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 March 31, 2001

( )  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934


                        Commission File Number 000-28115

                               INTELLIWORXX, INC.
                               ------------------
                 (Name of Small Business Issuer in its Charter)


            Florida                                      59-3336148
            -------                                      ----------
(State or other jurisdiction of             (IRS Employer Identification Number)
incorporation or organization)

              1819 Main Street, 11th Floor Sarasota, Florida 34236
              ----------------------------------------------------
          (Address of principal executive offices, including zip code)

                                 (941) 365-7790
                                 --------------
                           (Issuer's Telephone Number)

                                       N/A
              ----------------------------------------------------
       (Former name, address and fiscal year, if changes since last year)


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 each of the registrant's classes of
common equity, as of the latest practicable date: As of May 21, 2001, 15,060,906
shares of common stock, no par value (the registrant's only class of voting
stock) were outstanding.

<PAGE>


                          PART I-FINANCIAL INFORMATION


Item 1. FINANCIAL STATEMENTS


                          INDEX TO FINANCIAL STATEMENTS




Independent Auditors' Report                                                   3

Consolidated Balance Sheet                                                     4

Consolidated Statements of Operations                                          5

Consolidated Statement of Stockholders' Equity (Deficit)                       6

Consolidated Statements of Cash Flows                                          7

Notes to the Consolidated Financial Statements                                 8




                                       2
<PAGE>


ALESSANDRI & ALESSANDRI, P.A.
Certified Public Accountants
--------------------------------------------------------------------------------

                          Independent Auditors' Report


Intelliworxx, Inc.
Sarasota, Florida


     We have reviewed the accompanying consolidated balance sheets of
Intelliworxx, Inc. ("Company") as of March 31, 2001 and 2000 and the related
condensed consolidated statements of operations, stockholders' equity, and cash
flows for the three month periods then ended, in accordance with Statements on
Standards for Accounting and Review Services issued by the American Institute of
Certified Public Accountants. All information included in these financial
statements is the representation of the management of Intelliworxx, Inc.

     A review consists principally of inquiries of Company personnel and
analytical procedures applied to financial data. It is substantially less in
scope than an audit in accordance with generally accepted auditing standards,
the objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.

     Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements in order for them to be
in conformity with accounting principles generally accepted in the United States
of America.

     As discussed in Note 2 to the condensed financial statements, certain
conditions indicate that there is substantial doubt about the Company's ability
to continue as a going concern. The accompanying condensed financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.



                                             /s/ Alessandri & Alessandri, P.A.
                                             ---------------------------------
                                             Alessandri & Alessandri, P.A.


May 21, 2001


--------------------------------------------------------------------------------
                            Accountants & Consultants
             5121 Ehrlich Road * Suite 107-B * Tampa, Florida 33624
                       (813) 969-1995 * Fax (813) 960-2740
Member: American Institute of Certified Public Accountants/Division of CPA Firms
           * Member: Florida Institute of Certified Public Accountants


                                       3
<PAGE>
<TABLE>
<CAPTION>

                                          INTELLIWORXX, INC.
                                           and Subsidiaries
                                     CONSOLIDATED BALANCE SHEETS
                                       MARCH 31, 2001 AND 2000


                                                ASSETS
                                                                                         March 31,
                                                                               ----------------------------
                                                                                   2001            2000
                                                                               ------------    ------------
<S>                                                                            <C>             <C>
CURRENT ASSETS
  Cash (certain amounts restricted to subsidiary operations)                   $  2,485,448    $    471,113
  Accounts receivable-trade                                                       1,143,700         317,318
  Inventory (at acquisition cost-not in excess of market)                         1,303,338       1,473,689
  Other receivables and prepaid expenses                                             21,545         352,330
                                                                               ------------    ------------
                            Total Current Assets                                  4,954,031       2,614,450
                                                                               ------------    ------------

EQUIPMENT AND FURNITURE
  Equipment and furniture, at cost  (net of depreciation of $459,662 and
     $242,893 respectively)                                                         441,387         422,865
                                                                               ------------    ------------

OTHER ASSETS
  Deferred costs of computer software under development                             741,371
  Software license, at cost  (net of amortization of $38,735 and
     $24,909 respectively)                                                           32,695         189,621
  Employee notes receivable and other                                                78,685         122,502
                                                                               ------------    ------------
                             Total Other Assets                                     852,751         312,123
                                                                               ------------    ------------

                                   TOTAL                                       $  6,248,169    $  3,349,438
                                                                               ============    ============


