U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-QSB/A

(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              32801
---------------------------------------------------------------
(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 - 6




<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  sheets of
Innovative Holdings & Technologies,  Inc. and Subsidiary as of June 30, 2000 and
the related condensed consolidated statements of operations for the three months
and six months  ended June 30, 2000 and 1999,  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


                                      -1-

<PAGE>

<TABLE>

<CAPTION>

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

                                     ASSETS

                                                                    June 30,     December 31,
                                                                      2000           1999
                                                                  -----------    -----------
                                                                                   (Audited)
<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                                                       125,000         25,000
  Due to affiliate                                                    128,103         43,751
                                                                  -----------    -----------
     Total current liabilities                                        436,015        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,
   27,124,884 and 23,124,884 issued
   and outstanding, respectively                                        2,713          2,313

  Additional paid-in capital                                        3,280,219      3,080,619
  Stock subscriptions receivable                                     (534,000)      (334,000)
  Deficit                                                          (3,145,071)    (2,963,433)
                                                                  -----------    -----------
     Total stockholders' equity (deficit)                            (396,139)      (214,501)
                                                                  -----------    -----------
     Total liabilities and stockholders' equity (deficit)         $    39,876    $    43,326
                                                                  ===========    ===========

</TABLE>

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

                                       -2-

<PAGE>

<TABLE>

<CAPTION>

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

                                  Three Months Ended June 30,      Six Months Ended June 30,
                                 ----------------------------    ----------------------------
                                      2000            1999            2000            1999
                                 ------------    ------------    ------------    ------------
<S>                              <C>             <C>             <C>             <C>
Expenses
  General and administrative     $     64,747    $     75,921    $    174,997    $    158,643
  Research and development                  0          12,208            --            13,989
  Interest expense                      5,883           3,036           6,641           3,036
                                 ------------    ------------    ------------    ------------
     Total expenses                    70,630          91,165         181,638         175,668
                                 ------------    ------------    ------------    ------------

Net loss                         $    (70,630)   $    (91,165)   $   (181,638)   $   (175,668)
                                 ============    ============    ============    ============


Basic loss per share             $     (0.003)   $     (0.004)   $     (0.008)   $     (0.008)
                                 ============    ============    ============    ============

Weighted Average Common Shares     23,960,049      22,254,884      23,542,466      22,072,840
                                 ============    ============    ============    ============


</TABLE>






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

                                       -3-

<PAGE>


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

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

Cash flows from operating activities:
Net loss                                                $(181,638)   $(175,668)
Adjustments to reconcile net
      loss to net cash used by
      operating activities:
       Depreciation                                         3,068         --
      (Increase) decrease in:
          Prepaid insurance                                 3,681         --
          Other assets                                     (1,668)      (3,473)
      Increase (decrease) in:
          Accounts payable and accrued expenses            (6,717)         373
          Withholding taxes payable                           553         --
                                                        ---------    ---------
             Net cash used by operating activities       (182,271)    (178,768)
                                                        ---------    ---------


Cash flows from investing activities:
  Purchase of property and equipment                    (    --  )      (1,900)
                                                        ---------    ---------
            Net cash used by investing activities       (    --  )      (1,900)
                                                        ---------    ---------


Cash flows from financing activities:
   Proceeds from  notes payable                           100,000         --
   Proceeds from affiliate                                 84,352       13,000
   Proceeds from issuance of stock                           --        210,000
                                                        ---------    ---------
            Net cash provided by financing activities     184,352      223,000
                                                        ---------    ---------


Increase (Decrease)  in cash                                1,631       42,332
Cash at beginning of period                                 2,011        4,303
                                                        ---------    ---------

Cash at end of period                                   $   3,642    $  46,635
                                                        =========    =========







See accompanying summary of notes to unaudited condensed  consolidated 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
transactions and balances 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 $422,123  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.  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.  Stock Options

On January March 10, 1998, the Company entered unto 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 June 30, 2000.

Number of options outstanding on April 1, 2000           21,000,000

Number of options exercised in 2000                      (4,000,000)
                                                         ----------

Number of options outstanding on June 30, 2000           17,000,000
                                                         ==========
Number of options exercisable at June 30, 2000           17,000,000
                                                         ==========
Weighted average exercise price per share
  outstanding and exercisable                            $     0.05
                                                         ==========

Weighted average remaining contractual life of
    options outstanding and exercisable                        2.9
                                                         ==========

No options were forfeited or expired in 2000 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 $60,000 would have been recognized related to the
grant, resulting in net loss of $241,638.

                                       -6-