U.S. Securities and Exchange Commission
                             Washington, D.C. 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 ending June 30, 2000

         TRANSITION REPORT UNDER SECTION 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.
        ---------------------------------------------------------------
                 (Name of Small Business Issuer in its Charter)


           COLORADO                                      74-2929034
---------------------------------               --------------------------------
   (State of Incorporation)                    (IRS Employer Identification No.)



100 South Orange Ave., Ste. 100,Orlando, FL              78247
---------------------------------------------------------------
(Address of principal executive offices)             (Zip Code)



Issuer's telephone number,(   407     )     481       -          8900
                           -----------  -------------   -------------


 Former Name, former address and former fiscal year if changed since last report

         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
                                                                       ---   ---

Applicable  only to  issuers  involved  in  bankruptcy  proceedings  during  the
preceding five years

         Check whether the registrant  filed all documents and reports  required
to be  filed  by  Section  12,  13 or  15(d)  of  the  Exchange  Act  after  the
distribution of securities under a plan confirmed by a court.  Yes      No
                                                                   ---    ---


Applicable on to corporate issuers

         State the number of shares outstanding of each of the issuer's class of
common equity, as of the latest practicable date:

         Transitional Small Business Disclosure Format
         (Check One)
         Yes      No


<PAGE>




             INNOVATIVE HOLDINGS & TECHNOLOGIES, INC. AND SUBSIDIARY

                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            WITH ACCOUNTANTS' REPORT
                            FOR THE SIX MONTHS ENDED

                                  JUNE 30, 2000





<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                           -----



Accountants' Review  Report..............................................      1

Condensed Consolidated Financial Statements

  Balance Sheets.........................................................      2

  Statements of Operations...............................................      3

  Statements of Cash Flows...............................................      4

Notes to Condensed Consolidated

  Financial Statements...................................................  5 - 7





<PAGE>

                             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 Subsidiary
Orlando, Florida

We have  reviewed  the  accompanying  condensed  consolidated  balance  sheet of
Innovative Holdings & Technologies,  Inc. and Subsidiary as of June 30, 2000 and
the related condensed  consolidated  statements of operations and cash flows for
the six  months  ended  June 30,  2000 and 1999,  included  in the  accompanying
Securities and Exchange Commission Form 10-Q for the period ended June 30, 2000.
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  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 4 to the
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
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  sheets  as  of  December  31,  1999  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 16, 2000,
we  expressed  an  unqualified  opinion on those  financial  statements.  In our
opinion,  the information set forth in the accompanying balance sheet as of June
30, 2000, is fairly  stated in all material  respects in relation to the balance
sheet from which it has been derived.

August 1, 2000

<PAGE>

<TABLE>

<CAPTION>

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

                                     ASSETS

                                                                    June 30,     December 31,
                                                                      2000           1999
                                                                  -----------    -----------
<S>                                                               <C>            <C>

Current assets
  Cash                                                            $     3,642    $     2,011
  Prepaid expenses                                                       --            3,681
  Note receivable                                                      10,250         10,250
                                                                  -----------    -----------
     Total current assets                                              13,892         15,942

Property and equipment                                                 20,053         23,121

Other assets                                                            5,931          4,263
                                                                  -----------    -----------
Total assets                                                      $    39,876    $    43,326
                                                                  ===========    ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities
  Accounts payable and accrued
    expenses                                                      $    19,109    $    25,826
  Withholding taxes payable                                           163,803        163,250
  Notes payable                                                          --           25,000
  Due to affiliate                                                    128,103         43,751
                                                                  -----------    -----------
     Total current liabilities                                        311,015        257,827


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,
   44,124,884 and 23,124,884 issued
   and outstanding, respectively                                        4,413          2,313

  Additional paid-in capital                                        4,128,519      3,080,619
  Stock subscriptions receivable                                   (1,259,000)      (334,000)
  Deficit                                                          (3,145,071)    (2,963,433)
                                                                  -----------    -----------

     Total stockholders' equity (deficit)                            (271,139)      (214,501)
                                                                  -----------    -----------
     Total liabilities and stockholders' equity (deficit)         $    39,876    $    43,326
                                                                  ===========    ===========

</TABLE>



   The accompanying notes are an integral part of these financial statements.