                          LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Notes and capitalized leases payable                                         $  1,617,402    $     28,409
  Accounts payable and accrued liabilities                                        4,204,439       1,061,575
  Other                                                                             148,121         273,570
  Accrued litigation (net of restricted donated capital of $2,000,000)              700,000               1
                                                                               ------------    ------------
                         Total Current Liabilities                                6,669,962       1,363,555
                                                                               ------------    ------------

LONG-TERM LIABILITIES:
  Notes and capitalized leases payable (less current portion of $30,930  and
     $28,409 respectively                                                         1,014,382          14,433
                                                                               ------------    ------------

                                                    Total Liabilities             7,684,344       1,377,988
                                                                               ------------    ------------

MINORITY INTEREST                                                                 2,354,194
                                                                               ------------    ------------

STOCKHOLDERS' EQUITY
   Preferred stock - no par value; 25,000,000 shares authorized; none issued
   Common stock - no par value; 100,000,000 shares authorized; shares
      issued and outstanding  15,060,906 and 17,189,771 respectively              8,899,222       8,857,156
   Donated capital (restricted)                                                   2,000,000       2,000,000
   Retained earnings (deficit)                                                  (14,689,591)     (8,885,706)
                                                                               ------------    ------------
                         Total Stockholders' Equity                              (3,790,369)      1,971,450
                                                                               ------------    ------------

                                   TOTAL                                       $  6,248,169    $  3,349,438
                                                                               ============    ============


                              See Notes to Consolidated Financial Statements.

                                                    4
<PAGE>

                               INTELLIWORXX, INC.
                                and Subsidiaries
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000


                                                            March 31,
                                                 ------------------------------
                                                     2001              2000
                                                 ------------      ------------

REVENUES                                         $  1,639,884      $    539,512

COST OF REVENUES                                    1,113,504           401,450
                                                 ------------      ------------

GROSS PROFIT                                          526,380           138,062
                                                 ------------      ------------

OPERATING EXPENSES:
  General and administrative                          445,427           510,710
  Sales and marketing                                 453,387           350,289
  Research and development                            320,627           360,394
  Depreciation and amortization                        56,964            46,242
                                                 ------------      ------------
            Total Operating Expenses                1,276,405         1,267,635
                                                 ------------      ------------

LOSS BEFORE OTHER ITEMS                              (750,025)       (1,129,573)

OTHER INCOME & EXPENSE
  Interest and miscellaneous income                     6,741            11,720
  Interest expense                                    (74,447)         (106,188)
  Minority interest                                   204,191
  Litigation expense                                                 (2,000,000)
                                                 ------------      ------------


NET LOSS                                         $   (613,540)     $ (3,224,041)
                                                 ============      ============



Loss per share                                   $      (0.04)     $      (0.20)

Weighted average number of shares                  15,494,239        16,158,780



                 See Notes to Consolidated Financial Statements.

                                       5
<PAGE>

                                   INTELLIWORXX, INC.
                                    and Subsidiaries
                CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                   FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000

                                                                               Retained
                                                     Common Stock              Earnings
                                               Shares            $            (Deficit)
                                            ------------    ------------    ------------

    Balance, December 31, 2000                16,060,906    $ 10,960,222    $(14,076,051)

Repurchase and retirement of common stock
    from founder                              (1,000,000)        (61,000)
Net Income (Loss)                                                               (613,540)
                                            ------------    ------------    ------------

    Balance, March 31, 2001                   15,060,906    $ 10,899,222    $(14,689,591)
                                            ============    ============    ============



    Balance, December 31, 1999                15,199,166    $  1,929,848    $ (5,661,665)

Issuance of shares for notes payable           1,127,047       3,944,734
Sale of common stock                             863,558       2,982,574
Donated capital-(restricted)                                   2,000,000
Net Income (Loss)                                                             (3,224,041)
                                            ------------    ------------    ------------

    Balance, March 31, 2000                   17,189,771    $ 10,857,156    $ (8,885,706)
                                            ============    ============    ============




                     See Notes to Consolidated Financial Statements.

