SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

FORM 10-QSB

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended August 31, 2002.
OR
[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934.
NOT APPLICABLE.

Commission File Number: 333-68020

INTERNET RECREATION, INC.
             (Exact name of registrant as specified in its charter)

|Florida                                                        | 65-093-9305                      
|-------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.)



|24 Locust Street, Quitman, Arkansas      | 72131     
|---------------------------------------- | ----------
|(Address of principal executive offices) | (Zip Code)

(501) 589-2362
              (Registrant's telephone number, including area code)

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. X Yes   ___ No

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. 9,625,000

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

`INTERNET RECREATION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                 AUGUST 31, 2002
                                   (UNAUDITED)

                                     ASSETS

CURRENT ASSETS
   Cash                                                  $         52
                                                         ------------

OTHER ASSETS
   Web site                                                    18,750
                                                         ------------
                                                         $     18,802
                                                         ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
      Total current liabilities                          $        -
                                                         ------------


STOCKHOLDERS' EQUITY
  Preferred stock, $.0001 par value, 100,000,000
   shares authorized, none issued and outstanding                 -
  Common stock, $.0001 par value, 100,000,000
   shares authorized, 9,625,000 shares
   issued and outstanding                                         963
  Paid in capital                                              45,345
  Deficit accumulated during the development stage            (27,506)
                                                         ------------
                                                               18,802
                                                         ------------
                                                         $     18,802
                                                         ============


        See the accompanying notes to the financial statements.





                            INTERNET RECREATION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                 THREE MONTHS ENDED AUGUST 31, 2001 AND 2002 AND
          THE PERIOD FROM INCEPTION (MARCH 10, 1999) TO AUGUST 31, 2002
                                   (UNAUDITED)

                                                          Inception to
                                                           August 31,
                                  2001          2002          2002
                               ---------     ---------    ------------

REVENUE
   Net sales                   $     -       $     -      $        -
                               ---------     ---------    ------------

OPERATING COSTS AND EXPENSES
   General and administrative      5,559         5,473          27,506
                               ---------     ---------     -----------

NET (LOSS)                     $  (5,559)    $  (5,473)   $    (27,506)
                               =========     =========     ===========

PER SHARE INFORMATION
  (basic and fully diluted)

Weighted average common
  shares outstanding           9,250,000     9,625,000       9,431,750
                               =========     =========     ===========

(Loss) per share               $   (0.00)    $   (0.00)   $      (0.00)
                               =========     =========     ===========


        See the accompanying notes to the financial statements.




                            INTERNET RECREATION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                 THREE MONTHS ENDED AUGUST 31, 2001 AND 2002 AND
          THE PERIOD FROM INCEPTION (MARCH 10, 1999) TO AUGUST 31, 2002
                                   (UNAUDITED)

                                                                     Inception to
                                                                      August 31,
                                                  2001        2002       2002
                                               --------    --------   ---------
Cash flow from operations:
  Net cash (used in) operating activities      $   (280)   $ (1,890)  $  (9,048)
                                               --------    --------   ---------

Cash flows from investing activities:
  Net cash (used in) investing activities            -          -           -
                                               --------    --------   ---------

Cash flows from financing activities:
  Net cash provided by financing activities       2,000       1,500       9,100
                                               --------    --------   ---------

Increase (decrease) in cash                       1,720        (390)         52

Cash -  beginning of period                          -          442          -
                                               --------    --------   ---------

Cash - end of period                           $  1,720    $     52   $      52
                                               ========    ========   =========


        See the accompanying notes to the financial statements.`

INTERNET RECREATION, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 AUGUST 31, 2002
                                   (UNAUDITED)

(1) Basis Of Presentation

The accompanying unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America (GAAP) for interim financial information and Item 310(b) of
Regulation S-B. They do not include all of the information and footnotes
required by GAAP for complete financial statements. In the opinion of
management, all adjustments (consisting only of normal recurring adjustments)
considered necessary for a fair presentation have been included.

The results of operations for the periods presented are not necessarily
indicative of the results to be expected for the full year. For further
information, refer to the financial statements of the Company as of May 31,
2002.

