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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-QSB

(Mark One)



|[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|--- | ---------------------------------------------------------------------------------------
|    | FOR THE QUARTERLY PERIOD ENDED MAY 31, 2002.                                           

OR



|[   ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
|----- | ----------------------------------------------------------------------------------
|      | FOR THE TRANSITION FROM ________ TO ________.                                     

COMMISSION FILE NUMBER 333-61286

INVESTMENT AGENTS, INC.




(Name of Small Business Issuer in its charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Nevada                                                         |  | 88-0467944                          
|                                                               |  |                                     
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)

|                                                     |  |           
|---------------------------------------------------- |  | ----------
|6767 W. Tropicana Avenue, Suite 207Las Vegas, Nevada |  | 89103-4754
|                                                     |  |           
|(Address of principal executive offices)             |  | (Zip code)

Issuers telephone number: (702) 248-1047

N/A




(Former name, former address and former fiscal
year, if changed since last report.)


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 issuers classes of
common equity, as of the latest practicable date:

At July 15, 2002, there were outstanding 1,970,000 shares of the
Registrants Common Stock, $.001 par value.

Transitional Small Business Disclosure Format: Yes [   ]  No [X]





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TABLE OF CONTENTS



|                             |                                                                                                |                                    |  |  |  |  |  | 
|---------------------------- | ---------------------------------------------------------------------------------------------- | ---------------------------------- |  |  |  |  |  | 
|PART I FINANCIAL INFORMATION
|                             | Item I. Financial Statements                                                                  
|Independent Auditors Report
|                             |                                                                                                | BALANCE SHEETS                    
|                             |                                                                                                | STATEMENTS OF INCOME              
|                             |                                                                                                | STATEMENTS OF STOCKHOLDERS EQUITY
|                             |                                                                                                | STATEMENTS OF CASH FLOWS          
|                             |                                                                                                | NOTES TO FINANCIAL STATEMENTS     
|                             | Item II. Managements Discussion and Analysis of Financial Condition and Results of Operations
|PART II OTHER INFORMATION   
|                             | Item 1  Legal Proceedings                                                                    
|                             | Item 2  Changes in the Rights of the Companys Security Holders                              
|                             | Item 3  Defaults by the Company on its Senior Securities                                     
|                             | Item 4  Submission of Matter to Vote of Security Holders                                     
|                             | Item 5   Other Information                                                                   
|                             | Item 6  Exhibits and Reports on Form 8-K                                                     
|SIGNATURE                   
|Exhibit 23.1                



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PART I

FINANCIAL INFORMATION




Item I. Financial Statements

INVESTMENT AGENTS, INC.
(A Development Stage Company)

CONTENTS

|                                                        |                                    |  |   |     | 
|------------------------------------------------------- | ---------------------------------- |  | - | --- | 
|INDEPENDENT AUDITORS REPORT ON THEFINANCIAL STATEMENTS |                                    |  | 1 |    
|                                                        |                                    |  |   |    
|FINANCIAL STATEMENTS                                    |                                    |  |   |    
|                                                        | Balance Sheets                     |  |   | 2   | 
|                                                        | Statements of Income               |  |   | 3   | 
|                                                        | Statements of Stockholders Equity |  |   | 4   | 
|                                                        | Statements of Cash Flows           |  |   | 5   | 
|                                                        | Notes to Financial Statements      |  |   | 6-8 | 
|                                                        |                                    |  |   |    





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Independent Auditors Report

To the Board of Directors
Investment Agents, Inc.
Las Vegas, Nevada

I have audited the accompanying balance sheet of Investment
Agents, Inc. (A Development Stage Company) as of May 31, 2002, and
February 28, 2002 and the related statements of income,
stockholders (deficit), and cash flows for the three months ended
May 31, 2002, the year ended February 28, 2002 and the period
August 8, 1996 (inception) through May 31, 2002. These financial
statements are the responsibility of the Companys management. My
responsibility is to express an opinion on these financial
statements based on my audit.

I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides
a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Investment Agents, Inc. (A Development Stage Company) as of May
31, 2002 and February 28, 2002 and the results of its operations
and cash flows for the three months ended May 31, 2002, the year
ended February 28, 2002 and the period August 8, 1996 (inception)
through May 31, 2002, in conformity with generally accepted
accounting principles.

The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in
Note 8 to the financial statements, the Company has limited
operations and has not established any source of revenue. This
raises substantial doubt about its ability to continue as a going
concern. Managements plan in regard to these matters is also
described in Note 8. The financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.

