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 September 30, 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 November 19, 2001 the Company
had 24,345,859 shares of Common Stock outstanding, $0.0001 par value.

<PAGE>

                          Index to Financial Statements
                            i-Incubator.com, Inc.
<TABLE>
<S>                                           <C>

Balance sheets                                            2

Statements of operations                                  3-4

Statements of stockholders' equity (deficit)              5-7

Statements of cash flows                                  8-9

Notes to financial statement                             10-22

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

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Item 2. Changes in Securities.

Item 3. Defaults Upon Senior Securities.

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

Item 5. Other Information

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

Signatures

</TABLE>

<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 , 2001 are not necessarily indicative of results that may be
expected for the year ending December 31, 2001. The financial statements are
presented on the accrual basis.

<PAGE>

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

FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2001 AND DECEMBER 31, 2000 AND FOR THE NINE MONTH PERIODS
ENDED SEPTEMBER 30, 2001 AND 2000 AND FOR THE PERIOD MAY 5, 1997 (DATE OF
INCEPTION) THROUGH SEPTEMBER 30, 2001
AGE ENTITY)


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

FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2001 AND DECEMBER 31, 2000 AND FOR THE
NINE MONTH PERIODS ENDED SEPTEMBER 30, 2001 AND 2000 AND FOR THE PERIOD MAY 5,
1997 (DATE OF INCEPTION) THROUGH SEPTEMBER 30, 2001

Balance sheets                                                                         2

Statements of operations                                                               3-4

Statements of stockholders' equity (defi cit)                                          5-7

Statements of cash flows                                                               8-9

Notes to financial statement                                                           10-21
</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, change in stockholders' equity and cash flow for the year ended
December 31, 2000. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on this
financial statement based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. 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 statement referred to above present fairly, in all
material respects, the financial position of I-Incubator.com, Inc. as of
December 31, 2000, and the result of its operations and its cash flow for the
year ended December 31, 2000 are in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statement has been prepared assuming the Company will
continue as a going concern. As discussed in Note 4 to the financial statement,
the Company is a 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 statement does not include any adjustments that might result from
this uncertainty.

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

                                      F-1

<PAGE>

I-Incubator.com, Inc.
Balance Sheet

ASSETS
<TABLE>
<CAPTION>
                                                                                 (UNAUDITED)
                                                                               SEPTEMBER 30, 2001      DECEMBER 31, 2000
                                                                               ------------------      -----------------
CURRENT ASSETS:
<S>                                                                                <C>                       <C>
      Cash                                                                               $ 37                     $ 527
                                                                            ------------------        ------------------

      Total current assets                                                                 37                       527

INVESTMENT IN UNCONSOLIDATED AFFILIATED COMPANIES                                           0                     2,600

DUE FROM AFFILIATES                                                                        70                   103,359
                                                                            ------------------        ------------------

TOTAL ASSETS                                                                            $ 107                 $ 106,486
                                                                            ==================        ==================

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

      Accounts payable and accrued expenses                                         $ 180,321                  $ 90,258
      Notes payable - related parties                                                  76,000                    32,600
      Due to affiliate                                                                 33,212                    48,213
      Non-interest bearing related party note payable, net
      of unamortized discount                                                         120,000                   120,000
                                                                            ------------------        ------------------

      Total current liabilities                                                       409,533                   291,071

STOCKHOLDERS' EQUITY:

      Common Stock, par value $.0001 per share; 50,000,000
        shares authorized; 24,345,859 shares issued and
        outstanding at September 30, 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                             (1,403,254)               (1,178,413)
                                                                            ------------------        ------------------

        Total stockholders' equity                                                   (409,426)                 (184,585)
                                                                            ------------------        ------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                              $ 107                 $ 106,486
                                                                            ==================        ==================
</TABLE>

                 The accompanying notes are an integral part of
                           these financial statements

