         0             0              0        (57,109)      (57,109)
                  ---------------------------------------------------------------------
Balance,
December 31, 2000  4,600,000    $      460      $ 119,740      $(113,706)    $    6,494
                  =====================================================================
</TABLE>

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


                                       5
<PAGE>
                               HIPSTYLE.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                               FOR THE PERIOD
                                         SIX MONTHS ENDED       JUNE 22, 1999
                                          DECEMBER 31,        (INCEPTION) TO
                                         2000         1999     DECEMBER 31, 2000
                                      ------------------------------------------
<S>                                 <C>            <C>           <C>
OPERATING ACTIVITIES:
Net loss                              $ (57,109)  $  (4,413)    $   (113,706)
Amortization                              1,357           0                 0
Write off of website                     25,328           0                 0
Adjustments to reconcile net loss
 to net cash used by operations:
Stock based expense                           0           0            10,200
Changes in assets and liabilities:
(Increase) Decrease in
 prepaid expenses                        (2,000)          0           (2,000)
Increase (Decrease) in
 accounts payable and
 Accrued expenses                       (56,907)      3,500           13,742
                                      -----------------------------------------
Net Cash Used by Operating Activities   (89,331)       (913)         (91,764)
                                      ------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:

Net Cash provided by Investing Activities     0           0                0
                                      ------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuance
 of common stock                             55           0               55
Proceeds from Additional
 Paid in Capital                        109,945           0          109,945
Loans from shareholders                  (1,988)        988              500
                                      ------------------------------------------
Net Cash Provided By
 Financing Activities                   108,012           0          110,500
                                      ------------------------------------------
Increase (decrease) in cash              18,681          75           18,736
                                      ------------------------------------------
Cash, Beginning of quarter                   55           0                0
                                      ------------------------------------------
Cash, End of quarter                $    18,736    $     75      $    18,736
                                      ==========================================
</TABLE>

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


                                       6
<PAGE>


                               HIPSTYLE.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                             STATEMENT OF CASH FLOWS

               SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

During the six-month periods ended December 31, 2000 and 1999, and for the
cumulative period June 22, 1999 (inception) through December 31, 2000, the
Company did not pay or accrue any interest or taxes.

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING
ACTIVIITES

     The Company entered into the following non-cash transactions:

On June 22, 1999 (inception) the Company issued 4,000,000 post-split (see note
6) restricted shares of common stock in consideration for consulting services
provided by Intelilabs.com, Inc. formerly known as Quentin Road Productions,
Inc., the founder of the Company (see note 1). This transaction was valued at
$200.

On May 30, 2000 the Company issued 50,000 restricted shares of the Company's
common stock in exchange for consulting services to the Vice President of the
Company. This transaction was valued at $10,000 (see note 6).

On September 30, 2000 the COmpany decided to write off the capitalized portion
of the website. (See note 4). The assets' net value at the time of impairment
was $25,328.

                                       7
<PAGE>

                                HIPSTYLE.COM, INC
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2000

NOTE 1 -     NATURE OF ORGANIZATION AND SUMMARY OF
             SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

ORGANIZATION

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

     Hipstyle.com, Inc. ("the Company") was incorporated on June 22, 1999 under
the laws of the State of Florida and is licensed to do business in the state of
New York. The Company is in the process of designing a website dedicated to
bringing together designers of high fashion and beauty products with a targeted
client base. The Company's goal is to provide links to established e-commerce
and catalog retail sites featuring designer apparel and accessories, as well as
fashion related services and content to its viewers. Some of these include: a
search engine, fashion news, chat and e-mail response, research tools, video
runways and interviews, sale and special event postings, major fashion magazine
archives, and vintage resources. Revenue will be generated primarily though
charging a click through rate for each link, revenue sharing on purchases made
at partner e- commerce sites, advertising sales and auction commissions.

     To accomplish its goal as a fashion infomediary over time, viewers will be
offered an exclusive membership in the Company that will give them special
access and privileges. In return viewers will be asked to fill out some personal
information that will be aggregated into a database and used to attract future
partners and advertisers.

