`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, 2003

                        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. 12,625,000.





                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.


                            INTERNET RECREATION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                FEBRUARY 28, 2003
                                   (UNAUDITED)

                                     ASSETS

CURRENT ASSETS
   Cash                                                            $     81
                                                                   --------
OTHER ASSETS
   Web site                                                          14,584
                                                                   --------
                                                                   $ 14,665
                                                                   ========


                      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, 12,625,000 shares
   issued and outstanding                                             1,263
  Paid in capital                                                    50,345
  (Deficit) accumulated during the development stage                (36,943)
                                                                   --------
                                                                     14,665
                                                                   --------
                                                                   $ 14,665
                                                                   ========




             See the accompanying notes to the financial statements.


                                        2




                            INTERNET RECREATION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
       THREE MONTHS AND NINE MONTHS ENDED FEBRUARY 28, 2002 AND 2003, AND
         THE PERIOD FROM INCEPTION (MARCH 10, 1999) TO FEBRUARY 28, 2003
                                   (UNAUDITED)

                                                                          Inception to
                                  Three Months            Nine Months     February 28,
                             ---------------------  --------------------  ------------
                                2002       2003        2002       2003         2003
                             ---------  ----------  ---------  ---------  ------------
REVENUE
  Net sales                  $     -    $     -     $     -    $     -     $     -
                             ---------  ----------  ---------  ---------  ------------

OPERATING COSTS AND EXPENSES
  General and administrative     6,287       4,549     13,347     14,910       36,943
                             ---------  ----------  ---------  ---------  ------------

NET (LOSS)                   $  (6,287) $   (4,549) $ (13,347) $ (14,910   $  (36,943)
                             =========  ==========  =========  =========  ============

PER SHARE INFORMATION
(basic and fully diluted)

Weighted average common
shares outstanding           9,621,000  10,558,333  9,617,452  9,932,692    9,508,421
                             =========  ==========  =========  =========  ============
(Loss) per share             $ (0.00)    $ (0.00)    $ (0.00)   $ (0.00)    $  (0.00)
                             =========  ==========  =========  =========  ============




             See the accompanying notes to the financial statements.


                                        3




                            INTERNET RECREATION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                NINE MONTHS ENDED FEBRUARY 28, 2002 AND 2003, AND
         THE PERIOD FROM INCEPTION (MARCH 10, 1999) TO FEBRUARY 28, 2003
                                   (UNAUDITED)

                                                                   Inception to
                                                                   February 28,
                                               2002       2003         2003
                                             --------   --------   ------------

Cash flow from operating activities:
  Net cash (used in) operating activities    $ (7,097)  $ (4,161)    $ (11,319)
                                             --------   --------   ------------

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

Cash flows from financing activities:
  Net cash provided by financing activities     4,100      3,800        11,400
                                             --------   --------   ------------

Increase (decrease) in cash                    (2,997)      (361)           81

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

Cash - end of period                         $    782   $     81     $      81
                                             ========   ========   ============





             See the accompanying notes to the financial statements.


                                       4




                            INTERNET RECREATION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                FEBRUARY 28, 2003
                                   (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 SB.
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
and the years ended May 31, 2002 and 2001 and the period from inception (March
10, 1999) to May 31, 2002.

(2) Earnings Per Share

The Company calculates net income (loss) per share as required by Statement of
Financial Accounting Standards 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 common 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, 2003.

(4) Income Taxes

The Company accounts for income taxes under SFAS 109 "Accounting for Income
Taxes", which requires use of the liability method. SFAS 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





                            INTERNET RECREATION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                FEBRUARY 28, 2003
                                   (UNAUDITED)


(5) Stockholders' Equity

During the nine months ended February 28, 2003 an officer of the Company
contributed $3,800 to the capital of the Company. In addition, during February
2003 the Company issued 3,000,000 shares of common stock in consideration for
services provided by its president valued at $4,500. Management believes that
this represents the fair market value of the shares issued and the services
provided.

(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.


                                       6



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 amount of
resources devoted to advertising; (d) limited or no funding to conduct our
operations; (e) our failure to implement certain steps in our plan of operations
within the time period we originally planned to accomplish; (f) if we fail to
institute methods of retaining first time users of our services, our revenues
will be adversely affected; (g) because our management has no relevant
experience or background in our business, we may be unable to develop profitable
operations; (h) 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; (i) 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; (j) although we have
conducted our operations for approximately twenty months, we have been
unsuccessful in generating any revenues; and (k) 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.

Because we have failed to earn any revenues with our business plan, 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 April 2003.
We were incorporated on March 10, 1999. We began our operations in May 2001.
Since our inception to April 2003, 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.



                                       7


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.

A.Additional and Renamed Categories:
We added the following two new main categories with related sub-categories:
     o    "Women" - with sub-categories "Clothing," "Accessories," and "Health
          & Beauty"; and
     o    "Other" - with sub-category "Not for Profit Links."