                                      F-2

<PAGE>

I-Incubator.com, Inc.
Statement of Operation
<TABLE>
<CAPTION>
                                                                                                               (UNAUDITED)
                                                  (UNAUDITED)                      (UNAUDITED)               FOR THE PERIOD
                                               NINE MONTHS ENDED                THREE MONTHS ENDED              MAY 5, 1997
                                                 SEPTEMBER 30,                     SEPTEMBER 30,         (DATE OF INCEPTION) TO
                                                --------------                    --------------
                                            2001             2000            2001              2000        SEPTEMBER 30, 2001
                                            ----             ----            ----              ----        ------------------
<S>                                 <C>                    <C>             <C>             <C>               <C>
DEVELOPMENT STAGE REVENUES          $            0         $      0        $        0      $        0        $        0
                                   --------------------------------------------------------------------------------------------

DEVELOPMENT STAGE EXPENSES:
      Bank charges                             152              291               45               47               676
      Business promotion                     2,050            4,966                0                0            25,130
      Corporate fees                           864            8,482               95            2,625             6,190
      Consulting fees                            0          356,390                0          (12,000)          384,910
      Depreciation                               0              658                0                0             2,029
      Domain name                                0                0                0                0           338,581
      Dues and subscriptions                     0            1,275                0                0               297
      Office general                        21,500           48,519            7,500            6,319            89,867
      On-line services                         315                0              105                0               665
      Printing                               1,729            3,040                0              948             4,395
      Postage and Delivery                     240            1,370                0              302             2,953
      Professional fees                     61,844           84,762           27,443           26,597           234,582
      Payroll taxes                          1,370            6,673                0              705            12,763
      Salary                                15,346           67,110                0            9,221           139,080
      Seminars and conferences                   0                0                0                0             4,320
      Shareholder related service            3,561            6,238              449            1,068            13,018
      Telephone                                363              545                0              125             2,661
      Travel                                   563              873              283                0             1,715
      Transfer agent fee                     4,392            4,546            1,307            1,111            14,804
                                        ----------       ----------       ----------       ----------        ----------

TOTAL DEVELOPMENT STAGE EXPENSES        $  114,289       $  595,738       $   37,227       $   37,068        $1,278,636
                                        ----------       ----------       ----------       ----------        ----------
</TABLE>

                                      F-3

<PAGE>

<TABLE>
<CAPTION>
                                                                                                                  (UNAUDITED)
                                                 (UNAUDITED)                          (UNAUDITED)               FOR THE PERIOD
                                              NINE MONTHS ENDED                   THREE MONTHS ENDED              MAY 5, 1997
                                                SEPTEMBER 30,                         SEPTEMBER 30,         (DATE OF INCEPTION) TO
                                               --------------                        --------------
                                           2001               2000              2001                2000       SEPTEMBER 30, 2001
                                           ----               ----              ----                ----       ------------------
<S>                                    <C>                <C>                <C>                <C>                <C>
TOTAL DEVELOPMENT STAGE EXPENSES       $   114,289        $   595,738        $    37,227        $    37,068        $ 1,278,636
                                       -----------        -----------        -----------        -----------        -----------

LOSS FROM OPERATIONS                   $  (114,289)       $ (595,738)89)     $   (37,227)       $ (37,068)227)     $(1,278,636)

OTHER INCOME (EXPENSES):
Bad debt                                         0            (55,620)                 0            (55,620)           (55,620)
Cancellation of debt                             0            235,132                  0            235,132            235,132
Interest income                                  0                378                  0               (378)             1,091
Gain on disposition of equipment                 0                  0                  0                  0              1,065
Loss on investment in subsidiary            (2,600)           (52,000)                 0             (2,000)           (54,600)
Other income                                     0                  0                  0                378                177
Settlement fees                                  0            (19,500)                 0            (19,500)           (19,500)
Interest expense                            (5,587)           (36,572)            (1,805)            (9,365)          (129,998)
Cancellation of loan receivable           (102,365)                 0                  0                  0           (102,365)
                                       -----------        -----------        -----------        -----------        -----------

TOTAL OTHER INCOME (EXPENSES)             (110,552)            71,818             (1,805)           148,647           (124,618)
                                       -----------        -----------        -----------        -----------        -----------

NET INCOME (LOSS)                      $  (224,841)       $  (523,920)       $   (39,032)       $   111,579        $(1,403,254)
                                       ===========        ===========        ===========        ===========        ===========

