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 June 30, 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)

                      2065 Cantu Court, Sarasota, FL 34232
                      ------------------------------------
          (Address of principal executive offices, including zip code)

                                 (941) 378-8822
                                 --------------
                           (Issuer's Telephone Number)

              1819 Main Street, 11th Floor, Sarasota, Florida 34236
              -----------------------------------------------------
       (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 August 17, 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 June 30, 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.

August 20, 2001

--------------------------------------------------------------------------------
                            Accountants & Consultants
             5121 Ehrlich Road o Suite 107-B o Tampa, Florida 33624
                       (813) 969-1995 o 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
                                         JUNE 30, 2001 AND 2000

                                                 ASSETS
                                                                                         June 30,
                                                                                   2001            2000
                                                                               ------------    ------------
CURRENT ASSETS
<S>                                                                            <C>             <C>
  Cash (certain amounts restricted to subsidiary operations)                   $  1,929,969    $     95,909
  Accounts receivable-trade                                                       1,027,224         318,474
  Inventory (at acquisition cost-not in excess of market)                         1,260,983       1,682,576
  Other receivables and prepaid expenses                                            234,186         107,855
                                                                               ------------    ------------
                          Total Current Assets                                    4,452,362       2,204,814
                                                                               ------------    ------------

EQUIPMENT AND FURNITURE
  Equipment and furniture, at cost  (net of depreciation of $343,122 and
     $289,421 respectively)                                                         423,370         422,687
                                                                               ------------    ------------

OTHER ASSETS
  Deferred costs of computer software under development                             741,372            --
  Software license, at cost  (net of amortization of $42,306 and
     $28,135 respectively)                                                           29,124         186,395
  Employee notes receivable and other                                                91,978          84,895
                                                                               ------------    ------------
                           Total Other Assets                                       862,474         271,290
                                                                               ------------    ------------

                                 TOTAL                                         $  5,738,206    $  2,898,791
                                                                               ============    ============


                        LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Notes and capitalized leases payable                                         $  2,561,274    $     37,352
  Accounts payable and accrued liabilities                                        4,598,038       2,041,744
  Other                                                                              50,997         322,771
  Accrued litigation (net of restricted donated capital of $2,000,000)              700,000               1
                                                                               ------------    ------------
                       Total Current Liabilities                                  7,910,309       2,401,868
                                                                               ------------    ------------

LONG-TERM LIABILITIES:
  Capitalized leases payable (less current portion of $9,800 and
     $37,352 respectively                                                            11,844          21,812
                                                                               ------------    ------------

                                                    Total Liabilities             7,922,153       2,423,680
                                                                               ------------    ------------

MINORITY INTEREST                                                                 2,097,552            --
                                                                               ------------    ------------

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 17,207,771 respectively              8,899,222       8,943,988
   Donated capital (restricted)                                                   2,000,000       2,000,000
   Retained earnings (deficit)                                                  (15,180,721)    (10,468,877)
                                                                               ------------    ------------
                       Total Stockholders' Equity                                (4,281,499)        475,111
                                                                               ------------    ------------

                                 TOTAL                                         $  5,738,206    $  2,898,791
                                                                               ============    ============


                            See Notes to Consolidated Financial Statements.

                                                   4

<PAGE>

                                       INTELLIWORXX, INC.
                                        and Subsidiaries
                              CONSOLIDATED STATEMENTS OF OPERATIONS
                    FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000



                                       Three Months Ended June 30,      Six Months Ended June 30,
                                       ----------------------------    ----------------------------
                                           2001            2000            2001            2000
                                       ------------    ------------    ------------    ------------

REVENUES                               $  1,135,399    $  1,311,099    $  2,775,283    $  1,850,611

COST OF REVENUES                            684,787       1,014,979       1,798,291       1,416,429
                                       ------------    ------------    ------------    ------------

GROSS PROFIT                                450,612         296,120         976,992         434,182
                                       ------------    ------------    ------------    ------------

OPERATING EXPENSES:
  General and administrative                550,963         837,277         996,390       1,347,987
  Sales and marketing                       387,178         470,231         840,565         820,520
  Research and development                  141,477         502,561         462,104         862,955
  Depreciation and amortization              58,350          49,753         115,314          95,995
                                       ------------    ------------    ------------    ------------
            Total Operating Expenses      1,137,968       1,859,822       2,414,373       3,127,457
                                       ------------    ------------    ------------    ------------

LOSS BEFORE OTHER ITEMS                    (687,356)     (1,563,702)     (1,437,381)     (2,693,275)

OTHER INCOME & EXPENSE
  Interest and miscellaneous income           5,753             883          12,494          12,604
  Interest expense                          (66,168)        (20,353)       (140,615)       (126,541)
  Minority interest                         256,641            --           460,832            --
  Litigation expense                           --              --              --        (2,000,000)
                                       ------------    ------------    ------------    ------------


NET LOSS                               $   (491,130)   $ (1,583,172)     (1,104,670)   $ (4,807,212)
                                       ============    ============    ============    ============




Loss per share                         $      (0.03)   $      (0.09)   $      (0.07)   $      (0.29)

Weighted average number of shares        15,060,906      17,191,551      15,276,376      16,675,165



                          See Notes to Consolidated Financial Statements.

