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

                                   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, 2001.

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

                       For the transition period from to

                        Commission file number 000-31779

                               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   X     No

The number of shares of common stock $.0001 par value, of the Registrant issued
and outstanding as of February 11, 2001 was 4,600,000.

                                       1
<PAGE>

                               HIPSTYLE.COM, INC.

                                   FORM 10QSB

                         PERIOD ENDED DECEMBER 31, 2001

                         Index to Financial Statements
                               Hipstyle.com, Inc.

<TABLE>
<S>                                                 <C>
Accountant's Report                                 1

Balance sheets                                      2

Statements of operations                            3

Statements of changes in stockholders' equity       4

Statements of cash flows                            5 - 6

Notes to financial statements                       7 - 16

Item 2.  Management's Discussion and
Analysis of Financial Condition and
Results of Operations.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Item 2.  Changes in Securities.

Item 3.  Defaults Upon Senior Securities.

Item 4. Submission of Matters to a
        Vote of Security Holders.

Item 5.  Other Information

Item 6. Exhibits and Reports of Form 8-K. None

Signatures
</TABLE>

<PAGE>

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements:

BASIS OF PRESENTATION

The accompanying unaudited financial statements are presented in accordance with
generally accepted accounting principles for interim financial information and
the instructions to Form 10-QSB and item 310 under subpart A of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
The accompanying statements should be read in conjunction with the audited
financial statements for the year ended June 30, 2001. In the opinion of
management, all adjustments (consisting only of normal occurring accruals)
considered necessary in order to make the financial statements not misleading,
have been included. Operating results for the six months ended December 31,
2001 are not necessarily indicative of results that may be expected for the year
ending June 30, 2001. The financial statements are presented on the accrual
basis.

<PAGE>

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

FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2001 AND JUNE 30, 2001 AND FOR THE SIX MONTH PERIOS ENDED
DECEMBER 31, 2001 AND 2000, AND FOR THE PERIOD FROM JUNE 22, 1999 (DATE OF
INCEPTION) THROUGH DECEMBER 31, 2001

<PAGE>

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

<TABLE>
<CAPTION>
TABLE OF CONTENTS                                                                                           Page
----------------------------------------------------------------------------------------------------------------
<S>                                                                                                      <C>
INDEPENDENT AUDITORS' REPORT                                                                                  1

FINANCIAL STATEMENTS AS OF DECEMBER 31, 2001 AND JUNE 30, 2001 AND FOR THE SIX
MONTH PERIODS DECEMBER 31, 2001 AND 2000, AND FOR THE PERIOD JUNE 22, 1999 (DATE
OF INCEPTION) THROUGH DECEMBER 31, 2001

Balance sheets                                                                                                2

Statements of operations                                                                                      3

Statements of changes in stockholders' equity                                                                 4

Statements of cash flows                                                                                  5 - 6

Notes to financial statements                                                                            7 - 15
</TABLE>

<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Stockholders and
Board of Directors

Hipstyle.com, Inc. and subsidiary
(A Development Stage Company)
Miami, Florida

We have audited the accompanying balance sheet of Hipstyle.com, Inc. (a
development stage company) as of June 30, 2001 and the related statement of
operation, change in stockholders' equity and cash flow for the year ended June
30, 2001. This financial statement is the responsibility of the Company's
management. Our responsibility is to express an opinion on this financial
statement based on our audit. The financial statement of Hipstyle.com, Inc. as
of June 30, 2000 were audited by other auditors whose report dated September 5,
2000, expressed an unqualified opinion on those statements.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statement is free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statement. 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 statement referred to above present fairly, in all
material respects, the financial position of Hipstyle.com, Inc. as of June 30,
2001 and the result of its operation and its cash flow for the year ended June
30, 2001 in conformity with accounting principles generally accepted in the
United States of America.

The accompanying financial statement has been prepared assuming the Company will
continue as a going concern. As discussed in Note 4 to the financial statements,
the Company is a 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
August 23, 2001

<PAGE>

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

BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                              (UNAUDITED)
ASSETS                                                                     DECEMBER 31, 2001    JUNE 30, 2001
                                                                       ---------------------  --------------------
CURRENT ASSETS:
<S>                                                                            <C>              <C>
Cash                                                                           $     119        $     275
                                                                               ---------        ---------

                 Total current assets                                                119              275
                                                                               ---------        ---------

TOTAL ASSETS                                                                   $     119        $     275
                                                                               =========        =========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:

