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**UNITED STATES
                       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 November 30, 2001.

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. 9,617,000.

                         **PART I - FINANCIAL INFORMATION****Item 1.**Financial Statements.**INDEX TO FINANCIAL STATEMENTS**

Balance Sheets..............................................................F-2

Statements of Operations....................................................F-3

Statements of Stockholders' Equity..........................................F-4

Statements of Cash Flows....................................................F-5

Notes to Financial Statements...............................................F-6

**Internet Recreation, Inc.**

                        (A Development Stage Enterprise)
                                 **Balance Sheets**

                                 November 30,          May 31,
                                    2001                2001
                                -----------         -----------
                                (unaudited)
                **ASSETS**
CURRENT ASSETS
  Cash                                 $569              $3,779
                                -----------         -----------

    Total current assets                569               3,779
                                -----------         -----------

  Total Assets                         $569              $3,779
                                ===========         ===========

                **LIABILITIES AND STOCKHOLDERS' EQUITY**

CURRENT LIABILITIES
  Accrued expenses                       $0                  $0
  Accrued expenses - related party        0                   0
                                -----------         -----------

    Total current liabilities             0                   0
                                -----------         -----------

  Total Liabilities                       0                   0
                                -----------         -----------

STOCKHOLDERS' EQUITY
  Preferred stock, $0.0001 par
    value, authorized 100,000,000
    shares: none issued                   0                   0
  Common stock, $0.0001 par value,
    authorized 100,000,000 shares:
    9,617,000 and 9,250,000 issued
    and outstanding                     962                 960
  Additional paid-in capital          9,346               5,498
  Deficit accumulated during the
    development stage                (9,739)             (2,679)
                                -----------         -----------

  Total Stockholders' Equity            569               3,779
                                -----------         -----------

Total Liabilities and Stockholders'
  Equity                               $569              $3,779
                                ===========         ===========

     The accompanying notes are an integral part of the financial statements

                                      F-2

**Internet Recreation, Inc.**
                        (A Development Stage Enterprise)
                            **Statements of Operations**
                                  (unaudited)

                                                                                  Period from
                                                                                 March 10, 1999
                                 Three Months Ended        Six Months Ended       (Inception)
                                    November 30,               November 30,         through
                              -----------------------   ----------------------- -----------------
                                 2001         2000         2001         2000    November 30, 2001
                              -----------------------   ----------------------- -----------------

Revenues                      $        0   $        0   $        0   $        0     $        0
                              -----------------------   ----------------------- -----------------

Expenses
                                                                                         7,927
  General and administrative
    expenses                         606            0        2,996            0          5,617
  Legal fees - related party           0            0            0            0             52
  Professional fees                  550            0        4,064            0          4,070
                              -----------------------   ----------------------- -----------------

    Total expenses                 1,156            0        7,060            0          9,739
                              -----------------------   ----------------------- -----------------

Net loss                      $   (1,156)  $        0   $   (7,060)  $        0   $     (9,739)
                              =======================   ======================= =================

Basic net loss per weighted
    average share             $    (0.01)  $        0   $    (0.01)  $        0
                              =======================   =======================

Weighted average number of
    shares                     9,617,000    9,250,000    9,613,678    9,250,000
                              =======================   =======================

     The accompanying notes are an integral part of the financial statements

                                       F-3

**Internet Recreation, Inc.**
                        (A Development Stage Enterprise)
                       **Statement of Stockholders' Equity****Deficit
                                                                             Accumulated
                                                                  Additional During the      Total
                                   Number of   Preferred  Common    Paid-in  Development  Stockholders'
                                    Shares       Stock     Stock    Capital    Stage         Equity**
                                  ----------  ---------- -------- ---------- -----------  ------------

**BEGINNING BALANCE**, March 10, 1999          0      $0        $0        $0        $0             $0

3/10/99 - services                 9,250,000       0       925         0         0            925
Net loss - 1999                            0       0         0         0      (925)          (925)
                                  ----------  ---------- -------- ---------- -----------  ------------

**BALANCE**, December 31, 1999         9,250,000       0       925         0      (925)             0

Net loss                                   0       0         0         0         0              0
                                  ----------  ---------- -------- ---------- -----------  ------------

**BALANCE**, December 31, 2000         9,250,000       0       925         0      (925)             0

Services                             330,000       0        33         0         0             33
Cash                                  22,000       0         2     5,498         0          5,500
Net loss                                   0       0         0         0    (1,754)        (1,754)
                                  ----------  ---------- -------- ---------- -----------  ------------

**BALANCE**, May 31, 2001              9,602,000       0       960     5,498    (2,679)         3,779

Services                               8,000       0         1     1,749         0          1,750
Cash                                   7,000       0         1     1,999         0          2,000
Contributed cash                           0       0         0       100         0            100
Net loss                                   0       0         0         0    (7,060)        (7,060)
                                  ----------  ---------- -------- ---------- -----------  ------------

**ENDING BALANCE**, November 30, 2001
(unaudited)                        9,617,000      $0      $962    $9,346   $(9,739)          $569
                                  ==========  ========== ======== ========== ===========  ============

