<PAGE>


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB



(Mark One)

[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of
    1934

For the quarterly period ended         6/30/02
                               -----------------------

[ ] Transition report under Section 13 or 15(d) of the Exchange Act

For the transition period from ___________ to ______________

Commission file number    000-28107
                       ---------------

                                INCITATIONS, INC.
--------------------------------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)

            NEVADA                                             88-0335710
-------------------------------                          -----------------------
(State or Other Jurisdiction of                             (I.R.S. Employer
 Incorporation or Organization)                            Identification No.)


       1800 MCGILL COLLEGE, SUITE 2480, MONTREAL, QUEBEC, H3A 3J6, CANADA
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (514) 288-1687
--------------------------------------------------------------------------------
                           (Issuer's Telephone Number)

Check whether the issuer; (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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.

Yes     X              No
    ---------             ------------

As of August 19, 2002, 27,142,325 shares of the issuer's common stock, par value
$.0002 per share, were outstanding.

Transitional Small Business Disclosure Format (check one): Yes        No   X
                                                               -----     -----


<PAGE>


PART I.  FINANCIAL INFORMATION

                                INCITATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)


                              INTERIM BALANCE SHEET
                                  (U.S. FUNDS)
                                   (UNAUDITED)

                                     ASSETS


<TABLE>
<CAPTION>
                                                                       June 30,        December 31,
                                                                         2002              2001
                                                                   --------------     -------------
<S>                                                                <C>                <C>
CURRENT
Cash                                                               $        2,905     $       2,905

                                   LIABILITIES
CURRENT
Accounts payable                                                   $      120,584     $      99,045
Advances from related company                                             221,478           209,500
                                                                   --------------     -------------
                                                                          342,062           308,545
                                                                   --------------     -------------

                               CAPITAL DEFICIENCY
CAPITAL STOCK AUTHORIZED
300,000,000 Common stock at $0.0002 par value

  ISSUED AND OUTSTANDING
    27,142,325           Common shares                                     27,834            27,834

  ADDITIONAL PAID-IN CAPITAL                                              278,571           278,571

DEFICIT ACCUMULATED DURING
        THE DEVELOPMENT STAGE                                            (645,562)         (612,045)
                                                                   --------------     -------------
                                                                         (339,157)         (305,640)
                                                                   --------------     -------------
                                                                   $        2,905     $       2,905
                                                                   ==============     =============
</TABLE>

See accompanying notes to interim financial statements.


<PAGE>


                                INCITATIONS INC.
                          (A DEVELOPMENT STAGE COMPANY)

                         INTERIM STATEMENT OF OPERATIONS
                                  (U.S. FUNDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                              FROM
                                                                                                           INCEPTION
                                                                                                            MARCH 28,
                                                                                                              1995
                                    THREE MONTHS ENDED JUNE 30             SIX MONTHS ENDED JUNE 30         TO JUNE
                                      2002               2001                 2002           2001           30, 2002
                                      ----               ----                 ----           ----           --------
<S>                               <C>                <C>                  <C>             <C>               <C>
REVENUE                           $     -            $     -              $     -         $     -           $   -

EXPENSES                               25,134              30,964              33,517          51,080         645,562
                                  -----------        ------------         -----------     -----------       ---------

NET LOSS FROM OPERATIONS          $   (25,134)       $    (30,964)        $   (33,517)    $   (51,080)      $(645,562)
                                  ===========        ============         ===========     ===========       =========

WEIGHTED AVERAGE NUMBER
     OF SHARES                     27,142,325          27,142,325          27,142,325      26,491,064
                                  ===========       =============         ===========     ===========

BASIC LOSS PER SHARE              $      0.00       $        0.00         $      0.00
                                  ===========       =============         ===========
</TABLE>





See accompanying notes to interim financial statements.


