U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
(Mark One)

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

               For the quarterly period ending September 30, 2000.

[ ]  TRANSACTION  REPORT  PURSUANT  SECTION  13 OR 15 (d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

           For the transition period from __________ to ____________.

                         Commission file number 0-22678

                                   XAIBE, INC.
        ----------------------------------------------------------------
        (Exact name of small business issuer as specific in its charter)

            Nevada                                        76-0594907
--------------------------------            ------------------------------------
(State of other jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or organization)

               13100 N.W. Freeway, Suite 130, Houston, Texas 77040
              -----------------------------------------------------
                    (Address of principal executive offices)

                                 (713) 690-9233
                           ---------------------------
                           (Issuer's telephone number)

                     2400 Loop 35, #1502, Alvin, Texas 77512
              ----------------------------------------------------
              (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 []

     State the  number of shares  outstanding  of the  Issuer's  class of common
equity, as of the latest practicable date: common stock,  $0.001 par value as of
November 1, 2000: 14,959,705 shares

     Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
<PAGE>


                                   XAIBE, INC.

                                   FORM 10-QSB

                                      INDEX

                                                                     Page No.
                                                                    -----------
PART I.  FINANCIAL INFORMATION

         Item 1.  Financial Statements

         Balance Sheets as of September 30, 2000 and June 30, 2000..........3

         Statements of Operations for the Three months
         ended September 30, 2000 and 1999..................................4

         Statements of Cash Flows for the Three months ended
         September 30, 2000 and 1999........................................5

         Notes to Financial Statements......................................6

         Item 2.  Management's Discussion and Analysis or
                  Plan of Operations........................................8

PART II           OTHER INFORMATION

         Item 6   Exhibits and Reports on Form 8-K..........................9
<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1.  Financial Statements

                                   XAIBE, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                                 BALANCE SHEETS

<TABLE>

                                                              September 30,       June 30,
                                                                  2000              2000
ASSETS:                                                        (unaudited)       ----------
                                                              --------------
<S>                                                           <C>                <C>

Current Assets:
         Cash                                                     $ 939             $ 939

Other Assets:
         License Rights                                           1,000             1,000
                                                                --------          --------
          Total Assets                                          $ 1,939           $ 1,939
                                                                ========          ========
LIABILITIES AND STOCKHOLDER'S EQUITY CURRENT LIABILITIES:

Current Liabilities:
         Accounts Payable, Trade                                  $ 500             $ 500

Stockholders' Equity:

         Common Stock, $0.001 Par Value,
          10,000,000 shares authorized,
          1,600,000 shares issued and outstanding                 1,600             1,600

         Additional Paid-in Capital                              19,900            19,900

         Deficit Accrued During the Development Stage           (20,061)          (20,061)
                                                                --------          --------
         Total Stockholders' Equity                               1,439             1,439
                                                                --------          --------
         Total Liabilities and Stockholders' Equity             $ 1,939           $ 1,939
                                                                ========          ========
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                       3
<PAGE>


                                   XAIBE INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                             STATEMENT OF OPERATIONS
                                   (Unaudited)

                                       For the Three Months Ended September 30,
                                       ----------------------------------------
                                            2000                 1999
                                          --------             ---------

Revenues                                 $         0            $      0

Operating Expenses                                 0               8,291
                                           ----------           ----------
Net income (loss) for the period         $         0            $ (8,291)
                                           ==========           ==========
Net income (loss) per share              $      0.00            $  (0.01)
                                           ==========           ==========
Weighted average number of common shares
outstanding                                1,600,000           1,600,000
                                           ==========          ===========



    The accompanying notes are an integral part of these financial statements

                                       4
<PAGE>
                                   XAIBE INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                             STATEMENT OF CASH FLOWS
                                   (Unaudited)

                                                 For the Three Months
                                                  Ended September 30,
                                                --------------------------
                                                 2000                1999
                                                ------              ------