     The Company was a wholly owned subsidiary of Intellilabs.com, Inc.
("Intellilabs"), formerly known as Quentin Road productions, Inc., a publicly
trade company listed on the OTC Electronic Bulletin Board (OTCBB:QRPI) from
inception until March 1, 2000. It was spun-off by Intellilabs on March 1, 2000.
Upon such spin-off, shareholders of Intellilabs received 1.31 shares of the
Company for each share of Intellilabs owned as of March 1, 2000. As a result of
the spin-off, Atlas Equity Group, Inc., a related party, beneficial owner of
which is Michael D. Farkas, became a majority shareholder in the company owning
approximately 57% of the outstanding shares. Its principal office is located at
1221 Brickell Avenue, Suite 900, Miami, FL 33131.


                                       8
<PAGE>

                                HIPSTYLE.COM, INC

                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2000

NOTE 1 -      NATURE OF ORGANIZATIONS AND SUMMARY OF
              SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
------------------------------------------------------

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 stockholders 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 Atlas Equity Group, Inc., a related party, in which Michael D.
Farkas is a beneficial owner, believes that its control is temporary. Therefore,
management believes that separate financial statements are appropriate and
properly reflect the Company's current operating results.

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. 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.

INTANGIBLE ASSET - WEBSITE
--------------------------

     Website costs have been capitalized pursuant to EITE 00-2. The website is
being amortized on the straight-line basis over a period of 60 months. The
planning and maintenance costs associated with the website have been expensed as
incurred (see note 4).

                                       9
<PAGE>

                                HIPSTYLE.COM, INC

                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2000

INTANGIBLE ASSET - WEBSITE (CONT'D)
------------------------------------

     The Company reviews assets for impairment whenever events or changes in
circumstances indicate the carrying value of the asset may not be recoverable. A
determination of impairment, if any, is made based on estimates of undiscounted
future cash flows. For the six month period ended December 31, 2000 and year
ended June 30, 2000, there have been no asset impairments.

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.

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
because the deferred tax allowance offsets deferred tax assets in their
entirety.

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 base compensation that are entered into
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. As of December 31, 2000 the Company has not issued
any warrants or options.


                                       10
<PAGE>

                               HIPSTYLE.COM, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS

                               DECEMBER 31, 2000

NOTE 1 -     NATURE OF ORGANIZATION AND SUMMARY OF
             SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
-----------------------------------------------------

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 losses for all periods, and
since there are no convertible instruments, basic loss per share and diluted
loss per share are the same.

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.

SEGMENTS
---------

     The Company has adopted the provisions of SFAS No. 131, Disclosures about
Segments of an Enterprise and Related Information. SFAS No. 131 establishes
standards for companies to report information about operating segments in annual
financial statements. It also establishes standards for related disclosures
about products and services, geographic areas and major customers. Since the
Company did not have any revenues and or segments during the periods ended
December 31, 2000 and June 30, 2000 the provisions of SFAS No. 131 does not have
a material effect on these financial statements.


                                       11
<PAGE>

                               HIPSTYLE.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2000

NOTE 2 -     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 financial
statements and to 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 has no material effect on the Company's
financial statements because it has no elements of comprehensive income other
than net operating losses.

     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.


                                       12
<PAGE>

                               HIPSTYLE.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2000

NOTE 2 -      RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
             (CONT'D)
-------------------------------------------------------

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.

     On December 3, 1999 the Securities and Exchange Commission ("SEC") staff
issued Staff Accounting Bulletin No. 101 (SAB 101) "Revenue Recognition in
Financial Statements" which reflects the basic principles of revenue recognition
in existing generally accepted accounting principles. SAB 101 discusses such
revenue recognition issues as (1) Transfer of Title, (2) Substantial Performance
and Acceptance, (3) Nonrefundable Payments, (4) Accounting for Certain Costs of
Revenues, (5) Refundable Fees for Services, (6) Estimates and Change in
Estimates, (7) Fixed or Determinable Fees and, (8) Implementing the Guidance on
SAB 101 because the Company has not realized any revenues and is in the
development stage, management does not believe that SAB 101 has a material
effect on the financial statements.