                                           6
<PAGE>

                                     INTELLIWORXX, INC.
                                      and Subsidiaries
                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                     FOR THE THREE MONTHS ENDING MARCH 31, 2001 AND 2000


                                                                    Three Months Ended
                                                             ---------------------------------
                                                             March 31, 2001     March 31, 2000
                                                             --------------     --------------

CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
Net Loss From Operations:                                     $  (613,540)       $(3,224,041)
Add: Non-Cash Items
     Depreciation, amortization and allowance                      56,964             46,242
     Litigation expense                                                            2,000,000
     Allowance for inventory obsolescence                        (124,993)
     Minority Interest                                          1,959,075
Changes in Assets and Liabilities:
     Accounts receivable                                           38,312           (433,259)
     Inventory                                                     36,173           (425,138)
     Prepaid expenses and other assets                             (5,559)           (45,059)
     Accounts payable & other accrued expenses                    126,763           (627,459)
                                                              -----------        -----------

Net Cash To Operating Activities                                1,473,195         (2,708,714)
                                                              -----------        -----------

CASH FLOWS FROM (TO) INVESTING ACTIVITIES:
Acquisition of equipment, furniture and software licenses         (77,306)          (104,692)
Proceeds from payment of notes receivable                                            111,535
Notes receivable                                                     (256)           (53,000)
                                                              -----------        -----------

Net Cash From (To) Investing Activities                           (77,562)           (46,157)
                                                              -----------        -----------

CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
Proceeds from borrowings                                          410,000            710,000
Repayment of borrowings                                           (41,518)          (927,878)
Proceeds from sale of common stock                                                 2,982,574
Repurchase of common shares from founder                          (61,000)
                                                              -----------        -----------

Net Cash From Financing Activities                                307,482          2,764,696
                                                              -----------        -----------

Increase (decrease) in Cash                                     1,703,115              9,825
Cash Balance, Beginning                                           782,333            461,288
                                                              -----------        -----------
Cash Balance, Ending                                          $ 2,485,448        $   471,113
                                                              ===========        ===========



Supplemental Disclosures of Cash Flow Information:
     Interest Expense-Paid                                    $    74,447        $   411,016
                                                              ===========        ===========


                     See Notes to Consolidated Financial Statements.

                                        7
</TABLE>
<PAGE>


                               INTELLIWORXX, INC.
                                and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2001
--------------------------------------------------------------------------------

1. HISTORY AND OPERATIONS
-------------------------

Intelliworxx, Inc. ("Company"), was organized on February 12, 1998 under the
laws of the State of Florida. Since inception, the Company's primary business
has been the development of specialized computer program applications and
certain related computer hardware.

The Company has subsidiaries, Mediworxx, Inc. ("Mediworxx(TM)") and Comworxx,
Inc. ("Comworxx(TM)"), formed as Florida corporations in April and May 2000
respectively. Financial statements of Mediworxx and Comworxx have been
consolidated with those of the Company. Mediworxx intends to provide high
quality, secure information systems to support medical delivery and the billing
process, which will assist providers in reducing costs, eliminating waste and
ensuring quality while complying with the complex rules and regulations
applicable to the healthcare industry. Comworxx intends to provide telematics
services, which is the combination of wireless telecommunications (cellular and
GPS) and information technology networks (internet), and hardware to the
automotive marketplace. This technology enables the development and marketing of
online services for mobile users on a client specific basis. At March 31, 2001,
the Company owned 49% of Comworxx and 95.5% of Mediworxx.


2. BASIS OF ACCOUNTING
----------------------

The accompanying unaudited consolidated financial statements have been prepared
in U.S. Dollars and include the accounts of the Company and its subsidiaries.
Such financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America for interim
financial information. All significant intercompany accounts have been
eliminated. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. The Company has included Comworxx (49% owned as of January
16, 2001) in its consolidated financial statements because the Company believes
that it has effective control under the terms of a shareholder agreement. Such
agreement provides for equal representation on the board of directors; common
management personnel between the Company and Comworxx; and, an outstanding
warrant to the Company to purchase 1 million common shares of Comworxx which, if
exercised, would result in the Company owning 55% of Comworxx. In the opinion of
management, all material adjustments considered necessary for a fair
presentation have been made.

                                       8
<PAGE>


The financial statements of the Company as of March 31, 2001 and 2000 and for
the three-month periods then ended have been prepared on the basis that the
Company is a going concern, which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business. For the period
from inception, February 12, 1998, to March 31, 2001, the Company has incurred
losses totaling $14,689,591, which has significantly impacted the liquidity and
capital resources of the Company, and raises substantial doubt about the ability
of the Company to continue as a going concern. No adjustments have been recorded
in the financial statements of the Company to reflect the uncertainty of the
going concern and the related realization of assets and satisfaction of
liabilities. Since inception, February 12, 1998, to March 31, 2001, the Company
has met its cash needs primarily from short- and long-term borrowings, private
placements of its and its subsidiaries common shares, and from revenues from
operations. Management expects to achieve its future cash needs from a
combination of sales of its and its subsidiaries' equity securities and
borrowings, pending attainment of profitable operations.


3. INVENTORIES
--------------

At March 31, 2001, inventories totaled $1,303,338 and were comprised of Raw
Material of $1,183,889 and Finished Stock of $119,449.