     The accompanying notes are an integral part of the financial statements

                                   F-4
**Internet Recreation, Inc.**

                        (A Development Stage Enterprise)
                            **Statement of Cash Flows**
                                  (unaudited)

                                                                            Period from
                                                                          March 10, 1999
                                          Six Months Ended November 30,    (Inception)
                                          -----------------------------      through
                                               2001          2000        November 30, 2001
                                          -----------------------------  ------------------

**CASH FLOWS FROM OPERATING ACTIVITIES:**
Net loss                                      $(7,060)        $0              $(9,739)
Adjustments to reconcile net loss to
net cash used for operating activities:
  Stock issued for services                     1,750          0                2,658
  Stock issued for services - related party         0          0                   50
Changes in operating assets and liabilities:
Increase (decrease) accrued expenses                0          0                    0
                                          -----------------------------  ------------------
Net cash used by operating activities          (5,310)         0               (7,031)
                                          -----------------------------  ------------------

**CASH FLOW FROM INVESTING ACTIVITIES:**
  None                                              0          0                    0
                                          -----------------------------  ------------------
Net cash (used) provided by investing
  activities                                        0          0                    0
                                          -----------------------------  ------------------

**CASH FLOW FROM FINANCING ACTIVITIES:**
Proceeds from issuance of common stock          2,000          0                7,500
Cash contributed by stockholder                   100          0                  100
                                          -----------------------------  ------------------
Net cash provided by financing activities       2,100          0                7,600
                                          -----------------------------  ------------------

Net increase (decrease) in cash                (3,210)         0                  569

**CASH**, beginning of period                       3,779          0                    0
                                          -----------------------------  ------------------

**CASH**, end of period                              $569         $0                 $569
                                          =============================  ==================

     The accompanying notes are an integral part of the financial statements

                                   F-5

    The accompanying notes are an integral part of the financial statements
                           **Internet Recreation, Inc.**
                        (A Development Stage Enterprise)
                         **Notes to Financial Statements**
(Information with respect to the six months ended November 30, 2001 and 2000 is
unaudited)

**(1) Summary of Significant Accounting Principles****The Company**  Internet Recreation, Inc. is a Florida chartered development
          stage corporation  which conducts business from its headquarters in
          Boca Raton, Florida. The Company was incorporated on March 10, 1999.

          The Company's current operations are to sell personalized items to
          children via the Internet. Current activities include revamping its
          website. There is no assurance that any benefit will result from such
          activities.

          The following summarize the more significant accounting and reporting
          policies and practices of the Company:

          **a) Start-up costs**  Costs of start-up activities, including
          organization costs, are expensed as incurred, in accordance with
          Statement of Position (SOP) 98-5.

          **b) Net loss per share**  Basic is computed by dividing the net loss by
          the weighted average number of common shares outstanding during the
          period.

          **c) Use of estimates**  In preparing the financial statements, management
          is required to make estimates and assumptions that affect the reported
          amounts of assets and liabilities as of the date of the statements of
          financial condition and revenues and expenses for the period then
          ended. Actual results may differ significantly from those estimates.

          **d) Interim financial statements**  The financial statements for the six
          months ended November 30, 2001 and 2000 include all adjustments which
          in the opinion of management are necessary for fair presentation, and
          such adjustments are of a normal and recurring nature. The results for
          the six months are not indicative of a full year results.

**(2) Stockholders' Equity**  The Company has authorized 100,000,000 shares of
          $0.0001 par value common stock and 100,000,000 shares of $0.0001 par
          value preferred stock. Rights and privileges of the preferred stock
          are to be determined by the Board of Directors prior to issuance. The
          Company had 9,602,000 shares of common stock and 0 shares of preferred
          stock issued and outstanding at May 31, 2001.  The Company, on March
          10, 1999, issued 9,000,000 shares to its sole Officer and Director for
          the value of services rendered in connection with the organization of
          the Company. On the same date, the Company issued 250,000 shares for
          the value of legal services rendered in connection with the
          organization of the Company. In 2001, the Company issued 330,000
          shares of common stock for professional services rendered, valued at
          par value. In May 2001, the Company issued 22,000 shares of common
          stock at $0.25 per share for $5,500 in cash. In August 2001, the
          Company issued 8,000 shares of common stock for $2,000 in cash, or
          $0.25 per share. In August 2001, the Company issued 7,000 shares of
          common stock for services valued at $1,750, or $0.25 per share.  In
          August 2001, a stockholder contributed $100 in cash.

                                      F-6
**Internet Recreation, Inc.**
                        (A Development Stage Enterprise)
                          **Notes to Financial Statements****(3) Income Taxes**  Deferred income taxes (benefits) are provided for certain
          income and expenses which are recognized in different periods for tax
          and financial reporting purposes. The Company has net operating loss
          carry-forwards for income tax purposes of approximately $9,700, of
          which $7,000, $1,700, $0 and $900 expire at May 31, 2022, 2021, 2020
          and 2019, respectively.