Kyle L. Tingle, CPA, LLC

July 14, 2002
Henderson, Nevada





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INVESTMENT AGENTS, INC.
(A Development Stage Company)
BALANCE SHEETS

|                                        |                           |                                                                                      |                                              |                                               |   |         |         |              |   |         |         |  
|--------------------------------------- | ------------------------- | ------------------------------------------------------------------------------------ | -------------------------------------------- | --------------------------------------------- | - | ------- | ------- | ------------ | - | ------- | ------- | -
|                                        |                           |                                                                                      |                                              |                                               |   | May 31, |         | February 28,
|                                        |                           |                                                                                      |                                              |                                               |   | 2002    |         | 2002        
|                                        |                           |                                                                                      |                                              |                                               |   |         |         |             
|ASSETS                                 
|CURRENT ASSETS                          |                           |                                                                                      |                                              |                                               |   |         |         |             
|                                        | Accounts receivable       |                                                                                      | $                                            | 49                                            |   |         | $       | 49           |  
|                                        | Prepaid expenses          |                                                                                      |                                              | 10,350                                        |   |         |         | 11,025       |  
|                                        |                           |                                                                                      |                                              |                                               |   |         |         |             
|                                        |                           |                                                                                      |                                              | Total current assets                          |   | $       | 10,399  |              |   | $       | 11,074  |  
|                                        |                           |                                                                                      |                                              |                                               |   |         |         |             
|                                        |                           |                                                                                      |                                              | Total assets                                  |   | $       | 10,399  |              |   | $       | 11,074  |  
|                                        |                           |                                                                                      |                                              |                                               |   |         |         |             
|LIABILITIES AND STOCKHOLDERS (DEFICIT)
|CURRENT LIABILITIES                     |                           |                                                                                      |                                              |                                               |   |         |         |             
|                                        | Accounts payable          |                                                                                      | $                                            | 1,990                                         |   |         | $       | 8,290        |  
|                                        | Officer advances (Note 5) |                                                                                      |                                              | 28,689                                        |   |         |         | 20,399       |  
|                                        |                           |                                                                                      |                                              |                                               |   |         |         |             
|                                        |                           |                                                                                      |                                              | Total current liabilities                     |   | $       | 30,679  |              |   | $       | 28,689  |  
|                                        |                           |                                                                                      |                                              |                                               |   |         |         |             
|STOCKHOLDERS EQUITY (DEFICIT)          |                           |                                                                                      |                                              |                                               |   |         |         |             
|                                        |                           | Common stock: $.001 par value;
authorized 25,000,000 shares;
issued and outstanding: |                                              |                                               |   |         |         |              |   |        
|                                        |                           |                                                                                      | 1,970,000 shares at February 28, 2002;       |                                               | $ |         |         |              | $ | 1,970   |        
|                                        |                           |                                                                                      | 1,970,000 shares at May 31, 2002             |                                               |   | 1,970   |         |              |   |         |        
|                                        |                           |                                                                                      | Additional Paid In Capital (Notes 2 and 5)   |                                               |   | 13,500  |         |              |   | 13,500  |        
|                                        |                           |                                                                                      | Accumulated deficit during development stage |                                               |   | (35,750 | )       |              |   | (33,085 | )      
|                                        |                           |                                                                                      |                                              |                                               |   |         |         |             
|                                        |                           |                                                                                      |                                              | Total stockholders (deficit)                 |   | $       | (20,280 | )            |   | $       | (17,615 | )
|                                        |                           |                                                                                      |                                              |                                               |   |         |         |             
|                                        |                           |                                                                                      |                                              | Total liabilities and
stockholders (deficit) |   | $       | 10,399  |              |   | $       | 11,074  |  
|                                        |                           |                                                                                      |                                              |                                               |   |         |         |             

See Accompanying Notes to Financial Statements.

2



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INVESTMENT AGENTS, INC.
(A Development Stage Company)
STATEMENTS OF INCOME

