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 ended March 31, 2001

               [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
                                THE EXCHANGE ACT

                        For the transition period from to

                           Commission File No. 0-26951

                              I-INCUBATOR.COM, INC.
                 (Name of Small Business Issuer in Its Charter)

                                    Florida
                        (State of Other Jurisdiction of
                         Incorporation or Organization)


                                   59-3442557
                                (I.R.S. Employer
                              Identification No.)

             1221 Brickell Avenue, Suite 900, Miami, Florida 33131
              (Address of Principal Executive Offices) (Zip Code)

                                 (305) 358-3678
                (Issuer's Telephone Number, Including Area Code)

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          No X

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of May 1, 2001 the Company had
24,345,859 shares of Common Stock outstanding, $0.0001 par value.

<PAGE>

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

BASIS OF PRESENTATION

The accompanying reviewed financial statements are presented in accordance with
generally accepted accounting principles for interim financial information and
the instructions to Form 10-QSB and item 310 under subpart A of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
The accompanying statements should be read in conjunction with the audited
financial statements for the years ended December 31, 1998 and 1999. In the
opinion of management, all adjustments (consisting only of normal occurring
accruals) considered necessary in order to make the financial statements not
misleading, have been included. Operating results for the nine months ended
September 30 , 2000 are not necessarily indicative of results that may be
expected for the year ending December 31, 2000. The financial statements are
presented on the accrual basis.

<PAGE>

                             I-INCUBATOR.COM, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS
                  AS OF THE THREE MONTHS ENDED MARCH 31, 2001
                        AND AS OF DECEMBER 31, 2000 AND
     FOR THE PERIODS MAY 5, 1997 (DATE OF INCEPTION) THROUGH MARCH 31, 2001

<PAGE>

                             I-INCUBATOR.COM, INC.

                          (A Development Stage Entity)


                               TABLE OF CONTENTS
<TABLE>
<S>                                            <C>
INDEPENDENT AUDITORS' REPORT                     1

Balance Sheets                                   2

Statements of Operations                        3-4

Statements of Stockholders' Equity (Deficit)    5-7

Statements of Cash Flows                        8-9

Notes to Financial Statements                  10-22
</TABLE>

<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Stockholders and
Board of Directors
I-Incubator.com, Inc.
(A Development Stage Company)
Miami, Florida

We have audited the accompanying balance sheet of I-Incubator.com, Inc. (a
development stage company) as of December 31, 2000 and the related statement of
operations, changes in stockholders' equity and cash flows for years ended
December 31, 2000. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit included examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe the audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of I-Incubator.com, Inc. as of
December 31, 2000, and the results of its operations and its cash flows for the
years ended December 31, 2000 in conformity with generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 4 to the financial
statements, the Company is development stage company. The realization of a major
portion of its assets is dependent upon its ability to meet its future financing
requirements, and the success of future operations. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not include any adjustments that might result from
this uncertainty.

Salibello & Broder LLP
New York, NY
April 14, 2001

<PAGE>

                             I-INCUBATOR.COM, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                                 BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS                                                   (Unaudited)
                                                       March 31, 2001   December 31, 2000
                                                       --------------   -----------------
CURRENT ASSETS:
<S>                                                      <C>            <C>
   Cash                                                  $     2,081    $       527
   Prepaid expenses                                            2,500              0
                                                          ----------     ----------

         Total current assets                                  4,581            527

OTHER ASSETS:

   Investment in unconsolidated affiliated companies               0          2,600
   Due from affiliates                                            70        103,359
                                                          ----------     ----------

         Total other assets                                       70        105,959
                                                          ----------     ----------

TOTAL ASSETS                                             $     4,651    $   106,486
                                                          ==========     ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

   Accounts payable and accrued expenses                 $   121,448    $    90,258
    Notes payable - related parties                           65,500         32,600
   Due to affiliate                                           33,213         48,213
   Non-interest bearing related party note payable,
    net of unamortized discount                              120,000        120,000
                                                          ----------     ----------

   Total current liabilities                                 340,161        291,071

STOCKHOLDERS' EQUITY:

   Common Stock, par value $.0001 per share;
     50,000,000 shares
     authorized; 24,345,859 shares issued and
     Outstanding at March 31, 2001 & December 31, 2000         2,434          2,434
   Additional paid-in capital                                907,422        907,422
   Warrants                                                   83,972         83,972
   Deficit accumulated during the development stage       (1,329,338)    (1,178,413)
                                                          ----------     ----------

     Total stockholders' equity                             (335,510)      (184,585)
                                                          ----------     ----------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY          $     4,651    $   106,486
                                                          ==========     ==========

</TABLE>

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

                                       -2-

<PAGE>

                             I-INCUBATOR.COM, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                             (UNAUDITED)
                                                      (UNAUDITED)            FOR THE PERIOD
                                                    THREE MONTHS ENDED        MAY 5, 1997
                                                        MARCH 31             (INCEPTION) TO
                                             2001               2000         MARCH 31, 2001
                                             ----               ----         --------------
<S>                                           <C>            <C>           <C>
DEVELOPMENT STAGE REVENUES                    $         0    $         0   $          0
                                                 --------       --------    -----------

DEVELOPMENT STAGE EXPENSES:
           Bank charges                                62            257            586
           Business promotion                       2,050            517         25,130
           Corporate fees                             600          2,096          5,926
           Consulting fees                              0         82,246        384,910
           Depreciation                                 0            220          2,029
           Domain name                                  0              0        338,581
           Dues and subscriptions                       0              0            297
           Office general                           7,500         20,889         75,867
           On-line services                           105              0            455
           Printing                                 1,729             86          4,395
           Postage and Delivery                       161            546          2,874
           Professional fees                       18,159         34,371        190,897
           Payroll taxes                              900          3,770         12,293
           Salary                                   9,208         37,230        132,942
           Seminars and conferences                     0              0          4,320
           Shareholder related service              2,668              0         12,125
           Telephone                                  163          1,187          2,461
           Travel                                     280          3,822          1,432
           Transfer agent fee                         750              0         11,162
                                                 --------       --------    -----------

TOTAL DEVELOPMENT STAGE EXPENSES                   44,335        187,237      1,208,682
                                                 --------       --------    -----------

LOSS FROM OPERATIONS                              (44,335)      (187,237)    (1,208,682)

     OTHER INCOME (EXPENSES):
           Bad loan                                     0              0        (55,620)
           Cancellation of debt                         0              0        235,132
           Interest income                              0            378          1,091
           Gain on disposition of equipment             0              0          1,065
           Loss on investment in subsidiary        (2,600)             0        (54,600)
           Other income                                 0              0            177
           Settlement fees                              0              0        (19,500)
           Interest Expense                        (1,625)       (13,580)      (126,036)
           Cancellation of loan receivable       (102,365)             0       (102,365)
                                                 --------       --------    -----------

