UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549




                                   FORM 10-QSB


                 [X] Quarterly report pursuant to Section 13 or 15(d) of the
         Securities Exchange Act of 1934. For the quarterly period ended
                               September 30, 2002


     [ ] Transition report pursuant to section 13 or 15(d) of the Securities
       Exchange Act of 1934. For the transition period from ____ to ____ .



                              I-INCUBATOR.COM, INC.
             (Exact name of registrant as specified in its charter)

                FLORIDA                                 59-3442557
         (State or Other Jurisdiction of        (Employer Identification
        Incorporation or Organization)                   Number)




                             101 First Street, #493
                               Los Altos, CA 94022
              (Address of Principal Executive Offices and Zip Code)


                                 (650) 938-8960
                         (Registrants telephone number)

Former name, former address and former fiscal year, if changed since last
report:

                         4966 El Camino Real, Suite #100
                               Los Altos, CA 94022

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, par
  value $.0001 per share

Indicate by mark (X) whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days YES |X| NO |_|

Number of shares outstanding of each of the registrant's classes of common stock
as of November 14, 2002: Common Stock: 11,650,301



<PAGE>


                              I-INCUBATOR.COM, INC.
                                AND SUBSIDIARIES
                                Table of Contents
<TABLE>
<CAPTION>
                                                                                                 Page


PART I
<S>                                                                                              <C>
Item 1.  Financial Statements

   Condensed Consolidated Balance Sheet as of September 30, 2002                                   3

   Condensed Consolidated Statements of Operations for the Three
      and Nine Months Ended September 30, 2002 and 2001                                            4

   Condensed Consolidate Statement of Stockholders' Equity for the Nine
      Months Ended September 30, 2002                                                              5

   Condensed Consolidated Statements of Cash Flows for the Nine
      Months Ended September 30, 2002                                                              6

   Notes to Condensed Consolidated Financial Statements                                            7

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                                                       12

Item 3.  Legal Proceedings                                                                        17

PART II

Item 5.  Other information                                                                        17
Item 6.  Exhibits and Reports on Form 8-K                                                         17

Signatures                                                                                        19
</TABLE>







<PAGE>


                     I-Incubator.com, Inc. and Subsidiaries
                      Condensed Consolidated Balance Sheet
                               September 30, 2002
                                   (Unaudited)
<TABLE>
<CAPTION>

Assets
<S>                                                                           <C>
      Cash                                                                    $                  50,286
      Accounts receivable                                                                       115,940
      Other current assets                                                                       13,558
                                                                                                 ------
                            Total current assets                                                179,784

      Fixed assets, net of accumulated depreciation                                             638,751
      Goodwill                                                                                2,212,607
      Other assets                                                                                5,089
                                                                                                  -----
                                                                              $               2,856,447
                                                                                              =========

Liabilities and Stockholders' Equity
      Accounts payable and accrued expenses                                   $                 872,566
      Bridge loan payable                                                                       160,642
      Convertible debenture                                                                     282,500
                                                                                                -------
                            Total current liabilities                                         1,315,708

      Notes payable to stockholders                                                             325,000

Stockholders' Equity
      Common Stock, $.0001 par value;
      100,000,000 shares authorized;
      11,650,301 shares issued and outstanding                                                9,912,146
      Retained earnings                                                                     (8,696,407)
                            Total stockholders' equity                                        1,215,739
                                                                                              ---------
                                                                              $               2,856,447
                                                                                              =========
</TABLE>

      See accompanying notes to Condensed Consolidated Financial Statements



<PAGE>


                     I-Incubator.com, Inc. and Subsidiaries
                 Condensed Consolidated Statements of Operations
         For the three and nine months ended September 30, 2002 and 2001
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                Three Months Ended                         Nine Months Ended
                                        -----------------------------------        -----------------------------------
                                         September 30,       September 30,          September 30,       September 30,
                                             2002                2001                   2002                2001
                                        ---------------     ---------------        ---------------     ---------------