|                                             |                                                      |   |                    |           |             |   |                |           |              |   |         |           |   |   |   |           |  |   |        |           |  
|-------------------------------------------- | ---------------------------------------------------- | - | ------------------ | --------- | ----------- | - | -------------- | --------- | ------------ | - | ------- | --------- | - | - | - | --------- |  | - | ------ | --------- | -
|                                             |                                                      |   | Three months ended |           | Years ended |   | Aug. 8, 1996  
|                                             |                                                      |   |                    |           |             |   | (inception) to
|                                             |                                                      |   | May 31,            |           | May 31,     |   | February 28,   |           | February 28, |   | May 31,
|                                             |                                                      |   | 2002               |           | 2001        |   | 2002           |           | 2001         |   | 2002   
|                                             |                                                      |   |                    |           |             |   |                |           |              |   |        
|                                             |                                                      |   |                    |           |             |   | (unaudited)    |           |              |   |         |           |   |   |   |           |  |   |       
|Revenues                                     |                                                      | $ | 0                  |           |             | $ | 0              |           |              | $ | 49      |           |   | $ | 0 |           |  | $ | 49     |          
|Cost of revenue                              |                                                      |   | 225                |           |             |   | 150            |           |              |   | 825     |           |   |   | 0 |           |  |   | 1,050  |          
|                                             |                                                      |   |                    |           |             |   |                |           |              |   |         |           |   |   |   |           |  |   |        |          
|                                             | Gross profit                                         |   | $                  | (225      | )           |   | $              | (150      | )            |   | $       | (776      | ) |   | $ | 0         |  |   | $      | (1,001    | )
|General, selling and
administrative expenses |                                                      |   | 2,440              |           |             |   | 3,189          |           |              |   | 30,339  |           |   |   | 0 |           |  |   | 34,749 |          
|                                             |                                                      |   |                    |           |             |   |                |           |              |   |         |           |   |   |   |           |  |   |        |          
|                                             | Operating (loss)                                     |   | $                  | (2,665    | )           |   | $              | (3,339    | )            |   | $       | (31,115   | ) |   | $ | 0         |  |   | $      | (35,750   | )
|Nonoperating income (expense)                |                                                      |   |                    |           |             |   |                |           |              |   |         |           |   |   |   |           |  |   |        |          
|                                             | Interest income                                      |   |                    | 0         |             |   |                | 0         |              |   |         | 0         |   |   |   | 0         |  |   |        | 0         |  
|                                             |                                                      |   |                    |           |             |   |                |           |              |   |         |           |   |   |   |           |  |   |        |          
|                                             | Net (loss)                                           |   | $                  | (2,665    | )           |   | $              | (3,339    | )            |   | $       | (31,115   | ) |   | $ | 0         |  |   | $      | (35,750   | )
|                                             |                                                      |   |                    |           |             |   |                |           |              |   |         |           |   |   |   |           |  |   |        |          
|                                             | Net (loss) per share, basic
and diluted (Note 2)     |   | $                  | (0.00     | )           |   | $              | (0.00     | )            |   | $       | (0.021    | ) |   | $ | 0.00      |  |   | $      | (0.02     | )
|                                             |                                                      |   |                    |           |             |   |                |           |              |   |         |           |   |   |   |           |  |   |        |          
|                                             | Average number of shares
of common stock outstanding |   |                    | 1,970,000 |             |   |                | 1,970,000 |              |   |         | 1,970,000 |   |   |   | 1,970,000 |  |   |        | 1,970,000 |  
|                                             |                                                      |   |                    |           |             |   |                |           |              |   |         |           |   |   |   |           |  |   |        |          

See Accompanying Notes to Financial Statements.

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INVESTMENT AGENTS, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS EQUITY