Accounts payable & accrued expenses                                            $  52,025        $  21,474
Loans and advances payable - related party                                           500              500
Notes payable - related party                                                      8,300            6,000
                                                                               ---------        ---------

                 Total current liabilities                                        60,825           27,974
                                                                               ---------        ---------

STOCKHOLDERS' EQUITY:

Common stock, par value $.0001 per share; 100,000,000 shares authorized;
  4,600,000 and 4,050,000 shares issued and

  outstanding at December 31, 2001 and June 30, 2001, respectively                   460              460
Additional paid-in capital                                                       119,740          119,740
Deficit accumulated during the development stage                                (180,906)        (147,899)
                                                                               ---------        ---------

                 Total Stockholders' equity                                      (60,706)         (27,699)
                                                                               ---------        ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                           $     119        $     275
                                                                               =========        =========
</TABLE>

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

                                       -2-

<PAGE>

HIPSTYLE.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                        (UNAUDITED)                (UNAUDITED)             FOR THE PERIOD
                                                    THREE MONTHS ENDED           SIX MONTHS ENDED           JUNE 22, 1999
                                                       DECEMBER 31,                 DECEMBER 31,        (DATE OF INCEPTION) TO
                                                  2001           2000           2001           2000        DECEMBER 31, 2001
                                                  ----           ----           ----           ----        -----------------
<S>                                          <C>            <C>            <C>            <C>            <C>
DEVELOPMENT STAGE REVENUES                     $       0       $      0       $      0        $     0        $     0
                                             -----------    -----------    -----------    -----------    -----------
DEVELOPMENT STAGE EXPENSES:

              Amortization                             0              0              0          1,357          1,807
              Accounting                           2,391          4,000         10,411          8,000         35,914
              Bank charges                            45              0            127             90            422
              Consulting fees                          0              0              0              0         10,200
              Dues & subscription                      0              0             75             55            368
              Licenses and taxes                     450            444            450            444          2,123
              Office expenses                      6,000          6,315         12,000         12,315         36,000
              On-line services                       135            135            270            225            765
              Legal fees                           3,340          5,235          7,735          5,973         32,891
              Postage                                  0             98              0            179            267
              Printing                                 0              0              0              0            315
              Website development fees                 0         25,328              0         25,328         52,485
              Shareholder related services           313          1,462          1,530          1,462          3,851
              Travel                                  50          1,401             50          1,681          3,038
                                             -----------    -----------    -----------    -----------    -----------

TOTAL DEVELOPMENT STAGE EXPENSES                  12,724         44,418         32,648         57,109        180,446
                                             -----------    -----------    -----------    -----------    -----------

LOSS FROM OPERATIONS                             (12,724)       (44,418)       (32,648)       (57,109)      (180,446)

INTEREST EXPENSE                                    (194)             0           (359)             0           (460)
                                             -----------    -----------    -----------    -----------    -----------
NET LOSS                                     $   (12,918)   $   (44,418)   $   (33,007)   $   (57,109)   $  (180,906)
                                             ===========    ===========    ===========    ===========    ===========

LOSS PER COMMON SHARE
              Basic & diluted                $     (0.01)   $     (0.01)   $     (0.01)   $     (0.02)
                                             ===========    ===========    ===========    ===========

Weighted-average common shares outstanding     4,600,000      4,530,245      4,600,000      4,530,245
                                             ===========    ===========    ===========    ===========
</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) (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                                           DEFICIT
                                                                                                           ACCUMULATED
                                                                                              ADDITIONAL   DURING THE
                                                                                              PAID-IN-     DEVELOPMENT
                                                                    SHARES        AMOUNT      CAPITAL      STAGE         TOTAL
                                                                    ------        ------      -------      -----         -----
<S>                                                                <C>         <C>         <C>          <C>          <C>
Balance, June 22, 1999 (date of 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 the development stage for the
  period June 22, 1999 (date of inception) through June 30, 1999           0           0           0         (200)        (200)
                                                                   ---------   ---------   ---------    ---------    ---------

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 the development stage
 for the year ended June 30, 2001                                          0           0           0      (91,302)     (91,302)
                                                                   ---------   ---------   ---------    ---------    ---------

Balance, June 30, 2001                                             4,600,000         460     119,740     (147,899)     (27,699)

Deficit accumulated during the development stage
for the six months ended December 31, 2001                                 0           0           0      (33,007)     (33,007)
                                                                   ---------   ---------   ---------    ---------    ---------
Balance, December 31, 2001                                         4,600,000   $     460   $ 119,740    $(180,906)   $ (60,706)
                                                                   =========   =========   =========    =========    =========
</TABLE>