Revenue:
<S>                                <C>                <C>                    <C>                 <C>
      License                      $         178,467  $          141,614     $          188,261  $          177,985
      Hosting services                        32,078             121,018                 68,702             263,847
                                              ------             -------                 ------             -------
         Total revenue                       210,545             262,632                256,963             441,832

Expenses:
      Acquisition related
      expenses                                     0                   0                271,442                   0
      Compensation and benefits              343,533             930,986                845,968           1,942,773
      Consulting                              26,250              12,760                 94,792              86,966
      Legal fees                              22,400              18,865                 34,826              61,142
      Advertising                                200                 480                    200               5,760
      Conferences / Trade Shows                    0               2,228                      0               8,728
      Accounting fees                         18,102              18,391                 23,597              21,421
      Professional services                        0             102,521                 66,939             200,387
      Server hosting                               0              84,289                 11,913             160,309
      Rent                                    71,345             103,330                223,407             226,346
      Office expenses                         27,309              37,071                 41,839              58,736
      Insurance                               12,241               5,550                 12,241              12,820
      Travel and entertaiment                 57,875              16,122                 63,821              28,623
      Utilities                                4,076              23,651                 11,022              43,865
      Depreciation                            26,895              27,508                 38,268              67,374
      Reserve for contingencies                    0                   0                100,000                   0
                                                   -                   -                -------                   -
         Total expenses                      610,226           1,383,752              1,840,275           2,925,250

         Net loss from operations  $       (399,681)  $      (1,121,120)     $      (1,583,312)  $      (2,483,418)

         Net loss per share                  ($0.04)             ($0.81)                ($0.26)             ($1.98)
                                             =======             =======                =======             =======

         Shares used in per share
         calculation                     11,341,412           1,381,693              6,118,840           1,256,503
                                         ===========          ==========             ==========          =========

</TABLE>

      See accompanying notes to Condensed Consolidated Financial Statements

<PAGE>



                     I-Incubator.com, Inc. and Subsidiaries
            Condensed Consolidated Statement of Stockholders' Equity
                  For the nine months ended September 30, 2002
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                  Preferred Stock              Common Stock
                                             --------------------------- --------------------------     Retained       Total
                                                 Shares        Amount        Shares       Amount        Earnings
                                             ------------- ------------- ------------- ------------ ------------- -------------


<S>                                            <C>          <C>             <C>         <C>           <C>           <C>
Balance, December 31, 2001 .................   23,876,019   $ 4,886,383     5,380,759   $   502,309   ($6,880,747)  ($1,492,055)

Issuance of Common Stock in connection
with the reverse acquisition of
i-Incubator.com, Inc. ......................         --            --         967,855          --        (232,348)  ($  232,348)

Issuance of Common Stock in connection
with the Rights Offering at $0.50 per
share ......................................         --            --       1,500,000       750,000          --     $   750,000

Issuance of Common Stock for the Asset
Purchase of Planet-Intra.com
International Ltd. (BVI) ...................         --            --       4,776,304     2,388,152          --     $ 2,388,152

Conversion of Inclusion Shareholders
and Employees ..............................  (23,876,019)   (4,886,383)   (5,380,759)     (502,309)         --     ($5,388,692)

Issuance of Common Stock to Inclusion, Inc.
Investors, Employees and Advisors and
Settlement of certain Inclusion, Inc. claims         --            --       3,906,142     6,048,994          --     $ 6,048,994

Issuance of Common Stock for the Asset
Purchase of Flypaper, Inc. .................         --            --         172,414       250,000          --     $   250,000

Issuance of Common Stock for the Asset
Purchase of Flypaper, Inc. .................         --            --         327,586       475,000          --     $   475,000

Loss from Operations .......................         --            --            --            --      (1,583,312)  ($1,583,312)


Balance, September 30, 2002 ................         --            --      11,650,301   $ 9,912,146   ($8,696,407)  $ 1,215,739
</TABLE>