     TOTAL OTHER INCOME (EXPENSES)               (106,590)       (13,202)      (120,656)
                                                 --------       --------    -----------

     NET LOSS                                    (150,925)      (200,439)   $(1,329,338)
                                                 ========       ========    ===========
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       -3-

<PAGE>

                             I-INCUBATOR.COM, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                      STATEMENTS OF OPERATIONS (CONTINUED)
<TABLE>
<CAPTION>
                                                                           (UNAUDITED)             FOR THE PERIOD
                                                                      THREE MONTHS ENDED           MAY 5, 1997
                                                                           MARCH 31                (INCEPTION) TO
                                                                     2001            2000          MARCH 31, 2001
                                                                     ----            ----          --------------
LOSS PER COMMON SHARE
<S>                                                             <C>               <C>
           Basic                                                $   (0.0062)      $  (0.0012)
                                                                -----------       ----------
           Diluted                                              $        N/A      $       N/A
                                                                ===========       ==========
Weighted-average number of common shares outstanding              24,345,859       16,580,000
                                                                ===========       ==========
</TABLE>

                                       -4-

<PAGE>

                             I-INCUBATOR.COM, INC.
                         (A DEVELOPMENT STAGE COMPANY)

      STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT) (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                                                DEFICIT
                                                                                                                ACCUMULATED
                                                                                                   ADDITIONAL   DURING THE
                                                                    COMMON STOCK                   PAID-IN      DEVELOPMENT
                                                              SHARES        AMOUNT    WARRANTS     CAPITAL      STAGE         TOTAL
                                                              ------        ------    --------     -------      -----         -----
<S>                                                          <C>         <C>         <C>         <C>          <C>          <C>
Balance, May 5, 1997 (inception)                                     0   $       0   $       0   $       0    $       0    $      0

Restricted Common Stock issued to related parties for
  consulting fees                                              300,000          30           0       3,970            0       4,000

Restricted Common Stock issued to related parties            1,125,000         112           0      14,888            0      15,000

Common Stock issued to third parties                           750,000          75           0       9,925            0      10,000

Deficit accumulated during the development stage for the
  period May 5, 1997 (inception) through December 31, 1997           0           0           0           0       (9,747)    (9,747)
                                                             ---------         ---           -      ------       ------      ------

Balance, December 31, 1997                                   2,175,000         217           0      28,783       (9,747)     19,253

Deficit accumulated during the development stage for the
  year ended December 31, 1998                                       0           0           0           0      (11,111)   (11,111)
                                                             ---------         ---           -      ------       ------      ------

Balance, December 31, 1998                                   2,175,000         217           0      28,783      (20,858)      8,142

Restricted Common Stock issued to related parties -
  private offering                                           9,000,000         900           0        (600)           0         300

Restricted Common stock issued to a related party for
  managerial services                                          150,000          15           0         485            0         500
                                                                                                                          ---------

Restricted Common stock issued for legal services              150,000   $      15   $       0   $     485    $       0    $     500

</TABLE>


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

                                       -5-

<PAGE>
                             I-INCUBATOR.COM, INC.
                         (A DEVELOPMENT STAGE COMPANY)

      STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT) (UNAUDITED)
                                   (C0NTINUE)
<TABLE>
<CAPTION>
                                                                                                          DEFICIT
                                                                                                          ACCUMULATED
                                                                                             ADDITIONAL   DURING THE
                                                              COMMON STOCK                   PAID-IN      DEVELOPMENT
                                                        SHARES        AMOUNT    WARRANTS     CAPITAL      STAGE         TOTAL
                                                        ------        ------    --------     -------      -----         -----
<S>                                                    <C>         <C>          <C>          <C>          <C>           <C>
Restricted common stock issued to related party           15,000   $        2   $        0   $      498   $        0    $      500

Common stock issued to third parties                   1,590,000          158            0       52,481            0        53,000

Restricted Common stock issued to related
  parties in connection with the acquisition of
  i-Auctiontech.com, Inc.                              2,000,000          200            0        1,800            0         2,000

Restricted Common Stock issued to Quentin Road
  Productions, Inc. (a related party) pursuant to a
  one for one stock exchange agreement dated
  December 1, 1999 for 1,500,000 common shares
  of Wealthhound, Inc. (a related party                1,500,000          150            0        1,350            0         1,500

Deficit accumulated during the development stage
 for the year ended December 31, 1999                          0            0            0            0     (492,334)     (492,334)
                                                      ----------        -----            -       ------     --------      --------
Balance, December 31, 1999                            16,580,000        1,657            0       85,643     (513,192)     (425,892)

Restricted Common stock issued for consulting
  managerial services                                    795,000           80            0      357,670            0       357,750

Restricted Common stock issued in
  connection with a settlement agreement with
  onlinefood.com, Inc.                                   300,000           30            0       19,470            0        19,500

Restricted Common stock issued in exchange
  for notes payable                                    6,281,628   $      628   $        0   $  407,678   $        0    $  408,306

</TABLE>


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

                                       -6-

                             I-INCUBATOR.COM, INC.
                         (A DEVELOPMENT STAGE COMPANY)

      STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT) (UNAUDITED)
                                   (C0NTINUE)
<TABLE>
<CAPTION>
                                                                                                          DEFICIT
                                                                                                          ACCUMULATED
                                                                                             ADDITIONAL   DURING THE
                                                              COMMON STOCK                   PAID-IN      DEVELOPMENT
                                                        SHARES        AMOUNT    WARRANTS     CAPITAL      STAGE         TOTAL
                                                        ------        ------    --------     -------      -----         -----
<S>                                             <C>          <C>           <C>           <C>            <C>            <C>
Restricted Common stock issued in exchange
  for office expense-related party                 369,231   $        37   $         0   $    23,963    $         0    $    24,000

Warrants issued in connection with notes                 0             0        83,972             0              0         83,972

Common stock issued for services                    20,000             2             0        12,998              0         13,000

Deficit accumulated during the development

  stage for the year ended December 31, 2000             0             0             0             0       (665,221)      (665,221)
                                                ----------   -----------   -----------   --------- ----------------    -----------

Balance, December 31, 2000                      24,345,859         2,434        83,972       907,422     (1,178,413)      (184,585)

Deficit accumulated during the development
  stage for the three months ended
  March 31, 2001                                         0             0             0             0       (150,925)      (150,925)
                                                ----------   -----------   -----------   --------- ----------------    -----------
                                                24,345,859   $     2,434   $    83,972   $ 907,422 $     (1,329,338)   $  (335,510)
                                                ==========   ===========   ===========   ========= ================    ===========
</TABLE>