                                                5
<PAGE>

                                      INTELLIWORXX, INC.
                                       and Subsidiaries
                  CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                   FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 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)

Net Income (Loss)                                          --              --          (491,130)
                                                   ------------    ------------    ------------

   Balance, June 30, 2001                            15,060,906    $ 10,899,222    $(15,180,721)
                                                   ============    ============    ============


   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)                                          --              --        (3,224,040)
                                                   ------------    ------------    ------------

   Balance, March 31, 2000                           17,189,771      10,857,156      (8,885,705)

Shares issued for services rendered-(restricted)         18,000          86,832            --
Net Income (Loss)                                          --              --        (1,583,172)
                                                   ------------    ------------    ------------

   Balance, June 30, 2000                            17,207,771    $ 10,943,988    $(10,468,877)
                                                   ============    ============    ============


                       See Notes to Consolidated Financial Statements.

                                             6
<PAGE>

                                  INTELLIWORXX, INC.
                                   and Subsidiaries
                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE SIX MONTHS ENDING JUNE 30, 2001 AND 2000


                                                                 Six Months Ended
                                                          ------------------------------
                                                          June 30, 2001    June 30, 2000
                                                          -------------    -------------

CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
Net Loss From Operations:                                   $(1,104,670)   $(4,807,212)
Add: Non-Cash Items
     Depreciation, amortization and allowance                   115,314        135,995
     Litigation expense                                            --        2,000,000
     Allowance for inventory obsolescence                      (124,993)          --
     Consulting expense                                            --           86,832
     Minority Interest                                        1,702,434           --
Changes in Assets and Liabilities:
     Accounts receivable                                        154,789       (174,323)
     Inventory                                                   78,528       (634,025)
     Prepaid expenses and other assets                         (231,751)      (185,959)
     Accounts payable & other accrued expenses                  320,032        357,365
                                                            -----------    -----------

Net Cash To Operating Activities                                909,683     (3,221,327)
                                                            -----------    -----------

CASH FLOWS FROM (TO) INVESTING ACTIVITIES:
Acquisition of equipment, furniture and software licenses      (110,863)      (129,669)
Proceeds from payment of notes receivable                          --          181,425
                                                            -----------    -----------

Net Cash From (To) Investing Activities                        (110,863)        51,756
                                                            -----------    -----------

CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
Proceeds from borrowings                                        445,441        759,000
Repayment of borrowings                                         (35,626)      (937,382)
Proceeds from sale of common stock                                 --        2,982,574
Repurchase of common shares from founder                        (61,000)          --
                                                            -----------    -----------

Net Cash From Financing Activities                              348,815      2,804,192
                                                            -----------    -----------

Increase (decrease) in Cash                                   1,147,635       (365,379)
Cash Balance, Beginning                                         782,334        461,288
                                                            -----------    -----------
Cash Balance, Ending                                        $ 1,929,969    $    95,909
                                                            ===========    ===========



Supplemental Disclosures of Cash Flow Information:
     Interest Expense-Paid                                  $    31,535    $   411,016
                                                            ===========    ===========


                    See Notes to Consolidated Financial Statements.

                                          7
</TABLE>
<PAGE>


                               INTELLIWORXX, INC.
                                and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2001


1.   HISTORY AND OPERATIONS

Intelliworxx, Inc. (the "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 two subsidiaries, Comworxx, Inc. ("Comworxx(TM)") and Mediworxx,
Inc. ("Mediworxx(TM)"), formed as Florida corporations in May and April 2000
respectively. Financial statements of Comworxx and Mediworxx have been
consolidated with those of the Company. Comworxx intends to provide telematics
services, which is the combination of wireless telecommunications (cellular and
GPS) and information technology networks (internet), as well as hardware to the
automotive marketplace. This technology enables the development and marketing of
online services for mobile users on a client specific basis. 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. At June 30, 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. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. All significant intercompany accounts have been
eliminated. Certain amounts for the three- and six-month periods ended June 30,
2000 have been reclassified to conform to the three- and six-month periods ended
June 30, 2001 presentation. 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 June 30, 2001 and 2000 and for the
three- and six-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
February 12, 1998 ("Inception"), to June 30, 2001, the Company has incurred
losses totaling $15,180,721, 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. From Inception through June 30, 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.   INVENTORY

At June 30, 2001, inventories totaled $1,260,983 comprised solely of Raw
Material.


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 June 30, 2001, there were
15,060,906 shares of the Company's common stock outstanding.