<PAGE>



                     I-Incubator.com, Inc. and Subsidiaries
                 Condensed Consolidated Statements of Cash Flows
                  For the nine months ended September 30, 2002
                                   (Unaudited)
<TABLE>
<CAPTION>

      Operating activities
<S>                                                                                                             <C>
          Net loss                                                                                              ($1,583,312)
          Adjustments to reconcile net loss to cash used in operating activities:
                Depreciation                                                                                          38,268
                Accounts receivable                                                                                    (664)
                Other assets                                                                                         (3,000)
                Accounts payable and accrued expenses                                                               299,780
                                                                                                                    -------
                Net cash used in operating activities                                                            (1,248,928)
                                                                                                                 -----------

      Financing activities
          Issuance of common stock                                                                                 1,000,000
          Net proceeds from convertible debenture                                                                   282,500
                                                                                                                    -------
                Net cash provided by financing activities                                                         1,282,500
                                                                                                                  ---------
      Net cash increase for period                                                                                    33,572
      Cash at beginning of period                                                                                     16,714
      Cash at end of period                                                                                         $50,286
                                                                                                                    =======

      Supplemental disclosure of cash flow information
      Cash paid for interest                                                                                             $0
                                                                                                                         ==
      Cash paid for income taxes                                                                                         $0
                                                                                                                         ==

      Non-cash investing and financing activities
      Settlement of Accounts Payable via the Issuance of Common Stock                                              $450,740
                                                                                                                   ========
      Settlement of Accrued Compensation via the Issuance of Common Stock                                          $784,639
                                                                                                                   ========
      Conversion of Accounts Payable and Notes Payable due Shareholder                                             $125,000
                                                                                                                   ========
      Acquisition of Planet Intra
          Assets acquired                                                                                       ($2,602,475)
          Liabilities assumed                                                                                       $264,323
          Issuance of common stock                                                                                $2,338,152
      Acquisition of Flypaper
          Assets acquired                                                                                         ($561,421)
          Liabilities assumed                                                                                        $86,421
          Issuance of common stock                                                                                  $475,000

</TABLE>

      See accompanying notes to Condensed Consolidated Financial Statements


<PAGE>


                     I-Incubator.com, Inc. and Subsidiaries
        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)

ORGANIZATION

On May 16, 2002, i-Incubator.com, Inc. ("Incubator"), Inclusion, Inc.
("Inclusion"), and INQU Acquisition Corporation. ("INQU"), entered into an
Agreement and Plan of Merger, pursuant to which Inclusion merged with and into
INQU. As a result of the Merger, Inclusion became a wholly owned subsidiary of
Incubator. Incubator issued to the stockholders of Inclusion, one share of
Incubator's common stock for every fifty shares of Inclusion stock. As a result
of the merger and the issuance of stock to Inclusion investors, Inclusion
stockholders held a majority interest in the Company. Generally accepted
accounting principles require in certain circumstances that a company whose
stockholders retain the majority voting interest in the combined business be
treated as the acquirer for financial reporting purposes. The acquisition was
accounted for as a reverse acquisition whereby Inclusion was deemed to be the
"accounting acquirer" using the guidance in Staff Accounting Bulletin No. 97.
Additionally, the officers and directors of Incubator were replaced by
individuals associated with Inclusion. The historical financial statements prior
to the acquisition are that of Inclusion.

On June 10, 2002, Incubator acquired the assets of Planet-Intra.com
International Ltd. (BVI) ("Planet Intra"), a privately-held software company,
for approximately $2.34 million, consisting of the issuance of 4,776,304 shares
of Incubator common stock, valued at $0.50 per share. The acquisition was
accounted for using the purchase method, with a substantial majority of the
purchase price allocated to intangible assets and goodwill.