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

                                       -7-

<PAGE>
                             I-INCUBATOR.COM, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                            STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                     (Unaudited)              (Unaudited)
                                                  Three months ended         For the period
                                                       March 31              From May 5, 1997
                                                 2001          2000       (Inception) to 3/31/01
                                                 ----          ----       ----------------------
OPERATING ACTIVITIES:
<S>                                          <C>            <C>            <C>
Deficit accumulated during the
  development stage                          $  (150,925)   $  (200,439)   $(1,329,338)
Adjustments to reconcile net loss to
  net cash used by operations:
Payments of notes through issuance of
  common stock                                         0              0        408,306
Warrants issued in connection with
  promissory notes                                     0              0         83,972
Common stock issued for services                       0              0         13,000
Common stock issued for settlement fees                0              0         19,500
Common stock issued for legal services                 0            500
Common stock issued for consulting                     0              0        377,250
Common stock issued for reimbursement
  of office expense                                    0              0         24,000
(Increase) decrease in prepaid expenses           (2,500)         5,000         (2,500)
(Increase) decrease in interest receivable             0            713              0
Increase (decrease) in accrued interest
  expense                                          1,626          4,603          2,697
Increase (decrease) in accounts payable           26,496         13,526         83,446
Increase (decrease) in payroll taxes
  payable                                          2,761          5,270         18,037
Increase (decrease) in accrued expenses              307         29,500         17,268
Increase (decrease) in organization cost               0          3,645              0
                                             -----------    -----------    -----------

Net cash used by operating activities           (122,235)      (138,182)      (283,862)

INVESTING ACTIVITIES:

Investments in subsidiaries                        2,600              0              0
Investments                                            0        (50,000)         3,500
Note receivable-related party                          0         37,500              0
Purchase of property, plant and equipment              0         (6,367)             0
                                             -----------    -----------    -----------
Net cash used for investing activities             2,600        (18,867)         3,500

FINANCING ACTIVITIES:

Proceeds from sale of common stock                     0              0         63,800
Proceeds from shareholders' loan                       0           (700)             0
Proceeds from notes payable                       32,900         30,000         50,500
Cancellation of indebtedness income                    0              0              0
Increase in Inter-company receivable -
  I-Auction Tech.com, Inc.                             0              0              0
Due from affiliates                              (15,000)          (150)           (70)
Due to affiliates                                103,289         (3,766)        48,213
Note payable for domain name                           0        120,000        120,000
Increase in lease payable                              0          6,193              0
                                             -----------    -----------    -----------
Net cash provided by financing activities        121,189        151,577        282,443

INCREASE (DECREASE) IN CASH                        1,554         (5,472)         2,081
                                             -----------    -----------    -----------
CASH, BEGINNING OF PERIOD                            527         16,384              0
                                             -----------    -----------    -----------
CASH, END OF PERIOD                          $     2,081    $    10,912    $     2,081
                                             ===========    ===========    ===========
</TABLE>

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

                                       -8-

<PAGE>

                             I-INCUBATOR.COM, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                            STATEMENT OF CASH FLOWS

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

For the cumulative period May 5, 1997 (inception) to March 31, 2001 the Company
paid $22,561.

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

The Company entered into the following non-cash transactions:

During the period May 5, 1997 (inception) through December 31, 1998 the Company
issued 300,000 shares of common stock in consideration for management services
provided by the then acting President of the Company, James Lee. This
transaction was valued at $4,000 (see note 12).

During the year ended December 31, 1999, the Company issued 1,500,000 shares of
common stock in connection with a stock for stock exchange agreement with
Quentin Road Productions, Inc. (a related party) for common shares of
WealthHound.com, Inc. dated December 8, 1999. The exchange was valued at $1,500
(see note 12).

During the year ended December 31, 1999, the Company issued 2,000,000 shares of
common stock in connection with a common stock share and exchange agreement
dated December 1, 1999 with i-AuctionTech.com, Inc. The exchange was valued at
$2,000 (see note 12).

During the year ended December 31, 1999, the Company issued 150,000 shares of
common stock in consideration for legal services. This transaction was valued at
$500 (see note 12).

During the year ended December 31, 1999, the Company issued 150,000 shares of
common stock in consideration of managerial services to a related party. This
transaction was valued at $500 (see note 12).

During the quarter ended June 30, 2000, the Company issued 795,000 shares of
restricted common stock in consideration for consulting and management services.
These shares were valued at $0.45 per share. Total value of shares issued were
$357,750 (see note 12).

In August 9, 2000 the Company issued 300,000 restricted shares of common stock
in consideration for settlement fees in connection with OnlineFood.com, Inc.
This transaction was valued at $19,500 (see note 12).

On August 29, 2000 the Company issued 6,281,628 restricted shares of the
Company's common stock in satisfaction for various notes payable and accrued
interest due. Total shares were valued at $408,306 (see note 12).

On August 29, 2000 the Company issued 369,231 restricted shares of common stock
to Atlas Equity Group, Inc., a related party, for reimbursement of office
expense. This transaction was valued at $24,000 (see note 12).

On October 17, 2000 the Company issued 15,000 restricted and 5,000 free trading
shares of the Company's common stock for services totaling $13,000.

                                       -9-

<PAGE>

                             I-INCUBATOR.COM, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS

1.   ORGANIZATION

i-Incubator.com, Inc. ("the Company"), formerly Master Communications Corp., was
incorporated on May 5, 1997 under the laws of the State of Florida. The
Company's primary objective is to position itself as an internet incubator.
Similar to other incubators, it will provide venture capital, technical
expertise and marketing assistance to development stage companies. The Company's
ticker symbol changed on December 7, 1999 to "INQU" to better reflect its name
change and direction.

On December 17, 1998 the Company formed i-Teleco.com, Inc. ("Teleco"), formerly
Mastertel Communications Corp., under the laws of the state of Florida. Teleco
has the authority to issue 50,000,000 shares of common stock and intends to
position itself to take advantage of opportunities available in the
telecommunications industry. Teleco is a development stage company that has had
limited activity.

On November 22, 1999 the Company formed i-RealtyAuction.com, Inc.
("RealtyAuction"). In connection therewith, it received 700,000 common shares,
representing a 70% ownership interest. The shares were issued in consideration
for services rendered relating to RealtyAuction's formation. Global Realty
Management Group, Inc. ("Global") (a related company) was issued 300,000 common
shares of RealtyAuction, representing a 30% interest. The shares were issued in
exchange for $30,000 and 500,000 common shares of Global. RealtyAuction has the
authority to issue 100,000,000 shares of common stock at .001 par value.
RealtyAuction is a development stage company that has had limited activity.

On December 1, 1999 the Company entered into a stock exchange agreement with
i-AuctionTech.com, Inc. ("AuctionTech") (see note 12). The agreement provides
for the acquisition of 100% of the outstanding shares of AuctionTech. In
connection therewith, the Company issued 2,000,000 restricted common shares to
AuctionTech's stockholders.