|                                           |  |              |           |            |  |             |       |       |  |   |        |  |  |             |         |  
|------------------------------------------ |  | ------------ | --------- | ---------- |  | ----------- | ----- | ----- |  | - | ------ |  |  | ----------- | ------- | -
|                                           |  |              |           |            |  |             |       |       |  |   |        |  |  | Accumulated
|                                           |  |              |           |            |  |             |       |       |  |   |        |  |  | (Deficit)  
|                                           |  | Common Stock |           | Additional |  | During     
|                                           |  |              |           | Paid-In    |  | Development
|                                           |  | Shares       |           | Amount     |  | Capital     |       | Stage
|                                           |  |              |           |            |  |             |       |      
|Sale of 1,970,000 shares, October 17, 1997 |  |              | 1,970,000 |            |  | $           | 1,970 |       |  | $ | 0      |  |  | $           | 0       |  
|Net (loss), February 28, 1998              |  |              |           |            |  |             |       |       |  |   |        |  |  |             | (1,970  | )
|                                           |  |              |           |            |  |             |       |       |  |   |        |  |  |             |         |  
|Balance, February 28, 1998                 |  |              | 1,970,000 |            |  | $           | 1,970 |       |  | $ | 0      |  |  | $           | (1,970  | )
|Net income, February 28, 1999              |  |              |           |            |  |             |       |       |  |   |        |  |  |             | 0       |  
|                                           |  |              |           |            |  |             |       |       |  |   |        |  |  |             |         |  
|Balance, February 28, 1999                 |  |              | 1,970,000 |            |  | $           | 1,970 |       |  | $ | 0      |  |  | $           | (1,970  | )
|Net (loss), February 29, 2000              |  |              |           |            |  |             |       |       |  |   |        |  |  |             | 0       |  
|                                           |  |              |           |            |  |             |       |       |  |   |        |  |  |             |         |  
|Balance, February 29, 2000                 |  |              | 1,970,000 |            |  | $           | 1,970 |       |  | $ | 0      |  |  | $           | (1,970  | )
|Capital contribution, February, 2001       |  |              |           |            |  |             |       |       |  |   | 13,500 |  |  |             |         |  
|Net (loss), February 28, 2001              |  |              |           |            |  |             |       |       |  |   |        |  |  |             | 0       |  
|                                           |  |              |           |            |  |             |       |       |  |   |        |  |  |             |         |  
|Balance, February 28, 2001                 |  |              | 1,970,000 |            |  | $           | 1,970 |       |  | $ | 13,500 |  |  | $           | (1,970  | )
|Net (loss), February 28, 2002              |  |              |           |            |  |             |       |       |  |   |        |  |  |             | (31,115 | )
|                                           |  |              |           |            |  |             |       |       |  |   |        |  |  |             |         |  
|Balance, February 28, 2002                 |  |              | 1,970,000 |            |  | $           | 1,970 |       |  | $ | 13,500 |  |  | $           | (33,085 | )
|Net (loss), May 31, 2002                   |  |              |           |            |  |             |       |       |  |   |        |  |  |             | (2,665  | )
|                                           |  |              |           |            |  |             |       |       |  |   |        |  |  |             |         |  
|Balance, May 31, 2001                      |  |              | 1,970,000 |            |  | $           | 1,970 |       |  | $ | 13,500 |  |  | $           | (35,750 | )
|                                           |  |              |           |            |  |             |       |       |  |   |        |  |  |             |         |  

See Accompanying Notes to Financial Statements.

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INVESTMENT AGENTS, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS

|                                     |                                                                             |                                         |   |                    |   |             |   |                |   |              |   |         |   |   |   |         |         |   |   |         |         |  
|------------------------------------ | --------------------------------------------------------------------------- | --------------------------------------- | - | ------------------ | - | ----------- | - | -------------- | - | ------------ | - | ------- | - | - | - | ------- | ------- | - | - | ------- | ------- | -
|                                     |                                                                             |                                         |   | Three months ended |   | Years ended |   | Aug. 8, 1996  
|                                     |                                                                             |                                         |   |                    |   |             |   | (inception) to
|                                     |                                                                             |                                         |   | May 31,            |   | May 31,     |   | February 28,   |   | February 28, |   | May 31,
|                                     |                                                                             |                                         |   | 2002               |   | 2001        |   | 2002           |   | 2001         |   | 2002   
|                                     |                                                                             |                                         |   |                    |   |             |   |                |   |              |   |        
|Cash Flows From
Operating Activities |                                                                             |                                         |   |                    |   |             |   |                |   |              |   |         |   |   |   |         |         |   |   |        
|                                     | Net (loss)                                                                  |                                         | $ | (2,665             | ) |             | $ | (3,339         | ) |              | $ | (31,115 | ) |   | $ | 0       |         |   | $ | (35,750 | )      
|                                     | Adjustments to reconcile
net (loss) to cash
(used in) operating
activities: |                                         |   |                    |   |             |   |                |   |              |   |         |   |   |   |         |         |   |   |         |        
|                                     | Changes in assets
and liabilities                                           |                                         |   |                    |   |             |   |                |   |              |   |         |   |   |   |         |         |   |   |         |        
|                                     | (Increase) in Accounts receivable                                           |                                         |   | 0                  |   |             |   | 0              |   |              |   | (49     | ) |   |   | 0       |         |   |   | (49     | )      
|                                     | (Increase) decrease in
Prepaid expense                                      |                                         |   | 675                |   |             |   | 450            |   |              |   | 2,475   |   |   |   | (13,500 | )       |   |   | (10,350 | )      
|                                     | Increase (decrease) in
Accounts payable                                     |                                         |   | (6,300             | ) |             |   | 0              |   |              |   | 8,290   |   |   |   | 0       |         |   |   | 1,990   |        
|                                     | Increase in Officer payable                                                 |                                         |   | 8,290              |   |             |   | 2,889          |   |              |   | 20,399  |   |   |   | 0       |         |   |   | 28,689  |        
|                                     |                                                                             |                                         |   |                    |   |             |   |                |   |              |   |         |   |   |   |         |         |   |   |        
|                                     |                                                                             | Net cash (used in)
operating activities |   | $                  | 0 |             |   | $              | 0 |              |   | $       | 0 |   |   | $       | (13,500 | ) |   | $       | (15,470 | )
|                                     |                                                                             |                                         |   |                    |   |             |   |                |   |              |   |         |   |   |   |         |         |   |   |        
|Cash Flows From
Investing Activities |                                                                             | $                                       | 0 |                    |   | $           | 0 |                |   | $            | 0 |         |   | $ | 0 |         |         | $ | 0 |        
|                                     |                                                                             |                                         |   |                    |   |             |   |                |   |              |   |         |   |   |   |         |         |   |   |        
|Cash Flows From
Financing Activities |                                                                             |                                         |   |                    |   |             |   |                |   |              |   |         |   |   |   |         |         |   |   |        
|                                     | Issuance of common stock                                                    |                                         | $ |                    |   |             | $ |                |   |              | $ |         |   |   | $ | 0       |         |   | $ | 1,970   |        
|                                     | Capital contribution                                                        |                                         |   | 0                  |   |             |   | 0              |   |              |   | 0       |   |   |   | 13,500  |         |   |   | 13,500  |        
|                                     |                                                                             |                                         |   |                    |   |             |   |                |   |              |   |         |   |   |   |         |         |   |   |        
|                                     |                                                                             | Net cash (used in)
financing activities |   | $                  |   |             |   | $              | 0 |              |   | $       | 0 |   |   | $       | 13,500  |   |   | $       | 15,470  |  
|                                     |                                                                             |                                         |   |                    |   |             |   |                |   |              |   |         |   |   |   |         |         |   |   |        
|                                     |                                                                             | Net increase (decrease)
in cash         |   | $                  | 0 |             |   | $              | 0 |              |   | $       | 0 |   |   | $       | 0       |   |   | $       | 0       |  
|Cash, beginning of period            |                                                                             |                                         | 0 |                    |   |             | 0 |                |   |              | 0 |         |   |   | 0 |         |         | $ | 0 |        
|                                     |                                                                             |                                         |   |                    |   |             |   |                |   |              |   |         |   |   |   |         |         |   |   |        
|Cash, end of period                  |                                                                             | $                                       | 0 |                    |   | $           | 0 |                |   | $            | 0 |         |   | $ | 0 |         |         | $ | 0 |        
|                                     |                                                                             |                                         |   |                    |   |             |   |                |   |              |   |         |   |   |   |         |         |   |   |        

See Accompanying Notes to Financial Statements.

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INVESTMENT AGENTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 2002 and February 28, 2002

Note 1. Nature of Business and Significant Accounting Policies

Nature of business:

Investment Agents, Inc. (Company) was organized August 8, 1996 under
the laws of the State of Nevada. The Company currently has limited
operations through an agreement with Verio, Inc. The Company acts as a
referral source for domain registration and web hosting provided by
Verio. Due to the limited nature of the operations, and, in accordance
with Statement of Financial Accounting Standard (SFAS) No. 7, Accounting
and Reporting by Development Stage Enterprises, is considered a
development stage company.

A summary of the Companys significant accounting policies is as follows:

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 disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.

Cash

For the Statements of Cash Flows, all highly liquid investments with
maturity of three months or less are considered to be cash equivalents.
There were no cash equivalents as of May 28, 2002, February 28, 2002, and
February 28, 2001.

Income taxes

Income taxes are provided for using the liability method of accounting in
accordance with SFAS No. 109 Accounting for Income Taxes.A deferred
tax asset or liability is recorded for all temporary differences between
financial and tax reporting. Temporary differences are the differences
between the reported amounts of assets and liabilities and their tax
basis. Deferred tax assets are reduced by a valuation allowance when, in
the opinion of management, it is more likely than not that some portion
or all of the deferred tax assets will not be realized. Deferred tax
assets and liabilities are adjusted for the effect of changes in tax laws
and rates on the date of enactment.

Note 2. Stockholders Equity

Common stock

The authorized common stock of the Company consists of 25,000,000 shares
with par value of $0.001. On October 15, 1997, the Company authorized
and issued 19,700 shares of its no par value common stock in
consideration of $1,970 in cash.