On August 5, 2002, Incubator acquired the assets and assumed certain liabilities
of Flypaper, Inc. ("Flypaper"), a privately-held software company, for
approximately $475,000, consisting of the issuance of 327,586 shares of
Incubator common stock, valued at $1.45 per share. Under the Asset Purchase
Agreement between Incubator and Flypaper, Incubator may be required to issue up
to 1,200,000 warrants to purchase Incubator's common stock at $.01 per share
upon Flypaper's achievement of certain milestones. The acquisition was accounted
for using the purchase method, with a substantial majority of the purchase piece
allocated to intangible assets and goodwill. In addition, Incubator raised
additional financing through the issuance of 172,414 shares of common stock at a
price of $1.45 per share totaling $250,000 to the former investors of Flypaper.
The proceeds were principally used for working capital purposes.

CONSOLIDATION

The accompanying consolidated financial statements include the accounts of
Incubator and its wholly-owned subsidiary, INQU Acquisition Corp. Intercompany
accounts and transactions were eliminated in consolidation.

USE OF ESTIMATES

The preparation of the financial statements in accordance 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 liabilities as of the date of the financial statements
and reporting period. Accordingly, actual results could differ materially from
those estimates.

REVENUE RECOGNITION

The Company follows the revenue recognition principles described in Statement of
Position (SOP) 97-2, Software Revenue Recognition, as amended by SOP 98-9. The
Company licenses products to end user customers and value added resellers (VAR).
Software license revenue from sales to end users is generally recognized upon
receipt of a signed contract or purchase order and delivery of the software,
provided the related fee is fixed and determinable and collectibility of the fee
is probable and vendor-specific objective evidence for all undelivered elements
has been established. In addition to software license revenue, the Company
offers product though a hosting service on a monthly subscription basis directly
to our customers. Hosting revenue from sales to end users is generally
recognized on a pay-as-you-go basis.





<PAGE>


                     I-Incubator.com, Inc. and Subsidiaries
        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)

EFFECT OF NEW ACCOUNTING PRONOUNCEMENTS

On January 1, 2002, the Company adopted the Statements of Financial Accounting
Standards No. 142, Goodwill and Other Intangible Assets ("FAS 142"). Under FAS
142, goodwill will no longer be amortized but will be subject to annual
impairment tests. Most other intangible assets will continue to be amortized
over their estimated useful lives. In connection with the transitional goodwill
impairment evaluation under FAS 142, the Company will perform an assessment of
goodwill impairment as of the date of adoption--February 1, 2002. The
transitional goodwill impairment evaluation will be conducted in accordance with
the procedures outlined in FAS 142 and any transitional impairment loss will be
recognized as the cumulative effect of a change in accounting principle in the
statement of operations. The Company expects to complete the transitional
impairment test by December 31, 2002. The Company does not expect to record an
impairment charge upon completion of the test, but there can be no assurance
that at the time the test is completed a significant impairment charge may not
be recorded.

ASSET ACQUISITION OF PLANET-INTRA

On June 10, 2002, the Company acquired the assets and assumed certain
liabilities of Planet Intra for 4,776,304 shares of common stock valued at
approximately $2.34 million according to the terms of the Asset Purchase
Agreement. The acquisition was accounted for using the purchase method, with a
substantial majority of the purchase price allocated to intangible assets and
goodwill. The purchase price of $2.34 million was allocated as follows:

Cash                                                           $40,724
Accounts receivable                                            118,683
Fixed assets                                                   468,716
Excess of purchase price over fair value of assets           1,974,352
                                                             ---------
                                                             2,602,475

Trade accounts payable                                          64,323
Notes payable                                                  200,000
                                                               -------
                                                               264,323

                 Net assets acquired                        $2,338,152


ASSET ACQUISITION OF FLYPAPER

On August 5, 2002, Incubator acquired the assets and assumed certain liabilities
of Flypaper, Inc. ("Flypaper"), a privately-held software company, for
approximately $475,000, consisting of the issuance of 327,586 shares of
Incubator common stock, valued at $1.45 per share. Under the Asset Purchase
Agreement between Incubator and Flypaper, Incubator may be required to issue up
to 1,200,000 warrants to purchase Incubator's common stock at $.01 per share
upon Flypaper's achievement of certain milestones. The acquisition was accounted
for using the purchase method, with a substantial majority of the purchase price
allocated to intangible assets and goodwill. The purchase price of $475,000 was
allocated as follows:

