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 March 31, 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.
                                   FORM 10-QSB

                                      INDEX

                                                                        Page No.
                                                                        --------

Part I - Financial Information

Item     1 - Financial  Statements  (unaudited)  Balance Sheets -
         March 31, 2000 and December 31, 1999                                2

         Statement of Operations -
         Three Months ended March 31, 2000 and 1999                          3

         Statement of Cash Flows -                                           4
         Three Months ended March 31, 2000 and 1999

         Notes to Financial Statements                                       5

Item 2- Management's Discussion and Analysis or Plan of
           Operation                                                         8

Part II - Other Information                                                 11

Item 1 - Legal Proceedings                                                  11

Item 2 - Changes in Securities and Use of Proceeds                          11

Item 3 - Defaults Upon Senior Securities                                    11

Item 4 - Submission of Matters to a Vote of Security Holders                11

Item 5 - Other Information                                                  11

Item 6 - Exhibits and Reports on Form 8-K                                   11

Signature                                                                   12








<PAGE>

PART I-FINANCIAL INFORMATION

Item 1.           Financial Statements.  (Unaudited)




             INNOVATIVE HOLDINGS & TECHNOLOGIES, INC. AND SUBSIDIARY

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

                                 MARCH 31, 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












<PAGE>


                             DIROCCO & DOMBROW, P.A.
                       3601 W. COMMERCIAL BLVD, SUITE #22
                            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 March 31, 2000 and
the related condensed  consolidated  statements of operations and cash flows for
the three  months  ended March 31, 2000 and 1999,  included in the  accompanying
Securities  and  Exchange  Commission  Form 10-Q for the period  ended March 31,
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 March
31, 2000, is fairly  stated in all material  respects in relation to the balance
sheet from which it has been derived.

May 11, 2000


                                       -1-

<PAGE>

<TABLE>

<CAPTION>


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

                                     ASSETS

                                                                              March 31,                 December 31,
                                                                                 2000                       1999
                                                                            ---------------            ----------------
<S>                                                                     <C>                       <C>

Current assets

  Cash                                                                  $              616        $              2,011
  Prepaid expenses                                                                   3,681                       3,681
  Note receivable                                                                   10,250                      10,250
                                                                            ---------------            ----------------
     Total current assets                                                           14,547                      15,942

Property and equipment                                                              20,795                      23,121

Other assets                                                                         5,581                       4,263
                                                                            ---------------            ----------------
      Total assets                                                       $           40,923        $             43,326
                                                                            ===============            ================

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities
  Accounts payable and accrued
    expenses                                                            $           11,373        $             25,826
  Withholding taxes payable                                                        163,250                     163,250
  Notes payable                                                                    125,000                      25,000
  Due to affiliate                                                                  46,169                      43,751
                                                                            ---------------            ----------------
     Total current liabilities                                                     345,791                     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,
   23,124,884 and 23,124,884 issued
   and outstanding, respectively                                                     2,313                       2,313

  Additional paid-in capital                                                     3,080,619                   3,080,619
  Stock subscriptions receivable                                          (        334,000 )        (          334,000 )
  Deficit                                                                 (      3,053,801 )        (        2,963,433 )
                                                                            ---------------            ----------------
      Total stockholders' equity (deficit)                                 (        304,869 )       (          214,501 )
                                                                            ---------------            ----------------
      Total liabilities and stockholders' equity (deficit)               $           40,923        $             43,326
                                                                            ===============            ================

</TABLE>



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

                                       -2-

<PAGE>


<TABLE>

<CAPTION>

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

                                                      Three Months Ended March 31,
                                               -------------------------------------------
                                                    2000                       1999
                                               ---------------            ----------------
<S>                                        <C>                       <C>

Expenses

  General and administrative               $           89,610        $             82,722
  Research and development                                  -                       1,781
  Interest expense                                        758                           -
                                               ---------------            ----------------
      Total expenses                                    90,368                      84,503
                                               ---------------            ----------------

Net loss                                   $ (         90,368 )      $ (           84,503 )
                                               ===============            ================


Basic loss per share                       $ (         0.0039 )      $ (           0.0037 )
                                               ===============            ================

Diluted loss per share                     $ (         0.0039 )      $ (           0.0037 )
                                               ===============            ================


</TABLE>













   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

                                                                                   Three Months Ended March 31,
                                                                                 2000                       1999
                                                                            ---------------            ----------------
<S>                                                                     <C>                        <C>

Cash flows from operating activities:

Net loss                                                                $ (         90,368  )      $ (          84,503 )
Adjustments to reconcile net
      loss to net cash used by
      operating activities:
       Depreciation                                                                  2,326                         143
      (Increase) decrease in:
          Other assets                                                    (          1,318  )        (          43,660 )
      Increase (decrease) in:
          Accounts payable and accrued                                    (         14,453  )                   18,148
                                                                            ---------------            ----------------
            expenses
            Net cash used by operating

              activities                                                  (        103,813  )        (         109,872 )
                                                                            ---------------            ----------------


Cash flows from investing activities:

    Purchases of property and equipment                                   (        -        )        (           1,713 )
                                                                            ---------------            ----------------
            Net cash used by investing
              activities                                                  (        -        )        (           1,713 )
                                                                            ---------------            ----------------