<PAGE>


                                INCITATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

               INTERIM STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                  (U.S. FUNDS)
                                   (UNAUDITED)

                    FOR THE PERIOD FROM THE DATE OF INCEPTION
                         MARCH 28, 1995 TO JUNE 30, 2002

<TABLE>
<CAPTION>
                                                                                                                 DEFICIT
                                                                                                               ACCUMULATED
                                                                                              ADDITIONAL       DURING THE
                                                                    COMMON STOCK               PAID-IN         DEVELOPMENT
                                                             SHARES           AMOUNT           CAPITAL            STAGE
                                                             ------           ------           -------            -----
                                                                #               $                 $                 $
<S>                                                       <C>               <C>               <C>              <C>
Inception on March 28, 1995                                    -                -                 -                 -
Common stock issued for cash at $0.0058 per share           1,850,540           -                 -                 -
Common stock issued for cash at $0.0334 per share           1,862,349           -                 -                 -
Net loss for the period ended December 31, 1995                -                -                 -                 -
                                                          -----------       ----------        ---------        ----------

Balance, December 31, 1995                                  3,712,889           -                 -                 -
Net loss for the year ended December 31, 1996                  -                -                 -                (1,500)
                                                          -----------       ----------        ---------        ----------

Balance, December 31, 1996                                  3,712,889           -                 -                (1,500)
Net loss for the year ended December 31, 1997                  -                -                 -                  (535)
                                                          -----------       ----------        ---------        ----------

Balance, December 31, 1997                                  3,712,889           -                 -                (2,035)
Common stock issued for cash at $0.0356 per share
  (Note 4)                                                    421,728           -                 -                 -
Net loss for the year ended December 31, 1998                  -                -                 -                (3,035)
                                                          -----------       ----------        ---------        ----------

Balance, December 31, 1998                                  4,134,617           -                 -                (5,070)
Common stock cancelled (Note 4)                               (28,115)          -                 -                 -
Common stock cancelled (Note 3)                            (2,534,615)          -                 -                 -
Common stock cancelled (Note 4)                              (383,612)          -                 -                 -
Common stock issued in exchange for all issued
  and outstanding common shares of MFCC (Note 3)           22,500,000           25,000           (2,000)            -
Common stock issued for professional fees at
  $0.02 per share (Note 4)                                    775,000              155           15,345             -
Net loss for the year ended December 31, 1999                  -                -                 -              (429,997)
                                                          -----------       ----------        ---------        ----------

Balance, December 31, 1999                                 24,463,275           25,155           13,345          (435,067)
Net loss for the year ended December 31, 2000                  -                -                 -               (81,301)
                                                          -----------       ----------        ---------        ----------

Balance, December 31, 2000                                 24,463,275           25,155           13,345          (516,368)
Conversion of loan payable into common stock                2,679,050            2,679          265,226             -
Net loss for the year ended  December 31, 2001                 -                -                 -               (95,677)
                                                          -----------       ----------        ---------        ----------

Balance, December 31, 2001                                 27,142,325           27,834          278,571          (612,045)
Net loss for the six months ended June 30, 2002                 -               -                 -               (33,517)
                                                          -----------       ----------        ---------        ----------

Balance, June 30, 2002                                     27,142,325           27,834          278,571          (645,562)
                                                          ===========       ==========        =========        ==========
</TABLE>




See accompanying notes to interim financial statements.


<PAGE>


                                INCITATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                         INTERIM STATEMENT OF CASH FLOWS
                                  (U.S. FUNDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                                          FROM
                                                                                                                       INCEPTION
                                                                                                                     MARCH 28, 1995
                                               THREE MONTHS ENDED JUNE 30              SIX MONTHS ENDED JUNE 30        TO JUNE 30,
                                                  2002             2001             2002             2001                 2002
                                                  ----             ----             ----             ----                 ----
<S>                                         <C>               <C>               <C>              <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Loss from operations                      $      (25,134)   $     (30,964)    $     (33,517)   $     (51,080)      $    (645,562)
  Increase (decrease) in:
    Accounts payable                                24,171          (30,964)           21,539          (18,037)            120,584
    Investment in shares of stock
      written off                                  -                -                 -                -                   250,000
                                            --------------    -------------     -------------    -------------       -------------