Cash                                                                  $9,723
Accounts receivable                                                  114,789
Fixed assets                                                         198,654
Excess of purchase price over fair value of assets                   238,255
                                                                     -------
                                                                     561,421

Trade accounts payable                                                86,421
                                                                      ------
                                                                      86,421

                   Net assets acquired                              $475,000


The excess of purchase price over the fair value of assets acquired is being
amortized over 5 years. The effects of the Flypaper asset acquisition are
reflected in the accompanying balance sheet as of September 30, 2002. The
Company anticipates conducting an independent valuation of such assets by
December 31, 2002. Changes in valuation of such assets may result in a material
change in the excess of purchase price over the fair value of assets. The
following unaudited pro forma summary combines the consolidated results of
operations of the Company, Planet Intra and Flypaper as if the acquisitions had
occurred at the beginning of the years presented. The pro forma results have
been prepared for comparative purposes only and do not purport to indicate the
results of operations that would have occurred had the acquisition been in
effect on the dates indicated, or which may occur in the future.
<TABLE>
<CAPTION>

                                  Three months ended                                  Nine months ended
                       September 30, 2002    September 30, 2001         September 30, 2002          September 30, 2001
                       ------------------    ------------------         ------------------          ------------------
                           (unaudited)           (unaudited)                (unaudited)                (unaudited)
<S>                    <C>                        <C>                        <C>                        <C>
Revenue                $   243,254                $   330,082                $   890,626                $ 1,063,852
Net loss               ($  486,861)               ($1,366,932)               ($2,440,755)               ($6,570,926)
</TABLE>



<PAGE>



ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

OVERVIEW

We were incorporated as Inclusion Inc. in California in April 1997, as a
software company based on the technology of the Internet. Since our inception,
we have developed web and network-based products, which permit customers to
develop and share relevant information to users within and across organizations.
Three investment rounds of financing were funded and lead by venture capital
investors between June 1998 and July 2001. In September 2000, Martin Nielson
assumed full time responsibilities as CEO, brought new investors to the company,
and re-focused the company on medium to large sized enterprises as its principle
customer market. In the period between September 2000 and July 2001, the company
actively repositioned its software to this market and gained a much deeper
experience of serving the needs of enterprise customers. This customer
experience provided a deeper understanding of the potential value of the
company's products and services. Combined with new research into the knowledge
technologies markets by leading market researchers and investment analysts,
management became convinced to launch a new plan for the company with the
objective of maximizing long-term shareholder value by implementing a new
business strategy.

In July 2001 the company took steps necessary to implement a new business
strategy. This new business strategy will seek to combine software, engineering,
and consulting products and services around the knowledge technology
marketplace. Growth will be by acquisition and organic growth and expansion will
take place internationally.

During this period, a number of significant steps were taken to prepare the
company for the launch of this new plan, culminating with the reverse merger
with I-Incubator. Among these steps taken were:

o    construction of the details of the new plan

o    repositioning the products and services

o    restructuring  of the  personnel,  including  identifying  new additions to
     management

o    reduction of costs,  writing off  unproductive  assets,  and  preparing the
     financial statements needed to launch with a cleaner plan

o    engagement of key professionals, including legal and investment banking
     teams

o    negotiating with sources of new investment o identifying and negotiating
     control of a suitable public company vehicle o identifying and negotiating
     with acquisition targets

This plan is now being implemented. The enclosed financial statements therefore
contain the required analysis, but are not indicative of how management intends
to run and expand the company. Over the course of the next few quarters, the
plan should become more evident as execution of portions of the expansion
processes commence.

