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

                               Amendment No. 1 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 March 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   No

The number of shares of common stock $.001 par value, of the Registrant issued
and outstanding as of May 15, 2001 was 4,600,000.

                                       1
<PAGE>

                               HIPSTYLE.COM, INC.

                                   FORM 10QSB

                         PERIOD ENDED MARCH 31, 2001

PART 1

ITEM 1.     FINANCIAL STATEMENTS - HIPSTYLE.COM, INC.
            (A DEVELOPMENT STAGE COMPANY)
            FOR THE NINE MONTHS ENDED -
            MARCH 31, 2001

                               HIPSTYLE.COM, INC.

                         (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

                 FINANCIAL STATEMENTS FOR THE NINE MONTH PERIOD
                  ENDED MARCH 31, 2001 AND AS OF JUNE 30, 2000
              AND FOR THE PERIOD JUNE 22, 1999 (DATE OF INCEPTION)
                             THROUGH MARCH 31, 2001


<PAGE>

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

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                           Page
<S>                                                        <C>
BALANCE SHEETS                                             1

STATEMENTS OF OPERATIONS                                   2

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY              3

STATEMENTS OF CASH FLOWS                                   4-5

NOTES TO FINANCIAL STATEMENTS                              6-17
</TABLE>

<PAGE>

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

                                 BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS                                              (Unaudited)
                                                    March 31, 2001  June 30, 2000
                                                   --------------   -------------
CURRENT ASSETS:
<S>                                                    <C>          <C>
Cash                                                   $   1,368    $      55
Prepaid expenses                                               0            0
                                                       ---------    ---------
      Total current assets                                 1,368           55

WEBSITE, net of accumulated amortization $450                  0       26,685

TOTAL ASSETS                                               1,368       26,740
                                                       =========    =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:

Accounts payable & accrued expenses                    $  12,483    $  73,137
                                                       ---------    ---------

      Total current liabilities                           12,483       73,137

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 March 31, 2001 and
 December 31, 2000, respectively                             460          405
Additional paid-in capital                               119,740        9,795
Deficit accumulated during the development stage        (131,315)     (56,597)
                                                       ---------    ---------

      Total Stockholders' equity                         (11,115)     (46,397)
                                                       ---------    ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)   $   1,368    $  26,740
                                                       =========    =========
</TABLE>

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

                                       F-1

<PAGE>

                               HIPSTYLE.COM, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                                                   (UNAUDITED)
                                              (UNAUDITED)                   (UNAUDITED)           FOR THE PERIOD
                                           THREE MONTH ENDED             NINE MONTHS ENDED        June 22, 1999
                                               MARCH 31,                       MARCH 31,          (INCEPTION) TO
                                         2001            2000            2001           2000      March 31, 2001
                                         ----            ----            ----           ----      --------------
<S>                                   <C>            <C>            <C>            <C>            <C>
DEVELOPMENT STAGE REVENUES            $         0    $         0    $         0    $         0    $         0
                                      -----------    -----------    -----------    -----------    -----------

DEVELOPMENT STAGE EXPENSES:
     Accounting fees                        2,500              0         10,500          3,500         23,500
     Amortization                               0              0          1,357              0          1,807
     Bank charges                              15             45            105             90            250
     Consulting fees                            0              0              0              0         10,200
     Dues & subscriptions                       0              0             55            238            293
     Licenses and taxes                        50            120            494            370          1,419
     Office expenses                        6,000              0         18,315              0         18,315
     Postage                                    0              0            179              0            179
     Legal and professional fees            7,603          1,150         15,038          1,530         19,519
     Research & development                     0              0         25,328              0         52,485
     On-line services                         135              0            360              0            360
     Travel                                 1,306              0          2,987              0          2,988
                                      -----------    -----------    -----------    -----------    -----------
                                      -----------    -----------    -----------    -----------    -----------

TOTAL DEVELOPMENT STAGE EXPENSES           17,609          1,315         74,718          5,728        131,315
                                      -----------    -----------    -----------    -----------    -----------
                                      -----------    -----------    -----------    -----------    -----------

     LOSS FOR THE PERIOD                  (17,609)        (1,315)       (74,718)        (5,728)      (131,315)
                                      ===========    ===========    ===========    ===========    ===========

     NET LOSS PER COMMON SHARE

                  Basic and diluted         (0.00)         (0.00)         (0.02)         (0.00)
                                      ===========    ===========    ===========    ===========

WEIGHTED AVERAGE COMMON
SHARE OUTSTANDING                       4,308,511      4,000,000      4,308,511      4,000,000
                                      ===========    ===========    ===========    ===========
</TABLE>

