UNITED STATES
                        SECURITY AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FOR 10-QSB

[x] Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange
    Act of 1934

    For the quarterly period ended March 31, 2001
                                   --------------

[ ] Transition Report pursuant to 13 or 15 (d) of the Securities Exchange Act of
    1934

    For the transition period from             to Commission File Number 0-28607
                                  -------------

                    Innovative Holdings & Technologies, Inc.

          Colorado                                               74-2929034
-----------------------------------                       ----------------------
(State or other jurisdiction of                                (IRS Employer
           incorporation)                                   Identification No.)

100 South Orange Avenue
Suite 300
Orlando, FL                                                       32801
---------------------------------------                     ------------------
(Address of principal executive offices)                       (Zip Code)

Issuer's telephone number, including area code: (407-481-8900)
                                                 ------------

Indicated  by a check  mark,  whether  the  issuers  (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 period the issuer 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.

           Class                               Outstanding as of March 31, 2001
------------------------------                 --------------------------------
Common Stock, $.0001 par value                            26,374,884

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

PART I.  FINANCIAL INFORMATION

Item 1.  Condensed  Financial Statements                                       3

          Independent Accountants' Review Report                               3

          Condensed Balance Sheets - March 31,
          2001 and December 31, 2000                                           4

          Condensed Statements of Operations -
          three months ended March 31, 2001 and 2000                           5

          Condensed Statements of Cash Flows -
          three months ended March 31, 2001 and 2000                           6

          Notes to Condensed Financial Statements                              7

Item 2.  Management's Discussion and Analysis
              and Results of Operations                                       12

PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K                                     17

          SIGNATURES                                                          18


                                       2
<PAGE>

PART 1
Item 1.  Financial Statements

                             DIROCCO & DOMBROW, P.A.
                       3601 W. COMMERCIAL BLVD, SUITE #39
                            FT. LAUDERDALE, FL 33309
                                 (954) 731-8181

          REPORT ON REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
          ------------------------------------------------------------

Board of Directors
Innovative Holdings & Technologies, Inc. and Subsidiaries
Orlando, Florida

We have  reviewed the  accompanying  condensed  consolidated  balance  sheets of
Innovative  Holdings & Technologies,  Inc. and Subsidiaries as of March 31, 2001
and the related condensed  consolidated  statements of operations and cash flows
for the three months ended March 31, 2001 and 2000, included in the accompanying
Securities  and  Exchange  Commission  Form 10-Q for the period  ended March 31,
2001. These condensed  consolidated  financial statements are the responsibility
of the Company's management.

We  conducted  our  reviews in  accordance  with  standards  established  by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the  expression  of an opinion  regarding the  financial  statements  taken as a
whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material  modification that should
be made to the accompanying condensed consolidated financial statements for them
to be in conformity with generally accepted accounting principles.

The accompanying  condensed consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
4 to the condensed consolidated financial statements,  the Company's significant
operating  losses  raise  substantial  doubt  about its ability to continue as a
going concern.  Management's plans regarding those matters also are described in
Note 4. The  condensed  consolidated  financial  statements  do not  include any
adjustments that might result from the outcome of this uncertainty.

We have  previously  audited,  in accordance  with generally  accepted  auditing
standards,   the  balance  sheet  as  of  December  31,  2000  and  the  related
consolidated  statements of operations,  stockholders' equity and cash flows for
the year then ended (not presented  herein).  In our report dated March 2, 2001,
we  expressed  an  unqualified  opinion on those  financial  statements.  In our
opinion, the information set forth in the accompanying balance sheet as of March
31, 2001, is fairly  stated in all material  respects in relation to the balance
sheet from which it has been derived.