     In January 2000, the Emerging Issues Task Force issued EITF 99-17
"Accounting for Advertising Barter Transactions" establishes accounting and
reporting requirements for such transactions. Generally, the Task Force reached
a consensus that revenue and expenses from an advertising barter transaction
should be recognized at fair value of the advertising surrendered. Although the
Company is currently seeking these kinds of barter arrangements, it is still in
the development stage and has not yet commenced operations. As a result,
management does not believe that EITF 99-17 has a material effect on the
financial statements.


                               HIPSTYLE.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2000

NOTE 2 -     RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
            (CONT'D)
------------------------------------------------------

     On March 16, 2000 the Emerging Issues Task Force issued EITF 99-19
"Recording Revenue as a Principal versus Net as an Agent" which addresses the
issue of how and when revenues should be recognized on a Gross or Net method as
the title implies. How revenues are recognized have become increasingly
important because some investors may value companies that primarily sell
products on the Internet based on a multiple of revenues rather than a multiple
of gross profits or earnings. The emerging Issues Task Force has not reached a
consensus but sites SEC Staff Accounting Bulletin 101.

     The SEC considers the following factors:

1.     Does the Company act as a principal in the
       transaction?
2.     Does the Company take title to the product?
3.     Does the Company assume the risk of ownership?
4.     Does the Company act as an agent or a broker?

On March 16, 2000 the Emerging Issues Task Force issued EITF 00-2 "Accounting
for Web Site Development Costs" which establishes accounting and reporting
requirements for website development costs including those costs associated with
planning, developing and operating a website. Generally, costs associated with
planning and operating a website should be expensed while those costs associated
in developing should be capitalized (see note 4).

On July 20, 2000 the Emerging Issues Task Force issued EITF 00-14 "Accounting
For Certain Sales Incentives" which establishes accounting and reporting
requirements for sales incentives such as discounts, coupons, rebates and free
products or services. Generally, reductions in or refunds of a selling price
should be classified as a reduction in revenue. For SEC registrants the
implementation date is the beginning of the fourth quarter after the
registrant's fiscal year end December 15, 1999. Management does not believe that
EITF 00-14 will have a material effect on the financial statements.

Management anticipates generating revenues by entering into strategic
partnerships and/or acquisitions of other electronic shopping sites, developing
and selling there own products and licensing agreements of various types, click
through fees, revenue sharing from sales, advertising sales and auction fees.
Since the Company has not generated any revenues to date, management will
evaluate its revenue sources when realized and apply SAB 101 and EITF 99-19
accordingly.


                               HIPSTYLE.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2000

NOTE 2 -     RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
            (CONT'D)
------------------------------------------------------

     In March, 2000 the FASB issued Interpretation No. 44, "Accounting for
Certain Transactions Involving Stock Compensation, Interpretation of APB Opinion
No. 25." Interpretation No. 44 clarifies the application of Accounting Principle
Board Opinion No. 25 to certain issues including: (1) the definition of employee
for purposes of applying APB No. 25, (2) the criteria for determining whether a
plan qualifies as a non-compensatory plan, (3) the accounting consequences of
various modifications to the terms of a previously fixed stock option or award,
and (4) the accounting for an exchange of stock compensation awards in business
combinations. Management adopted the application of the fair value method under
FASB Statement 123 and, therefore, this Interpretation does not have a material
effect on the financial statements.

NOTE 3 -     DEVELOPMENT STAGE OPERATIONS AND GOING CONCERN
             MATTERS

     The Company's initial activities have been devoted to developing a business
plan, negotiating contracts and raising capital for future operations and
administrative functions.

     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 June 22, 1999 (inception) to December
31, 2000, were $89,735. The Company's cash flow requirements have been met by
contributions of capital and accounts payable.

The possibility exists that these sources of financing will not 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 Company intends to meet its long-term liquidity needs through available cash
as well as through additional financing from outside sources. Management
believes that the existing working capital in combination with additional
paid-in capital will be sufficient to fund operations at least through July 1,
2001 (see note 7).

     The financial statements do not include any adjustments relating to the
recoverability and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern. The Company's continuation
as a going concern is dependent upon its ability to generate sufficient cash
flow to meet its obligations on a timely basis, to retain additional paid-in
capital and to ultimately attain profitability.


