<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             9/30/01
                                   -----------------------

[ ]  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 November 16, 2001, 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
                                                               ------    -----




                                       1
<PAGE>


PART I.  FINANCIAL INFORMATION

























                                       2



<PAGE>








                                INCITATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        - INTERIM FINANCIAL STATEMENTS -
                                  (U.S. FUNDS)
                                   (UNAUDITED)
                               SEPTEMBER 30, 2001





















<PAGE>


                                INCITATIONS, INC.


                               SEPTEMBER 30, 2001


                                    CONTENTS


                                                                            PAGE

INTERIM FINANCIAL STATEMENTS

Balance Sheet                                                                  I

Statement of Operations                                                       II

Statement of Stockholders' Equity (Deficit)                                  III

Statement of Cash Flows                                                       IV

Notes to Financial Statements                                             V-VIII






<PAGE>


                                                                          PAGE I


                                INCITATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

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

                                     ASSETS

<TABLE>
<CAPTION>
                                                              September 30       December 31
                                                                  2001               2000
                                                                  ----               ----
<S>                                                            <C>                <C>
CURRENT
     Cash                                                      $    2,905         $    2,905
                                                               ==========         ==========
                                   LIABILITIES
CURRENT
     Accounts payable                                          $   61,197         $   88,080
     Advances from related company (Note 5)                       215,959            124,788
     Loans payable                                                 -                 267,905
                                                               ----------         ----------
                                                                  277,156            480,773
                                                               ==========         ==========

                               CAPITAL DEFICIENCY
AUTHORIZED
     300,000,000  Common stock at $0.0002 par value
ISSUED AND OUTSTANDING
     27,142,325   Common shares                                    25,423             25,155
ADDITIONAL PAID-IN CAPITAL                                        280,982             13,345
DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE                (580,656)          (516,368)
                                                                 -------            -------
                                                                (274,251)          (477,868)
                                                                 -------            -------
                                                               $    2,905         $    2,905
                                                               ==========         ==========
</TABLE>





See accompanying notes to financial statements.





<PAGE>


                                                                         PAGE II


                                INCITATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

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

<TABLE>
<CAPTION>
                                            For the Three Months         For the Nine Months       From Inception on
                                             Ended September 30           Ended September 30       March 28, 1995 to
                                                                                                     September 30
                                             2001          2000           2001          2000             2001
                                             ----          ----           ----          ----             ----
                                              $              $             $             $                 $
<S>                                         <C>           <C>            <C>           <C>                <C>
REVENUE                                       -              -             -             -                 -
EXPENSES                                    13,208        35,477         64,288        39,655             580,656
                                         ---------     ---------      ---------     ---------             -------
NET LOSS FROM
  OPERATIONS                               (13,208)      (35,477)       (64,288)      (39,655)           (580,656)
                                           ========    ==========       ========    ==========            =======
WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING                     27,142,325    24,463,275     26,719,537    24,463,275
                                         ==========    ==========     ==========    ==========
BASIC LOSS PER SHARE                        $0.00          $0.00         $0.00         $0.00
                                            =====          =====         =====         =====
</TABLE>







See accompanying notes to financial statements.


<PAGE>


                                                                        PAGE III


                                INCITATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

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

                    FOR THE PERIOD FROM THE DATE OF INCEPTION
                      MARCH 28, 1995 TO SEPTEMBER 30, 2001

<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
    (Note 6)                                           2,679,050              268        267,637                -
Net loss for the three months ended
March 31, 2001                                                 -                -              -          (20,116)
June 30, 2001                                                  -                -              -          (30,964)
September 30, 2001                                             -                -              -          (13,208)
                                                     -----------      -----------    -----------       ----------
Balance, September 30, 2001                           27,142,325           25,423        280,982         (580,656)
                                                     ===========      ===========    ===========       ==========
</TABLE>

See accompanying notes to financial statements.