4. COMMON STOCK
---------------

The Company is authorized to issue 100,000,000 shares of common stock. Dividends
are available when declared by the Company. At March 31, 2001, there were
15,060,906 of the common shares outstanding.


5. REVENUES
-----------

During the three months ended March 31, 2001, the Company recorded total
revenues of $1,639,884, which consisted of $1,187,005 from product sales and
$452,879 from engineering and development project revenues. Three customers
accounted for approximately 70% of the Company's total revenues during the three
months ended March 31, 2001.


6. LEGAL
--------

During the ordinary course of business, the Company is subject to pending claims
and legal actions. In the opinion of management, the ultimate resolution of
these types of claims and/or legal proceedings, if any, will not have a material
adverse effect on the operations and financial position of the Company.

                                       9
<PAGE>


District of Florida (Case Number 98-CIV-1392-T-23B) rendered a verdict against
parties including the Company. The case involved interference with a certain
prospective customer relationship of the plaintiff. Enforcement of the $12
million judgment was stayed pending a hearing to set aside or limit the judgment
to an amount consistent with the legal principles governing the case. On July18,
2000 the Federal court, as a result of post-trial motions, ordered a new trial
with respect to the amount of damages amount, and urged the parties to engage in
settlement discussions.

On November 2, 2000, the Company entered into a settlement agreement to settle
the judgment and avoid retrying the damage award. Under the terms of the
agreement, the Company was required to pay $700,000 by December 15, 2000. By
informal mutual consent, the date of closing and time of payment was extended,
and the parties agreed in principle to payment terms for the cash portion of the
settlement. In May 2001 the parties agreed to adjourn further action on the
litigation until the negotiation and execution of documents reflecting the
revised settlement terms.

Certain officers/directors of the Company previously contributed 571,430 of
their common shares of the Company as indemnification of the judgment. In
accordance with the revised settlement agreement, and an escrow agreement,
570,000 of such shares will be placed in escrow. A sufficient number of such
shares having a market value of up to $2,275,000 are to be released from escrow
to the plaintiff on January 2, 2002 for possible sale. The Company will also
make available an additional 330,000 common shares, or portions thereof, on such
date in the event the market value of the 570,000 shares is less than
$2,275,000. On November 2, 2002, any of the unsold 570,000 shares, or, if
necessary, any of the unsold 330,000 common shares, plus additional common
shares up to a maximum of 600,000, will be made available by the Company to
provide to the plaintiff shares having a market value of up to $2,275,000. The
Company will retain any unsold shares, and also has the option to pay the
aforementioned amounts at any time. As security for the settlement agreement,
the two officer/director (one of whom has since left the Company), have agreed
to pledge 525,000 of their personally owned shares of the Company.


7. EARNINGS (LOSS) PER SHARE
----------------------------

Earnings (loss) per share is based upon the weighted average number of common
shares outstanding during the period. Diluted earnings (loss) per share is not
presented because the outstanding options and warrants to purchase common shares
would cause an anti-dilutive affect upon the diluted earnings (loss) per share.


8. RECLASSIFICATIONS
--------------------

Certain amounts for the three-month period ended March 31, 2000 have been
reclassified to conform to the three-month period ended March 31, 2001
presentation.

                                       10
<PAGE>


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

Introduction
------------

This discussion summarizes the significant factors affecting the operating
results, financial condition and liquidity/cash flow of the Company during the
three-month periods ending March 31, 2001 and March 31, 2000. This item should
be read in conjunction with the consolidated financial statements and notes to
the consolidated financial statements included herewith.

Results of Operations
---------------------

Revenues for the three-month period ended March 31, 2001 were approximately
$1,600,000, which was approximately $1,100,000 more than revenues in the
comparable quarter of the prior year, or an increase of approximately 200%.
Revenues for the current period from product sales totaled approximately
$1,181,000 while engineering and Mentoring project contracts ("Development
Contracts") totaled approximately $453,000. Revenues for the three-month period
ended March 31, 2000 totaled approximately $540,000 split evenly between product
sales and Development Contracts. At March 31, 2001, the Company's backlog
totaled approximately $1,200,000, compared to approximately $750,000 at March
31, 2000.

Cost of revenues for the three months ended March 31, 2001 totaled approximately
$1,114,000, as compared to approximately $401,000 for the same period in 2000.
Gross Profit as a percentage of sales increased from 26% for the three months
ended March 31, 2000 to 32% for the three months ended March 31, 2001. The
improvement is a result of the sale of higher margin products and increased
efficiencies related to volume.

