UNITED STATES
                        SECURITY AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FOR 10-QSB/A

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

               For the quarterly period ended   March 31, 2002
                                                ------------------

[ ] 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.)

300 South Orange Avenue
Suite 1500
Orlando, FL                                                            32801
----------------------------------------                           -------------
(Address of principal executive offices)                             (Zip Code)

Issuer's telephone number, including area code: (407-244-3756)
                                                --------------

Indicated by a check mark, whether the issuer (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, 2002
------------------------------                 ---------------------------------
Common Stock, $.0001 par value                             29,374,884

<PAGE>

                                TABLE OF CONTENTS

                                                                         Page
                                                                         ----

PART I.  FINANCIAL INFORMATION

Item 1.  Condensed  Consolidated Financial Statements                      3
           And Report on Review by Independent Certifying Accountants

           Condensed Balance Sheets - March 31,
             2002 and December 31, 2001                                    4

           Condensed Statements of Operations -
             three months ended March 31, 2002 and 2001                    5

           Condensed Statements of Cash Flows -
             Three months ended March 31, 2002 and 2001                    6

           Notes to Condensed Financial Statements                         7

Item 2.  Management's Discussion and Analysis
           and Results of Operations                                       9

PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

          SIGNATURES                                                      12







                                       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 Subsidiary

We have  reviewed  the  accompanying  condensed  consolidated  balance  sheet of
Innovative Holdings & Technologies, Inc. and Subsidiary as of March 31, 2002 and
the related condensed  consolidated  statements of operations and cash flows for
the three  months  ended  March 31, 2002 and 2001  included in the  accompanying
Securities  and  Exchange  Commission  Form 10-Q for the period  ended March 31,
2002.  These  condensed  statements  are  the  responsibility  of the  Company's
management.

We conducted our review 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 review,  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  has
experienced continuing losses since inception and negative working capital; this
raises  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  consolidated  balance  sheet as of  December  31,  2001 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
25, 2002, we expressed an unqualified opinion on those financial statements.  In
our  opinion,   the  information  set  forth  in  the   accompanying   condensed
consolidated  balance  sheet as of March  31,  2002,  is  fairly  stated  in all
material  respects  in  relation  to the  balance  sheet  from which it has been
derived.

/s/ DiRocco & Dombrow, P.A.
September 19, 2002



                                       3
<PAGE>
<TABLE>
<CAPTION>

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





                                     ASSETS

                                                                    March 31,     December 31,
                                                                       2002            2001
                                                                  ------------    ------------
                                                                   (Unaudited)      (Audited)
<S>                                                               <C>             <C>
Current Assets
   Cash                                                           $      1,358    $        121
   Due from affiliate                                                     --            69,800
                                                                  ------------    ------------
       Total Current Assets                                              1,358          69,921
                                                                  ------------    ------------


Investment                                                                 200             200
Furniture and equipment (net)                                           12,877          14,015
Other assets                                                             3,473           3,473
                                                                  ------------    ------------
       Total Assets                                               $     17,908    $     87,609
                                                                  ============    ============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
   Accounts payable and accrued expenses                          $  1,018,128    $  1,006,874
   Withholding taxes payable                                           169,723         169,723
   Due to stockholder                                                  284,006         280,506
   Due to affiliates                                                     8,736           8,736
                                                                  ------------    ------------
       Total Current Liabilities                                     1,480,593       1,465,839
                                                                  ------------    ------------

Stockholders' Deficit
   Preferred stock, $.001 par value, 50,000,000
     shares authorized, no shares issued and outstanding                  --              --
   Common stock, $.0001 par value, 450,000,000 shares
     authorized, 29,374,884 issued and outstanding                       2,938           2,938
   Additional paid in capital                                        3,227,723       3,227,723
   Stock subscriptions receivable                                     (200,000)       (200,000)
   Deficit                                                          (4,493,346)     (4,408,891)
                                                                  ------------    ------------
         Total Stockholders' Deficit                                (1,462,685)     (1,378,230)
                                                                  ------------    ------------

       Total Liabilities and Stockholders' Deficit                $     17,908    $     87,609
                                                                  ============    ============

</TABLE>

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

                                       4
<PAGE>

             INNOVATIVE HOLDINGS & TECHNOLOGIES, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      For the Three Months Ended March 31,


                                                 2002            2001
                                             ------------    ------------