(2) Earnings Per Share

The Company calculates net income (loss) per share as required by SFAS No.
128, Earnings per Share. Basic earnings (loss) per share is
calculated by dividing net income (loss) by the weighted average number of
common shares outstanding for the period. Diluted earnings (loss) per share is
calculated by dividing net income (loss) by the weighted average number of
common shares and dilutive common stock equivalents outstanding. During periods
when anti-dilutive commons stock equivalents are not considered in the
computation.

(3) Impairment of Long Lived Assets

Long lived assets and certain identifiable intangibles held and used by the
Company are reviewed for possible impairment whenever events or circumstances
indicate the carrying amount of an asset may not be recoverable or is impaired.
Management has not identified any impairment losses as of August 31, 2002.

(4) Income Taxes

The Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109 (FAS 109), Accounting for Income Taxes, which
requires use of the liability method. FAS 109 provides that deferred tax assets
and liabilities are recorded based on the differences between the tax bases of
assets and liabilities and their carrying amounts for financial reporting
purposes, referred to as temporary differences. Deferred tax assets and
liabilities at the end of each period are determined using the currently enacted
tax rates applied to taxable income in the periods in which the deferred tax
assets and liabilities are expected to be settled, or realized.

The Companys deferred tax asset resulting from net operating loss
carryforwards is fully offset by a valuation allowance. The Company has recorded
a valuation allowance to state its deferred tax assets at estimated net
realizable value due to the uncertainty related to realization of these assets
through future taxable income.

The provision for income
taxes differs from the amount computed by applying the statutory rate of 34% to
income before income taxes due to the effect of the net operating
loss.

(5) Stockholders' Equity

During the period ended August 31, 2002 an officer of the Company contributed
$1,500 in cash and services valued at $1,500 to the capital of the Company.

(6) Going Concern Consideration

The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplates the continuation of the Company as a going concern.

The Company currently has no business operations and its continued existence
is dependent upon its ability to meet its future financing requirements, and the
success of its future operations.

Management plans include obtaining additional equity or debt financing prior
to the commencement of significant business operations to provide the
opportunity for the Company to continue as a going concern.

---

Item 2.  Plan of Operations.

Forward-Looking Statements.
This report on Form 10-QSB contains forward looking statements. The words "we,"
"us," and "our" refer to Internet Recreation, Inc. The words or phrases "would
be," "will allow," "intends to," "will likely result," "are expected to," "will
continue," "is anticipated," "estimate," "project," or similar expressions are
intended to identify "forward-looking statements". Actual results could differ
materially from those projected in the forward looking statements as a result of
a number of risks and uncertainties, including: (a) lack of demand for our
products; (b) competitive products and pricing; (c) limited or no amount of
resources devoted to advertising; (d) limited or no funding to conduct our
operations; (e) if we fail to institute methods of retaining first time users of
our services, our revenues will be adversely affected; (f) because our
management has no relevant experience or background in our business, we may be
unable to develop profitable operations; (g) because we are a development stage
company with a limited operating history and a poor financial condition, you
will be unable to determine whether we will ever become profitable; (h) our
ability to continue as a going concern is contingent upon our ability to attain
profitable operations by securing financing and implementing our business plan;
(i) we may not meet the National Association of Securities Dealers exchange
listing requirements which may lead to increased investment risk and inability
to sell your shares; and (j) because we may be unable to meet expected BBX listing
requirements, we may in the future seek merger or acquitision candidates;
however, any such merger or acquisition, however, involves various risks to our
future business operations and financial condition, including the following:

- we may fail to perform adequate due diligence regarding a company we
acquire or merge with, which may negatively affect our financial condition and
operations;
- we may be unable to negotiate acceptable terms of a merger or
acquisition; and
- negotiating and completing a merger or acquisition as well as integrating
the merger or acquisition into our operations will divert management time and
resources away from our current operations and increase our existing costs.

Statements made herein are as of the date of the filing of this Form 10-QSB with
the Securities and Exchange Commission and should not be relied upon as of any
subsequent date. Unless otherwise required by applicable law, we do not
undertake, and we specifically disclaim any obligation, to update any
forward-looking statements to reflect occurrences, developments, unanticipated
events or circumstances after the date of such statement.