                   The accompanying notes are an integral part
                         of these financial statements.
                                       -4-

<PAGE>

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

STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                (UNAUDITED)                   (UNAUDITED)
                                                                             SIX MONTHS ENDED              FOR THE PERIOD
                                                                                DECEMBER 31,                JUNE 22, 1999
                                                                                                         (DATE OF INCEPTION) TO
                                                                          2001               2000          DECEMBER 31, 2001
                                                                          ----               ----          -----------------
CASH FLOWS FROM OPERATING ACTIVITES:
<S>                                                                     <C>              <C>              <C>
Net loss                                                                $ (33,007)       $ (57,109)       $(180,906)

Adjustments to reconcile net loss to net cash used by operations:

 Amortization/ Depreciation                                                     0            1,357            1,807
 Write off of website                                                           0           25,328           25,328
 Stock based expense                                                            0                0           10,200
 Changes in assets and liabilities:
  Increase (Decrease) in accounts payable

  and accrued expenses                                                     30,551          (63,230)          52,025
  Increase (Decrease) in loans and advances -
  related party                                                                 0                0              500
                                                                        ---------        ---------        ---------

              Net cash used by operating activities                        (2,456)         (93,654)         (91,046)

CASH FLOWS FROM INVESTING ACTIVITES:
 Purchase of website                                                            0                0          (27,135)
                                                                         ---------        ---------        ---------

              Net cash used by investing activities                             0                0          (27,135)

CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from the issuance of common stock                                     0          110,000          110,000
 Notes payable -  related party                                             2,300                0            8,300
                                                                         ---------        ---------        ---------

              Net cash provided by financing activities                     2,300          110,000          118,300
                                                                         ---------        ---------        ---------

INCREASE (DECREASE) IN CASH                                             $    (156)       $  16,346        $     119
                                                                         =========        =========        =========

CASH, BEGINNING OF PERIOD                                               $     275        $      55        $       0
                                                                         =========        =========        =========

CASH, END OF PERIOD                                                     $     119        $  16,401        $     119
                                                                         =========        =========        =========
</TABLE>

                   The accompanying notes are an integral part
                         of these financial statements.
                                       -5-

<PAGE>

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

STATEMENT OF CASH FLOWS

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

     During the six months ended December 31, 2001 and 2000, and for the
cumulative periods June 22, 1999 (date of inception) through December 31, 2001,
the Company did not pay any interest.

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVIITES

     The Company entered into the following non-cash transactions:

     On June 22, 1999, (date of inception), the Company issued 4,000,000
post-split (see note 8) 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 8).

     On September 30, 2000, the Company decided to write off the capitalized
portion of the website (See note 5). The assets' net value at the time of
impairment was $25,328
                    The accompanying notes are an integral part of these
financial statements.

                                       -6-

<PAGE>

HIPSTYLE.COM, INC
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

1.   ORGANIZATION

     Hipstyle.com, Inc. ("the Company") was incorporated on June 22, 1999 under
the laws of the State of Florida and was 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.

     The Company was a wholly owned subsidiary of Intellilabs.com, Inc.
("Intellilabs"), formerly known as Quentin Road productions, Inc., a publicly
traded 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.

     On May 24, 2000, the Company formed Hipstyle.com, Inc. ( Hipstyle
Delaware") under the laws of the state of Delaware. Hipstyle Delaware did not
have any significant activity as of December 31, 2001.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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:

Control is likely to be temporary,
Control does not rest with the majority
owner(s), or
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.

-7-

HIPSTYLE.COM, INC -7-
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

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.

INTANGIBLE ASSET - WEBSITE

Website costs have been capitalized pursuant to EITF 00-2. The
website was being amortized on the straight-line basis over a period of 60
months. The planning and maintenance costs associated with the website were
expensed as incurred.

The Company reviews assets for impairment whenever event
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. On October 30, 2000, the
Company decided that their Website was impaired because undiscounted future cash
flows are uncertain at this time. The assets net value was $25,328 at the time
of impairment (see note 5).

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.