                                       13
<PAGE>

                               HIPSTYLE.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

NOTE 4 -     INTANGIBLE ASSET - WEBSITE
---------------------------------------

     The website and related amortization consisted of the following as of
December 31, 2000 and June 30, 2000:

<TABLE>
<CAPTION>
                                       December 31, 2000     June 30, 2000
                                       -----------------     -------------
<S>                                      <C>                 <C>
     Website                             $     27,135        $     27,135
     Less:  Accumulated amortization           (3,164)               (450)
                                       -------------------------------------
     Total Website                       $     23,971        $     26,685
                                       =====================================
</TABLE>



                                       14
<PAGE>

          Amortization expense for the six month period ended December 31, 2000
and the year ended June 30, 2000 was $2,714 and $450 respectively.

NOTE 5 -     INCOME TAXES
--------------------------

     No provisions for income taxes have been made because the Company has
sustained cumulative losses since the commencement of operations. For the six
month period ended December 31, 2000 and year ended June 30, 2000, the Company
had net operating loss carryforwards ("NOL's") of $89,735 and $56,597,
respectively, which will be available to reduce future taxable income and
expense in the year ending December 31 and June 30, 2015 respectively.

     In accordance with SFAS No. 109 the Company has
computed the components or deferred income taxes as follows.
<TABLE>
<CAPTION>
                         December 31,      June 30,
                            2000             2000
                       ----------------------------------
<S>                     <C>              <C>
Deferred tax assets     $     17,498     $     11,036
Valuation allowance          (17,498)         (11,036)
                       ----------------------------------
Deferred tax asset, net   $     -        $       -
                       ==================================
</TABLE>

     At December 31, 2000 and June 30, 2000, a valuation allowance has been
provided and realization of the deferred tax benefit is not likely.


                                       15
<PAGE>

                               HIPSTYLE.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2000

NOTE 5 -     INCOME TAXES (CONT'D)
----------------------------------

     The effective tax rate varies from the U.S. Federal statutory tax rate for
both the six-month periods ended December 31, 2000 and year ended June 30, 2000,
principally due to the following:

U.S. statutory tax rate       15%
State and local taxes        4.5
Valuation                  (19.5)
                        -----------
Effective rate               -  %
                        ===========

NOTE 6 -     ACCOUNTS PAYABLE & ACCRUED EXPENSES
------------------------------------------------

          Accounts payable and accrued expenses at December 31, 2000 & June 30,
2000 respectively consisted of the following:

<TABLE>
<CAPTION>
                                December 31,           June 30,
                                   2000                  2000
                               ---------------------------------
<S>                          <C>                  <C>
   Accounts payable          $     2,067          $     54,697
   Shareholder loans                 500                 2,488
   Accrued expenses               11,675                15,952

                             $    14,242          $     73,137
                            ====================================
</TABLE>

NOTE 7 -     STOCKHOLDERS' EQUITY
-----------------------------------

     The Company issued 4,000,000 post-split common shares upon incorporation to
Intellilabs in exchange for consulting services pertaining to the formation of
the Company valued at $200. This investor is deemed to be a founder and
affiliate of the Company. These shares have been adjusted to give retroactive
effect to a 2,000 to 1 stock split that occurred on January 15, 2000.

                                       16
<PAGE>


                               HIPSTYLE.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2000

NOTE 7 -     STOCKHOLDERS' EQUITY (DEFICIT) (CONT'D)
----------------------------------------------------

On January 4, 2000, the Board of Directors amended the Articles of
Incorporation. The number of authorized shares of common stock was increased to
100,000,000. The par value was changed to $0.0001 per share of common stock. The
financial statements have been retroactively adjusted to reflect the effect of
this change.

     On January 15, 2000, the Board of Directors authorized a 2,000 to 1 forward
split of the Company's common stock, par value $0.0001. Subsequent to the split
there were 4,000,000 issued and outstanding. This transaction has been given
retroactive effect as if it occurred at inception (June 22, 1999).

     On March 1, 2000, the Company entered into an agreement and plan of
distribution ("spin-off") with Intellilabs. Upon spin-off, the shareholders of
Intellilabs received 1.31 shares of the Company's common stock for each share of
Intellilabs owned as of March 1, 2000, totaling 4,000,000 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
2,620,000 shares, representing approximately 56% of the Company's outstanding
common stock and Rebecca J. Farkas (f/k/a Brock) received 655,000 shares
representing approximately 16% of the Company's common stock.