Our Operations from Our Inception to August 2002.
We were incorporated on March 10, 1999. We began our operations in May 2001.
Since our inception to August 2002, we have accomplished the following:

1. Raised Capital - On January 7, 2002 we raised an additional $2000 for our
operations through the sale of private placement securities.

2. Changes in Website - From December 2001 through January 2002, our website was
redesigned and reformatted to create a more user-friendly environment by:

- Making our website faster;
- Creating more specific, self-explanatory product categories; and
- Creating a new logo and navigational layout.

Our new website became operational on February 1, 2002.

3. New Retailer Links - During March 2002,in order to offer our users a greater
product and service selection, we added the following new retailer links that
market: a) children and infant clothing; b) infant products such as diaper bags,
strollers, and cribs; c) children and infant toys and games; and d) books, music
and videos:

- Oriental Trading Co.
- MyFreeSoftware.com
- T-Shirts.com
- UrbanQ.com
- SmarterKids.com
- Kaptest.com
- A&E/The History Channel
- SnoopyStore.com
- MovieClubOnline.com
- eBooks.com
- GoCollect.com
- San Francisco Music Box
- Elibs.com
- www.hollywoodmegastore.com
- Aaron's Baby Baskets

The user is now able to link to various retailer sites that retail that type
merchandise. For instance, if a user wishes to click on "Clothing" under the
general category, "Infants", he or she then views a page that contains banner
advertisements of and links to various retailers that retail infant clothing.

Our new website also contains a "print function" that prints substantive
information from linked retailer websites, while omitting images and pictures
and an Email function enabling users to automatically Email linked retailer
websites to other Email addresses. In addition, we added a "Review" subcategory
under each of the main categories, enabling us to post reviews of children's
products, including children's books and videos. Because videos and movies are
now available, we also renamed the "Books and Music" subcategory under "All
Ages" to now read "Books, Music and Videos."

We also added an "advertiser" management system to simplify the addition,
removal, and use of links from different sources. To more easily accommodate
increased activity on our website we now use iiFramework software developed by
Infranet Enterprise Software Solutions. iiFramework gives us the ability to add
more servers to our website, efficiently handle website traffic, and easily add
new categories and product offerings when needed. We also created a new
professional logo, color scheme, and navigational layout to the website to
improve our brand awareness.

Our Future Plan of Operations. We will attempt to accomplish the
following in our plan of operations over the next twelve months:

A. Update Website. Continually update our website to add new product
categories and products within existing categories. Because management will add
these categories and products, we do not anticipate any cost affiliated with
this aspect of our operations.

B. New Retailer Links. During the remainder of 2002 we will attempt to
add at least twenty other retailer links. Because management will add these
links, we do not anticipate any cost affiliated with this aspect of our
operations.

C. New Affiliate Merchant Programs. We plan to add at least one affiliate
merchant program, which will not entail any additional cost.

D. Advertising. We expect to advertise in local and written publications
located in small communities. These advertisements will cost between $25 and
$500. We expect to spend approximately $1,500 for these type advertisements. If
and only if we have sufficient revenues or financing from other sources, we will
obtain half page advertisements in national publications, such as baby and
children's magazines. We estimate that these advertisements will cost between
$1,500 and $10,000 depending upon the publication, number of advertisements and
length of advertisements.

E. Offering Coupons or Incentives on our Website. Beginning in March 2002
and thereafter, we plan to negotiate with retailers to provide coupons and other
incentives to potential purchasers. These coupons and incentives will be
individually offered at our site to purchase products from our linked retailers.
At the present time, we do not anticipate any cost affiliated with this aspect
of our operations.

Revenues.

We cannot determine whether our revenues will ever be sufficient to produce a
positive cash flow or result in net profits. You should carefully consider the
discussion appearing below under "Liquidity and Capital Resources". Since our
inception through August 31, 2002, we have had no revenues. We do
not expect to earn significant operating revenue in the foreseeable future. Our
losses are expected to continue, principally as a result of general and
administrative expenses and advertising costs.

Liquidity and Capital Resources.

As of August 31, 2002, we had limited cash resources of only $52. Other
than our existing working capital,  we do not have any other internal sources of
working capital.