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

                                      F-2

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

      STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                                     DEFICIT
                                                                                                   ACCUMULATED
                                                                 COMMON STOCK          ADDITIONAL     DURING THE
                                                                                       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 the 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

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

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
nine months ended March 31, 2001                                     0           0           0      (74,718)     (74,718)
                                                             ---------   ---------   ---------    ---------    ---------

Balance, March 31, 2001                                      4,600,000         460     119,740     (131,315)     (11,115)
                                                             =========   =========    =========    =========   =========
</TABLE>

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

                                       F-3

<PAGE>

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

                            STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                                         (UNAUDITED)
                                                                          (UNAUDITED)                   FOR THE PERIOD
                                                                        NINE MONTHS ENDED               June 22, 1999
                                                                           MARCH 31,                   (INCEPTION) TO
                                                                      2001               2000           March 31, 2001
                                                                ----------------   ---------------    ------------------
CASH FLOWS FROM OPERATING ACTIVITES:
<S>                                                                   <C>                <C>                 <C>
Net loss                                                              $ (74,718)         $ (5,728)           $ (131,315)

Amortization                                                              1,357                 0                 1,807
Write off of website                                                     25,328                 0                25,328
Stock based expense                                                           0                 0                10,200

Adjustments to reconcile net loss to net cash used by
  operations:
Changes in assets and liabilities:
  Increase (Decrease) in accounts payable & accrued expenses            (58,666)            4,450                11,983
                                                                ----------------   ---------------    ------------------
      Net cash used by operating activities                            (106,699)           (1,278)             ( 81,997)
                                                                ----------------   ---------------    ------------------
CASH FLOWS FROM INVESTING ACTIVITES:

Purchase of Website                                                           0                 0              ( 27,135)
                                                                ----------------   ---------------    ------------------

      Net cash provided by investing activities                               0                 0              ( 27,135)
                                                                ----------------   ---------------    ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from the issuance of common stock                            110,000                 0               110,000
  Loans from shareholders                                                (1,988)            1,488                   500
                                                                ----------------   ---------------    ------------------
      Net cash provided by financing activities                         108,012             1,488               110,500
                                                                ----------------   ---------------    ------------------
INCREASE (DECREASE) IN CASH                                               1,313               210                 1,368
                                                                ----------------   ---------------    ------------------
CASH, BEGINNING OF PERIOD                                                    55                 0                     0
                                                                ----------------   ---------------    ------------------
CASH, END OF PERIOD                                                    $  1,368             $ 210               $ 1,368
                                                                       ========             ======              =======
</TABLE>

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

                                       F-4-5

<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 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 through 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.

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:

     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.

                                       -6-

<PAGE>

                               HIPSTYLE.COM, INC
                         (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.

     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 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.

     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. On September 30, 2000 the
     Company decided to impair their Website because undiscounted future cash
     flows are uncertain at this time. The assets net value was $25,328 at the
     time of impairment (see note 4).

     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.

                                       -7-

<PAGE>

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

                         NOTES TO FINANCIAL STATEMENTS



     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.

     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.

                                       -8-

<PAGE>

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

                         NOTES TO FINANCIAL STATEMENTS

     FAIR VALUE OF FINANCIAL INSTRUMENTS

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

     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 March 31, 2001 and June 30, 2000 the provisions of
     SFAS No. 131 does not have a material effect on these financial statements.

3.   RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In June 1997, the Financial Accounting Standards Board ("FASB") issued SFAS
     No. 130, "Reporting Comprehensive Income". This statement requires
     companies to classify items of other comprehensive income by their nature
     in 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.

                                       -9-

<PAGE>

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

                         NOTES TO FINANCIAL STATEMENTS

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

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

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

     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.

     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.

                                      -10-

<PAGE>

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

                         NOTES TO FINANCIAL STATEMENTS

     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.

     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.

                                      -11-

<PAGE>

                               HIPSTYLE.COM, INC.
                         (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 (inception) to
     March 31, 2001, were $131,315. 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 8).

     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 March
     31, 2001 and June 30, 2000:
<TABLE>
<CAPTION>
                                       March 31, 2001      June 30, 2000
                                       --------------      -------------
<S>                                    <C>                 <C>
Website                                $      27,135       $   27,135

Less:  Accumulated amortization               (1,807)            (450)
                                       -------------       ----------
                                              25,328                0
                                       -------------        ----------
       Impairment                            (25,328)               0
                                       -------------        ----------
Website                                $           -       $   26,685
                                       =============       ===========
</TABLE>

                                      -12-

<PAGE>

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

                         NOTES TO FINANCIAL STATEMENTS



     Amortization expense for the nine month period ended March 31, 2001 and the
     year ended June 30, 2000 was $1,357 and $450, respectively. As of June 30,
     2000 Management decided to capitalize the Website based on the Company's
     belief that there will be a future benefit derived from the Website. Also,
     the Company felt that there will be an adequate future inflow of cash
     resulting from common stock being issued to third parties in a private
     offering and future revenue derived from operations of the Website. On
     September 30, 2000 the Company decided to impair the Website due to the
     uncertainty of undiscounted future cash flows and the realization that
     there will not be any future benefit resulting from the development of the
     Website.