                                       -2-

<PAGE>

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




                                               Six Months Ended June 30,
                                               -------------------------
                                                  2000           1999
                                               ----------     ----------

Expenses
  General and administrative                    $ 174,997     $ 175,062
  Research and development                           --          13,989
  Interest expense                                  6,641          --
                                                ---------     ---------
      Total expenses                              181,638       189,051
                                                ---------     ---------

Net loss                                        $(181,638)    $(189,051)
                                                =========     =========


Basic loss per share                            $  (0.008)    $  (0.009)
                                                =========     =========

Diluted loss per share                          $  (0.008)    $  (0.009)
                                                =========     =========








   The accompanying notes are an integral part of these financial statements.

                                       -3-

<PAGE>

<TABLE>

<CAPTION>

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

                                                        Six Months Ended June 30,
                                                          2000            1999
                                                        ---------       ---------
<S>                                                     <C>             <C>
Cash flows from operating activities:
Net loss                                                $(181,638)      $(189,051)
Adjustments to reconcile net
      loss to net cash used by
      operating activities:
        Prepaid  expenses                                   3,681            --
       Depreciation                                         3,068             370
      (Increase) decrease in:
          Other assets                                     (1,668)       (241,721)
      Increase (decrease) in:
          Accounts payable and accrued expenses            (6,717)         18,148
                                                        ---------       ---------
             Net cash used by operating activities       (182,271)           --
                                                        ---------       ---------

Cash flows from investing activities:

  Proceeds from investment                               (   --  )       (   --  )
                                                        ---------       ---------
            Net cash used by investing activities        (   --  )       (   --  )
                                                        ---------       ---------



Cash flows from financing activities:

   Payments of notes payable                             (250,000)       (   --  )
   Proceeds from affiliate                                  2,100        (   --  )
   Proceeds from issuance of stock                       (925,000)       (   --  )
                                                        ---------       ---------
            Net cash provided by financing activities        --              --
                                                        ---------       ---------

Increase (Decrease)  in cash                                 --              --
Cash at beginning of period                                  --              --
                                                        ---------       ---------

Cash at end of period                                   $    --         $    --
                                                        =========       =========

</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       -4-

<PAGE>

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

1. Presentation of Interim Information

In the opinion of the management of Innovative Holdings & Technologies, Inc. and
Subsidiary,   Inc.  (the  Company),   the   accompanying   unaudited   condensed
consolidated  financial  statements  include all normal  adjustments  considered
necessary to present fairly the financial  position as of June 30, 2000, and the
results of its  operations and cash flows for the six months ended June 30, 2000
and 1999.  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, 1999.

2. Financial Statements

The  condensed  consolidated  financial  statements  include the accounts of the
Company and its wholly-owned subsidiary.  All significant intercompany balances,
transactions and stockholdings have been eliminated.

3. Supplemental Disclosures of Cash Flow Information

                                                   Six months ended June 30,
                                                   -------------------------
                                                    2000                1999
                                                   -----               -----
Operating Activities:

  Interest paid                                    $ 758               $   -
                                                   =====               =====
4.  Going Concern

As shown in the  accompanying  financial  statements,  the Company  incurred net
losses of $181,638 for the six months ended June 30, 2000. The Company's current
liabilities  exceeded  its  current  assets by $179,270  at June 30,  2000.  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  subsidiary.  In
September  1999,  the  Company  contracted  a software  developer  to design and
develop the  software.  The Company has  completed  the  software and expects to
begin  generating  significant  revenues by May,  2000.  The  expected  costs to
complete the software,  purchase of hardware and marketing will be approximately
$500,000.  These costs will be funded by the issuance of its common stock in the
amount of $500,000 under a subscription agreement dated November 9, 1999. Of the
subscribed  amount,  $166,000 was collected to date.  The Company feels that the
amount  from the  offering  will be  sufficient  to fund the  completion  of the
project.  The Company will offer additional  shares of its common stock to raise
capital on an as needed basis.