We expect to make the following capital expenditures of $5,000 over the next
twelve months: (a) $1,500 for advertising in infant and children's magazines;
and (b) $3,500 for working capital.

Since inception, our operating expenses have exceeded our revenues. Because of
the continued need for substantial amounts of working capital to fund our
planned growth and ongoing operating expenses, we expect to continue to
experience significant negative operating cash flow for the foreseeable future.
Our existing working capital will not be sufficient to fund the continued
implementation of our plan of operations during the next 12 months and to meet
our general operating expenses. We are unable to predict at this time the exact
amount of additional working capital we will require, however, in order to
provide any additional working capital which we may require, in all likelihood
we will be required to raise additional capital through the sale of equity or
debt securities. We currently have no commitments to provide us with any
additional working capital. If we do not have sufficient working capital to
implement our plan of operations described above, it is likely that we will have
to cease operations.

Our existing cash and future commission based revenues may be insufficient to
fund our operations. Accordingly, if our revenues are insufficient to meet our
needs, our President/Director plans to loan us funds to conduct our operations;
however, we have no agreement with our president/director or director to do so
and they are under no obligation to loan us funds. Moreover, there are no
assurances that our president/director or director will have sufficient funds to
make these loans. Accordingly, there are no assurances that we will receive
loans from our President/Director. We have no compensation agreements with our
president/director or director in connection with any loans that either may
provide to us. If our President/Director is unable or unwilling to make loans to
us necessary to implement our continuing plan of operations, we will need
additional financing through traditional bank financing or a debt or equity
offering; however, because we are a development stage company with little
operating history and a poor financial condition, we may be unsuccessful in
obtaining such financing or the amount of the financing may be minimal and
therefore inadequate to implement our continuing plan of operations.
Accordingly, there can be no assurance that we will be able to obtain financing
on satisfactory terms or at all, or raise funds through a debt or equity
offering. In addition, if we only have nominal funds by which to conduct our
operations, we may have to curtail advertising or be unable to conduct any
advertising, both of which will negatively impact development of our brand name
and reputation.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.
         Not applicable.

Item 2.  Changes In Securities.
              Not applicable.

Item 3.  Defaults Upon Senior Securities.
            Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders.
            Not applicable.

Item 5.  Other Information.
            Not applicable.

Item 6.  Exhibits and Reports on Form 8-K.
        (a) Exhibits

|EXHIBIT NUMBER | DESCRIPTION                              
|-------------- | -----------------------------------------
|3.1            | Articles of Incorporation*               
|3.2            | Amendment to Articles of Incorporation*  
|3.3            | Bylaws*                                  
|10.1           | Agreement with Cathy Williamson*         
|10.2           | Agreement with Commission Junction*      
|10.3           | Agreement with Link Share*               
|10.4           | Agreement with QuinStreet, Inc.*         
|10.5           | Agreement with Keynetics, Inc.*          
|15             | Letter on unaudited financial information
|99             | Form 8-K**                               

* Denotes previously filed exhibits to Form SB-2 filed on November 14, 2001.
** Denotes previously filed Form 8-K filed on March 19, 2002.

(b) Reports on Form 8-K.

On March 19, 2002 we filed a Form 8-K regarding Item 4 of Form 8-K,
"Changes in Registrant's Certifying Account." Specifically, we changed
accountants, from Durland & Company, CPAs P.A. to Stark Winter
Schenkein & Co., LLP.

SIGNATURES*

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.

INTERNET RECREATION, INC.
(Registrant)

October 15, 2002

/s/ Kathleen (Patty) Hackler
Kathleen (Patty) Hackler, President, Chief Executive Officer, Chief Financial
Officer, and Principal Accounting Officer







Certifications

I, Kathleen (Patty) Hackler, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of
          Internet Recreation, Inc.;
2. Based on my  knowledge, this quarterly report does not contain any
          untrue statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
          information included in this quarterly report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of Internet Recreation, Inc. as of, and for, the
          periods presented in this quarterly report.

Date:  October 15, 2002

/s/ Kathleen (Patty) Hackler
Kathleen (Patty) Hackler
President, Chief Executive Officer, Chief Financial Officer, and Principal
Accounting Officer