In addition, we renamed one category which had been entitled "All Ages" to "Kids
of All Ages."



                                       8
B. Additional Internet Links: In order to offer our users a greater product and
service selection, and in our attempt to generate revenues, we incorporated the
following 147 additional Internet links into our website in April 2003, which
are organized into the following main categories with related subcategories:
(a) Infants; (b) Children; (c) Kids of all Ages; (d) Women; (e) Accessories;
(f)Health & Beauty; and (g) Other.

Infants
     o    Clothing
          o    Posh Tots

     o    Products
          o    Nursery Depot
          o    Dreamtime Baby
          o    Mothercare
          o    ABaby.com
          o    Magic Cabin
          o    Scholastic Store


Children
     o    Clothing
          o    CWD Kids
          o    T-Shirt Giant
          o    The Kids Window
          o    Delia*com

     o    Products
          o    babymint.com
          o    Spanish Toys
          o    Everything Elementary
          o    Jostens
          o    Net Nanny

Kids of All Ages
     o    Toys & Games
          o    Are You Game.com
          o    HobbyTron.com
          o    KBToys.com
          o    Imagine the Challenge
          o    eToys
          o    RedWagons.com
          o    eHobbies.com
          o    Willygoat Toyland
          o    Duncan Toys Co.
          o    eSticker
          o    Things From Another World
          o    CrossToy.com
          o    ABC123 Discount Toys

     o    Books, Music & Videos
          o    Disney Movie Club
          o    Audiobookclub.com



                                       9
Women
     o    Clothing
          o    Blair.com
          o    Motherwear
          o    Junonia Plus Size Activewear for Women
          o    CrossingPointe.com
          o    Elisabeth by Liz Claiborne
          o    Maxstudio.com
          o    Big Girl's Bras
          o    Earth Speaks Organic Fashions
          o    Delta Burke Clothing for Plus Size Women
          o    T-Shirt King
          o    avenue.com
          o    Bare Necessities
          o    Brooks Brothers
          o    Coldwater Creek
          o    JustMySize.com
          o    onehanesplace.com
          o    Sierra Trading Post
          o    Silhouettes
          o    Simply Dresses
          o    Ulla Popken Limited Partnership
          o    Undergear.com

     o    Accessories
          o    Foot Smart
          o    Zappos.com
          o    Happy Feet Plus
          o    Shoes Avenue
          o    SoftMoc Internet Shoe Shop
          o    The Walking Company
          o    customatix.com
          o    Shoe-Shop.com
          o    ReadingGlasses.com
          o    Cellulite Treatment & Compression Hosiery
          o    Pacific Sunwear
          o    Classic Closeouts
          o    Shoes.com
          o    FamousFootwear.com
          o    DesignerShoes.com
          o    Teva
          o    Simple
          o    Efootwear.com
          o    Foot.com Store
          o    cloudwalkers.com
          o    Elite Jewels Inc.
          o    eLuxury
          o    Eziba
          o    Forzieri.com
          o    ICE.com, Inc.
          o    JewelryWeb.com, Inc.
          o    Limoges Jewelry
          o    Mondera.com, Inc.
          o    Reeds Jewelers
          o    Szul.com
          o    PalmBeachJewelry.com
          o    EWatchFactory Corp.



                                       10


     o    Health & Beauty
          o    Emjoi
          o    Vitamins-etc.com
          o    nutrisystem.com
          o    musclesurf.com
          o    Allergy Control Begins at Home
          o    NutriCounter.com
          o    Strawberrynet.com
          o    Osmotics/FNS
          o    VAPIR Digital Aromatherapy Vaporizer
          o    The Skin Store, Inc.
          o    The Sedona Method
          o    Serenity Health
          o    ImmuneSupport.com
          o    TrimLife, Inc.
          o    Toni's of Maine
          o    The Tan Shop
          o    Bath-and-Body.com
          o    Beauty Trends
          o    Kiss My Face
          o    ULTA.com
          o    CosmeticMall.com
          o    Ultra Hair Away
          o    Ashley Skin Nutrition
          o    Synergy Diet
          o    Kalyx.com
          o    Jenny Craig
          o    WebVitamins
          o    VitaminLab.com
          o    bodybyjake.com
          o    Diet2000.net
          o    Getvitamins.com
          o    Joe Muscle
          o    ex-weightloss.com
          o    Health4her.com
          o    Real Health Laboratories
          o    Pharmacys.net
          o    Learning Strategies
          o    www.healthtrack.com
          o    Selfhelpworks
          o    Diet Power
          o    Allergy Be Gone
          o    Clean Air 4 Life
          o    DiabetesStore.com
          o    QuitSmoking.com
          o    Net-Medical
          o    herbselect.com
          o    weightwatchers.com
          o    LaParfumerie.com
          o    1-800-Patches.com
          o    DERMAdoctor.com, Inc.
          o    eDiets.com
          o    FragranceNet.com
          o    Inner-Self
          o    Sephora.com, Inc.
          o    Yves Rocher
          o    Vitacost.com
          o    VitaminShoppe.com
          o    drugstore.com, Inc.
          o    Beach Body