     On May 30, 2000, the Board of Directors authorized the issuance of 50,000
restricted shares of the Company's common stock in exchange for consulting
services rendered by the Vice President. These shares were valued at $0.20 per
share due to their restrictive nature and are subject to Rule 144 of the SEC Act
of 1933 as amended. This transaction was valued at $10,000.

     In June 2000, the Company entered into a private offering of securities
pursuant to Regulation D, Rule 504, promulgated under the Securities Act of 1933
as amended. Common shares were offered to non-accredited and unaffiliated
investors for cash consideration of $0.20 per share. For the six month period
ended December 31, 2000, 550,000 unrestricted common shares were issued to 22
non- accredited and unaffiliated investors for cash consideration totaling
$110,000.


                                       17
<PAGE>


                               HIPSTYLE.COM, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS

                               DECEMBER 31, 2000

NOTE 7 -     STOCKHOLDERS' EQUITY (DEFICIT) (CONT'D)
---------------------------------------------------

The proceeds from the sale of these securities were received in July 2000 and
have been recorded in the statement of changes in stockholders' equity
(deficit). Although the Company has not gone through the administrative
procedures of issuing these shares, for purposes of these financial statements,
they are deemed to have been issued and outstanding. The offering is now closed.

NOTE 8 -     RELATED PARTY TRANSACTIONS
----------------------------------------

     The Company issued 4,000,000 post-split common shares upon incorporation to
Intellilabs, the parent company, in exchange for consulting services valued at
$200. These shares were subsequently distributed to the shareholders of
Intellilabs. Pursuant to an agreement and plan of distribution.

     On May 30, 2000 the Company issued 50,000 restricted shares of the
Company's common stock in exchange for consulting services to Michelle Brock, a
related party, and Vice President of the Company. This transaction was valued at
$10,000.

Michael D. Farkas and Rebecca J. Farkas, his wife, an officer and director, and
a related party loaned the Company $2,488 which covered the cost of the license
fees to the State of New York and the reservation costs associated with
reserving the desired internet address and other operating expenses. No interest
has been charged on these loans and were paid on August 31, 2000.

In June 2000, the Company engaged WealthHound, Inc., which is a related party,
in which Michael Farlas is a 70% owner,to develop and design its website. The
Company paid a total of $54,292 to WealthHound, Inc. in connection with these
services.



                                       18
<PAGE>



                               HIPSTYLE.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2000

NOTE 8 -     RELATED PARTY TRANSACTIONS (CONT'D)
------------------------------------------------

     In July 2000, the Company agreed to reimburse Atlas Equity Group, Inc., a
related party, beneficial owner of which is Michael D. Farkas, $2,000 per month
(on a month-to- month basis) for rent and other operating expenses. Prior to
July 2000, the Company had been relatively inactive, did not require and was not
occupying any office space. Because of recent developments and the completion of
their business plan, management now has agreed to occupy space from Atlas Equity
Group, Inc., a related party, beneficial owner of which is Michael D. Farkas.
Michael Farkas is the owner of Atlas Equity Group, Inc., a company which owns
57% of Hipstyle's issued and outstanding common stock.

     In August 2000, the Company engaged OSRS Communications a subsidiary of
WealthHound.com, Inc., which is a related party, in which Michael Farkas is a
70% owner, to provide web hosting services for $90 per month.


                                       19
<PAGE>

Item 2.  Management's Discussion and Analysis
---------------------------------------------

The following discussion and analysis should be read in conjunction with the
financial statements of the Company and the accompanying notes appearing
subsequently under the caption "Financial Statements."

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.