Sales                                        $        700    $       --
                                             ------------    ------------

Expenses
   General and administrative                      75,589          23,968

   Interest expense                                 9,566            --
                                             ------------    ------------
     Total Expenses                                85,155          23,968
                                             ------------    ------------

Operating loss                                    (84,455)        (23,968)


Other Income                                         --              --
                                             ------------    ------------
Net loss                                     $    (84,455)   $    (23,968)
                                             ============    ============


   Basic loss per share                      $      (0.00)   $      (0.00)
                                             ============    ============

   Weighted average common shares              29,374,884      26,374,884
                                             ============    ============



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

                                       5
<PAGE>
<TABLE>
<CAPTION>

             INNOVATIVE HOLDINGS & TECHNOLOGIES, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                      For the Three Months Ended March 31,


                                                                        2002         2001
                                                                      ---------    ---------
<S>                                                                   <C>          <C>
Cash flows from operating activities:
   Net loss                                                           $ (84,455)   $ (23,968)
   Adjustments to reconcile net loss to net
     cash used in operating activities:
       Depreciation and amortization                                      1,138        1,138
       Decrease in due from affiliate                                    69,800         --
       Decrease in prepaid expenses                                        --             36
       Increase (decrease) in accounts payable and accrued expenses      11,254      (26,402)
       Decrease in withholding taxes payable                               --         (3,127)
                                                                      ---------    ---------
Net cash used in operating activities
                                                                         (2,263)     (52,323)
                                                                      ---------    ---------

Cash flows from financing activities:
   Proceeds stockholder loans
                                                                          3,500       91,031
   Repayments of advances from affiliate                                   --        (38,800)
                                                                      ---------    ---------
Net cash provided by financing activities                                 3,500       52,231
                                                                      ---------    ---------

Net increase (decrease) in cash                                           1,237          (92)

Cash at beginning of period                                                 121          440
                                                                      ---------    ---------

Cash at end of period                                                 $   1,358    $     348
                                                                      =========    =========

Supplemental Information
------------------------

Interest paid                                                         $    --      $    --
                                                                      =========    =========

Income taxes paid                                                     $    --      $    --
                                                                      =========    =========

</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



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, 2002, and the
results of its  operations  and cash flows for the three  months ended March 31,
2002 and 2001.  Interim results are not necessarily  indicative of results for a
full year.

The condensed financial  statements and notes are presented as permitted by Form
10-Q, and do not contain certain  information  included in the Company's audited
financial statements and notes for the year ended December 31, 2001.

2. Basic Loss Per Share

Basic  loss  per  share  is the  same  as  diluted  loss  per  share  due to the
anti-dilutive nature of the stock options.

3. Financial Statements

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

4. Going Concern

As shown in the accompanying  financial  statements,  the Company incurred a net
loss of  approximately  $84,400 for the three months  ended March 31, 2002.  The
Company's  current  liabilities  exceeded  its current  assets by  approximately
$1,479,000 and $1,396,000 at March 31, 2002 and December 31, 2001, respectively.
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.

5. Stock Options

On March 10, 1998,  the Company  entered into a stock option  agreement in which
the Company granted the option to stockholders 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.



                                       7
<PAGE>

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



5. Stock Options (continued)

The  following is a summary of stock  option plan  activity for the three months
ended March 31, 2002:

 Number of options outstanding on March 31, 2002
                 17,000,000

 Weighted average exercise price per share outstanding and exercisable
                   $0.05

 Weighted average remaining contractual life of options outstanding and
 exercisable, in months                            11

 No options  were  issued,  forfeited  or expired  during the three months ended
March 31, 2002.

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 earnings 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 ended 2001.

6. 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 statements.



                                       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
--------

Innovative Holdings & Technologies,  Inc. was incorporated under the laws of the
State of Colorado on January 7, 1987.

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.  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 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 real
time  telemetry,  to be  marketed  initially  in the  sports  and  entertainment
industries. The telemetry system is designed to 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 of 1999. The
products under development have not been completed. Product completion is
predicated  by end  use.  Further  development  of  products  by XTS  have  been
suspended  due to lack of funding  and our  concentration  is  currently  on the
business of US Tech Materials  (USTM) as further  described  below.  USTM is not
producing  any  products on a  commercial  scale,  but is  providing  samples to
customers interested in testing the PEAR resin for potential commercial use.

