`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 February 28, 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                                (IRS Employer
incorporation or organization)                               Identification No.)
         19489 Colorado Circle, Boca Raton, Florida               33434
          (Address of principal executive offices)              (Zip Code)
                                  (561)470-9972
              (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
                           FEBRUARY 28, 2002
                              (UNAUDITED)

                                 ASSETS

CURRENT ASSETS
   Cash                                                  $        782
                                                         ------------

OTHER ASSETS
   Web site                                                    25,000
                                                         ------------
                                                             $ 25,782
                                                         ============

                  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                                              40,845
  Deficit accumulated during the development stage            (16,026)
                                                         ------------
                                                               25,782
                                                         ------------

                                                         $     25,782
                                                         ============

        See the accompanying notes to the financial statements.


                            INTERNET RECREATION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
        THREE MONTHS AND NINE MONTHS ENDED FEBRUARY 28, 2001 AND 2002 AND
         THE PERIOD FROM INCEPTION (MARCH 10, 1999) TO FEBRUARY 28, 2002
                                   (UNAUDITED)

                                                                                             Inception to
                                                   Three Months           Nine Months        February 28,
                                                 -------------------- -------------------    -------------
                                                  2001        2002        2001        2002          2002

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

OPERATING COSTS AND EXPENSES
   General and administrative                        -          6,287         -       13,347        16,026
                                                ---------   ---------  ---------   ---------     ---------

NET (LOSS)                                      $    -       $ (6,287) $      -   $  (13,347)   $  (16,026)
                                                =========   =========  =========  ==========   ===========

PER SHARE INFORMATION (basic and fully diluted)

Weighted average common shares outstanding      9,250,000   9,621,000  9,250,000   9,617,452     9,431,750
                                                =========   =========  =========   =========     =========

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


                            INTERNET RECREATION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                NINE MONTHS ENDED FEBRUARY 28, 2001 AND 2002 AND
         THE PERIOD FROM INCEPTION (MARCH 10, 1999) TO FEBRUARY 28, 2002
                                   (UNAUDITED)

                                                                       Inception to
                                                                       February 28,
                                                   2001        2002        2002
Cash flow from operations:
  Net cash (used in) operating activities        $     -    $  (7,097) $  (8,818)
                                                 --------   ---------  ---------

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

Cash flows from financing activities:
  Net cash provided by financing activities            -        4,100      9,600
                                                 --------    --------   --------

Increase (decrease) in cash                            -       (2,997)       782

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

Cash - end of period                             $     -        $ 782      $ 782
                                                 ========    ========   ========



                            INTERNET RECREATION, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                FEBRUARY 28, 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,
2001.

(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 February 28, 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 December 2001 the Company issued 100,000 shares of its common stock in
exchange  for the design of a web site.  These  shares have been valued at their
fair market value of $25,000.  Concurrently  with the issuance the  President of
the  Company  returned  100,000  shares of common  stock to the  Company  for no
consideration and these shares were cancelled.

During the period ended February 28, 2002 the Company issued 15,000 shares of
common  stock for cash  aggregating  $4,000 and 8,000 shares of common stock for
services  valued at $1,750.  The services  have been recorded at the fair market
value of the Company's common stock on the date the services were performed.  In
addition, an officer contributed $100 to the capital of the Company.

Item 2.  Plan of Operations.
Forward-Looking Statements.
---------------------------
This report on Form 10-QSB contains forward looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. 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" within the meaning of the Private
Securities Litigation Reform Act of 1995. 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 amount of resources devoted to
advertising; and (d) those risks factors contained in our Form SB-2 Registration
Statement. 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 March 2002.
We were incorporated on March 10, 1999. We began our operations in May 2001.
Since our inception to March 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. 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 November 30, 2001, we have had only minimal 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 April 1, 2002, we had limited cash capital resources of only $650. 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 over the next twelve
months: $1,500 for advertising in infant and children's magazines and $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 or 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 or 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 or
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)
April 3, 2002                                      /s/ Cathy Williamson
                                                   Cathy Williamson, President`