                                                      (963)         -                 (11,978)         (69,117)           (274,978)
                                            ---------------   -------------     --------------   --------------      -------------
CASH FLOWS FROM INVESTING ACTIVITIES
  Amount paid for the acquisition of
    Cynergy shares                                 -                -                 -                -                  (250,000)
  Accounts payable acquired on merger              -                -                 -                -                    (2,000)
                                            --------------    -------------     -------------    -------------       -------------
                                                   -                -                 -                -                  (252,000)
                                            --------------    -------------     -------------    -------------       -------------
CASH FLOWS FROM FINANCING ACTIVITIES
  Advances from related company                        963          -                  11,978           69,117             221,478
  Issuance of common stock                         -                -                 -                -                    40,500
  Loans payable                                    -                -                 -                -                   267,905
                                            --------------    -------------     -------------    -------------       -------------
                                                       963          -                  11,978           69,117             529,883
                                            --------------    -------------     -------------    -------------       -------------
INCREASE IN CASH                                   -                -                 -                -                     2,905

CASH, beginning of period                            2,905            2,905             2,905            2,905             -
                                            --------------    -------------     -------------    -------------       -------------

CASH, end of period                                  2,905            2,905             2,905            2,905               2,905
                                            ==============    =============     =============    =============       =============
SCHEDULE OF NON-CASH TRANSACTION
  Conversion of loans payable into
    common stock                            $      -          $     -           $     -          $     267,905       $     267,905
                                            --------------    -------------     -------------    -------------       =============
</TABLE>




See accompanying notes to interim financial statements.


<PAGE>


                                INCITATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                      NOTES TO INTERIM FINANCIAL STATEMENTS
                                  (U.S. FUNDS)
                                   (UNAUDITED)

                                  JUNE 30, 2002

1.     ORGANIZATION AND DESCRIPTION OF BUSINESS

       Incitations, Inc. ("Incitations" or the "Company") was incorporated under
       the laws of the state of Nevada on March 28, 1995 under the name of
       Truco, Inc. The shareholders approved a name change on March 22, 1996,
       March 18, 1997, September 13, 1999 and October 3, 2000 to Web Tech, Inc.,
       Cynergy, Inc., Mercantile Factoring Credit Online Corp. and to its
       present name, respectively.

       Prior to the merger in September 1999 (Note 3), the Company's activities
       had been in the development of proprietary technology and services using
       smart and remote memory cards and wireless and landline networks in the
       fields of commerce, publishing and network based systems.

       The financial statements of the Company are prepared in accordance with
       generally accepted accounting principles in the United States of America.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       (A)    ACCOUNTING METHOD

              The Company's financial statements are prepared using the accrual
              method of accounting.

       (B)    INCOME TAXES

              No provision for income taxes has been made due to the inactive
              status of the Company. The Company has net operating loss
              carry-forwards of approximately $487,000, including Cynergy's net
              operating loss carry-forward of $92,000 at the time of merger,
              which expires up to 2016. The potential tax benefit of the loss
              carry-forwards has been offset in full by a valuation allowance.

       (C)    ESTIMATES

              The preparation of financial statements in accordance with
              generally accepted accounting principles in the United States of
              America requires management to make estimates and assumptions that
              affect the reported amount of assets and liabilities and
              disclosure of contingent assets and liabilities at the date of the
              financial statements and the reported amount of revenues and
              expenses during the reported period. These estimates are reviewed
              periodically, and, as adjustments become necessary, they are
              reported in earnings in the period in which they become known.


<PAGE>


       (D)    BASIC LOSS PER COMMON SHARE

              Basic loss per common share has been calculated based on the
              weighted average number of shares of common stock outstanding
              during the period.



<PAGE>


                                INCITATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                      NOTES TO INTERIM FINANCIAL STATEMENTS
                                  (U.S. FUNDS)
                                   (UNAUDITED)

                                  JUNE 30, 2002

3.     BUSINESS COMBINATION

       On September 29, 1999, the Company and Mercantile Factoring & Credit
       Corp. ("MFCC") completed their agreement to merge upon the filing of the
       Articles of Merger with the Secretary of State of the state of Nevada.