AuctionTech was incorporated on November 3, 1999 under the laws of the state of
Delaware and has the authority to issue 50,000,000 shares of common stock.
AuctionTech intends to develop internet auction technology. On October 12, 2000
the stockholders agreed to dissolve the Company and filed a certificate of
dissolution with the state of Delaware on October 27, 2000.

On December 23, 1999 the company formed i-Aerobids.com, Inc. ("Aerobids") under
the laws of the state of Delaware. Aerobids has the authority to issue
50,000,000 shares of common stock and intends to develop an auction website
devoted entirely to aviation related parts and accessories. Aerobids is a
development stage company that has had limited activity.

On December 23, 1999 the Company formed i-CarAuction.com, Inc. ("CarAuction")
under the laws of the state of Delaware. CarAuction has the authority to issue
50,000,000

                                      -10-

<PAGE>


                             I-INCUBATOR.COM, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS

shares of common stock and intends to develop an auction website devoted
entirely to automobiles and related accessories. CarAuction is a development
stage company that has had limited activity.

On December 23, 1999 the company formed i-AntiqueAuction.com, Inc.
("AntiqueAuction") under the laws of the state of Delaware. AntiqueAuction has
the authority to issue 50,000,000 shares of common stock and intends to develop
an auction website devoted entirely to antiques and related accessories.
AntiqueAuction is a development stage company that has had limited activity.

On January 19, 2001, the Company issued an agreement and plan of distribution
("spin-off") with its subsidiaries and investment in WealthHound.com, Inc. Upon
spin-off, the shareholders of Incubator received the following amounts of shares
for each share of Incubators' common stock

 .7810 shares of I-Teleco.com, Inc. for each share of I-Incubator.com, Inc.

 .4110 shares of I-Aerobid.com, Inc. for each share of I-Incubator.com, Inc.

 .1439 shares of I-Realtyauction.com, Inc. for each share of I-Incubator.com,
Inc.

 .4110 shares of I-Antiqueauction.com, Inc. for each share of I-Incubator.com,
Inc.

 .4110 shares of I-Carauction.com, Inc. for each share of I-Incubator.com, Inc.

1.5 shares of WealthHound.com, Inc. for each share of I-Incubator.com, Inc.

As a result of the spin-off and shares distribution Atlas Equity Group, Inc., a
related party, in which Michael D. Farkas is a beneficial owner, received 21% of
the companies' outstanding common stock owned by incubator, The Farkas Group,
Inc. in which Michael D. Farkas is a beneficial owner, received 13.5% of the
companies' outstanding common stock owned by incubator and GSM Communication,
Inc. in which Michael D. Farkas is a beneficial owner, received 11.3% of the
companies' outstanding common stock owned by incubator.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     USE  OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities as of the date of the financial statements and
reporting period. Accordingly, actual results could differ from those estimates.

                                      -11-

<PAGE>

                             I-INCUBATOR.COM, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS

CASH AND CASH EQUIVALENTS

For purposes of reporting cash flows, the Company considers all highly liquid
investments purchased with an original maturity of three months or less to be
cash equivalents.

CARRYING VALUES

The Company reviews the carrying values of its long-lived and identifiable
intangible assets for possible impairment. Whenever events or changes in
circumstances indicate that the carrying amount of assets may not be
recoverable, the Company will reduce the carrying value of the assets and charge
operations in the period the impairment occurs.

PROPERTY AND EQUIPMENT/DEPRECIATION

Property and equipment are recorded at cost. Minor additions and renewals are
expensed in the year incurred. Major additions and renewals are capitalized and
depreciated over their estimated useful lives. Depreciation is calculated using
the straight-line method. Total depreciation for the three months ended March
31, 2001, and the year ended December 31, 2000 was $0 and $2,029, respectively.

INCOME TAXES

The Company utilizes Statement of Financial Standards SFAS No. 109, "Accounting
for Income Taxes", which requires the recognition of deferred tax assets and
liabilities for the expected future tax consequences of events that have been
included in financial statements or tax returns. Under this method, deferred
income taxes are recognized for the tax consequences in future years of
differences between the tax basis of assets and liabilities and their financial
reporting amounts at each period end based on enacted tax laws and statutory tax
rates applicable to the periods in which the differences are expected to affect
taxable income. Valuation allowances are established when necessary to reduce
deferred tax assets to the amount expected to be realized. The accompanying
financial statements have no provisions for deferred tax assets or liabilities
because the deferred tax allowance offsets the deferred tax asset in its
entirety.

STOCK COMPENSATION

The Company has adopted SFAS No. 123 "Accounting for Stock-Based Compensation."
SFAS No. 123 encourages the use of the fair market method to account for
transactions involving stock base compensation that are entered into fiscal
years beginning after December 15, 1995. Under the fair value method, the
issuance of equity instruments to non-employees in exchange for goods or
services, should be accounted for based on the fair value of the goods or
services received or the fair value of the income instruments issued, whichever
is more reliably measured.

                                      -12-

<PAGE>

                             I-INCUBATOR.COM, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS

NET LOSS PER SHARE

The Company has adopted SFAS No. 128 "Earnings Per Share." Basic loss per share
is computed by dividing the loss available to common stockholders by the
weighted-average number of common shares outstanding. Diluted loss per share is
computed in a manner similar to the basic loss per share, except that the
weighted-average number of shares outstanding is increased to include all common
shares, including those with the potential to be issued by virtue of warrants,
options, convertible debt and other such convertible instruments. Diluted
earnings per share contemplates a complete conversion to common shares of all
convertible instruments, only if they are dilutive in nature with regards to
earnings per share. Since the Company has incurred net losses for all periods,
basic loss per share and diluted loss per share are the same.

FAIR VALUE OF FINANCIAL INSTRUMENTS

SFAS No. 107 "Disclosures about Fair Value of Financial Instruments" requires
the disclosure of the fair value of financial instruments. The Company's
management, using available market information and other valuation methods, has
determined the estimated fair value amounts. However, considerable judgment is
required to interpret market data in developing estimates of fair value.
Accordingly, the estimates presented herein are not necessarily indicative of
the amounts the Company could realize in a current market exchange.

3.   RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 1997, the Financial Accounting Standards Board ("FASB") issued SFAS No.
130, "Reporting Comprehensive Income." This statement requires companies to
classify items of other comprehensive income by their nature in a financial
statement and display the accumulated balance of other comprehensive income
separately from retained earnings and additional paid-in capital in the equity
section of a statement of financial position. SFAS No. 130 is effective for
financial statements issued for fiscal years beginning after December 15, 1997.
Management believes that SFAS No. 130 has no material effect on the Company's
financial statements.

In June 1997, FASB issued SFAS No. 131, "Disclosure About Segments of an
Enterprise and Related Information." This statement establishes additional
standards for segment reporting in financial statements and is effective for
financial statements issued for fiscal years beginning after December 15, 1997.
Management believes that SFAS No. 131 does not have a material effect on the
Company's financial statements.