                                       -5-

<PAGE>

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

5.       Legal Proceedings

         On April 25,  2000,  BCR Media,  Inc.  filed a  complaint  against  the
         Company  alleging that it owns 500,000 common shares of the Company and
         the  Company  refused to  transfer  the shares in  accordance  with BCR
         Media,  Inc.'s  request.  BCR Media,  Inc. is seeking  damages from its
         inability to sell the shares and has requested damage based on the face
         value of the shares plus interest, costs and attorneys fees.

6.       Stock Options

         On January 12, 1998, the Company entered unto a stock option  agreement
         in which the  Company  grants the option to  officers to purchase up to
         362,619  shares of  non-voting  common  stock for an exercise  price of
         $1.72 per share at any time through January 12, 2013.

         An option to purchase a second  group of 453,275  shares of  non-voting
         common  stock  at  the  same  exercise   price  is  granted  and  fully
         exercisable on January 11, 2012, however,  if the controlling  interest
         value of the Company,  as defined in the  agreement,  exceeds a certain
         dollar amount on December 31, 2003,  the option may become  exercisable
         as early as may 1, 2004 and may be  exercised in whole or in part until
         January  12,  2013.  Special  provisions  apply in the  event of death,
         disability or termination of the employee.

         Prior to December 31, 2003,  should the Company sell  substantially all
         of its assets  and  business,  or if 51% of the issued and  outstanding
         stock is held by  stockholders  other than the  stockholders at January
         12, 1998,  or if employment is terminated by the Company for good cause
         or by the optionee for good reason,  certain  percentages of the option
         stock may become immediately and fully exercisable  contingent upon the
         attainment  of certain  target  values for the  Company and the date of
         occurrence.

         Number of options outstanding on January 1, 1998                     -

         Number of options granted in 1998                              362,619
                                                                        -------

         Number of options outstanding on December 31, 1998             362,619
                                                                        =======

         Number of options exercisable at December 31, 1998             362,619
                                                                        =======

         Weighted average exercise price per share outstanding
             and per shared exercisable                                 $  1.72
                                                                        =======


                                       -6-

<PAGE>

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

6.       Stock Options, (Continued)

         Total compensation cost recognized in 1998 for stock
             based compensation awards                             $      -
                                                                   ========
         Grant date fair value of options granted in 1998          $ 16,000
                                                                   ========
         Weighted average options grant date fair value
             of options granted in 1998                            $   .044
                                                                   ========
         Weighted average remaining contractual life of
             options outstanding and exercisable                   14 years
                                                                   ========

         No options were exercised, were forfeited or expired in 1998 and 1999.

         The  calculation  of the fair values of the options,  under the minimum
         value method,  assumes that no corporate dividends will be issued prior
         to the exercise of the options,  and that the options will be exercised
         immediately  prior to the  exercise  expiration  date.  The  risk  free
         interest  rate used in the  calculation  was  based on the zero  coupon
         government issue rate of approximately 6 percent.

         The Company has  accounted  for the stock options under APB Opinion 25,
         an accounting standard under which no related  compensation expense was
         recognized  in  1998,  the  year of the  grant.  Under  an  alternative
         accounting  standard,  FAS 123,  compensation  expense of $16,107 would
         have been recognized  related to the grant,  resulting in net income of
         $406,134.