LOSS PER COMMON SHARE

Basic & Diluted                        $     (0.01)       $     (0.03)       $     (0.00)       $     0.01
                                       ============       ============       ============       ==============

WEITHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING               24,345,859         19,325,347         24,345,859           19,325,347
                                       ============       ============       ============       ==============
</TABLE>

                                      F-4

<PAGE>

I-Incubator.com, Inc.
Stockholders' Equity
<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 (date of 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>

                                      F-5

<PAGE>

<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      52,842           0       53,000

Restricted Common stock issued to related
 parties in connection with the acquisition of
 i-Auction.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>

                                      F-6

<PAGE>

<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 nine months ended September 30, 2001            0            0            0            0     (224,841)     (224,841)
                                                      -----------  -----------  -----------  -----------  -----------   -----------

Balance, September 30, 2001                            24,345,859  $     2,434  $    83,972  $   907,422  $(1,403,254)  $  (409,426)
                                                      ===========  ===========  ===========  ===========  ===========   ===========
</TABLE>

                                      F-7

<PAGE>

I-Incubator.com, Inc.
Cash Flow
<TABLE>
<CAPTION>
                                                                                                                   (UNAUDITED)
                                                                           (UNAUDITED)                           FOR THE PERIOD
                                                                        FOR NINE MONTHS ENDED                     MAY 5, 1997
                                                                            SEPTEMBER 30,                   (DATE OF INCEPTION) TO
                                                                           -------------
                                                                   2001                       2000             SEPTEMBER 30, 2001
                                                        -------------------        -------------------        --------------------
OPERATING ACTIVITIES:
<S>                                                             <C>                        <C>                      <C>
Deficit accumulated during the development stage                $ (224,841)                $ (523,920)              $ (1,403,254)

Adjustments to reconcile net loss to net cash used by operations:

Depreciation & amortization                                              0                        658                          0
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                          0                        500
Common stock issued for consulting                                       0                          0                    377,750
Common stock issued for reimbursement
  of office expense                                                      0                          0                     24,000
Changes in assets and liabilities:
 Increase (decrease) in cash overdraft                                   0                          0                          0
 (Increase) decrease in prepaid expenses                                 0                      6,000                          0
 (Increase) decrease in interest receivable                              0                          0                          0
 Increase (decrease) in accounts payable &
  accrued expenses                                                  90,063                   (296,767)                   180,321
                                                        -------------------        -------------------        -------------------
          Net cash used by operating activities                   (134,778)                  (814,029)                  (295,905)
                                                        -------------------        -------------------        -------------------

CASH FLOW FROM INVESTING ACTIVITIES:
Investments in subsidiaries                                          2,600                     (2,600)                         0
Investments                                                              0                  2,250,000                      3,500
Purchase of property, plant and equipment                                0                     (6,587)                         0
                                                        -------------------        -------------------        -------------------
          Net cash used for investing activities                     2,600                  2,240,813                      3,500
                                                        -------------------        -------------------        -------------------
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock                                       0                 (1,430,212)                    63,300
Proceeds from shareholders' loan                                         0                       (700)                    48,213
Proceeds from notes payable                                              0                          0                     32,600
Due from affiliates                                                103,289                    (36,628)                       (70)
Due to affiliates                                                  (15,001)                         0                    (15,001)
Note payable for domain name                                             0                    119,507                    120,000
Note receibable - related party                                     43,400                    (99,700)                    43,400
Increase in lease payable                                                0                      5,448                          0
                                                        -------------------        -------------------        -------------------
          Net cash provided by financing activities                131,688                 (1,442,285)                   292,442
                                                        -------------------        -------------------        -------------------
INCREASE (DECREASE) IN CASH                                         $ (490)                 $ (15,501)                      $ 37
                                                        -------------------        -------------------        -------------------
CASH, BEGINNING OF PERIOD                                            $ 527                   $ 15,572          $               0
                                                        ===================        ===================        ===================
CASH, END OF PERIOD                                                   $ 37                       $ 71                       $ 37
                                                        ===================        ===================        ===================
</TABLE>
                                      F-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 (date of inception) to September 30, 2001
the Company paid $22,561 in interest.