We intend to become one of the industry's leading providers of software and
services for intelligent, interactive communications across enterprises and
marketplaces. Inclusion customers leverage their most important assets - human
and intellectual capital - by capturing and re-using knowledge that is created
while people work. Customized and highly secure, Inclusion's technology is
typically deployed as enterprise portals, supply chain collaboration,
intranets/extranets, project management, new product development, marketing
automation, and workgroup communication.

On May 16, 2002, i-Incubator.com, Inc. ("Incubator"), Inclusion, Inc.
("Inclusion"), and INQU Acquisition Corporation. ("INQU"), entered into an
Agreement and Plan of Merger, pursuant to which Inclusion merged with and into
INQU. As a result of the Merger, Inclusion became a wholly owned subsidiary of
Incubator. Incubator issued to the stockholders of Inclusion, one share of
Incubator's common stock for every fifty shares of Inclusion stock. As a result,
Inclusion stockholders held a majority interest in the Company. Generally
accepted accounting principles require in certain circumstances that a company
whose stockholders retain the majority voting interest in the combined business
to be treated as the acquirer for financial reporting purposes. The acquisition
was accounted for as a reverse acquisition whereby Inclusion was deemed to be
the "accounting acquirer" using the guidance in Staff Accounting Bulletin No.
97. Additionally, Incubator's officers and directors were replaced by certain
officers and directors associated with Inclusion.

On June 10, 2002, Incubator acquired the assets of Planet-Intra.com
International Ltd. (BVI) ("Planet-Intra"), a privately-held software company
located in Windsor, Ontario, Canada. As a result of this acquisition, Incubator
issued 4,776,304 shares of common stock, valued at $0.50 per share. The
acquisition was accounted for using the purchase method, with a substantial
majority of the purchase price allocated to intangible assets and goodwill. The
historical financial statements prior to the acquisition are that of Inclusion.
Prior to Inclusion's reverse acquisition of Incubator, Incubator was a
development stage company with no revenue. The Statement of Operations for the
three and nine months ended September 30, 2002 reflect the activity of the
period June 11, 2002 through September 30, 2002 of the operations of
Planet-Intra. Pro-forma results for the three and nine months ended September
30, 2002 and 2001 are included in the Notes to Condensed Consolidated Financial
Statements.

On August 5, 2002, Incubator acquired the assets of Flypaper, Inc. ("Flypaper"),
a privately-held software company located in San Carlos, California. As a result
of this acquisition, Incubator issued 327,586 shares of Incubator common stock,
valued at $1.45 per share. The acquisition was accounted for using the purchase
method, with a substantial majority of the purchase price allocated to
intangible assets and goodwill. The historical financial statements prior to the
acquisition are that of Inclusion. The Statement of Operations for the three and
nine months ended September 30, 2002 reflect the activity of the period August
6, 2002 through September 30, 2002 of the operations of Flypaper. Pro-forma
results for the three and nine months ended September 30, 2002 and 2001 are
included in the Notes to Condensed Consolidated Financial Statements.

RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the condensed
consolidated financial statements and related notes included elsewhere is this
report. Except for the historical financial information contained herein, the
matters discussed in this Quarterly Report on Form 10-QSB may be considered
"forward-looking" statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as
amended. Such statements include declarations regarding the intent, beliefs or
current expectations of Inclusion and our management. Such forward-looking
statements are not guarantees of future performance and involve a number of
risks and uncertainties. We undertake no obligation to publicly release the
results of any revision to these forward-looking statements, which may be made
to reflect events or circumstances after the dates hereof or to reflect the
occurrence of unanticipated events. Important factors which could cause actual
results to differ materially from those in the forward-looking statements,
include but are not limited to: the company's short operating history which
makes it difficult to predict its future results of operations; the dependence
of the company's revenue upon the company's suite of products; the company's
history of operating losses and expected future losses which could impede its
ability to address the risks and difficulties encountered by companies in new
and rapidly evolving markets; the company's future operating results could
fluctuate which may cause volatility or a decline in the price of the company's
stock.