Selling, general and administrative ("SG&A") expenses for the three months ended
March 31, 2001 totaled approximately $899,000, an increase of 4% over the same
period last year ($861,000). The slight increase is a result of the addition of
Comworxx and Mediworxx and their SG&A related expenses offsetting reductions in
SG&A expenses in Intelliworxx. Research and Development ("R&D") expenses for the
three-month period ended March 31, 2001 totaled approximately $321,000, a
decrease of 11% from the same period last year ($360,000). This decrease in R&D
expense reflects the Company's efforts to streamline its R&D departments and the
allocation of R&D costs related to Development Contracts to cost of revenue.

Liquidity and Capital Resources
-------------------------------

The Company has financed its operations and capital expenditures primarily
through short- and long-term loans, the sale of the Company's common stock, the
sale of common stock of its subsidiaries and cash flow from operations. The
Company has also used long-term, capitalized lease transactions to finance
capital expenditures. For the three-month period ending March 31, 2001, the
Company's primary sources of cash were from (a) the sale of common stock of
Comworxx totaling approximately $2,200,000 to the joint owner of Comworxx,

                                       11
<PAGE>


although this capital is restricted for Comworxx use and is not available to the
Company for its working capital needs and (b) from the collection of receivables
totaling approximately $1,700,000. Cash was also provided through other
financing activities totaling $410,000. The Company's cash totaled approximately
$2,485,000 on March 31, 2001. Capital expenditures for the three months ended
March 31, 2001 totaled approximately $77,000.

In 2000, the joint owner of Comworxx loaned the Company $1 million, which was
used by the Company to acquire additional shares of Comworxx. The loan is due
June 1, 2002 and interest is payable quarterly at the annual rate of 10% per
annum. Interest to date has been accrued. The joint owner and the Company have
agreed to a payment schedule for all interest payments in arrears. The loan is
secured by a pledge of all of the shares owned by the Company in Comworxx (49%).
The loan is also convertible at the option of Comroad AG into 1.635% of the
Company's outstanding common stock at the time of conversion.

The Company is presently seeking significant additional capital to support its
operations. If sufficient capital is not raised, of which there can be no
assurance, the Company's operations could be severely curtailed or disrupted.





                                       12
<PAGE>


                                     PART II
                                OTHER INFORMATION

Item 1. LEGAL

District of Florida (Case Number 98-CIV-1392-T-23B) rendered a verdict against
parties including the Company. The case involved interference with a certain
prospective customer relationship of the plaintiff. Enforcement of the $12
million judgment was stayed pending a hearing to set aside or limit the judgment
to an amount consistent with the legal principles governing the case. On July18,
2000 the Federal court, as a result of post-trial motions, ordered a new trial
with respect to the amount of damages amount, and urged the parties to engage in
settlement discussions.

On November 2, 2000, the Company entered into a settlement agreement to settle
the judgment and avoid retrying the damage award. Under the terms of the
agreement, the Company was required to pay $700,000 by December 15, 2000. By
informal mutual consent, the date of closing and time of payment was extended,
and the parties agreed in principle to payment terms for the cash portion of the
settlement. In May 2001 the parties agreed to adjourn further action on the
litigation until the negotiation and execution of documents reflecting the
revised settlement terms.

Certain officers/directors of the Company previously contributed 571,430 of
their common shares of the Company as indemnification of the judgment. In
accordance with the revised settlement agreement, and an escrow agreement,
570,000 of such shares will be placed in escrow. A sufficient number of such
shares having a market value of up to $2,275,000 are to be released from escrow
to the plaintiff on January 2, 2002 for possible sale. The Company will also
make available an additional 330,000 common shares, or portions thereof, on such
date in the event the market value of the 570,000 shares is less than
$2,275,000. On November 2, 2002, any of the unsold 570,000 shares, or, if
necessary, any of the unsold 330,000 common shares, plus additional common
shares up to a maximum of 600,000, will be made available by the Company to
provide to the plaintiff shares having a market value of up to $2,275,000. The
Company will retain any unsold shares, and also has the option to pay the
aforementioned amounts at any time. As security for the settlement agreement,
the two officer/director (one of whom has since left the Company), have agreed
to pledge 525,000 of their personally owned shares of the Company.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

INDEX TO EXHIBITS

None

REPORTS ON FORM 8K

None


                                       13
<PAGE>


                                   SIGNATURES

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

                                          INTELLIWORXX, INC.


Date: May 21, 2001                        by: /s/ Oscar J. Williams
------------------                        -------------------------
                                          Oscar J. Williams, Chairman of the
                                          Board, Chief Executive Officer and
                                          President





                                       14