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

The Company entered into the following non-cash transactions:

During the period May 5, 1997 (date of 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-Auction.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 September 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 was $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 intended to 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. Since its spin off of its assets in Jamuary 2001, the
Company has been primarily dedicated to acquiring businesses either through
acquisition or merger.

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 shares of common stock and

                                      -10-

<PAGE>

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

NOTES TO FINANCIAL STATEMENTS

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 nine months ended September
30, 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

Stock-based compensation is recognized using the intrinsic value method
prescribed in Accounting Principles Board ("APB") Opinion No. 25, Accounting for
Stock Issued to Employees, and related interpretations. Accordingly,
compensation expense for stock options is measured as the excess, if any, of the
fair value of the Company's stock at the date of the grant over the amount an
employee must pay to acquire the stock and is amortized over the vesting period.
The Company has adopted the disclosure provisions of SFAS No. 123, Accounting
for Stock-Based Compensation, which requires the Company to disclose the pro
forma effects on earnings and earnings per share as if SFAS No. 123 had been
adopted.

                                      -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 2000, the Financial Accounting Standards Board issued SFAS No. 138,
"Accounting for Derivative Instruments and Hedging Activities - An Amendment of
FASB Statement No. 133." SFAS 138 amends the accounting and reporting standards
for certain derivatives and hedging activities such as net settlement contracts,
foreign currency transactions and inter company derivatives. The company does
not currently hold derivative instruments or engage in hedging activities. The
requirements of SFAS 138 do not have a material effect on our consolidated
financial statements and related disclosures.

                                      -13-

<PAGE>

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

NOTES TO FINANCIAL STATEMENTS

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 (date of inception) to
September 30, 2001 amounted to $1,403,254. 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.

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 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.

                                      -14-

<PAGE>

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

NOTES TO FINANCIAL STATEMENTS

6. DEFERRED INCOME TAXES

As of September 30, 2001 and December 31, 2000, the Company has a carry-forward
loss for income tax purposes of $1,403,254 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>
                                          September 30, 2001       December 31, 2000
                                          ------------------       -----------------
<S>                                        <C>                      <C>
Deferred tax assets arising
  from net operating losses                $554,285                 $    465,473
Less:  Valuation allowance                 (554,285)                    (465,473)
                                           --------                 ------------
Net deferred tax assets                    $      0                 $          0
                                           =============            ============
</TABLE>

7. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accrued expenses as of September 30, 2001 and December 31, 2000 are as follows:
<TABLE>
<CAPTION>
                                                         September 30, 2001    December 31, 2000
                                                         ------------------    -----------------
<S>                                                         <C>                   <C>
Accounts payable                                            $     169,195         $     72,226
Accrued expense                                                      4,467              16,961
Accrued interest                                                   6,659                 1,071
                                                            ------------          ------------

Total accounts payable and accrued expenses                 $     180,321         $     90,258
                                                                                  ============
</TABLE>

                                      -15-

<PAGE>

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

NOTES TO FINANCIAL STATEMENTS

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 a 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 September 30, 2001 and December 31, 2000, notes payable consist of twenty
nine and thirteen individual notes aggregating a total of $76,000 and $32,600,
respectively. These notes are short-term borrowings with maturities of less than
one year with interest rate of 12% per annum.

9. DUE FROM/TO AFFILIATES

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 September 30, 2001 and December 31, 2000 due from
affiliates totaled $70 and $103,359, respectively. As of September 30, 2001 and
December 31, 2000 due to affiliate totaled $33,212 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.

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 $275 with a final fixed purchase price of $1 at the
end of the lease. This asset was being depreciated over its estimated useful
life of 3 years. Depreciation of $2,029 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 September 30, 2001 and December 31, 2000 the Company has incurred payroll
tax liabilities of totaling $19,200 and $15,276, respectively. The Company is
currently delinquent with both its federal and state payroll tax obligations.