Cash Flows From Operating Activities:
   Net income (loss)                                0               (8,291)
   Adjustments to reconcile net income (loss)
     to cash flow from operating activities:
         Increase in licensing rights               0               (1,000)
         Increase in deferred offering costs        0              (10,005)
                                                ------            ----------
   Net cash provided by (used in) operating
     activities                                     0              (19,296)
                                                ------            ----------
Cash Flows From Financing Activities:

   Issuance of common stock                         0                21,500
                                                ------            ----------
Net increase in cash for the period                 0                 2,204

Cash, beginning of period                         939                     0
                                                ------            ----------
Cash, end of period                           $   939          $      2,204
                                                ======            ==========



    The accompanying notes are an integral part of these financial statements

                                       5
<PAGE>

                                   XAIBE INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000

1.   Interim Presentation

The interim  consolidated  financial  statements  are  prepared  pursuant to the
requirements for reporting on Form 10-QSB.  The June 30, 2000 balance sheet data
was  derived  from  audited  financial  statements  but  does  not  include  all
disclosures  required by generally accepted accounting  principles.  The interim
financial  statements and notes thereto  should be read in conjunction  with the
financial  statements  and notes  included in the Company's  Form 10-KSB for the
year ended June 30, 2000. In the opinion of  management,  the interim  financial
statements  reflect all adjustments of a normal recurring nature necessary for a
fair  statement of the results for the interim  periods  presented.  The current
period  results of operations  are not  necessarily  indicative of results which
ultimately will be reported for the full year ending June 30, 2001.

2.   Stock Split

On  September  13,  2000,  the  Company  declared a 4-for-1  stock split for all
shareholders of record on that date.

3.   Subsequent Events

PolarShield Acquisition
-----------------------
On October 27, 2000, the Company completed an exchange (the "Exchange") pursuant
to which the Company issued an aggregate of 5,559,705  shares of common stock in
exchange for 97.9% of the  outstanding  shares of common  stock of  PolarShield,
Inc.  ("PolarShield").  Pursuant  to the terms of the  Exchange,  each  share of
PolarShield common stock was exchangeable for one share of Company common stock.
As a result of the Exchange, PolarShield became a subsidiary of the Company.

In connection with the Exchange all  convertible  preferred  stock,  options and
warrants to purchase shares of PolarShield common stock outstanding  immediately
prior  to the  consummation  of  the  Exchange  were  assumed  by  the  Company.
PolarShield has 1,629,550 shares of preferred stock  outstanding  which, 45 days
following the first quote on the Company's  common stock, at the election of the
holder,  is:  (i)  convertible  into one share of  common  stock,  subject  to a
"lock-up" for a period of 18 months following conversion,  (ii) convertible into
a number of shares of common stock  determined  by  dividing,  for each share of
preferred stock, 1 by 50% of the closing bid price of the Company's common stock
on the 30th calendar day following the first quote, subject to a "lock-up" for a
period of 12  months  following  conversion,  or (iii)  redeemable  at $1.15 per
share.  The  preferred  shares are  convertible  based on 50% of the closing bid
price if the holder fails to make an election.

                                       6
<PAGE>

PolarShield, a Nevada corporation formed in 1998, is engaged in the marketing of
energy management and conservation  solutions  utilizing a patented  refrigerant
process (the "Process")  designed to improve efficiency of heating,  ventilation
and air condition and refrigerant systems.

Pursuant  to the  terms of the  Exchange,  John  Bauska  and  Dorothy  Mortenson
resigned as officers and directors of the Company and Jimmy Farmer was appointed
sole director and President of the Company.

In connection with the Exchange,  the Company relocated its principal offices to
the offices of PolarShield  located at 13100 N.W.  Freeway,  Suite 130, Houston,
Texas 77040.

Acquisition of International Rights
-----------------------------------
Simultaneous  with closing of the  Exchange,  the Company  acquired  from Energy
Technologies Group, Inc. the international  marketing rights with respect to the
Process in exchange for 3,000,000 shares of common stock.