       Pursuant to a separate transaction, MFCC bought 2,534,615 shares of the
       Company (61.3%) from the shareholders for cash of $250,000 and, prior to
       the Merger, contributed those shares to the Company for cancellation. The
       investment was written off and charged to expenses on the statement of
       operations for the year ended December 31, 1999.

       Under the merger agreement, the Company issued 22,500,000 post-merger
       shares to the former owner of MFCC in consideration for all of the issued
       and outstanding common shares of MFCC. As the former shareholder of MFCC
       obtained control (91.97%) of the Company through the share exchange, this
       transaction has been accounted for in these financial statements as a
       reverse takeover and the purchase method of accounting has been applied.
       Under reverse takeover accounting, MFCC is considered to have acquired
       Incitations with the results of operations included in these financial
       statements from the date of acquisition. MFCC was then merged into the
       Company.

4.     STOCK TRANSACTIONS

       In March 1995, the Company issued 1,850,540 shares of common stock to
       individuals at $0.029 per share for cash.

       At the end of 1995, the Company completed a public offering. A total of
       1,862,348 shares of common stock were issued at $0.0334 per share. The
       stock offering costs were offset against the proceeds of the common
       stock. On January 10, 1996, the Company effected a 10-for-1 reverse stock
       split. On March 28, 1996, the Company effected a 6-for-1 forward stock
       split and changed its par value from $0.01 per share to $0.001 per share.
       The authorized shares were 300,000,000 after these amendments. The
       financial statements reflect the stock splits on a retroactive basis.

       On March 24, 1998, the Company entered into a Rescission Agreement with
       the shareholders of Geo Ram, Inc. whereby the shareholders of Geo Ram,
       Inc. returned the 6,000,000 shares issued in connection with the Share
       Exchange Agreement dated November 30, 1996. The rescission has been
       reflected on a retroactive basis.



                                       9

<PAGE>


       Per a letter of understanding, dated May 25, 1998, the Company acquired
       the rights to purchase a 100% working interest, subject to a 21% royalty
       (79% net revenue interest), in oil and gas leases consisting of 960 acres
       for a total of $240,000. The leases were located in the San Joaquin
       Valley, Kern County, California.



                                       10

<PAGE>


                                INCITATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                      NOTES TO INTERIM FINANCIAL STATEMENTS
                                  (U.S. FUNDS)
                                   (UNAUDITED)

                                  JUNE 30, 2002


4.     STOCK TRANSACTIONS (Continued)

       The Company decided not to proceed with the option. No further payments
       were made and the option expired. The initial payment of $15,000 was paid
       by shareholders who were issued 421,728 shares of common stock at $0.0356
       per share.

       On September 3, 1999, the Company cancelled 28,115 common stock and
       credited the paid-in capital for the original par value.

       On September 13, 1999, the Company effected a 17.784 for 1 reverse stock
       split. The financial statements reflect the stock splits on a retroactive
       basis.

       On September 22 and 23, 1999, the Company cancelled 2,534,615 and 383,612
       common stock, respectively, and credited the paid-in capital for the
       original par value.

       In accordance with the merger agreement (Note 3), the Company issued
       22,500,000 common shares at $0.001 per share to the former owner of MFCC
       in exchange for all issued and outstanding shares of MFCC.

       The Company issued 400,000 and 375,000 common shares at $0.02 per share
       in September 1999 as finders' and legal fees, respectively, in connection
       with the merger.

       On October 3, 2000, the Company effected a 5 for 1 stock split. The
       financial statements reflect the stock splits on a retroactive basis.

       The company issued 2,679,050 common shares at $0.10 per share on February
       15, 2001 in connection with the cancellation of the financing agreement
       and conversion of loan payable.

       In April 2001, the par value of the Company's common stock was changed
       from $0.001 to $0.0002 per Certificate of Amendment to the Articles of
       Incorporation.