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INVESTMENT AGENTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 2002 and February 28, 2002

Note 2. Stockholders Equity (continued)

On November 29, 2000, the State of Nevada approved the Companys amended
Articles of Incorporation, which increased its capitalization from 25,000
common shares to 25,000,000 common shares. The no par value was changed
to $0.001 per share.

On November 29, 2000, the Companys shareholders approved a forward split
of its common stock at one hundred shares for one share of the
existing shares. The number of common stock shares outstanding increased from
19,700 to 1,970,000. Prior period information has been restated to
reflect the stock split.

An officer contributed $13,500 to the Company through a retainer to a
legal firm for services to be rendered.

The Company has not authorized any preferred stock.

Net loss per common share

Net loss per share is calculated in accordance with SFAS No. 128,
Earnings Per Share. The weighted-average number of common shares
outstanding during each period is used to compute basic loss per share.
Diluted loss per share is computed using the weighted averaged number
of shares and dilutive potential common shares outstanding. Dilutive
potential common shares are additional common shares assumed to be
exercised.

Basic net loss per common share is based on the weighted average number
of shares of common stock outstanding of 1,970,000 during the three
months ended May 31, 2002, the year ended February 28, 2002, and since
inception. As of May 31, 2002, February 28, 2002, and since inception,
the Company had no dilutive potential common shares.

Note 3. Income Taxes

There is no provision for income taxes for the period ended May 31, 2002,
due to the net loss and no state income tax in Nevada, the state of the
Companys domicile and operations. The Companys total deferred tax
asset as of May 31, 2002 is as follows:

|                                 |  |   |         |  
|-------------------------------- |  | - | ------- | -
|Net operating loss carry forward |  | $ | 35,750  |  
|Valuation allowance              |  | $ | (35,750 | )
|                                 |  |   |         |  
|Net deferred tax asset           |  | $ | 0       |  

The net federal operating loss carry forward will expire in 2018 and
2019. This carry forward may be limited upon the consummation of a
business combination under IRC Section 381.

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INVESTMENT AGENTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 2002 and February 28, 2002

Note 4. Related Party Transactions

The Company neither owns nor leases any real or personal property. An
officer of the corporation provides office services without charge. Such
costs are immaterial to the financial statements and accordingly, have
not been reflected therein. The officers and directors for the Company
are involved in other business activities and may, in the future, become
involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict in
selecting between the Company and their other business interest. The
Company has not formulated a policy for the resolution of such conflicts.

In April 2001, the Company established a policy that transactions
between the Company and its officers, directors or five percent
shareholders, and their respective affiliates, will be on terms no less
favorable than those terms which could be obtained from unaffiliated
third parties and said transactions will be approved by a majority of the
independent and disinterested directors.

Note 5. Contracts and Obligations

On April 19, 2001, the Company entered into a Web Agent Agreement with
Verio, Inc. The Company is a referral partner and hosts a web site to
direct customers to the web hosting and registration services of Verio.
The non-cancelable agreement requires a payment obligation of $75 per
month for a period of two years. The contract allows for three one-year
extensions by notifying Verio, Inc. in writing not more than 180 and not
less than 90 days from the expiration of the current contract. The
Company intends to exercise these extensions. The minimum future
contract payments are:

|                         |      |          |       |     | 
|------------------------ | ---- | -------- | ----- | --- | 
|Year End                 |      | Contract
|February 28,             |      | Payment 
|                         |      |         
|                         | 2003 |          |       | 675 | 
|                         | 2004 |          |       | 900 | 
|                         | 2005 |          |       | 900 | 
|                         | 2006 |          |       | 900 | 
|                         | 2007 |          |       | 75  | 
|                         |      |          |       |    
|Total future
Obligations |      | $        | 3,450 |    
|                         |      |          |       |    

On February 1, 2001, the Company retained a legal firm, prepaying $13,500
for services related to this contract. Services are to be provided for
the three-year term and two one-year renewal periods. Services include
paying the monthly fees to Verio, Inc. and reviewing the performance of
the Company website. The fee is non-refundable and no additional fees
will be required in the normal course of business for these services. If
these costs were for a one-time performance or start-up of services for
the new products provided by the Company, they would be currently
expensed as required by Statement of Position 98-5 Reporting on the
Costs of Start-Up Activities.Due to the continuing nature of the
performance required by the contract, this fee not considered a start-up
cost and is amortized over the life of the contract, with extensions.

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INVESTMENT AGENTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 2002 and February 28, 2002

Note 6. Warrants and Options

There are no warrants or options outstanding to
acquire any additional shares of common stock of the Company.