                                      -8-

<PAGE>

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

NOTES TO FINANCIAL STATEMENTS

STOCK COMPENSATION

Stock-based compensation is recognized using the intrinsic value method
prescribed in Accounting Principles Board ("APB") Opinion No. 25, Accounting for
Stock Issued to Employees, and related interpretations. Accordingly,
compensation expense for stock options is measured as the excess, if any, of the
fair value of the Company's stock at the date of the grant over the amount an
employee must pay to acquire the stock and is amortized over the vesting period.
The Company has adopted the disclosure provisions of SFAS No. 123, Accounting
for Stock-Based Compensation, which requires the Company to disclose the pro
forma effects on earnings and earnings per share as if SFAS No. 123 had been
adopted. This adoption has no effect on the Company.

NET LOSS PER SHARE

The Company has adopted SFAS No. 128 "Earnings Per Share". Basic loss pe
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.

                                      -9-

<PAGE>

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

NOTES TO FINANCIAL STATEMENTS

3. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 2001, the Financial Accounting Standards Board issued
SFAS No.141, "Business Combinations" which supersedes APB Opinion No.16
"Business Combinations" and FASB Statement No. 38, "Accounting for
Preacquisition Contingencies of Purchased Enterprises. All business combinations
in the scope of this Statement are to be accounted for using one method - the
purchase method. The requirements of FASB 141 do not have a material effect on
our consolidated financial statements and related disclosures.

In June 2001, the Financial Accounting Standards Board issued
SFAS No. 142 "Goodwill and Other Intangible Assets" which supersedes APB Opinion
No.17, "Intangible Assets". The Statement addresses how intangible assets are
acquired individually or with a group of other assets should be accounted for in
financial statements upon their acquisition. This Statement also addresses how
goodwill and other intangible assets should be accounted for after they have
been initially recognized in the financial statements. The requirements of FASB
142 do not have a material effect on our consolidated financial statements and
related disclosures.

In June 2001, the Financial Accounting Standards Board issued
SFAS No. 143 "Accounting for Asset Retirement Obligations" which amends FASB
Statement No.19 "Financial Accounting and Reporting by Oil and Gas Producing
Companies". The Statement addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. The requirements of FASB 143 do not have a
material effect on our consolidated financial statements and related
disclosures.

In August 2001, the Financial Accounting Standards Board issued SFAS No. 144
"Accounting for the Impairment or Disposal of Long-Lived Assets" which
supersedes FASB Statement No. 121 "Accounting for the Impairment of Long-Lived
Assets to be Disposed of", APB Opinion No. 30, Reporting the Results of
Operations-Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions". This
Statement also amends ARB No. 51 "Consolidated Financial Statements". The
Statement addresses the accounting for a segment of a business accounted for as
a discontinued operation. Also, it established a single accounting model for
long-lived assets to be disposed of by sale. The requirements of FASB 143 do not
have a material effect on our consolidated financial statements and related
disclosures.

                                      -10-

<PAGE>

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

NOTES TO FINANCIAL STATEMENTS

4. 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 (date of inception) to
December 31, 2001, were $180,906. The Company's cash flow requirements have been
met by contributions of capital accounts payable and loans from related parties.

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.

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.

5. INTANGIBLE ASSET - WEBSITE

The website and related amortization consisted of the following as of December
31, 2001 and June 30, 2001:
<TABLE>
<CAPTION>
                                                               December 31, 2001              June 30, 2001
<S>               <C>                                           <C>                       <C>
                  Website                                       $      27,135             $     27,135
                  Less:  accumulated amortization                      (1,807)                  (1,807)

                                                                       25,328                   25,328

                          Impairment                                  (25,328)                 (25,328)

                  Website                                       $        -                $       -
</TABLE>

                                      -11-

<PAGE>

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

NOTES TO FINANCIAL STATEMENTS

Amortization expense for the six months ended December 31, 2001 and year ended
June 30, 2000 was $0 and $1,357, respectively.

6. INCOME TAXES

No provisions for income taxes have been made because th Company has sustained
cumulative losses since the commencement of operations. As of December 31, 2001
and June 30, 2001, the Company had net operating loss carryforwards ("NOL's") of
$180,906 and $147,899, respectively, which will be available to reduce future
taxable income and expense up to the year ending December 31, 2021and June 30,
2020, respectively.

In accordance with SFAS No. 109 the Company has computed the components o
deferred income taxes as follows.