                                       -7-

<PAGE>

<TABLE>

<CAPTION>

             INNOVATIVE HOLDINGS & TECHNOLOGIES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


9.  Income Taxes

       The total deferred tax assets are as follows:

                               Net Operating Loss Carryforwards            Applicable Tax Rate
                         -------------------------------------------  ----------------------------
                                                                                                      Valuation      Amount Per
                             Federal        State          Total         Federal         State        Allowance    Balance Sheet
                         -------------  -------------  -------------  -------------  -------------  -------------  -------------
<S>                      <C>            <C>            <C>            <C>            <C>            <C>            <C>
Deferred tax assets at
 December 31, 1997                --             --             --             --             --             --             --

Changes for the year
 ended December 31, 1998          --             --             --             --             --             --             --

                         -------------  -------------  -------------  -------------  -------------  -------------  -------------
Deferred tax assets at
 December 31, 1998                --             --             --             --             --             --             --

Changes for the
 year ended
 December 31, 1999                --             --             --             --             --             --             --

                         -------------  -------------  -------------  -------------  -------------  -------------  -------------
Deferred tax assets at
 December 31, 1999       $        --    $        --    $        --    $        --    $        --    $        --             --
                         =============  =============  =============  =============  =============  =============  =============

</TABLE>

     At December 31, 1999, the Company has net operating loss  carryforwards  of
     $2,928,322. These losses will begin expiring in 2002.

     A valuation  allowance has been provided against the deferred tax assets at
     December  31, 1999 and 1998 since it is likely  that the  Company  will not
     realize the benefits of the deferred tax assets.



                                       -8-

<PAGE>


INNOVATIVE HOLDINGS & TECHNOLOGIES, INC.

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 $181,638.  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 soles stockholder. Xtreme is continuing the development of a
product on the cutting edge of communications  technology.  Xtreme is finalizing
the  development  of a real time  telemetric  monitoring  device,  which will 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 were completed in January,
2000.

Marketing efforts commenced in January,  2000.  Revenues are anticipated through
the sale of  advertising  at  Xtreme's  web site and through  the  promotion  of
sponsorships by organizations  and other related to the sports and entertainment
industries.

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.

<PAGE>

Results of Operations, continued

                                            The six months ended June 30,
                                           ------------------------------
                                               2000               1999
                                           -----------      -------------
Revenues                                           0.0%               0.0%
                                           -----------      -------------
Expenses:
  General and Administrative                      96.3%             90.3%
  Research and Development                           -               8.0%
  Interest Expense                                 3.7%              1.7%
                                           -----------      -------------
    Total Expenses                                 100%               100%
                                           -----------      -------------
Net Loss                                           100%              100%
                                           ===========      =============


Revenues
--------

The  Company had no  revenues  for the six months  ended June 30, 2000 and 1999.
Revenues are expected to commence during 2000.

General and Administrative
--------------------------

General and  administrative  expenses  have  increased  from $158,643 in 1999 to
$174,997 in 2000. The increase in these  expenses  resulted from the purchase of
Xtreme and Company's dedicated support to develop their business operations.

Research and Development
------------------------

Research and development  expenses decreased from $13,989 in 1999 to $0 in 2000.
Research and development expenses are not recurring expenses.

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 of their wholly owned subsidiary,  Xtreme Telemetry Systems, Inc. To
date, the company has financed its operations  primarily through the sale its of
equity securities.  During the six month period ended June 30, 1999, the Company
generated $210,000 from the issuance of its stock.


<PAGE>

Liquidity and Capital Resources, continued

The  Company  had  negative  working  capital  as of June 30,  2000 of  $422,123
compared to $241,885 as of December 31, 1999.

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
attaining  profitable  operations.  The  deficiency  in operating  cash flows is
expected  to continue  until such time that the  Company  will begin to generate
cash flows from the telemetry data in the form of advertisement  and sponsorship
sales. Operations are expected to begin in 2000 and the research and development
costs will have  ceased.  The Company is  pursuing  equity  financing  through a
private  placement dated July 17, 2000. 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.

Recent Accounting Pronouncements

In March 1998, the American  Institute of Certified  Public  Accountants  issued
Statement of Position 98-1 "Accounting for Costs of Computer Software  Developed
or Obtained for Internal  Use." SOP 98-1 is effective for  financial  statements
for years  beginning  after December 15, 1998.  SOP 98-1 provides  guidance over
accounting  for  computer  software  developed  or obtained  for  internal  use,
including  the  requirement  to  capitalize  and amortize  specific  costs.  The
adoption of this standard did not have a material  effect on its  capitalization
policy.