Note 7. Officers Advances

The Company has incurred costs in connection with the implementation of
its business plan and in connection with the Company complying with
federal securities laws. An officer of the Company has advanced funds on
behalf of the Company to pay for these costs. These funds have been
advanced interest free.

Note 8. Going Concern

The Companys financial statements are prepared in accordance with
generally accepted accounting principles applicable to a going concern.
This contemplates the realization of assets and the liquidation of
liabilities in the normal course of business. Currently, the Company
does not have significant cash or other material assets, nor does it have
operations or a source of revenue sufficient to cover its operation costs
and allow it to continue as a going concern. Until the Company has
sufficient operations, the stockholders, officers, and directors have
committed to advancing the operating costs of the Company.

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|Item II. | Managements Discussion and Analysis of Financial Condition and
Results of Operations
|-------- | -------------------------------------------------------------------------------------

Plan of Operation.

We are a referral agent and we collect a selling commission for referring
customers who purchase Verio, Inc.s (Verio) domain registration services,
web hosting services and e-commerce services. We are a development stage
company with limited operations and revenues. We may be unable to satisfy cash
requirements without managements financial support. We anticipate that we
will meet our cash requirements for the foreseeable future through the
financial support of our management. Managements financial accommodations
will be evidenced by non-interest bearing promissory notes between management
and us. No promissory notes are currently in effect.

Over the next twelve months, we plan to market our web site and we will do
domain registration and web hosting sales. We will require additional funds to
market our web site. Our cost of maintaining the web site, without any
marketing costs and expense, should not exceed the sum of $80.00 per month. We
are obligated through April 18, 2003 to Verio in connection with this expense.
The officers and directors have agreed to fund our burn rate, pay expenses of
having us comply with the federal securities laws (and being a public company)
and have orally agreed to extend, if required, a line of credit in the amount
of $10,000, without interest, to implement our marketing plan. Upon
implementation of our marketing plan, we expect that our burn rate will
increase to approximately $800 per month. Not to exceed $500 per month will be
expended for maintaining our web site and for the strategic listing of our web
site with major search engines. The balance of approximately $300 will be
utilized in connection with establishing reciprocal click-through agreements
with complementary web site and for the expenses of having us comply with the
federal securities laws. The line of credit will expire on August 31, 2002.
Today, no funds have been drawn down on the line of credit. These agreements
may not be enforceable. There is no assurance that we will be able to

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obtain
financing for our business development. If adequate funds are not available to
us, we believe that our business development
will be adversely affected.

Our objective will be to market the web site upon full completion of its
development  after we feel it is no longer under construction. This
marketing strategy is subject to our
having sufficient funding to carry out our plan which will include the
following elements:



| | 1. |  | Strategic listing of our web site with major
search engines in order to increase the visibility of our web
site when users enter applicable keywords, such as domain
registration and web site hosting, with major search
engines. We believe that many of the people looking for
information concerning domain registration and web site
hosting will enter those keywords with major search engines in
order to find relevant web sites. Our objective will be to
ensure that our site is frequently cited by major search
engines when these keywords are searched; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Reciprocal click-through agreements with
complementary web sites who are prepared to allow us to place
links to our web site on their web sites in consideration for
us permitting a reciprocal link to their web site on our web
site.                                                                                                                                                                                                                                                                                                                                       

The exact nature of our marketing plan will depend on a number of factors,
including the availability of funds to implement our marketing plan and
internet marketing conditions and practices at the time we complete development
of our web site. We may pursue different marketing strategies from the
marketing strategies listed above.

Until such time as we market our web site, if ever, we may not have
revenues from our operations. We anticipate that if our web site is properly
marketed, we will generate revenues from the sale of domain registration and
web hosting sales. There is no assurance that we will be successful in selling
our services on our web site. We have no other sources of revenue. As such, if
we are not successful in this regard, we will be unable to achieve revenues
under our current business plan.

We have not expended any monies during each of the last two fiscal years
and during this current quarter on research and development activities
applicable to our website. All development activities to date have been
provided to us by Verio

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at no cost or expense. Accordingly, none of the
research and development costs will be borne directly by our customers. Other
than these initial web site development, we have not undergone any other
research and development activity. We do not expect to purchase or sell any
plant and significant equipment or make any
significant changes in the number of employees over the next twelve months.

Analysis of Financial Condition.

We currently have no cash, an account receivable of $49 and $10,399 in
prepaid expenses which constitutes our total assets. We have no other liquid
current assets. Our web site has been accessed by visitors and we may have
sales pending. Our loss from inception through May 31, 2002 is $35,750.