<TABLE>
<CAPTION>
                                 For the               For the                    From June 22, 1999
                                 Three Months Ended    Three Months Ended         (inception)
                                 December 31, 2000     December 31, 1999          to December 31, 2000
                                 ------------------    ------------------         ---------------------
<S>                               <C>                 <C>                        <C>
Development Stage Revenues                  $0                 $0                          $0

Development Stage Expenses         (19,090.00)        $ (3,925.00)                (113,706.00)

Deficit Accumulated During
Development Stage                 $(19,090.00)          (3,925.00)               $(113,706.00)

</TABLE>

<TABLE>
<CAPTION>
                                 For the               For the                    From June 22, 1999
                                 Six Months Ended      Six Months Ended          (inception)
                                 December 31, 2000     December 31, 1999          to December 31, 2000
                                 ------------------    ------------------         ---------------------
<S>                               <C>                 <C>                        <C>
Development Stage Revenues                  $0                 $0                          $0

Development Stage Expenses         (57,109.00)        $ (4,413.00)                (113,706.00)

Deficit Accumulated During
Development Stage                 $(57,109.00)          (4,413.00)               $(113,706.00)
</TABLE>

PERIOD FROM JUNE 22, 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 $113,706, primarily
consisting of accounting ($21,000), consulting ($10,200), office ($12,315),
legal ($11,916), and web site development fees ($52,485). The accounting,
consulting, and legal expenses were in connection with its Form 10 filing and in
its pursuit of the Company's objectives, as well as professional fees incurred
in connection with the Company's annual and quarterly regulatory filings. Office
expenses were in connection with monthly fees pertaining administrative services
performed by a related party. Web site expenses were in connection with the
impairment of a capitalized asset and operations of the business.

QUARTER ENDED DECEMBER 31, 2000 AND DECEMBER 31, 1999

Development stage expenses during the three months ended December 31, 2000 were
$19,090 as compared to $3,925 for the period ended December 31, 1999.

Expenses for the quarter ended December 31, 2000 were primarily professional
fees ($10,697) and office expenses ($6,315) in connection with quarterly
regulatory filings and administrative services, respectively.

Expenses for the quarter ended December 31, 1999 were primarily legal fees
($3,880) in connection with costs incurred with the formation of the company.

SIX MONTHS ENDED DECEMBER 31, 2000 AND DECEMBER 31, 1999

Development stage expenses during the six months ended December 31, 2000 were
$57,109 as compared to $4,413 for the period ended December 31, 1999.

Expenses for the year ended December 31, 2000 were $57,109 primarily consisting
of accounting ($8,000), legal ($7,435), office expense ($12,315) and web site
development fees ($25,328). The accounting and legal expenses were in connection
with its Form 10 filing and in its pursuit of the Company's objectives, as well
as professional fees incurred in connection with the Company's annual and
quarterly regulatory filings. Web site expenses incurred in connection with
management's decision to impair their capitalized asset.

Expense for the period June 22, 1999 (Inception) through December 31, 1999 was
$4,413, which is primarily related to consulting and legal fees in connection
with the formation of the Company.

YEAR ENDED JUNE 30, 2000 AND JUNE 30, 1999

Development stage expenses during the years ended June 30, 2000 were $56,397 as
compared to $200 for the period ended June 30, 1999.

Expenses for the year ended June 30, 2000 were $56,397 primarily consisting of
accounting ($13,000), consulting ($10,000), legal ($4,482), and web site
development fees ($27,157). The accounting, consulting, and legal expenses were
in connection with its Form 10 filing and in its pursuit of the Company's
objectives, as well as professional fees incurred in connection with the
Company's annual and quarterly regulatory filings. Web site expenses were in
connection with the operations of the business.

Expense for the period June 22, 1999 (Inception) through June 30, 1999 was $200,
which is related to consulting fees in connection with the formation of the
Company.

On-going increases to development stage expenses are anticipated.

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.

PART II. - OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS
         Not applicable

Item 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS
         Not applicable

Item 3.  DEFAULTS UPON SENIOR SECURITIES
         Not applicable

Item 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY
         HOLDERS

         Not applicable

Item 5.  OTHER INFORMATION
         None

Item 6.  EXHIBITS AND REPORTS OF FORM 8K
         None

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                    HIPSTYLE.COM, INC.

                                /s/Rebecca Brock

                     ----------------------------------
                                  Rebecca Brock
                                  President, Treasurer and
                                  Secretary

Date: March 23, 2001

                               /s/ Michelle Brock
                     ----------------------------------
                                   Michelle Brock
                                   Vice President

Date: March 23, 2001