<PAGE>


                                                                         PAGE IV


                                INCITATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

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

<TABLE>
<CAPTION>
                                                                                                              FROM
                                                                                                          INCEPTION ON
                                                                                                           MARCH 28,
                                                FOR THE THREE MONTHS           FOR THE NINE MONTHS          1995 TO
                                                 ENDED SEPTEMBER 30             ENDED SEPTEMBER 30        SEPTEMBER 30
                                                 2001           2000           2001           2000            2001
                                                 ----           ----           ----           ----            ----
                                                  $               $              $              $              $
<S>                                            <C>             <C>            <C>            <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Loss from operations                           (13,208)        (35,477)       (64,288)       (39,655)      (580,656)
Increase (decrease) in accounts payable         (8,846)         34,934        (26,883)       (21,613)        61,197
Investment in shares of stock written off            -               -              -              -        250,000
                                            ----------      ----------     ----------     ----------      ---------
                                               (22,054)           (543)       (91,171)       (61,268)      (269,459)
                                            ----------      ----------     ----------     ----------      ---------
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                   22,054             543         91,171         61,268        215,959
Issuance of common stock                             -               -              -              -         40,500
Loans payable                                        -               -              -              -        267,905
                                            ----------      ----------     ----------     ----------      ---------
                                                22,054             543         91,171         61,268        524,364
                                            ----------      ----------     ----------     ----------      ---------
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 financial statements.




<PAGE>


                                                                          PAGE V


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

                               SEPTEMBER 30, 2001


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 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.

     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 $423,000, including Cynergy's net operating loss
          carry-forward of $92,000 at the time of merger, which expire up to
          2015. 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.

     (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>


                                                                         PAGE VI


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

                                  JUNE 30, 2001


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.

     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.



<PAGE>


                                                                        PAGE VII


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

                                  JUNE 30, 2001


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 (Note 6).

     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 7 was
     cancelled, Worldnet continues to advance monies to the Company to cover
     certain ongoing expenses. As of September 30, 2001, $215,959 in advances
     were made by Worldnet to the Company. The advances are non-interest bearing
     with no specific terms of repayment.


6.   LOANS PAYABLE

     On July 30, 1999, the Company entered into an agreement with Worldnet
     Connections, Inc. ("Worldnet"), an affiliated company incorporated under
     the laws of the state of Nevada, United States of America. Worldnet agreed
     to provide funds up to US $2,500,000, to be issued in multiples of
     $100,000, upon a 15 day notice by the Company.



<PAGE>

                                                                       PAGE VIII


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

                                  JUNE 30, 2001


6.   LOANS PAYABLE (CONTINUED)

     As of December 31, 2000, Worldnet had made advances to the Company
     totalling $267,905. On February 15, 2001, the financing agreement and
     related note were cancelled. In exchange for the cancellation of the note,
     the Company issued 2,679,050 shares of common stock to Worldnet at $0.10
     per share.


7.   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.





<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 December 31, 2000, 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 $277,156. The Company's net losses to date are $580,656.

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.


                                       3
<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 $277,156. The cash
assets will have been depleted by the expenses of accounting and the filing of
this Form 10Q-SB. 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


                                       4
<PAGE>


significant capital, and it is unlikely that the Company will be able to take
advantage of more 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 September 30, 2001 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
$580,656. The operating expenses for the nine months ended September 30, 2001 of
$64,288 were $24,633 higher than the $39,655 of operating expenses for the
comparable period a year ago. The increase of operating expenses was primarily
due to an increase in legal and accounting expenses as a result of the Company
making Exchange Act filings with the Commission. The net loss on operations
since inception was $(580,656). The net loss on operations for the nine months
ended September 30, 2001 was $(64,288) compared to a net loss on operations for
the comparable period a year ago of $(39,655). The increase in losses for the
nine months ended September 30, 2001 compared to the same period of the prior
year is predominantly due to increased 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.


                                       5
<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.
























                                       6
<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*

* Incorporated by reference 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.













                                       7
<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:    November 19, 2001           By: /s/
     ------------------------            --------------------------------------
                                         Dominique M. Bellemare
                                         President; Principal Financial Officer


















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