/s/ DiRocco & Dombrow, P.A.
May 18, 2001

Fort Lauderdale, Florida

                                       3
<PAGE>
<TABLE>
<CAPTION>

           INNOVATIVE HOLDINGS AND TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                     ASSETS

                                                                  March 31,     December 31,
                                                                     2000           2000
                                                                 -----------    -----------
                                                                 (Unaudited)     (Audited)
<S>                                                              <C>            <C>
Current assets
  Cash                                                            $       348    $       440
  Prepaid expenses                                                     28,917         28,953
  Due from affiliate                                                   69,800         59,800
                                                                  -----------    -----------
     Total current assets                                              99,065         89,193

Investment-US Tech Materials Corp., Inc.                                  200            200
Property and equipment                                                 17,429         18,567
Other assets                                                            3,473          3,473
                                                                  -----------    -----------
     Total assets                                                 $   120,167    $   111,433
                                                                  ===========    ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities
  Accounts payable and accrued
    expenses                                                      $    25,810    $    52,212
  Withholding taxes payable                                           168,689        171,816
  Notes payable                                                        25,000         25,000
  Due to affiliate                                                     97,418        126,218
  Due to stockholders                                                 246,318        155,287
                                                                  -----------    -----------
     Total current liabilities                                        563,235        530,533
                                                                  -----------    -----------



Stockholders' equity (deficit)
  Preferred stock, $.001 par value,
   50,000,000 shares authorized,
   no shares issued and
   outstanding, respectively                                             --             --

  Common stock, $.0001 par value,
   450,000,000 shares authorized,
   26,374,884 issued and outstanding,
   respectively                                                         2,638          2,638

  Additional paid-in capital                                        3,162,023      3,162,023
  Stock subscriptions receivable                                     (284,000)      (284,000)
  Deficit                                                          (3,323,729)    (3,299,761)
                                                                  -----------    -----------
     Total stockholders' equity (deficit)                            (443,068)      (419,100)
                                                                  -----------    -----------
     Total liabilities and stockholders' equity (deficit)         $   120,167    $   111,433
                                                                  ===========    ===========

</TABLE>

See accompanying summary of notes to unaudited condensed  consolidated financial
statements.

                                        4

<PAGE>

            INNOVATIVE HOLDINGS & TECHNOLOGIES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS



                                 Three Months Ended March 31,
                                 ----------------------------
                                      2001            2000
                                 ------------    ------------

Expenses
  General and administrative     $     23,968    $     89,610
  Interest expense                       --               758
                                 ------------    ------------
     Total expenses                    23,968          90,368
                                 ------------    ------------

Operating loss                        (23,968)        (90,368)

Other Income                             --              --
                                 ------------    ------------

Net loss                         $    (23,968)   $    (90,368)
                                 ============    ============


Basic loss per share             $     (0.001)   $     (0.004)
                                 ============    ============

Weighted Average Common Shares     26,374,884      23,124,884
                                 ============    ============




See accompanying summary of notes to unaudited condensed  consolidated financial
statements.

                                        5

<PAGE>
<TABLE>
<CAPTION>

            INNOVATIVE HOLDINGS & TECHNOLOGIES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                        Three Months Ended March 31,
                                                          2001               2000
                                                        ---------          ---------
<S>                                                     <C>                <C>

Cash flows from operating activities:
Net loss                                                $ (23,968)         $ (90,368)
Adjustments to reconcile net
      loss to net cash used by
      operating activities:
       Depreciation                                         1,138              2,326
      (Increase) decrease in:
          Prepaid expenses                                     36               --
          Other assets                                       --               (1,318)
      Increase (decrease) in:
          Accounts payable and accrued expenses           (26,402)           (14,453)
          Withholding taxes payable                        (3,127)              --
                                                        ---------          ---------
             Net cash used by operating activities        (52,323)          (103,813)
                                                        ---------          ---------


Cash flows from financing activities:
   Proceeds from  notes payable                              --              100,000
   Proceeds from affiliate                                (38,800)             2,418
   Proceeds from stockholder                               91,031               --
                                                        ---------          ---------
            Net cash provided by financing activities      52,231            102,418
                                                        ---------          ---------


Increase (Decrease)  in cash                                  (92)            (1,395)
Cash at beginning of period                                   440              2,011
                                                        ---------          ---------

Cash at end of period                                   $     348          $     616
                                                        =========          =========

</TABLE>


See accompanying summary of notes to unaudited condensed  consolidated financial
statements.

