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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934: For the quarterly period ended November 30, 2002.

                        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                       (IRS Employer
   of incorporation or organization)                  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)

                             All correspondence to:
                          Brenda Lee Hamilton, Esquire
                         Hamilton, Lehrer & Dargan, P.A.
                          2 East Camino Real, Suite 202
                            Boca Raton, Florida 33432
                  Telephone 561-416-8956 Facsimile 561-416-2855

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
                                NOVEMBER 30, 2002
                                   (UNAUDITED)

                                     ASSETS

CURRENT ASSETS
   Cash                                                           $         547
                                                                  -------------
OTHER ASSETS
   Web site                                                              16,667
                                                                  -------------
                                                                  $      17,214
                                                                  =============

                      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                                                        48,645
  (Deficit) accumulated during the development stage                    (32,394)
                                                                  -------------
                                                                         17,214
                                                                  -------------
                                                                  $      17,214
                                                                  =============

            See the accompanying notes to the financial statements.

                            INTERNET RECREATION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
        THREE MONTHS AND SIX MONTHS ENDED NOVEMBER 30, 2001 AND 2002 AND
         THE PERIOD FROM INCEPTION (MARCH 10, 1999) TO NOVEMBER 30, 2002
                                   (UNAUDITED)

                                     Three Months              Six Months           Inception to
                               -----------------------    -----------------------   November 30,
                                  2001         2002          2001         2002          2002
                               ----------   ----------    ----------   ----------   ------------

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

OPERATING COSTS AND EXPENSES
   General and administrative       1,156        4,888         7,060       10,361        32,394
                               ----------   ----------    ----------   ----------    ----------

NET (LOSS)                     $   (1,156)  $   (4,888)   $   (7,060)  $  (10,361)   $  (32,394)
                               ==========   ==========    ==========   ==========    ==========
PER SHARE INFORMATION
(basic and fully diluted)

Weighted average common
shares outstanding              9,617,000    9,625,000     9,613,678    9,625,000     9,439,111
                               ==========   ==========    ==========   ==========    ==========

(Loss) per share               $    (0.00)  $    (0.00)   $    (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
                 SIX MONTHS ENDED NOVEMBER 30, 2001 AND 2002 AND
         THE PERIOD FROM INCEPTION (MARCH 10, 1999) TO NOVEMBER 30, 2002
                                   (UNAUDITED)

                                                                          Inception to
                                                                          November 30,
                                                2001          2002            2002
                                            -----------    -----------    ------------

Cash flow from operating activities:
  Net cash (used in) operating activities   $    (5,310)   $    (3,195)   $    (10,353)
                                            -----------    -----------    ------------

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

Cash flows from financing activities:
  Net cash provided by financing activities       2,100          3,300          10,900
                                            -----------    -----------    ------------

Increase (decrease) in cash                      (3,210)           105             547

Cash -  beginning of period                       3,779            442               -
                                            -----------    -----------    ------------

Cash - end of period                        $       569    $       547    $        547
                                            ===========    ===========    ============

            See the accompanying notes to the financial statements.

                            INTERNET RECREATION, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                NOVEMBER 30, 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 November 30, 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 six months ended November 30, 2002, an officer of the Company
contributed: (a) $3,300 in cash; and (b) services valued at $3,000 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, and we are subject to numerous risks
relating to our business, including but not limited to: (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) although we have conducted our operations for approximately twenty months,
we have been unsuccessful in generating any revenues; (j) we may not meet future
National Association of Securities Dealers Bulletin Board Exchange listing
requirements which may lead to increased investment risk and inability to sell
your shares; and (k) because of increased regulatory related costs affiliated
with the Sarbanes Oxley Act and because we may not meet future Bulletin Board
Exchange listing requirements, we may in the future seek merger or acquisition
candidates to meet our financial requirements, attempt to expand our business,
and meet future Bulletin Board Exchange listing requirements; however, any such
merger or acquisition involves various risks to our future business operations
and financial condition, including the following:
o    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;
o    we may be unable to negotiate acceptable terms of a merger or acquisition;
     and
o    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:
o    Making our website faster;
o    Creating more specific, self-explanatory product categories; and
o    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:
o    Oriental Trading Co.
o    MyFreeSoftware.com
o    T-Shirts.com
o    UrbanQ.com
o    SmarterKids.com
o    Kaptest.com
o    A&E/The History Channel
o    SnoopyStore.com
o    MovieClubOnline.com
o    eBooks.com
o    GoCollect.com
o    San Francisco Music Box
o    Elibs.com
o    www.hollywoodmegastore.com
o    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. In addition to the retailer links that were already added
during March 2002, we had planned during 2002 to add at least twenty other
retailer links; however, to date we have not accomplished this step in our plan
of operations. We now plan to attempt to accomplish this step in our plan of
operations during the first quarter of 2003. 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. To date, we have
not added any affiliate merchant programs.

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. To date, we have not conducted any advertising.

E. Offering Coupons or Incentives on our Website. Beginning in March 2002 and
thereafter, we had planned to negotiate with retailers to provide coupons and
other incentives to potential purchasers; however, to date we have not
accomplished this step in our plan of operations. We now plan to attempt to
accomplish this step in our plan of operations during the first quarter of 2003.
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 November 30, 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 November 30, 2002, we had limited cash resources of only $547. 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 our 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 and negatively affect our ability to generate revenues.

Item 3. Controls and Procedures.

The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's Exchange Act
reports is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is accumulated
and communicated to the Company's management, including its Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure based closely on the definition of "disclosure
controls and procedures" in Rule 13a-14(c). In designing and evaluating the
disclosure controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures. Within 90 days prior to the
date of this report, the Company carried out an evaluation, under the
supervision and with the participation of Kathleen (Patty) Hackler, the sole
member of the Company's management, and the Company's Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of
the Company's disclosure controls and procedures. Based on the foregoing, the
Company's Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures are effective. There have been no
significant changes in the Company's internal controls or in other factors that
could significantly affect the internal controls subsequent to the date the
Company completed its evaluation.

                           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. Not Applicable

                                   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)

January 16, 2003
/s/ Kathleen (Patty) Hackler
Kathleen (Patty) Hackler, President, Chief Executive Officer, Chief Financial
Officer, and Principal Accounting Officer

CERTIFICATION ACCOMPANYING PERIODIC REPORT PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

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.

4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for Internet
Recreation, Inc. and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to Internet Recreation, Inc., including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of Internet Recreation, Inc.'s disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. I have disclosed, based on my most recent evaluation, to Internet Recreation,
Inc.'s auditors and the audit committee of Internet Recreation, Inc., Inc.'s
board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect Internet Recreation, Inc.'s ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in Internet Recreation, Inc.'s internal
controls; and

6. I have indicated in this quarterly report whether there were significant
changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.

Date: January 16, 2003
/s/ Kathleen (Patty) Hackler
Kathleen (Patty) Hackler
President, Chief Executive Officer, Chief Financial Officer, and Principal
Accounting Officer
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