         US Tech Materials  Corporation (USTM) intends to develop  manufacturing
and marketing for Poly Ether Amide Resin,  also known as PEAR.  PEAR resins were
originally developed by Ashland, Inc., who entered into a license agreement with
USTM/IHTL in July, 2000, as amended effective in August,  2000,  October,  2000,
November  2000,  April 2001 and October  2001.  We have  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.
USTM is still in its development  stages,  and there are no guarantees that USTM
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 for PEAR resins. The
only relationship we have with Ashland, Inc. is as their licensee.

On July 23,  2001,  the Company  entered into a letter of intent to increase its
interest to 51% in US Tech  Materials  Corporation  ("USTM").  We currently have
commitments to pay Ashland Inc.  $600,000 during 2002. The first payment was due
on April 1, 2002 and was not paid. An  additional  payment due September 1, 2002
has also  not been  paid.  We are in  contact  with  Ahsland  and are  currently
attempting to renegotiate these payments.



                                       9
<PAGE>

Results of operations
---------------------

Revenues
--------

The Company had  revenues of $700 for the three  months ended March 31, 2002 and
no revenues for the same period of 2001.  Revenues were derived from the sale of
samples to potential customers.

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

For the three months ended March 31, 2002  general and  administrative  expenses
have  increased to $75,589 in 2002 from $23,968 in 2001.  The increase is due to
the company writing-off a receivable in the amount of $69,800 due from USTM.


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

Interest expense is from loans made to the company.


Liquidity and Capital Resources
-------------------------------

To date, the company has financed its operations  primarily through the sale its
of equity securities and through shareholder loans.

The Company had negative stockholder equity as of March 31, 2002 of $1,462,685.

As stated in the notes to 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 that  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 a commitment to pay license fees to Ashland, Inc. with
regard  to its  USTM  subsidiaries  license  for the  PEAR  resins  and  expects
expenditures for purchasing  materials to manufacture PEAR resins. The Company's
future capital requirements will depend on its business development activities.

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

Other
-----

The Company has a receivable in the amount of $69,800 due from USTM.  Due to the
uncertainty  with regard to the  negotiations  with Ashland as described  below,
Management has decided to write-off that amount as unrecoverable.


                                       10
<PAGE>

Plan of Operation
-----------------

We are not currently  sending samples of the PEAR resins to potential  customers
for testing  until the  license  issues with  Ashland are  resolved.  We plan to
continue the  development  of the resins through our research  association  with
Southwest Texas University's Institute for Environmental and Industrial Science,
based on adequate  funding and resolution of the licensing  negotiations.  If we
resolve license issues with Ashland,  testing by potential customers and further
development can be continued

In order to devote  resources to research  and  development  we have  approached
Ashland about restructuring or eliminating the $600,000 in license payments that
are due during 2002.  We  presented  them with a proposal in August 2002 and are
awaiting  their  reply.  If we cannot come to an  agreement  with  Ashland it is
expected  that the  license  agreement  will be  terminated.  If the  license is
terminated we will need to seek other  business  opportunities.  We have not yet
identified any such business opportunities at this time.

If our  negotiations  with  Ashland  are  successful  we plan to seek  strategic
partners  that will provide  financing  and  expertise to continue  development,
sales,  manufacturing  and  distribution  of the  PEAR  resins.  Due to  current
economic  and  capital  market  conditions  management  feels that  reliance  on
strategic  partners  with  relevant  experience  is the only  means to  complete
development and go to  manufacturing  as the company believes it would be unable
to  raise  funds on its own.  It is  expected  that the  process  of  finding  a
development or strategic partner could be accomplished in 3 to 6 months and that
a resumption of sampling and development  activities  would begin 3 months after
that.





                                       11
<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.



Date:  September 19, 2002                            By /s/ Helmut Wyzisk
                                                       -------------------------
                                                       Helmut Wyzisk, President
                                                       Innovative Holdings &
                                                       Technologies, Inc.


                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                                   PURSUANT TO
                             18 U.S.C. SECTION 1350,
                      AS ADOPTED PURSUANT TO SECTION 906 OF
                         THE SARBANES-OXLEY ACT OF 2002

I, Helmut Wyzisk, certify that:

1. I have reviewed this quarterly  report on Form 10-QSB of Innovative  Holdings
and Technologies Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;



Date: September 20, 2002
/s/ Helmut Wyzisk
President


                                       12