                                      -16-

<PAGE>

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

NOTES TO FINANCIAL STATEMENTS

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 September 30, 2001 the
Company has incurred fees of approximately $18,919 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 effect to the split. In addition, due to the 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. This individual is 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. 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 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.

                                      -17-

<PAGE>

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

NOTES TO FINANCIAL STATEMENTS

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 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).

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.

                                      -18-

<PAGE>

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

NOTES TO FINANCIAL STATEMENTS

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.

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 Mrs. Kalimi 90 days prior to the expiration of the
contract term. Initial compensation will be at an annual rate of approximately
$40,000. As of May 18, 2001, payments to Mrs. Kalimi have ceased.

                                      -19-

<PAGE>

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

NOTES TO FINANCIAL STATEMENTS

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>               <C>
      02/02/00      Titan Corporation Ltd.                     8,000              $2.50/Share      02/02/02
      03/24/00      Romano Limited                           120,000              $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 September 30, 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 2 - Net Loss Per Share).

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.

                                      -20-

<PAGE>

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

NOTES TO FINANCIAL STATEMENTS

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 retain 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).

Between December 1999 and August 2001, the Company issued to Atlas Equity Group,
Inc. ("Atlas") thirty promissory notes aggregating $114,500. The promissory
notes bear interest of 12% per annum and were due and payable on dates ranging
from June 2000 to May 2002. As of September 30, 2001, notes of $66,600 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 September 30, 2001, notes of $1,500 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.

                                      -21-

<PAGE>

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. 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 primary objective was to position itself as an internet incubator.
Similar to other incubators, it intended to provide venture capital, technical
expertise and marketing assistance to development stage companies. Since its
spin-off of its assets in January 2001, the Company has been primarily dedicated
to acquiring businesses either through acquisition or merger.

PERIOD FROM MAY 5, 1997 (DATE OF INCEPTION) THROUGH SEPTEMBER 30, 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 $1,403,254. These expenses
were primarily salary ($139,080) and office expenses ($89,867) consisting of
administrative services, professional fees ($234,499) that were related to Form
10 annual and quarterly filings, consulting fee ($384,910), and the expense in
retaining their domain names ($338,581).

NINE MONTHS ENDED SEPTEMBER 30, 2001 AND SEPTEMBER 30, 2000

Development stage expenses during the nine months ended September 30, 2001 were
$224,841 as compared to $523,920 for the nine months ended September 30, 2000.

Expenses for the nine months ended September 30, 2001 were primarily salary
($15,346) and office general expense ($21,500) consisting of administrative
services and rent, professional fees ($61,844) for quarterly regulatory filings,
along with the cancellation of debt from our subsidiary as a result of the spin-
off ($102,365).

Expenses for the nine months ended September 30, 2000 were primarily salary
($67,110) and office general expense ($48,519) consisting of administrative
services and rent, consulting fees ($356,390), professional fees ($48,802) for
quarterly regulatory filings, interest expenses ($36,572) on promissory notes
and loss on investment in the subsidiaries ($52,000).

THREE MONTHS ENDED SEPTEMBER 30, 2001 AND SEPTEMBER 30, 2000

Development stage expenses during the three months period ended September 30,
2001 was $39,032 as compared to development stage income of $111,579 for the
three month period ended September 30, 2000.

<PAGE>

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

Expenses for the three month period ended September 30, 2001 were primarily
office expense ($7,500) consisting of administrative services, along with
professional fees ($27,443) in connection with the Form 10 quarterly regulatory
filing.

Income for the three month period ended September 30, 2000 resulting from a gain
on cancellation of debt ($235,132). The Company was released from it's debt to
Michael Farkas for the purchase of its subsidiaries website domain names. The
Company in turn released all rights of the domain names to its subsidiaries.

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 nine months ended September 30, 2001, we incurred a net loss of
$224,841. Our accumulated deficit since inception is $1,403,254. 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. None

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 November 19, 2001.

                             I-Incubator.com, Inc.
                             (Registrant)

Date: November 19, 2001           /s/ Jamee Kalimi
                             --------------------------
                                 Jamee Kalimi
                                 Chairman, Chief
                                 Executive Officer,
                                 President, Secretary
                                 and Treasurer