                                        6

<PAGE>


            INNOVATIVE HOLDINGS & TECHNOLOGIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1. Presentation of Interim Information

In the opinion of the management of Innovative Holdings & Technologies, Inc. and
Subsidiaries,   Inc.  (the  Company),   the  accompanying   unaudited  condensed
consolidated  financial  statements  include all normal  adjustments  considered
necessary to present fairly the financial position as of March 31, 2001, and the
results of its  operations  and cash flows for the three  months ended March 31,
2001 and 2000.  Interim results are not necessarily  indicative of results for a
full year.

The  condensed  consolidated  financial  statements  and notes are  presented as
permitted by Form 10-Q, and do not contain certain  information  included in the
Company's audited consolidated financial statements and notes for the year ended
December 31, 2000.

2. Financial Statements

The  condensed  consolidated  financial  statements  include the accounts of the
Company and its  subsidiaries.  All significant  intercompany  transactions  and
balances have been eliminated.

3.  Going Concern

As shown in the  accompanying  financial  statements,  the Company  incurred net
losses of $23,968 for the three  months  ended  March 31,  2001.  The  Company's
current  liabilities  exceeded its current assets by $464,170 at March 31, 2001.
The ability of the Company to continue as a going  concern is  dependent  on the
development  and  marketing of products to be offered by its  subsidiaries.  The
Company will offer  additional  shares of its common stock to raise  capital and
obtain financing on an as needed basis.

4. Stock Options

On March 10, 1998,  the Company  entered into a stock option  agreement in which
the Company grants the option to shareholders  and consultants to purchase up to
21,000,000  shares of common  stock for an exercise  price of $0.05 per share at
any time through March 9, 2003.

The  following is a summary of stock  option plan  activity for the three months
ended March 31, 2001.








                                        7

<PAGE>

            INNOVATIVE HOLDINGS & TECHNOLOGIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


4.       Stock Options, (Continued)

Number of options outstanding on March 31, 2001                       17,000,000
                                                                  ==============
Weighted average exercise price per share
  outstanding and exercisable                                     $         0.05
                                                                  ==============

Weighted average remaining contractual life of
    options outstanding and exercisable                                     2.0
                                                                  ==============

         No options were forfeited or expired in 2001.

     SFAS No. 123,  "Accounting  for  Stock-Based  Compensation"  (SFAS 123) was
     issued during 1995 and is effective for fiscal years ending after  December
     15, 1996. This pronouncement established financial accounting and reporting
     standards for stock- based employee compensation plans. It encourages,  but
     does not require, companies to recognize compensation expense for grants of
     stock,  stock option and other equity instruments to employees based on new
     fair  accounting  rules.  Companies  that  choose not to adopt the new fair
     value  accounting rules are required to disclose net income and earning per
     share under the new method on a pro forma basis.  The Company  accounts for
     its options and warrants according to APB No. 25 and follows the disclosure
     provision of SFAS 123.  Accordingly,  if options or warrants are granted to
     employees or others for services and other  consideration  with an exercise
     price below the fair market value on the date of the grant,  the difference
     between  the  exercise  price  and the  fair  market  value is  charged  to
     operations. No options were granted in the year end 2000 and 1999.

5.  Contingencies

     The Securities and Exchange  Commission has commenced an  investigation  of
     the  Company  pursuant to a Formal  Order.  This  investigation  focuses on
     whether the Company and others misrepresented  material facts or omitted to
     disclose  material  facts in press  releases  and  reports  filed  with the
     Commission,   concerning,   among  other  things,   the  Company's  assets,
     operations,  financial  condition  and  anticipated  revenue.  It cannot be
     predicted,  at  this  time,  whether  an  enforcement  proceeding  will  be
     recommended  by the  staff  to the  Commission,  what  the  nature  of such
     enforcement  proceeding  would be, the type of sanctions sought or what the
     likelihood would be of reaching a settlement. Accordingly, no provision for
     any liability  that may result upon  resolution of this  investigation  has
     been recorded in the accompanying financial statement.










                                        8

<PAGE>

INNOVATIVE HOLDINGS & TECHNOLOGIES, INC.
ITEM 2.
MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS

The  following  discussion  and  analysis  should  be read in  conjunction  with
"Selected  Condensed  Consolidated  Financial Data" and the Company's  Condensed
Consolidated  Financial  Statements and Notes thereto included elsewhere in this
document.