During the three months ending May 31, 2002, we incurred expenses of
$2,440 as compared to the three months ended May 31, 2001 of $3,189 or a
decrease of $749.

Without the implementation of any marketing plan, our current burn rate
is less than $80 per month. Upon implementation of our marketing plan, we
expect that our burn rate will increase to approximately $800 per month. Not
to exceed $500 per month will be expended for maintaining our web site and for
the strategic listing of our web site with major search engines. The balance
of approximately $300 will be utilized in connection with establishing
reciprocal click-through agreements with complimentary web site and for the
expenses of having us comply with the federal securities laws.

Qualitative and Quantitative Disclosures About Market Risk.

We have neither considered nor conducted any research concerning
qualitative and quantitative market risk.




PART II

OTHER INFORMATION




Item 1  Legal Proceedings

None




Item 2  Changes in the Rights of the Companys Security Holders

None




Item 3  Defaults by the Company on its Senior Securities

None
II-3Table of Contents




Item 4  Submission of Matter to Vote of Security Holders

None




Item 5  Other Information

Board Meeting.

Our board of directors held one meeting during the current quarter, which
was a special meeting by written consent.

We have no independent directors. We do intend to secure independent
directors; however, until such time as we are financially able to attract
independent directors and are able to meet the cost of insuring each director,
we will not, in all likelihood, be able to have a board containing independent
directors. We do believe that prior to the close of fiscal year 2003, we will
have retained at least one independent director.

Audit Committee.

Our board of directors has not established an audit committee. In
addition, we do not have any other compensation or executive or similar
committees. We will not, in all likelihood, establish any audit committee
until such time as we reach the qualitative standards for the Bulletin Board
Exchange, which will be phased in in 2003 and will replace the OTC Bulletin
Board, which is operated by the NASDAQ Stock Market, Inc. which will be phased
out in 2003. The Bulletin Board Exchange will be a listed market place, with
qualitative listing standards but with no minimum share price, income, or asset
requirements. The system has been designed to provide market participants and
customers with increased speed and reliability to transactions, as well as to
improve the overall transparency of the market place. In general, the Bulletin
Board Exchange will have minimum requirements of 100 round-lot shareholders and
200,000 shares in public float and will have other certain minimum corporate
governance standards to those presently existing for the NASDAQ National Market
and small cap markets, with an adjustment to certain of the requirements
cognizant of the difficulty that small companies, such as ours, may have in
meeting those governance standards.

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We recognize that an audit committee, when established, will play a
critical role in our financial reporting system by overseeing and monitoring
managements and the independent auditors participation in the financial
reporting process. We will adopt an audit committee charter when we establish
the audit committee. At such time as the we establish an audit committee, our
additional disclosures with the our auditors and management may promote
investor confidence in the integrity of our financial reporting process.

Until such time as an audit committee has been
established, the board of directors will undertake those tasks normally
associated with an audit committee to include, but not by way of limitation,
the (i) review and discussion of the audited financial statements with
management, and (ii) discussions with the independent auditors the matters
required to be discussed by the Statement On Auditing Standards No. 61, as may
be modified or supplemented.

Our board of directors, consistent with our intent to enhance the
reliability and credibility of the financial statements, has submitted the
financial statements included in this Form 10-QSB to our independent auditor
prior to the filing of this report. An audit was completed for the period then
ended.

Our auditor is subject to peer review consistent with the American
Institute of Certified Public Accountants (AICPA) procedures.




Item 6  Exhibits and Reports on Form 8-K

There were no reports on Form 8-K filed during the quarter for which this
report is filed. The following exhibit is filed with this report:

|     |  |                                
|---- |  | -------------------------------
|23.1 |  | Consent of Kyle L. Tingle, CPA.




SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

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|                     |                              |                       
|-------------------- | ---------------------------- | ----------------------
|Dated: July 16, 2002 | INVESTMENT AGENTS, INC.     
|                    
|                     | By:                          | /S/ Pamela Ray Stinson
|                     |                             
|                     | Pamela Ray Stinson
President

| |                                                                    |                       
| | ------------------------------------------------------------------ | ----------------------
| | By:                                                                | /s/ Raymond Ramon Acha
| |                                                                   
| | Raymond Ramon Acha
Chief Financial Officer,
Treasurer and Director

| |                               |                         
| | ----------------------------- | ------------------------
| | By:                           | /s/ Joseph H. Panganiban
| |                              
| | Joseph H. Panganiban
Director

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