5.   REVENUES

During the three- and six-month periods ended June 30, 2001, the Company
recorded total revenues of $1,135,399 and $2,775,283 respectively. Revenue for
the three-month period ended June 30, 2001 consisted of $576,647 from product
sales and $558,752 from engineering and development projects. Revenue for the
six-month period ended June 30, 2001 consisted of $1,763,652 from product sales
and $1,011,631 from engineering and development projects. During the three- and
six-month periods ended June 30, 2001, three customers accounted for
approximately 50% of the Company's total revenues.


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>



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.   SUBSEQUENT EVENTS-SETTLEMENT OF TELTRONICS LAWSUIT

On August 1, 2001, the Company entered into an amended settlement agreement (the
"Agreement"). Under the terms of the Agreement, the Company is required to
deliver a promissory note totaling $700,000 (the "Note"), which calls for 24
monthly installments of principal and interest commencing on August 1, 2001.
Interest for the first 12 months will be calculated at 8% per annum, simple
interest on the unpaid balance. Interest for the second 12 months will be
calculated at 10% per annum, simple interest on the unpaid balance.
Notwithstanding the parties' failure to agree to the form of the note, the
Company made the first payment on August 1, 2001. Certificates totaling 570,000
shares will be held in escrow pursuant to the terms of an escrow agreement
(certain officers/directors of the Company previously contributed 571,430 of
their common shares of the Company as indemnification of the judgment). On or
before January 1 and October 1, 2002, shares of common stock having a market
value of $2,275,000 will be released from escrow for sale. The Company will also
make available an additional 330,000 common shares, or portions thereof, on
January 1, 2002 in the event the market value of the common stock delivered to
Teltronics is less than $2,275,000. On October 1 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 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
settlement amount at any time and recover the common stock. As security for the
settlement agreement, the individuals involved in the Agreement have agreed to
pledge 525,000 shares of the Company's common stock on a non-recourse basis.



                                       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- and six-month periods ending June 30, 2001 and June 30, 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- and six-month periods ended June 30, 2001 were
approximately $1,135,000 and $2,775,000 respectively, which was approximately
$175,000 less than revenues for the three-month period ended June 30, 2000 (a
13% decrease) and $925,000 more than revenues for the six-month period ended
June 30, 2000 (a 50% increase). Revenues for the current year three- and
six-month periods from product sales totaled approximately $624,000 and
$1,181,000 respectively, while engineering and mentoring project contracts
("Development Contracts") for the same periods totaled approximately $511,000
and $964,000 respectively. Revenues for the prior year three- and six-month
periods from product sales totaled approximately $958,000 and $1,201,000
respectively, while Development Contracts totaled approximately $352,000 and
$649,000 respectively. At June 30, 2001, the Company's backlog totaled
approximately $1,054,000, compared to approximately $1,000,000 at June 30, 2000.

Cost of revenues for the three- and six-month periods ended June 30, 2001
totaled approximately $684,000 and $1,798,000 as compared to approximately
$1,015,000 and $1,416,000 respectively for the same periods in 2000. Gross
Profit as a percentage of sales increased from 23% for both the three- and
six-month periods ended June 30, 2000 to 40% for the three-month period and 35%
for the six-month period ended June 30, 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- and
six-month periods ended June 30, 2001 totaled approximately $938,000 and
$1,837,000, decreases of 28% and 15% over the same periods last year ($1,308,000
and $2,169,000). The decreases are a result of significant reductions in
manpower, legal expense and other SG&A related expenses in Intelliworxx during
the last half of 2000 and the first half of 2001. Research and Development
("R&D") expenses for the three- and six-month periods ended June 30, 2001
totaled approximately $141,000 and $462,000 respectively, a decrease of 72% and
46% respectively from the same periods last year ($503,000 and $863,000). This
decrease in R&D expense reflects the Company's post development status on its
primary product (the Voice Table) and the allocation of R&D costs related to
Development Contracts to cost of revenue.

                                       11
<PAGE>


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 six-month period ending June 30, 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,
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 $2,930,000. Cash was also provided through other
financing activities totaling $410,000. The Company's cash totaled approximately
$1,930,000 on June 30. Capital expenditures for the six months ended June 30,
2001 totaled approximately $152,000.

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 PROCEEDINGS

The parties to the previously reported case in the U.S. District Court, District
of Florida (Case Number 98-CIV-1392-T-23B) entered into a revised settlement
agreement on August 1, 2001. The terms of the revised settlement agreement are
discussed in Note 8. of the Notes to the Consolidated Financial Statements
included in Part I of this report.


Item 6. EXHIBITS AND REPORTS ON FORM 8-K

INDEX TO EXHIBITS

10.1 Settlement Agreement dated May ___, 2001 (fully executed August 1, 2001)
     among Teltronics, Inc., Interactive Solutions, Inc., Kevin B. Rogers,
     Michael P. Jonas, Intelliworxx, Inc. and Wavelogic, Inc.


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: August 17, 2001                  by: /s/ Oscar J. Williams
---------------------                  -------------------------
                                       Oscar J. Williams, Chairman of the
                                       Board, Chief Executive Officer and
                                       President







                                       14