                            December 31, 2001            June 30, 2001

Deferred tax assets           $ 71,458                    $ 58,420
Valuation allowance            (71,458)                    (58,420)

Deferred tax asset, net       $   -                       $   -

At December 31, 2001 and June 30, 2001, a valuation allowance has been 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 December 31, 2001 and June 30, 2001 respectively, principally
due to the following:

          U.S. statutory tax rate            34%
          State and local taxes              5.5
          Valuation                        (39.5)

          Effective rate                     - %

                                      -12-

<PAGE>

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

NOTES TO FINANCIAL STATEMENTS

7. ACCOUNTS PAYABLE & ACCRUED EXPENSES

Accounts payable and accrued expenses at December 31, 2001 & June 30, 2001,
respectively consisted of the following:

                            December 31, 2001                June 30, 2001

Accounts payable                 $ 47,165                    $ 16,798
Accrued interest                      460                         101
Accrued expenses                    4,400                       4,575

                                 $ 52,025                    $ 21,474

8. 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.

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 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 57% 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.

                                      -13-

<PAGE>

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

NOTES TO FINANCIAL STATEMENTS

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 year ended December 31, 2000,
550,000 unrestricted common shares were issued to 22 non-accredited and
unaffiliated investors for cash consideration totaling $110,000. g

The proceeds from the sale of these securities were received in July and August
2000 and have been recorded in the statement of changes in stockholders' equity
(deficit). g g

9. RELATED PARTY TRANSACTIONS

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., a subsidiary of
WealthHound.com, Inc. which is a related party, in which Michael Farkas 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.

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 operating and administrative
services.

In August 2000, the Company engaged OSRS Communications subsidiary of
WealthHound.com, Inc., a related party, beneficial owner which is Michael Farkas
to provide web hosting services for $45 per month on a month-to-month basis.

Between April 2001 and November 2001, the Company issued six
promissory notes to Atlas Equity Group, Inc., a related party in which Michael
D. Farkas is a beneficial owner, aggregating $8,300 at a rate of 10% per annum.
The promissory notes principal amount and accrued interest are due and payable
on dates ranging from April 2002 and November 2002.

                                     -14-

<PAGE>

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

NOTES TO FINANCIAL STATEMENTS

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

10.  SUBSEQUENT EVENT

     On January 25, 2002, the Company entered into a letter of intent with CCS
     International, Ltd., a Delaware corporation ("CCS"), pursuant to which the
     Company has agreed to acquire all of the outstanding shares of capital
     stock of CCS in a tax free transaction, subject to the completion of due
     diligence, the negotiation and execution of a definitive acquisition
     agreements, the closing of a private placement of the Company's securities
     raising net proceeds of not less than $1 million and the satisfaction of
     certain other customary conditions.

     In the event that the proposed transaction with CCS closes, CCS will become
     a wholly owned subsidiary of the Company and the current stockholders of
     CCS will own not less than 70% of the Company's shares of common stock
     outstanding as well as shares of convertible preferred stock that will be
     convertible into shares of the Company's common stock upon the satisfaction
     by CCS of certain performance targets. The letter of intent also
     contemplates that the Company will change its name to a name reasonably
     acceptable to CCS, authorize 10,000,000 shares of "blank check" preferred
     stock and adopt a Stock Option Plan. Following the closing of the proposed
     transaction with CCS, the nominees of Ben Jamil, the principal stockholder,
     Chief Executive Officer and founder of CCS, will become all of the members
     of the Company's Board of Directors, and Mr. Jamil will become the Chief
     Executive Officer of the Company. In addition, the Company will enter into
     an employment agreement with Mr. Jamil, pursuant to which Mr. Jamil will be
     (i) paid an annual base salary of not less than $250,000 and (ii) granted
     options excusable for 1,000,000 shares of Company common stock at an
     exercise price of $.50 per share. Additional terms of the proposed
     transactions will be finalized and memorialized in the definitive
     acquisition documents. Following the execution of the definitive
     acquisition documents, the Company will timely file with the Securities and
     Exchange Commission a Current Report on Form 8-K disclosing the principal
     terms of such documents and included as exhibits thereto will be a copy of
     the relevant agreements.

                                      -15-

<PAGE>

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

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. Hipstyle.com, Inc. and subsidiary is a development
- stage company. Because Hipstyle 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 JUNE 22, 1999 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2001

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

Operating expenses since inception have amounted to $180,906, primarily
consisting of accounting ($35,914), consulting ($10,200), office ($36,000),
legal ($32,891), and web site development fees ($52,485). Accounting,
consulting, and legal expenses are in connection with its quarterly and annual
filings. Office expenses consist of administrative services performed by a
related party. Website development fees were charged to expense based on
management's decision that their website was impaired because undiscounted
future cash flow is uncertain and the future benefit is undeterminable.