                                       11
Other
     o    Not for Profit Links
          o    Save the Children
          o    Save the Children ESponsorship
          o    World Vision


C. Advertisements: We have paid for the following advertisements to advertise
the products that we offer through our website at www.personalizedkidsstuff.com:
     o    The Sun Times, a Heber Springs, Arkansas based newspaper publication
          scheduled to appear during 2002 on April 16, 18, 23, and 25; and
     o    The Log Cabin, a Conway, Arkansas based newspaper publication
          scheduled to appear during 2002 on April 15 and 22, and on Log Cabin's
          website, www.thecabin.net, during the period from April 15 to April
          22, 2002.

D. New Website Name: On April 15, 2003, we reserved the website name
www.kidfusion.com through Network Solutions, a domain registration service. By
September 2003, we plan to conduct our operations through www.kidfusion.com, at
which time we will terminate the use of the website name,
www.personalizedkidsstuff.com. Our purpose in changing our website name is to
use a name that is:
     o    more descriptive of our business;
     o    is shorter and therefore possibly more recognizable to prospective
          Internet users; and
     o    is possibly more appealing to prospective Internet users in our
          attempt to increase the level of visitation to our website.

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. We will continually attempt to add additional Internet
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.



                                       12
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 due to our failure to generate
revenues. We now plan to accomplish this step sometime during 2003, if we
generate sufficient revenues to attract retailers to provide us with such
incentives and coupons. 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 February 28, 2003, 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 February 28, 2003, we had limited cash resources of only $81. 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, which
has been $0. 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.



                                       13


We have no alternative plan of operations. In the event that we do not receive
financing or our financing is inadequate or if we do not adequately implement an
alternative plan of operations that enables us to conduct operations without
having received adequate financing, we may have to liquidate our business and
undertake any or all of the following actions:
     o    Sell or dispose of our assets, if any;
     o    Pay our liabilities in order of priority, if we have available cash to
          pay such liabilities;
     o    If any cash remains after we satisfy amounts due to our creditors,
          distribute any remaining cash to our shareholders in an amount equal
          to the net market value of our net assets;
     o    File a Certificate of Dissolution with the State of Florida to
          dissolve our corporation and close our business;
     o    Make the appropriate filings with the Securities and Exchange
          Commission so that we will not longer be required to file periodic and
          other required reports with the Securities and Exchange Commission,
          if, in fact, we are a reporting company at that time; and
     o    Make the appropriate filings with the National Association of Security
          Dealers to affect a delisting of our common stock, if, in fact, our
          common stock is trading on the Over-the-Counter Bulletin Board at that
          time.

Based upon our current assets, however, we will not have the ability to
distribute any cash to our shareholders.

If we have any liabilities that we are unable to satisfy and we qualify for
protection under the U.S. Bankruptcy Code, we may voluntarily file for
reorganization under Chapter 11 or liquidation under Chapter 7. Our creditors
may also file a Chapter 7 or Chapter 11 bankruptcy action against us. If our
creditors or we file for Chapter 7 or Chapter 11 bankruptcy, our creditors will
take priority over our shareholders. If we fail to file for bankruptcy under
Chapter 7 or Chapter 11 and we have creditors, such creditors may institute
proceedings against us seeking forfeiture of our assets, if any.

We don't know and cannot determine which, if any, of these actions we will be
forced to take.

If any of these foregoing events occur, you could lose your entire investment in
our shares.

Item 3. Controls and Procedures.

We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our 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 our sole member of management, who is our 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, we carried out an evaluation, under the supervision and with the
participation of Kathleen (Patty) Hackler, the sole member of our management and
our Chief Executive Officer and Chief Financial Officer, of the effectiveness of
the design and operation of our disclosure controls and procedures. Based on the
foregoing, Kathleen (Patty) Hackler concluded that our disclosure controls and
procedures are effective. There have been no significant changes in our internal
controls or in other factors that could significantly affect the internal
controls subsequent to the date we completed our evaluation.



                                       14



                           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)

April 21, 2003
/s/ Kathleen (Patty) Hackler
Kathleen (Patty) Hackler, President, Chief Executive Officer, Chief Financial
Officer, and Principal Accounting Officer



                                       15


    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.'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: April 21, 2003
/s/ Kathleen (Patty) Hackler
Kathleen (Patty) Hackler
President, Chief Executive Officer, Chief Financial Officer, and Principal
Accounting Officer



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