6.   INCOME TAXES

     No provisions for income taxes have been made because the Company has
     sustained cumulative losses since the commencement of operations. For the
     nine month period ended March 31, 2001 and year ended June 30, 2000, the
     Company had net operating loss carryforwards ("NOL's") of $131,315 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>
                                March 31, 2001    June 30, 2000
                                --------------    -------------
<S>                             <C>                 <C>
 Deferred tax assets            $     51,869        $    22,356
 Valuation allowance                 (51,869)           (22,356)
                                     -------            -------
 Deferred tax asset, net        $          -        $         -
                                ===========         ==========
</TABLE>

     At March 31, 2001 and June 30, 2000, 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 the nine- month periods ended March 31, 2001 and year ended June 30,
     2000, principally due to the following:
<TABLE>
<S>                                                  <C>
                 U.S. statutory tax rate                34%
                 State and local taxes                  5.6
                 Valuation                           (39.5)
                                                      -----
                 Effective rate                          -%
                                                      =====
</TABLE>

                                      -13-

<PAGE>

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

                         NOTES TO FINANCIAL STATEMENTS

7.   ACCOUNTS PAYABLE & ACCRUED EXPENSES

     Accounts payable and accrued expenses at March 31, 2001 & June 30, 2000
     respectively consisted of the following:
<TABLE>
<CAPTION>
                                 March 31,    June 30,
                                  2001          2000
                                  ----          ----
<S>                              <C>        <C>
         Accounts payable        $  4,653   $  54,697
         Shareholder loans            500       2,488
         Accrued expenses           7,330      15,952

                                 $ 12,483   $  73,137
                                 ========   =========
</TABLE>


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 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).

                                      -14-

<PAGE>

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

                         NOTES TO FINANCIAL STATEMENTS

     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.

     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
     nine month period ended March 31, 2001, 550,000 unrestricted common shares
     were issued to 22 non-accredited and unaffiliated investors for cash
     consideration totaling $110,000.

     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).

9.   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.

                                      -15-

<PAGE>

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

                         NOTES TO FINANCIAL STATEMENTS

     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 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., which owns 57% of the Company's issued and
     outstanding common stock.

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

                                      -17-

<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. 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 (INCEPTION) THROUGH MARCH 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 out business
development expenses.

Operating expenses since inception have amounted to $131,315, primarily
consisting of accounting ($23,500), consulting ($10,200), office ($18,315),
legal ($19,519), 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. Website expenses incurred in connection with
management's decision to impair their capitalized asset because undiscounted
future cash flow was uncertain and the future benefit of the website was
undeterminable.

QUARTER ENDED MARCH 31, 2001 AND MARCH 31, 2000

Development stage expenses during the three months ended March 31, 2001 were
$17,609 as compared to $1,315 for the period ended March 31, 2000.

<PAGE>

Expenses for the quarter ended March 31, 2001 were primarily accounting
($2,500), legal ($7,603) and office expenses ($6,000). These expenses are
associated with the Company's quarterly regulatory filings and administrative
services.

Expenses for the quarter ended March 31, 2000 were primarily legal fees ($1,150)
in connection with costs incurred with the formation of the company.

NINE MONTHS ENDED MARCH 31, 2001 AND MARCH 31, 2000

Development stage expenses during the nine months ended March 31, 2001 were
$74,718 as compared to $5,728 for the period ended March 31, 2000.

Expenses for the nine months ended March 31, 2001 were $74,718 primarily
consisting of accounting ($10,500), legal ($15,038), office expense ($18,315)
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 because
undiscounted future cash flow was uncertain and the future benefit of the
website was undeterminable.

Expense for the period June 22, 1999 (Inception) through March 31, 2000 was
$5,728, 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. $27,135 of the website
development cost was capitalized based on management belief that there will be a
future benefits derived from the website plus adequate future inflow of cash
resulting from the issuance of common stock in a private offering to third
parties.

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.

<PAGE>

Liquidity and Capital Resources

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

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

For the nine months ended March 31, 2001, we incurred a net loss of $74,718. Our
accumulated deficit since inception is $131,315. 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
         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: June 6, 2001

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

Date: June 6, 2001