In April, 1998 the American Institute of Certified Public Accountants issued
Statement of Position No. 98-5, "Reporting for Costs of Start-Up Activities,"
("SOP 98-5"). The Company is required to expense all start-up costs related to
new operations as incurred. In addition, all start-up costs that were
capitalized in the past must be written off when SOP 98-5 is adopted. The
Company's adoption did not have a material impact on the Company's financial
position or results of operations.

                                      -13-

<PAGE>

                             I-INCUBATOR.COM, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS

SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," is
effective for financial statements issued for fiscal years beginning after June
15, 1999. SFAS No. 133 establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. Management does not believe that
SFAS No. 133 will have a material effect on its financial position or results of
operations.

SFAS No. 134, "Accounting for Mortgage-Backed Securities Retained after the
Securitization of Mortgage Loans Held for Sale by Mortgage Banking Enterprises",
is effective for financial statements issued in the first fiscal quarter
beginning after December 15, 1998. This statement is not applicable to the
Company.

SFAS No. 135, "Rescission of FASB Statement No. 75 and Technical Corrections",
is effective for financial statements issued for fiscal years beginning February
1999. This statement is not applicable to the Company.

4.   DEVELOPMENT STAGE OPERATIONS AND GOING CONCERN MATTERS

The Company's initial activities have been devoted to developing a business
plan, negotiating contracts and raising capital for future operations and
administrative functions.

The ability of the Company to achieve its business objectives is contingent upon
its success in raising additional capital until such time as adequate revenues
are realized from operations.

The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. As shown in the financial
statements, development stage losses from May 5, 1997 (inception) to March 31,
2001 amounted to $1,329,338. The Company's cash flow requirements during this
period have been met by contributions of capital and debt financing. No
assurance can be given that these sources of financing will continue to be
available. If the Company is unable to generate profits, or unable to obtain
additional funds for its working capital needs, it may have to cease operations.

The financial statements do not include any adjustments relating to the
recoverability and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern. The Company's continuation
as a going concern is dependent upon its ability to generate sufficient cash
flow to meet its obligations on a timely basis, to retain additional paid-in
capital, and to ultimately attain profitability.

                                      -14-

<PAGE>

                             I-INCUBATOR.COM, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS

5.   OTHER ASSETS

On December 8, 1999 the Company entered into an agreement with Quentin Road
Productions, Inc. ("Quentin"), a related company, for the exchange of 1,500,000
restricted common shares of WealthHound that were owned by Quentin for 1,500,000
restricted common shares of the Company's common shares. The shares acquired in
the exchange represent an approximate 3% interest in WealthHound (see note 12).
The company is carried the investment on the cost method. Management estimated
the value of this transaction by using available market information and applying
discounts that account for the restricted nature of the shares, lack of
marketability and its low trading volume. However, considerable judgment is
required to interpret market data in developing fair value. Accordingly, the
estimates presented herein are not necessarily indicative of amounts the Company
could realize in a current market exchange.

On January 19, 2001, the Company issued an agreement and plan of distribution
("spin-off') with its investment in WealthHound.com, Inc. Shareholder of the
Company received 1.5 shares of WealthHound.com, Inc. for each share of
Incubator.

6.  DEFERRED INCOME TAXES

As of March 31, 2001 and December 31, 2000, the Company has a carry-forward loss
for income tax purposes of $1,329,338 and $1,178,413 that may be offset against
future taxable income. As of December 31, 2000, the Company incurred $338,581 of
expenses for the purchases of various domain names from related parties.
Pursuant to Internal Revenue Code 267(a)(2) these expenses may not be deducted
by the Company until the related parties recognize the income and accordingly,
have not been included in the carry-forward loss. The carry-forward loss expires
at various years through 2019. Due to the uncertainty regarding the success of
future operations, management has not recognized any future income tax benefits
that may arise from the utilization of the loss carry-forward.
<TABLE>
<CAPTION>
                                           March 31, 2001       December 31, 2000
                                           --------------       -----------------
<S>                                        <C>                     <C>
Deferred tax assets arising
  from net operating losses                $    525,089            $    465,473
Less:  Valuation allowance                     (525,089)               (465,473)
                                               --------                --------
Net Deferred Tax Assets                    $          0            $          0
                                               --------                --------
</TABLE>

                                      -15-

<PAGE>

                             I-INCUBATOR.COM, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS

7.  ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accrued expenses as of March 31, 2001 and December 31, 2000 are as follows:
<TABLE>
<CAPTION>
                                              March 31, 2000       December 31, 2000
                                              --------------       -----------------
<S>                                            <C>                   <C>
Accounts payable                               $    101,483          $     72,226
Accrued expense                                      17,268                16,961
Accrued interest                                      2,697                 1,071
                                               ------------          ------------

Total accounts payable and accrued expenses    $    121,448          $     90,257
                                               ============          ============
</TABLE>

8.   NOTES PAYABLE

On December 7, 1999 the Company issued a non-interest bearing note to Rebecca
Brock, a related party, in connection with the acquisition of a domain name,
value at $120,000. These notes have been discounted based on an imputed interest
rate of 10% and is currently in default.

On December 28, 1999 the Company issued non-interest bearing note to Michael D.
Farkas, a related party, in connection with the acquisition of domain names.
$10,000 due monthly for 24 months. The note has been discounted based on an
imputed interest rate of 10%. This note was cancelled pursuant to an agreement
dated September 1, 2000 (see note 13)

As of March 31, 2001 and December 31, 2000, notes payable consist of
twenty-three and thirteen individual notes, respectively. These notes are
short-term borrowings with maturities of less than one year with interest rate
of 12% per annum.

As of March 31, 2001 and December 31, 2000, notes payable to related party
totaled $50,500 and $32,600 (with an interest rate of 12% per annum),
respectively.

9.   DUE FROM/TO AFFILIACTES

The Company and its affiliates have from time to time, made advances and/or made
payments on behalf its subsidiaries. These advances are non-interest bearing and
are due on demand. As of March 31, 2001 and December 31, 2000 due from
affiliates totaled $70 and $103,359, respectively. As of March 31, 2001 and
December 31, 2000 due to affiliate totaled $33,213 and $48,213, respectively. On
January 19, 2001, the Company issued an agreement and plan of distribution
(spin-off) with I-Teleco.com, Inc. ("Teleco"), a wholly subsidiary of Incubator.
As a result of this agreement the Company cancelled debt owed from Teleco of
$102,365.

                                      -16-

                             I-INCUBATOR.COM, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS

10.  CAPITAL LEASE NOTE

The Company is a lessee under a capital lease agreement for computer equipment
from Dell Corp., expiring on January 16, 2003. The lease agreement calls for 36
equal monthly payments of $274.58, with a final fixed purchase price of $1 at
the end of the lease. This asset is being depreciated over its estimated useful
life of 3 years. Depreciation of $2029 was included in depreciation expense for
the year ended December 31, 2000. As of November 6, 2000 the lease was assumed
by a related party.