FOR THE SIX MONTHS ENDED DECEMBER 31, 2001 AND DECEMBER 31, 2000

Development stage expenses during the six months ended December 31, 2001 were
$33,007 as compared to $51,109 for the six months ended December 31, 2000.

Expenses for the six months ended December 31, 2001 were primarily consisting of
accounting ($10,411), legal ($7,735), office expenses ($12,000) and shareholder
related services ($1,530). The accounting and legal fees were in connection with
the Company's annual and quarterly regulatory filings. Office expenses consists
of administrative services performed by a related party.

<PAGE>

Item 2.  Management's Discussion and Analysis (cont'd)
------------------------------------------------------

Expenses for the six months ended December 31, 2000 were $57,109 primarily
consisting of accounting ($8,000), office expense ($12,315), legal ($5,973), and
website development fees ($25,328). The accounting and legal expenses are in
connection with its quarterly and annual Form 10 filings. Office expenses
consist of administrative services performed by a related party.

FOR THE THREE MONTHS ENDED DECEMBER 31, 2001 AND DECEMBER 31, 2000

Development stage expenses for the three months ended December 31, 2001 was
$12,724 as compared to expenses of $44,418 for the three months ended December
31, 2000.

Expenses for the three months ended December 31, 2001 were primarily accounting
($2,391), legal ($3,340) and office expenses ($6,000). These fees are related to
the Company's quarterly and annual filings along with administrative services
performed on behalf of the Company.

Expenses for the three months ended December 31, 2000 were primarily accounting
($4,000), legal ($5,235) and office expenses ($6,315). These fees are related to
the Company's quarterly filings along with administrative services performed on
behalf of the Company. The Company also recorded an expense of $25,328 related
to the impairment of its Website.

Liquidity and Capital Resources

Despite capital contributions and both related party loans, 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 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.

For the six months ended December 31, 2001, we incurred a net loss of $33,007.
Our accumulated losses since inception is $180,906. Such accumulated losses have
resulted primarily from costs incurred in the development of our website and
various professional 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.

<PAGE>
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

RECENT DEVELOPMENTS

On January 25, 2002, the Company entered into a letter of intent
with CCS International, Ltd., a Delaware corporation ("CCS"), pursuant to
which the Company has agreed to acquire all of the outstanding shares of
capital stock of CCS in a tax free transaction, subject to the completion of
due diligence, the negotiation and execution of a definitive acquisition
agreements, the closing of a private placement of the Company's securities
raising net proceeds of not less than $1 million and the satisfaction of
certain other customary conditions.

In the event that the proposed transaction with CCS closes, CCS
will become a wholly owned subsidiary of the Company and the current
stockholders of CCS will own not less than 70% of the Company's shares of
common stock outstanding as well as shares of convertible preferred stock
that will be convertible into shares of the Company's common stock upon the
satisfaction by CCS of certain performance targets. The letter of intent
also contemplates that the Company will change its name to a name reasonably
acceptable to CCS, authorize 10,000,000 shares of "blank check" preferred
stock and adopt a Stock Option Plan. Following the closing of the proposed
transaction with CCS, the nominees of Ben Jamil, the principal stockholder,
Chief Executive Officer and founder of CCS, will become all of the members
of the Company's Board of Directors, and Mr. Jamil will become the Chief
Executive Officer of the Company. In addition, the Company will enter into
an employment agreement with Mr. Jamil, pursuant to which Mr. Jamil will be
(i) paid an annual base salary of not less than $250,000 and (ii) granted
options excusable for 1,000,000 shares of Company common stock at an
exercise price of $.50 per share. Additional terms of the proposed
transactions will be finalized and memorialized in the definitive
acquisition documents. Following the execution of the definitive acquisition
documents, the Company will timely file with the Securities and Exchange
Commission a Current Report on Form 8-K disclosing the principal terms of
such documents and included as exhibits thereto will be a copy of the
relevant agreements.

If the transaction with CCS is not consummated, the Company's
Board of Directors may pursue the acquisition of an alternative operating
business. CCS manufactures and/or distributes specialized equipment and
solutions for security, privacy, home and personal protection, confidential
business communications, interpretation of the truth, cellular phone
privacy, drug, bomb and contraband protection, cellular intercept/monitoring
systems for governments. law enforcement entities, corporations and
consumers through it's network of worldwide distributors, its U.S.
CounterSpy Shop retail stores and its four international offices.

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 Farkas
                     ----------------------------------
                                  Rebecca Farkas
                                  President, Treasurer and
                                  Secretary

Date: February 12, 2002

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

Date: February 12, 2002