          The amount recorded as deferred tax assets as of May 31, 2001 is
          approximately $1,500, which represents the amount of tax benefit of
          the loss carryforward. The Company has established a 100% valuation
          allowance against this deferred tax asset, as the Company has no
          history of profitable operations.

**(4) Related Parties**  Counsel to the Company directly owns 440,000 shares of the
         Company.

          In July 2001, the Company entered into a one-year, automatically
          renewable employment agreement with its President. This agreement
          calls for the Company to issue 100,000 shares of common stock at the
          end of each year of service.

**(5) Going Concern**  As shown in the accompanying financial statements, the
          Company incurred a net loss of $9,700 for the period  from March 10,
          1999 (Inception) through November 30, 2001. The ability of the Company
          to continue as a going concern is dependent upon generating sufficient
          cash flow and obtaining additional capital and financing.  The
          financial statements do not include any adjustments that might be
          necessary if the Company is unable to continue as a going concern.

**(6) Subsequent Events****(a) Stockholders' equity** In December 2001, the Company issued 100,000
          shares of common stock to a third party for website development
          expense.  These shares were valued at $0.25 per share, or a total of
          $25,000.  At the same time, the Company's founder contributed 100,000
          shares of common stock back to the Company.

                                      F-7

**Item 2.**Plan of Operations. The following discussion contains certain
forward-looking statements that are subject to business and economic risks and
uncertainties, and our actual results could differ materially from those forward
looking statements. The following discussion regarding our plan of operations
should be read in conjunction with our financial statements and notes thereto.

Our Operations from Our Inception to November 2001
We were incorporated on March 10, 1999. We began our operations in May 2001.
Since our inception of March 10, 1999 through November 30, 2001, we have no
revenues and we have a net loss of $9,700.

Since our inception to November 2001, we accomplished the following:
Raised Capital - We raised $9,500 for our operations through the sale of private
placement of securities.
Affiliate Marketing Agreements - During April 2001, we established agreements
with affiliate marketing companies, Commission Junction and Link Share.
Development of a Website - From approximately March 2001 to May 2001, we
developed our website; in May 2001, our website was operational.
New Retailer Links - During November (and continuing through December of our
next reporting period) we added 26 new retailer links that market the following
products:
        Children and infant clothing;
        Infant products such as diaper bags, strollers, and cribs;
        Children and infant toys and games; and
        Books and music.

In November 2001, our management decided that its website needed to be
completely redesigned and reformatted to accomplish the following goals: Create
a more user-friendly environment; Create a more aesthetically pleasing website;
and Create an organizational format to the website that offers users a greater
product and service selection.

Material Contracts.
i) To accomplish the above goals, management hired computer consultant, Kevin
Steil, to design and upgrade our website. We paid Kevin Steil 100,000 s hares of
our restricted common stock for these services. Our new website is not yet
operational and we have continued to conduct our operations with our originally
formatted website. The components of our future website are described below
under "Our Future Plan of Operations". We expect that our new website will be
operational by February 1, 2002.

ii) In December (of our next reporting period) we entered into agreements with
affiliate marketing companies, QuinStreet, Inc. and Keynetics, Inc. We will
attempt to add additional Internet retail links through the companies affiliated
with QuinStreet, Inc. and Keynetics, Inc.

Our Future Plan of Operations.  Our plan of operations over the next twelve
months will consist of the following:
A. New Website. Our website will contain an entirely new organizational format,
as follows:
Infants (General Category): Clothing; Products; and Baby Registry
(Sub-Categories).
Children (General Category): Clothing and Products (Sub-Categories).
All Ages (General Category): Toys and Books and Music (Sub-Categories).

Within each sub-category above, the user will be 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 will
then view a page that contains banner advertisements of and links to various
retailers that retail infant clothing.

Our new website will also contain a "print function" that will print 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. We will also add 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 will use iiFramework
and Infranet Enterprise Software solutions. The iiFramework company will give us
the ability to add more servers to our website to more efficiently handle
traffic to the website and easily add new categories and product offerings when
needed. We will also create a new professional logo, color scheme, and
navigation layout to the website to improve our brand awareness.

We expect that all of the above described aspects of our new website will be
operational by February 1, 2002.

B. New Retailer Links. During the remainder of 2002 we expect 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 two affiliate
merchant programs. We do not anticipate any cost affiliated with this aspect of
our future operations.

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 for purchase of products from our linked
retailers. At the present time, we do not anticipate any cost affiliated with
this aspect of our operations.

Liquidity and Capital Resources. As of November 30, 2000, we had limited cash
capital resources of only $569. Our business plan includes the following
estimated capital expenditures of $6,200 over the next twelve months, as
follows: $1,500 for advertising in infant and children's magazines; $1,200 for
paying our server over the next twelve months; and $3,500 for working capital.

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 to 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.

**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
** Denotes previously filed exhibits to Form SB-2 filed on November 14,2001.

         (b) Reports on Form 8-K.  None.

                                   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 RECRATION, INC.
                                                        (Registrant)
January 8, 2002/s/ Cathy Williamson
                                                    Cathy Williamson, President
```