Cash flows from financing activities:
   Payments of notes payable                                                       -                 (          15,000 )
   Proceeds from affiliate                                                           2,418           (         204,950 )
   Proceeds from issuance of stock                                                 -                           460,000
   Borrowings on notes payable                                                     100,000                           -
            Net cash provided by financing
              activities                                                           102,418                     240,050
                                                                            ---------------            ----------------

Increase (Decrease)  in cash                                              (          1,395  )                  128,465
Cash at beginning of period                                                          2,011                       4,303
                                                                            ---------------            ----------------

Cash at end of period                                                   $              616         $           132,768
                                                                            ===============            ================


</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 March 31, 2000, and the
results of its  operations  and cash flows for the three  months ended March 31,
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

                                                   Three months ended March 31,
                                                   ----------------------------
                                                      2000             1999
                                                      ----             ----
Operating Activities:

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

As shown in the  accompanying  financial  statements,  the Company  incurred net
losses of $90,368 for the three  months  ended  March 31,  2000.  The  Company's
current  liabilities  exceeded its current assets by $331,244 at March 31, 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 July, 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-


<PAGE>

<TABLE>

<CAPTION>

             INNOVATIVE HOLDINGS & TECHNOLOGIES, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


6.  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.

                                       -7-

<PAGE>


Item 2.           Management's Discussion and Analysis or Plan of Operation.

         SAFE HARBOR STATEMENT

         Certain statements in this Form 10-QSB, including information set forth
under Item 2  Management's  Discussion  and Analysis of Financial  Condition and
Results of Operations constitute "forward-looking statements" within the meaning
of the Private  Securities  Litigation Reform Act of 1995 (the Act). The Company
desires to avail itself of certain  "safe  harbor"  provisions of the Act and is
therefore  including this special note to enable the Company to do so.  Forward-
looking  statements in this Form 10-QSB or hereafter  included in other publicly
available documents filed with the Securities and Exchange  Commission,  reports
to the Company's  stockholders and other publicly available statements issued or
released by the Company involve known and unknown risks, uncertainties and other
factors which could cause the Company's actual results,  performance  (financial
or operating) or  achievements  to differ from the future  results,  performance
(financial or operating) or  achievements  expressed or implied by such forward-
looking  statements.  Such  future  results  are based  upon  management's  best
estimates  based  upon  current  conditions  and  the  most  recent  results  of
operations.


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.

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.

                                       -8-

<PAGE>

Results of Operations, continued

                                         The three months ended March 31,

                                         ---------------------------------
                                                2000             1999
                                         -------------       -------------
Revenues                                          0.0%                0.0%

Expenses:
  General and Administrative                     99.2%               97.9%
  Research and Development                          -                 2.1%
  Interest Expense                                 .8                   -
            -
    Total Expenses                                100%                100%

Net Loss                                          100%                100%
                                         =============       =============


Revenues
--------

The Company had no revenues  for the three months ended March 31, 2000 and 1999.
Revenues are expected to commence during July, 2000.

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

General and  administrative  expenses  have  increased  from  $82,722 in 1999 to
$89,610 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 $1,781 in 1999 to $0 in 2000.
Research and development expenses are not recurring expenses, estimated research
and  development  costs through the completion of the telemetry  system in April
2000 will be approximately $200,000.

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 three month  period  ended March 31,  1999,  the
Company generated $460,000, from the issuance of its stock.


                                       -9-

<PAGE>


Liquidity and Capital Resources, continued

The  Company had  negative  working  capital as of March 31,  2000 of  $331,244,
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 July  2000 and the  research  and
development  costs will cease.  Until such time,  the  company  will rely on the
private  non-public sale of common stock or debt financing,  or a combination of
both,  to  generate  cash  flows  necessary  to meet the  company's  operational
requirements.  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.






                                       -10-

<PAGE>



PART II- OTHER INFORMATION

Item 1.           Legal Proceedings.

         On April 25, 2000, BCR Media,  Inc.,  the plaintiff,  filed a complaint
naming the Company as defendant.  The complaint was filed in the Ninth  Judicial
Circuit Court for Orange County,  Florida.  BCR Media, Inc. alleges: (1) it owns
500,000 common shares of the Company's common stock, (2) it presented the shares
to the Company's  transfer  agent for transfer,  and (3) the Company  refused to
transfer the shares in accordance with BCR Media's request. BCR Media is seeking
damages from its inability to sell the shares and has requested damages based on
the face value of the shares, plus pre-judgement  interest,  costs and attorneys
fees.

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.

         No matter was submitted to a vote of the security holders,  through the
solicitation  of proxies or  otherwise,  during the first  quarter of the fiscal
year covered by this report.

Item 5.           Other Information.

                  None

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

         (a) Exhibits

         Exhibit Number                              Description

          *3.1             Articles of  Incorporation  and  Amendments  filed as
                           exhibits  to the  Company's  Form 10-SB  Registration
                           Statement filed December 22, 1999.

          *3.2             3.2 By-Laws filed as  exhibits to the  Company's Form
                           10-SB Registration Statement filed December 22, 1999.

          (27)             Financial Data Schedule

*Previously filed.







                                      -11-

<PAGE>


         (b) Reports on Form 8-K. No reports were filed on Form 8-K during this
quarter.


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.

Dated: May 18, 2000



INNOVATIVE HOLDINGS & TECHNOLOGIES, INC.




By:   /s/  Helmuth Wyzisk
-------------------------
           Helmuth Wyzisk
Title: President






                                      -12-