11.  PAYROLL TAXES

As of March 31, 2001 and December 31, 2000 the Company has incurred payroll tax
liabilities of totaling $18,037 and $15,276, respectively. The Company is
currently delinquent with both its federal and state payroll tax obligations.

12.  COMMITMENTS AND CONTINGENCIES

On November 24, 1999 the Company agreed to engage Kulat Communications, Inc.,
("Kulat") on a month-to-month basis. Kulat provides public relations
consultation and various marketing programs. Through March 31, 2001 the Company
has incurred fees of approximately $13,000 in connection with this arrangement.
On October 17, 2000 the Company issued 15,000 restricted and 5,000 free trading
shares of the Company's common stock in satisfaction of the $13,000 liability.
Concurrently, the Company terminated its agreement with Kulat.

On January 1, 2001 the Company entered into an agreement with Atlas Equity
Group, Inc. for $2,500 per month for office rent and administrative charges to
the Company.

13.  STOCKHOLDERS' EQUITY

On November 11, 1999 the Board of Directors approved a 3:1 forward stock split.
The statement of changes in stockholders' equity and the following notes have
been adjusted to give affect to the split. In addition, due to change in the
marital status of certain stockholders, prior transactions deemed to have been
unrelated have become related party transactions. The statement of changes in
stockholders' equity has been adjusted to affect these changes.

The Company issued 300,000 common shares to James F. Lee, former President, and
the Company's sole officer and director, in consideration for management
services valued at $4,000. These individuals are deemed to be founders and
affiliates of the Company. Concurrently, the Company entered into a private
offering of securities pursuant to regulation D, Rule 504, promulgated under the
Securities Act of 1933. Common Shares were offered to non-accredited investors
for cash consideration of 1.334 cents per share.

                                      -17-

<PAGE>

                             I-INCUBATOR.COM, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS

1,125,000 shares were issued to related parties and 750,000 shares issued to
unrelated parties.

On March 20, 1998 Mr. Lee sold his ownership interest in the Company to Farkas
Group in a private transaction subject to Section 4(2) of the Securities Act of
1933. Farkas Group is a privately held company owned by Farkas.

In January 1999, the Company issued 3,000,000 post-split common shares each to
Farkas Group, Atlas and GSM, all of which are owned by Farkas and are deemed to
be related parties. These common shares were issued for a cash consideration of
$300.

In January 1999, the Company issued 150,000 post-split shares of common stock to
Jamee Kalimi (f/k/a Freeman), President, in consideration for managerial
services rendered valued at $500.

In January 1999, the Company engaged legal counsel for services relating to SEC
filings and related documentation. In connection therewith, the Company issued
150,000 post-split shares of common stock valued at $500, as additional payment
for the services performed.

In March 1999, the Company entered into a private offering of securities
pursuant to regulation D, Rule 504, promulgated under the Securities Act of
1933. Common shares were offered to non-accredited investors for cash
consideration of 33.3 cents per share. 15,000 shares were issued to Brock and
1,590,000 shares were issued to third parties.

On December 1, 1999 the Company entered into a stock exchange agreement with
AuctionTech (see note 1). The agreement provided for the acquisition of all of
the outstanding shares of AuctionTech. In connection therewith, the Company
issued 2,000,000 restricted common shares to AuctionTech's stockholders.
Management estimated the value of this transaction to be $2,000.

On December 8, 1999 the Company entered into a stock exchange agreement with
Quentin to transfer 1,500,000 of restricted common shares of WealthHound owned
by Quentin for 1,500,000 restricted shares of the Company's common stock (see
note 4). The common shares exchanged represent approximately 3% interest in
WealthHound. Management valued the estimated the fair market value of this
transaction to be $1,500.

On July 17, 2000 the Company agreed to issue 795,000 restricted shares of the
company's common stock in exchange for various consulting and management
services. The shares were valued at $0.45 per share. Management estimated the
value of this transaction by using available market information and applying
discounts that account for the restricted nature of the shares, lack of
marketability and its low trading volume. However, considerable judgment is
required to interpret market data in developing fair value (see note 1 - Use of
Estimates).

                                      -18-

<PAGE>

                             I-INCUBATOR.COM, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS

On August 9, 2000 the Company agreed to issue 300,000 restricted shares of the
Company's common stock in exchange for a mutual release and termination of a
stock purchase agreement with OnlineFood.com, Inc. valued at $19,500. In
connection therewith, the Company also agreed to forgive $50,000 of advances
made to OnlineFood.com, Inc.

On August 29, 2000 the Company converted various promissory notes and accrued
interest owed to Titan Corporation Limited totaling $72,386 into 1,113,627
restricted shares of the Company's common stock valued at $0.065 per share.
These shares are restricted in accordance with Rule 144 of the Securities Act of
1933.

On August 29, 2000 the Company converted various promissory notes and accrued
interest owed to Atlas, totaling $69,478 into 1,068,888 restricted shares of the
Company's common stock valued at $0.065 per share. These shares are restricted
in accordance with Rule 144 of the Securities Act of 1933.

On August 29, 2000 the Company converted a promissory note and accrued interest
owed to Sharei Chesed totaling $32,297 into 496,875 restricted shares of the
Company's common stock valued at $0.065 per share. These shares are restricted
in accordance with Rule 144 of the Securities Act of 1933.

On August 29, 2000 the Company converted a promissory note and accrued interest
owed to Chasdai Yitzchok totaling $32,155 into 494,693 restricted shares of the
Company's common stock valued at $0.065 per share. These shares are restricted
in accordance with Rule 144 of the Securities Act of 1933.

On August 29, 2000 the Company converted a promissory note and accrued interest
owed to Scott Cohen totaling $52,312 into 804,805 restricted shares of the
Company's common stock valued at $0.065 per share. These shares are restricted
in accordance with Rule 144 of the Securities Act of 1933.

On August 29, 2000 the Company converted various promissory notes and accrued
interest owed to Romano Limited totaling $149,678 into 2,302,740 restricted
shares of the Company's common stock valued at $0.065 per share. These shares
are restricted in accordance with Rule 144 of the Securities Act of 1933.

On August 29, 2000 the Company cancelled the agreement with Atlas for office
expense reimbursements of $6,000 per month and total amount accrued of $24,000
as of August 2000, was converted into 369,231 restricted shares of the Company's
common stock valued at $0.065 per share.

On October 17, 2000 the Company converted debt owed to Kulat Communications
("Kulat"), Inc. totaling $13,000 into 15,000 restricted and 5,000 free trading
shares of the Company's common stock in satisfaction of the $13,000 liability.
Concurrently, the Company terminated its agreement with Kulat.