5.     ADVANCES FROM RELATED COMPANY

       Although the financing agreement with Worldnet described in Note 6 was
       cancelled, Worldnet continues to advance monies to the Company to cover
       certain ongoing expenses. As of June 30, 2002, Worldnet made $221,478 in
       advances to the Company. The advances are non-interest bearing with no
       specific terms of repayment.



                                       11

<PAGE>


                                INCITATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                      NOTES TO INTERIM FINANCIAL STATEMENTS
                                  (U.S. FUNDS)
                                   (UNAUDITED)

                                  JUNE 30, 2002


6      GOING CONCERN

       The Company financial statements are prepared using generally accepted
       accounting principles in the United States of America applicable to a
       going concern which contemplates the realization of assets and
       liquidation of liabilities in the normal course of business. The Company
       has not established revenues sufficient to cover its operating costs and
       allow it to continue as a going concern.

       Over the next twelve months, the Company's business plan is to seek,
       investigate, and, if warranted, acquire one or more properties or
       businesses, and to pursue other related activities intended to enhance
       shareholder value. The acquisition of a business opportunity may be made
       by purchase, merger, exchange of stock, or otherwise, and may encompass
       assets or a business entity, such as a corporation, joint venture or
       partnership. The Company does not have significant capital, and it is
       unlikely that the Company will be able to take advantage of more than one
       such business opportunity.

       The Company's operations during the next 12 months will be limited solely
       to the seeking of an appropriate merger or acquisition candidate. The
       Company does not intend to pay any salaries nor incur any expenses other
       than those expenses necessary to ensure that the Company remains in good
       standing with the State of Nevada and in compliance with the regulatory
       requirements of the SEC and other regulatory bodies. The majority
       shareholder of the Company has orally committed to advance to the Company
       whatever funds may be necessary to maintain regulatory compliance until
       the Company completes a merger or acquisition.





                                       12


<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Company Background
------------------

Incitations, Inc. (the "Company"), a Nevada corporation, has its principal
offices at 1800 McGill College, Suite 2480, Montreal, Quebec, H3A 3J6 Canada.
The telephone number is (514) 288-1687. Through August 15, 2002, the Company has
generated no revenues from operations. The Company's auditors have expressed
doubt about the Company's ability to continue as a going concern. The Company
has current assets in the form of cash of $2,905, total assets of $2,905 and
current liabilities of $342,062. The Company's net losses to date are $645,562.

The Company was incorporated in March 1995 under the name of Truco, Inc. and was
to engage in the business of manufacturing, selling and marketing a product
described as the "Belt Wallet." However, soon thereafter the Company elected not
to proceed with its intended business objective of marketing and selling the
"Belt Wallet" but instead elected to change its focus to the area of developing
proprietary technology and services using smart and remote memory cards and
wireless and land-line networks in the fields of commerce, publishing, and
network-based systems. The Company entered into a licensing agreement for the
exclusive right to market and manufacture a technology known as the "ARCard,
ARCommerce Reader, ARCinternet Computer", and its application programming
bundled together as the "ARCommerce Kit" as a way of doing business over the
Internet. On March 22, 1996, the Company changed its name to "Web Tech
Incorporated".

Subsequently, on November 30, 1996, in an effort to diversify its product and
manufacturing base, the Company acquired all the issued and outstanding shares
of Geo-Ram, Inc., a Texas corporation, by issuing 6,000,000 shares of the
Company's common stock to the shareholders of Geo-Ram, Inc. Geo-Ram, Inc. was in
the business of manufacturing geophysical equipment which included a new drill
bit, the "Duckbill Bit", designed to implant explosive charges and geophones for
seismic surveys in harsh and environmentally fragile geographic areas known as
transition zones. On March 18, 1997, the Company changed its name to "Cynergy,
Inc.".

However, the Company was neither able to (1) successfully develop and market the
"ARCommerce Kit", or (2) provide any further funding for the growth and
development of the geophysical equipment business. Consequently, the Company did
not continue its licensing of the "ARCommerce Kit" and further, on March 24,
1998, the Company entered into a Recission Agreement with the shareholders of
Geo-Ram, Inc. whereby the shareholders of Geo-Ram, Inc. returned the 6,000,000
shares that the Company issued in connection with the November 30, 1996
acquisition.