                                       7
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

General

Xaibe,  Inc. was formed in July 1998 to produce and distribute a licensed oxygen
enriched water product for fish farming, aquaculture, mariculture, the husbandry
of poultry and for remediating animal waste from dairies,  feedlots of all kinds
and for other similar uses.

Through  June 2000,  the  Company's  operations  had been  limited to efforts to
implement its business plan. No revenues have been generated from those revenues
to date.

During  the  quarter  ended   September  30,  2000,  the  Company  entered  into
discussions with PolarShield,  Inc.  ("PolarShield")  with respect to a possible
combination of the Company and PolarShield.  The Company and PolarShield entered
into an Exchange  Agreement on September  29, 2000 pursuant to which the Company
agreed to acquire  PolarShield  with management of PolarShield to assume control
of the combined companies.

On October 27, 2000, the Company completed an exchange (the "Exchange") pursuant
to which the Company issued an aggregate of 5,559,705  shares of common stock in
exchange for 97.9% of the  outstanding  shares of common  stock of  PolarShield.
Pursuant to the terms of the Exchange,  each share of  PolarShield  common stock
was  exchangeable  for one share of  Company  common  stock.  As a result of the
Exchange, PolarShield became a subsidiary of the Company.

In connection with the Exchange all  convertible  preferred  stock,  options and
warrants to purchase shares of PolarShield common stock outstanding  immediately
prior  to the  consummation  of  the  Exchange  were  assumed  by  the  Company.
PolarShield has 1,629,550 shares of preferred stock  outstanding  which, 45 days
following the first quote on the Company's  common stock, at the election of the
holder,  is:  (i)  convertible  into one share of  common  stock,  subject  to a
"lock-up" for a period of 18 months following conversion,  (ii) convertible into
a number of shares of common stock  determined  by  dividing,  for each share of
preferred stock, 1 by 50% of the closing bid price of the Company's common stock
on the 30th calendar day following the first quote, subject to a "lock-up" for a
period of 12  months  following  conversion,  or (iii)  redeemable  at $1.15 per
share.  The  preferred  shares are  convertible  based on 50% of the closing bid
price if the holder fails to make an election.

PolarShield, a Nevada corporation formed in 1998, is engaged in the marketing of
energy management and conservation  solutions  utilizing a patented  refrigerant
process (the "Process")  designed to improve efficiency of heating,  ventilation
and air condition and refrigerant systems.

Following the Exchange, management adopted the business plan of PolarShield.

                                       8
<PAGE>

Results of Operations

Other than efforts relating to the Exchange,  the Company  conducted no material
operations  during the quarter ended September 30, 2000. During the same quarter
in 1999,  the  Company's  operations  were limited to efforts to  implement  its
original business plan.

As a result of the limited  activities  during  both the current  period and the
corresponding  period in 1999,  the Company  reported no revenues  during either
period.

Liquidity and Capital Resources

At  September  30,  2000,  the  Company  had a cash  balance of $939 and working
capital of $439,  unchanged  from June 30,  2000.  At that date,  the Company no
substantial  commitments  and no long-term  liabilities  with  operations  being
funded by management.

With the  acquisition of  PolarShield  in October 2000, the Company's  financial
resources and capital requirements will be substantially those of PolarShield.

                           PART II - OTHER INFORMATION

ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K.

     (a)  Exhibits

           Number            Description
          --------          --------------

            27.1             Financial Data Schedule

     (b)  Reports on Form 8-K

          None


                                       9
<PAGE>
                                    SIGNATURE

     In accordance with the requirements of the Securities Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                         XAIBE, INC.



Dated: November 17, 2000           By: /s/ Jimmy Farmer
                                      ----------------------------------------
                                         Jimmy Farmer
                                         Chief Executive Officer and Principal
                                         Financial Officer