                                      -19-

<PAGE>

                             I-INCUBATOR.COM, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS

14.  OFFICERS AND BOARD OF DIRECTORS

EMPLOYMENT AGREEMENT

The Company agreed in principle to an employment agreement for its President.
The term of the agreement is one year, automatically renewable for a period of
one year for each consecutive year thereafter, unless prior notice is given by
either the Company or Ms. Kalimi 90 days prior to the expiration of the contract
term. Initial compensation will be at an annual rate of approximately $40,000.

15.  WARRANTS

During the year ended December 31, 2000 the Company issued 290,930 warrants in
connection with promissory notes issued. The warrants exercise price and date of
expiration are as follows:
<TABLE>
<CAPTION>
                                                    WARRANT TO    PRICE PER
DATE                DESCRIPTION                     SUBSCRIBE     SHARE            EXPIRES
----                -----------                     ---------     -----            -------
<S>                 <C>                             <C>           <C>             <C>
02/02/00            Titan Corporation Ltd.           8,000        $2.50/Share     02/02/02
03/24/00            Romano Limited                  120,00        $2.00/Share     03/24/02
04/05/00            Romano Limited                  80,000        $2.00/Share     04/05/02
04/05/00            Titan Corporation Ltd.          15,380        $1.25/Share     04/05/02
04/15/00            Titan Corporation Ltd.          35,550        $0.5625/Share   04/15/02
05/01/00            Atlas Equity Group, Inc.        32,000        $0.50/Share     05/01/02
                                                   -------
                    Total warrants issued          290,930
</TABLE>

The notes payables were issued with detachable warrants. The warrants were
calculated using the Black Scholes Method using an 80% volatility, risk free
interest rate of 6%, a dividend yield of 0%, and a weighted average expected
life of two years.

No warrants have been exercised as of March 31, 2001. The warrants have not been
included in the computation of earnings per share. SFAS No. 128 "Earnings Per
Share" contemplates a complete conversion to common shares of all convertible
instruments, only if they are dilutive in nature with regards to earnings per
share. Since the Company has incurred net losses for all periods, warrants have
not been included in the weighted average computation of common shares
outstanding (see note 1 - Net Loss Per Share).

                                      -20-

                             I-INCUBATOR.COM, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS

16.  RELATED PARTY TRANSACTIONS

In January 1999, the Company agreed to reimburse Atlas $1,000 per month (on a
month- to-month basis) for operating and administrative expenses. On November
30, 1999 the Company agreed to increase the reimbursements to $6,000 per month,
commencing December 1999. On August 29, 2000 this agreement was cancelled and
the total amount accrued of $24,000 was converted into 369,231 restricted shares
of the Company's common stock. On January 1, 2001 the Company reached a new
agreement with Atlas totaling $2,500 per month for office rent and
administrative services.

The Company paid Farkas Group $5,000 for assisting in creating a private
placement-offering document. Farkas Group owns 3,300,000 shares of the Company
and is deemed to be a related party.

The Company engaged Berger and Associates for various consulting services.
Berger & Associates is owned by a family member of Farkas and is deemed to be a
related party.

On December 28, 1999 the Company entered into an agreement with Farkas. In
connection therewith, the Company agreed to pay $250,000 to Farkas, $10,000 upon
the execution of the agreement and $10,000 per month for a period of 24 months
commencing January 1, 2000. No payments have been made as of the date of this
financial statement. The note was discounted pursuant to APB 21 "Interest on
Receivables and Payables" which requires the imputation of interest on
non-interest bearing obligations. The imputed interest rate used for this
purpose was 10%.

Furthermore, on September 1, 2000 the Company entered into an agreement with
Farkas which terminated agreement dated December 28, 1999 relating to the
purchase of various domain names. The agreement is deemed null and void and both
the Company and Farkas waved their respective rights to any further obligation.
The subsidiaries of the Company agreed that they shall retained ownership
interest in the domain names and the related liabilities totaling $250,000.

On December 7, 1999 the Company entered into an agreement with Brock. In
connection therewith, the Company agreed to pay $120,000 to Brock, $20,000 upon
the execution of the agreement and $10,000 per month for a period of 10 months
commencing January 1, 2000. No payments have been made as of the date of this
financial statement. The note was discounted on the same basis as the Farkas
note. This note is currently in default.

On December 6, 1999 AuctionTech paid $5,000 to Scott Mager (a stockholder and
related party) for consulting services.

On January 6, 2000 the Company paid Scott Mager, a related party, $50,000 for
consulting services rendered to AuctionTech (see note 1).

                                      -21-

                             I-INCUBATOR.COM, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS

Between December 1999 and March 2001, the Company issued to Atlas Equity Group,
Inc. ("Atlas") twenty-eight promissory notes aggregating $117,500. The
promissory notes bear interest of 12% per annum and were due and payable on
dates ranging from June 2000 to June 2001. As of March 31, 2001, notes of
$49,000 remained payable. Atlas is a majority shareholder of the company. In
addition, in May 2000 the Company issued to Atlas a warrant to purchase 32,000
shares of its common stock. The warrants were valued at $5,725 and were recorded
as a discount on notes payable.

Between November 1999 and December 2000, the Company issued to The Farkas Group
two promissory notes aggregating $3,300. The promissory notes bear interest of
12% per annum and were due and payable on dates ranging from December 2000 to
June 2001. As of March 31, 2001, notes of $3,300 are outstanding. The Farkas
Group is owned by Michael Farkas who is a director of the company.

On December 11, 2000, the Company issued to I-Realtyauction.com, Inc. a
promissory note for $15,000. The promissory note bears interest of 12% per annum
and is due and payable on June 10, 2001. The majority of the shares are
indirectly owned by Michael Farkas.

17.  SUBSEQUENT EVENTS

On April 18, 2001, the Company issued a promissory note to Atlas Equity Group,
Inc., a related party in which Michael D. Farkas is a beneficial owner, for
$5,000 at a rate of 12% per annum. The promissory note principal and interest
are due and payable on July 17, 2001.

On April 30, 2001 the Company entered into a non-binding letter of intent with
Cell Power, Inc. ("Cell Power"). Under the terms of the letter of intent the
Company will acquire all the issued and outstanding shares of capital stock of
Cell Power, in exchange for 9,500,000 shares, post reverse split of 1-32.1, of
its common stock. Upon closing of the transaction, the shareholders of Cell
Power will own 9,500,000 restricted shares of Cell Power common stock and the
shareholders of the Company will own 759,250 shares of Cell Power common stock.
Atlas Capital Services, Inc., an entity a majority of which si woned indirectly
by Michael Farkas, will own 80,000 shares of Cell Power common stock. In
connection with the transaction, Cell Power shall pay $500,000 to be used to
retire certain debt of the Company and to pay a fee yet to be determined to
Atlas Capital Services, Inc. In the event Cell Power cancels the transaction
after the reverse split has been executed or fails to complete the transaction
within 60 days of the execution of the reverse split, Cell Power shall pay the
Company a cancellation fee of $150,000.