On September 22, 1999, the Company (1) entered into an Agreement and Plan of
Merger with Mercantile Factoring & Credit Corp. (formerly known as Advanced
Medical Technologies Research Corp.), a Nevada corporation (the "Merger"), (2)
changed its name to "Mercantile Factoring Credit Online Corp."("MFCO"), (3)
effected a reverse stock split of the Company's issued and outstanding shares of
common stock on a basis of one new share for every 17.784 old shares, and (4)
elected four new directors to the Company's board of directors (the "Board").
The Merger became effective upon the filing of the Articles of Merger on
September 29, 1999.



                                       13

<PAGE>

In February 2000, the Company determined that the then intended business of MFCO
(to provide an Internet web-site where (1) borrowers could post their offers to
borrow money secured by pledged collateral (primarily accounts receivable and
real estate), and (2) lenders could competitively bid to supply the money, with
the competition being in the form of the amount of money the lender was willing
to lend and the interest rate at which the lender was willing to supply the
money), would be difficult to initiate. Further, the Company determined that in
certain countries in which the Company had intended to offer its services, the
costs of complying with banking laws and regulations would be prohibitive. The
Company therefore decided to seek to enter into another business.

In October 2000, the Company contemplated changing its business strategy so as
to design, manufacture, market, and sell over the Internet women's intimate
apparel. In connection with such business strategy shift, the Company changed
its name to Incitations, Inc. As a result of the downturn in the marketplace at
the end of 2000 and the beginning of 2001, the Board elected not to proceed with
its then intended business objective.

The Company's current business plan is to seek, investigate, and, if warranted,
acquire one or more properties or businesses, and to pursue other related
activities intended to enhance shareholder value. The acquisition of a business
opportunity may be made by purchase, merger, exchange of stock, or otherwise,
and may encompass assets or a business entity, such as a corporation, joint
venture, or partnership. The Company does not have significant capital, and it
is unlikely that the Company will be able to take advantage of more than one
such business opportunity. See "Management's Discussion and Analysis or Plan of
Operation."

It is the view of the Staff of the Securities and Exchange Commission (the
"Staff") that, both before and after the business combination or transaction
with an operating entity or other person, the promoters or affiliates of blank
check companies, as well as their transferees, are "underwriters" of the
securities issued. It is also the view of the Staff that securities issued by a
blank check company can only be resold through registration under the Securities
Act of 1933, as amended (the "Act"), unless there is an applicable exemption.
Further, it is the view of the Staff that the shares owned by affiliates or
transferees of affiliates of the Company may not be sold pursuant to Rule 144.

Results of Operations
---------------------

The Company remains in the development stage and, since inception, has
experienced significant liquidity problems and has no capital resources or
stockholder's equity. The Company has current assets in the form of cash of
$2,905 total assets of $2,905 and current liabilities of $342,062. The Company
will need additional capital in the next twelve months for any expenditures, and
at present has no source of such capital.

Over the next twelve months, the Company's business plan is to seek,
investigate, and, if warranted, acquire one or more properties or businesses,
and to pursue other related activities intended to enhance shareholder value.
The acquisition of a business opportunity may be made by purchase, merger,
exchange of stock, or otherwise, and may encompass assets or a business entity,
such as a corporation, joint venture, or partnership. The Company does not have
significant capital, and it is unlikely that the Company will be able to take
advantage of more


                                       14

<PAGE>

than one such business opportunity. The Company cannot predict to what extent
its lack of liquidity and capital resources will impair the consummation of a
business combination or whether it will incur further operating losses through
any business entity which the Company may eventually acquire.

The Company's operations during the next twelve months will be limited solely to
the seeking of an appropriate merger or acquisition candidate. The Company does
not intend to pay any salaries nor incur any expenses other than those expenses
necessary to ensure that the Company remains in good standing with the State of
Nevada and in compliance with the regulatory requirements of the SEC and other
regulatory bodies. The majority shareholder of the Company has orally committed
to advance to the Company whatever funds may be necessary to maintain regulatory
compliance until the Company completes a merger or acquisition.