Overview

Since its inception in 1987,  the Company's  purpose is to conduct  offerings of
its securities to raise capital to acquire businesses in various industries. For
the period from January 9, 1987  (inception)  to September 30, 1990, the Company
incurred a total net loss of $1,840,993. During this period, the Company devoted
substantially  all of  its  efforts  to  establish  and  organize  a  television
cablecast  facility.  However,  by the end of 1990 the operations of the Company
ceased.

From  December  1990  through  October  1997,  the  Company  did not operate any
businesses and was inactive.

In  November  1997,  the  Company  changed  its name to  Innovative  Holdings  &
Technologies,  Inc.  The Company  considers  its role to be an incubator of high
technology companies and began its search for suitable business acquisitions. In
the second  quarter of 1998,  the Company  signed an agreement to acquire BioCam
Company,  Inc.  (BioCam),  a developer of telemetry  technology in the amount of
$1,000,000.  This was paid for by issuance of  convertible  preferred  stock and
restricted  common stock.  The Company began supporting the operations of BioCam
financially and funded approximately  $350,000, in 1998. By the end of 1998, the
principals  of BioCam  rescinded  on their  agreement  with the  Company and the
relationship was terminated.

On January 8, 1999, the Company  incorporated  Xtreme  Telemetry  Systems,  Inc.
(Xtreme) and is its sole  stockholder.  Xtreme began the  development  of a real
time telemetric  monitoring  device, to be marketed  initially in the sports and
entertainment  industries.  The device will monitor performance and transmit the
data by broadcast or over the internet. In September,  1999, the Company secured
the services of specialists  in computer  software  development.  The alpha-beta
testing of the software  commenced  in the fourth  quarter,  1999.  The products
under development have not been completed.

The Company acquired an interest in US Tech Materials  Corporation  (USTM). USTM
intends to develop  manufacturing  and marketing for Poly Ether Amid Resin, also
know as PEAR. The PEAR resins were  originally  developed by Ashland,  Inc., who
entered into a license  agreement  with  USTM/IHTL in July 2000. The Company has
endeavored to seek out financing and personnel to assist USTM's  infrastructure,
sales, and marketing systems and strategic  relationships in order to bring PEAR
to the marketplace. On March 31, 2001, the Company did not meet certain terms of
the  agreement.  This  deadline  has passed and the  agreement  terminated.

                                        9

<PAGE>

INNOVATIVE HOLDINGS & TECHNOLOGIES, INC.

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS, (Continued)

Overview, Continued

The Company is continuing to discuss agreement reinstatement terms with Ashland,
Inc.

Xtreme and USTM are in their development stage, and there are no guarantees that
either company will successfully  raise sufficient  capital,  attract management
and other personnel, and be able to develop manufacturing facilities,  materials
sources, R&D capabilities, marketing channels and delivery methods.

Results of operations

The following table sets forth,  for the periods  indicated,  certain items from
the Company's Consolidated  Statements of Operations,  expressed as a percentage
of total expenses.

                                       The three months ended March 31,
                                       -------------------------------
                                          2001                 2000
                                       ----------           ----------
Revenues                                     0.0%                 0.0%
                                       ----------           ----------

Expenses:
  General and Administrative                 100%                99.2%
  Interest Expense                           0.0%                  .8%
                                       ----------           ----------
         Total Expenses                      100%                 100%
                                       ----------           ----------
Net Loss                                     100%                 100%
                                       ==========           ==========

Revenues
--------

The Company had no revenues for the three months ended March 31, 2001 and 2000.


General and Administrative

General and  administrative  expenses  have  decreased  from  $89,610 in 2001 to
$23,968 in 2000. The decrease in these expenses  resulted from  consolidation of
operating activities and stream lining of expenditures.

                                       10

<PAGE>

INNOVATIVE HOLDINGS & TECHNOLOGIES, INC.

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS, (Continued)

Results of Operations, continued

Interest Expense
----------------

Interest  expense is due from  personal  loans made to the company.  The amounts
from 1999 to 2000 have not varied considerably.


Liquidity and Capital Resources

The Company requires capital principally for the financing of operations and the
development and marketing of its subsidiary's products. To date, the company has
financed its operations primarily through the sale its of equity securities and
by obtaining financing.