The non-binding letter of intent is subject to negotiation asnd execution of a
definitive acquisition agreement.  If the terms and conditions of the non-
binding letter of intent is not finalized and executed prior to the expiration
of thirty (30) days from April 30, 2001, the letter of intent shall expire and
terminate.  Accordingly, there can be no assurance that this transaction will
take place on the terms set forth above, or at all.
                                      -22-

Item 2. Management's Discussion and Analysis

The following plan of operation provides information which management believes
is relevant to an assessment and understanding of our results of operations and
financial condition. The discussion should be read along with our financial
statements and notes thereto. I-Incubator.com, Inc., Inc. is a development -
stage company. Because the Company has not generated any revenue, it intends to
report its plan of operation below.

The following discussion and analysis contains forward-looking statements, which
involve risks and uncertainties. The Company's actual results may differ
significantly from the results, expectations and plans discussed in these
forward-looking statements.

The Company's operations have been devoted primarily to developing a business
plan and raising capital for future operations and administrative functions. The
Company intends to grow through internal development, strategic alliances, and
acquisitions of existing businesses. Because of uncertainties surrounding its
development, the Company anticipates incurring development stage losses in the
foreseeable future. The ability of the Company to achieve its business
objectives is contingent upon its success in raising additional capital until
adequate revenues are realized from operations.

PERIOD FROM MAY 5, 1997 (INCEPTION) THROUGH MARCH 31, 2001

Our cumulative net losses since the inception are attributable to the fact that
we have not derived any revenue from operations to offset out business
development expenses.

Operating expenses since inception have amounted to $1,329,338, primarily
consisting of professional fees ($190,897), consulting fee ($384,910), salary
($132,942), office general ($75,867) and the expense in retaining their domain
names ($338,581).

The expenses incurred are in connection with the formation of the company, the
beginning stages of developing operations, and fee relating to the company's
annual and quarterly filing.

QUARTER ENDED MARCH 31, 2001 AND MARCH 31, 2000

Development stage expenses during the quarter ended March 31, 2001 were $150,925
as compared to $200,439 for the quarter ended March 31, 2000.

Expenses for the quarter ended March 31, 2001 were primarily professional fees
($18,159), office General expense ($7,500), salary ($9,208) along with the
cancellation of debt from our subsidiary as a result of the spin-off ($102,365).

Expenses for the quarter ended March 31, 2000 were primarily professional fees
($34,371), office general expense ($20,889), salary ($37,230), and interest
($13,580).

YEAR ENDED DECEMBER 31, 2000 AND DECEMBER 31, 1999 s. s.

Development stage expenses during the year ended December 31, 2000 were $665,221
as compared to $492,334 for the period ended December 31, 1999.

<PAGE>

Item 2. Management's Discussion and Analysis (cont'd)
-----------------------------------------------------

Expenses for the year ended December 31, 2000 were primarily professional fees
($109,198) in connection with quarterly regulatory filings, consulting fees in
connection with services rendered to the Company ($361,750), office general
($48,959), and salary ($79,394).

The company also incurred losses due to a bad loan ($55,620), investment in
I-auctiontech.com ($52,000) and a settlement fee for termination of a stock
purchase agreement with Onlinefood.Com, Inc.($19,500). Also, the Company's debt
to Michael D. Farkas relating to the purchase of the subsidiaries of Incubators'
domain names and was canceled due to the assumption of its subsidiaries for
their own domain names ($235,132).

Expenses for the year ended December 31, 1999 were primarily professional fees
($55,370), the purchase of their subsidiaries and own domain names ($338,581),
and salary ($43,019). These expenses are in connection with costs incurred with
the formation and annual regulatory filings of the Company.

<PAGE>

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

Despite capital contributions and both related party and third party loan
commitments, the company from time to time experienced, and continues to
experience, cash flow shortages that have slowed the Company's growth.

The Company has primarily financed its activities from sales of capital stock of
the Company and from loans from related and third parties. A significant portion
of the funds raised from the sale of capital stock has been used to cover
working capital needs such as office expenses and various consulting fees.

For the three months ended March 31, 2001, we incurred a net loss of $150,925.
Our accumulated deficit since inception is $1,329,338. Such accumulated losses
have resulted primarily from professional fees, consulting fees, salary,
interest and cancellation of debt as a result of the spin-off.

The Company continues to experience cash flow shortages, and anticipates this
continuing through the foreseeable future. Management believes that additional
funding will be necessary in order for it to continue as a going concern. The
Company is investigating several forms of private debt and/or equity financing,
although there can be no assurances that the Company will be successful in
procuring such financing or that it will be available on terms acceptable to the
Company.

<PAGE>

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.  None

Item 2. Changes in Securities.

None

Item 3. Defaults Upon Senior Securities.  Not Applicable

Item 4. Submission of Matters to a Vote of Security
        Holders.

On January 19, 2001, a majority of the shareholders of the registrant executed a
resolution authorizing the spin-off and distribution of its shares of its
Subsidiaries to its shareholders with a record date of February 13, 2001 and a
payable date of February 23, 2001 pursuant to the Plans of Spin Off dated
January 19, 2001:

1. i-RealtyAuction.com, Inc.-5,000,000 shares at the rate of .1439 i-Realty
shares for each i-Incubator share owned; 2. i-Teleco.com, Inc.-19,000,000 shares
at the rate of .7810 i-Teleco shares for each i-Incubator share owned; 3.
i-AntiqueAuction.com, Inc.-10,000,000 shares at the rate of .4111 i-Antique
shares for each i-Incubator share owned; 4. i-Aerobids.com, Inc.-10,000,000
shares at the rate of .4111 i-Aerobids shares for each i-Incubator share owned;
and

5.i-CarAuction.com, Inc.-10,000,000 shares at the rate of
 .4111 i-Car shares for each i-Incubator share owned;

On January 19, 2001, a majority of the shareholders of the registrant executed a
resolution authorizing the distribution of its 1,500,000 Wealthhound.com, Inc.
shares to its shareholders of record with a record date of February 13, 2001 and
a payable date of February 23, 2001 at the rate of .062 Wealthhound shares for
each i-Incubator share owned.

No shareholders meeting was held and an information statement was distributed in
connection with resolutions.

Item 5. Other Information. None

Item 6. Exhibits and Reports of Form 8-K. None

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed in its
behalf by the undersigned, thereunto duly authorized, on May 15, 2001.

                             I-Incubator.com, Inc.
                             (Registrant)

Date: May 15, 2001           /s/ Jamee Kalimi
                             --------------------------
                                 Jamee Kalimi
                                 Chairman, Chief
                                 Executive Officer,
                                 President, Secretary
                                 and Treasurer