The Company currently has no product research and development that it will
perform over the term of the business plan. There is no current plan to purchase
or sell any significant equipment. The Company currently has no plans to
purchase or sell any significant equipment or to make any significant changes in
the number of employees.

There are no arrangements, agreements or understandings between non-management
shareholders and management under which non-management shareholders may directly
or indirectly participate in or influence the management or affairs of the
Company. No shareholders have been approved to fund any potential advances in
the next twelve months nor is there any basis for believing that shareholder
advances would be available in the next twelve months.

There are no current plans, understandings, agreements, or commitments with
anyone to act as a finder of opportunities for the Company. In the case that
such efforts will ever be undertaken, it is unknown at this time who if anyone
would act as a finder. Such a finder would be engaged or used prior to or
concurrent with acquisition of an opportunity.

During the period from March 28, 1995 through August 15, 2002 the Company has
engaged in no significant operations other than organizational activities,
acquisition of capital, preparation for registration of its securities under the
Exchange Act and preparation for the potential listing of its securities on the
Over-the-Counter Bulletin Board. No revenues were received by the Company during
this period. The Company has incurred operating expenses since inception of
$645,562. The operating expenses for the six months ended June 30, 2002 of
$35,517 were $17,563 lower than the $51,080 of operating expenses for the
comparable period a year ago. The decrease of operating expenses was primarily
due to an decrease in legal and accounting expenses. The net loss on operations
since inception was $(645,562). The net loss on operations for the six months
ended June 30, 2002 was $(33,517) compared to a net loss on operations for the
comparable period a year ago of $(51,080). The decrease in losses for the six
months ended June 30, 2002 compared to the same period of the prior year is
predominantly due to decreased legal and accounting expenses. Such losses will
continue unless revenues and business can be acquired by the Company. There is
no assurance that revenues or profitability will ever be achieved by the
Company.



                                       15

<PAGE>

The Company does not have capital sufficient to meet the Company's cash needs,
including the costs of compliance with the continuing reporting requirements of
the Exchange Act. The Company will have to seek loans or equity placements to
cover such cash needs. In the event the Company is able to complete a business
combination during this period, lack of its existing capital may be a sufficient
impediment to prevent it from accomplishing the goal of competing a business
combination. There is no assurance, however, that without funds it will
ultimately allow the Company to complete a business combination. Once a business
combination is completed, the Company's needs for additional financing are
likely to increase substantially.





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<PAGE>


                                    PART II.

ITEM 1.           LEGAL PROCEEDINGS.

None.

ITEM 2.           CHANGES IN SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8 - K.

(a)

Exhibit No.                Exhibit Name/Description
---------------------------------------------------

3.1                        Articles of Incorporation of Registrant*

3.2                        By-laws of Registrant*

3.3                        Articles of Merger*

4.1                        Form of Unsecured Convertible Note*

10.1                       Loan Agreement by and between Mercantile Factoring
                           and Credit Corp. and Worldnet, dated July 30, 1999*

10.2                       Agreement and Plan of Merger, dated as of September
                           22, 1999 by and among Mercantile Factoring and Credit
                           Corp. and Cynergy, Inc.*

10.3                       Lease Agreement between Credit Mutuel de Montreal CMM
                           Inc., and MFCO, dated October 1, 1999*

99.1                       Certification of Chief Executive Officer and Chief
                           Financial Officer pursuant to 18 U.S.C. Section 1350,
                           as adopted pursuant to Section 906 of the Sarbanes-
                           Oxley Act of 2002.


* Incorporated by reference to the exhibits contained in the Company's Form
10-SB.

(b) No reports on Form 8-K were filed during the quarter for which this report
is being filed.




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<PAGE>


                                   SIGNATURES
                                   ----------


In accordance with the requirements of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                    INCITATIONS, INC.


Date:  8/19/02                      By:   /s/ Dominique M. Bellemare
     --------------------------         -----------------------------
                                        Dominique M. Bellemare
                                        President; Principal Financial Officer






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