The  Company  had  negative  working  capital as of March 31,  2001 of  $464,170
compared to $441,340 as of March 31, 2000.

As stated in the  Company's  Consolidated  Financial  Statements,  the Company's
ability to continue as a going  concern is dependent  upon issuance of stock and
obtaining debt  financing.  There can be no assurance the  additional  financing
will be attained or that the operations will be profitable. Such inability would
have a material adverse effect on the Company's business,  operating results and
financial condition.

The  Company  currently  has no  specific  commitments  with  regard to  capital
expenditures with the exceptions of purchasing  computer  equipment and sensors.
The Company's future capital requirements will, depend on its ability to acquire
complementary business ventures, products or technologies.

The  Company  believes  that its  current  cash  balances  will not  provide the
liquidity necessary to satisfy the Company's working capital needs.

Inflation

Inflation has not had a significant impact on the Company since its inception
nor is it expected to have a significant impact in the foreseeable future.





                                       11

<PAGE>

INNOVATIVE HOLDINGS & TECHNOLOGIES, INC.

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS, (Continued)

Recent Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS No.133
(SFAS133) "Accounting for Derivative Instruments and Hedging Activities",  which
was amended by SFAS No. 137, issued in June 1999. SFAS 133 established standards
for  accounting  for  derivative   instruments,   including  certain  derivative
instruments  embedded in other contracts,  and hedging activities.  SFAS 133, as
amended,  is effective  for fiscal  years  beginning  after June 15,  2000.  The
Company  does not  believe  that the  adoption  of SFAS 133 will have a material
effect on the financial statements.

In March 2000, FASB Interpretation, No. 44, "Accounting for Certain Transactions
Involving Stock Compensation-An  Interpretation of APB Opinion No. 25," (FIN 44)
was  issued.  FIN 44  clarifies  the  application  of  APB  No.  25 for  certain
stock-based compensation issues. FIN 44 clarifies the definition of employee for
purposes of applying  APB No. 25, the criteria  for  determining  whether a plan
qualifies as a  non-compensatory  plan, the accounting  consequences  of various
modifications  to the terms of a  previously  fixed  option  or  award,  and the
accounting  for  an  exchange  of  share  compensation   awards  in  a  business
combination, among other matters. FIN 44 was effective July 1, 2000, but certain
conclusions in this  interpretation  cover  specific  events that occurred after
either December 15, 1998 or January 12, 2000. The  implementation  of FIN 44 did
not  have  a  significant  impact  on  our  financial  position  or  results  of
operations.

In September  2000, the FASB issued SFAS No. 140,  "Accounting for Transfers and
Servicing of Financial Assets and  Extinguishments  of Liabilities"  (SFAS 140).
SFAS 140  replaces  FASB  Statement  No.  125,  "Accounting  for  Transfers  and
Servicing of Financial  Assets and  Extinguishment  of Liabilities" and provides
accounting  and  reporting  standards  for  transfers and servicing of financial
assets and extinguishments of liabilities  occurring after March 31, 2001 and is
effective for recognition and reclassification of collateral and for disclosures
relating to  securitization  transactions and collateral for fiscal years ending
after  December 31, 2000. The Company does not believe that the adoption of SFAS
140 will have a material effect on the financial statements.

In December  1999, the  Securities  and Exchange  Commission  (SEC) issued Staff
Accounting Bulletin (SAB) No.101, "Revenue Recognition in Financial Statements."
SAB  101  provides  the  SEC  Staff's  view's  in  applying  generally  accepted
accounting  principles to selected revenue issues.  The Company does not believe
that the  adoption  of SAB 101 will  have a  material  effect  on the  financial
statements.


                                       12
<PAGE>

     Item 6.  Exhibits and Reports on Form 8-K

     (a)      Exhibits
              NONE

     (b)      Reports on Form 8-K
              NONE


                                   SIGNATURES

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


                                        Innovative Holdings & Technologies, Inc.

     Date:  May 21, 2001                By /s/ Helmuth Wyzisk
                                        ----------------------------------
                                        Helmuth Wyzisk, President





                                       13