THREE MONTHS ENDED SEPTEMBER 30, 2002 AS COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 2001

TOTAL REVENUE. We follow the revenue recognition principles described in
Statement of Position (SOP) 97-2, Software Revenue Recognition, as amended by
SOP 98-9.

Total revenue for the three months ended September 30, 2002 decreased 20% to
$210,545 from $262,632 for the three months ended September 30, 2001. The
overall decrease in revenue is primarily attributed to the Company's
discontinuation of selling the Inclusion product offerings in early 2002. This
decision is in conjunction with the Company's planned acquisition activities of
software and service providers in the Knowledge Management sector. For the three
months ended September 30, 2002, license revenue and hosting revenue accounted
for 85% and 15% of total revenue, respectively. For the three months ended
September 30, 2001, license revenue and hosting revenue accounted for 54% and
46%, respectively.

LICENSE REVENUE. We license our products to end user customers and value added
resellers (VAR). Software license revenue from sales to end users is generally
recognized upon receipt of a signed contract or purchase order and delivery of
the software, provided the related fee is fixed and determinable and
collectibility of the fee is probable and vendor-specific objective evidence for
all undelivered elements has been established. License revenue for the three
months ended September 30, 2002 increased 26% to $178,467 from $141,614 for the
three months ended September 30, 2001.

HOSTING SERVICES REVENUE. In addition to software license revenue, we offer our
product though a hosting service on a monthly subscription basis directly to our
customers. Hosting services revenue from sales to end-users is generally
recognized on a pay-as-you-go basis. Hosting services revenue for the three
months ended September 30, 2002 decreased 73% to $32,078 from $121,018 for the
three months ended September 30, 2001.

OPERATING EXPENSES

Total operating expenses for the three months ended September 30, 2002 decreased
56% to $610,226 from $1,383,752 for the three months ended September 30, 2001.
The decrease in total operating expenses is principally due to the decrease in
compensation and benefits which represented 56% and 67% of the total operating
expenses for the three months ended September 30, 2002 and 2001, respectively.
In late 2001, the Company significantly reduced its headcount for the purposes
of re-launching its product offerings via the acquisition software and services
providers in the Knowledge Management sector. As a result, compensation and
benefits for the three months ended September 30, 2002 decreased 63% to $343,533
from $930,986 for the three months ended September 30, 2001.

Consulting costs for the three months ended September 30, 2002 increased 106% to
$26,250 from $12,760 for the three months ended September 30, 2001. This
increase in consulting cost is principally due to the addition of a business
development consultant during 2002.

Legal fees for the three months ended September 30, 2002 increased 19% to
$22,400 from $18,865 for the three months ended September 30, 2001. The Company
anticipates that legal expenses will increase for the remainder of the calendar
year in conjunction with its recent reverse acquisition, additional acquisition
related activity and the related costs associated with being a public company.

Rent expense for the three months ended September 30, 2002 decreased 31% to
$71,345 from $103,330 for the three months ended September 30, 2001. This was
principally due to the Company's consolidation of office space as a result of
the acquisitions.

NINE MONTHS ENDED SEPTEMBER 30, 2002 AS COMPARED TO NINE MONTHS ENDED SEPTEMBER
30, 2001

The Statement of Operations for the nine months ended September 30, 2002 reflect
the activity of the period August 6, 2002 through September 30, 2002 of the
operations of Flypaper.

TOTAL REVENUE. Total revenue for the nine months ended September 30, 2002
decreased 42% to $256,963 from $441,832 for the nine months ended September 30,
2001. The overall decrease in revenue is primarily attributed to the Company's
discontinuation of selling the Inclusion product offerings in early 2002. This
decision is in conjunction with the Company's planned acquisition activities of
software and service providers in the Knowledge Management sector. For the nine
months ended September 30, 2002, license revenue and hosting revenue accounted
for 73% and 27% of total revenue, respectively. For the nine months ended
September 30, 2001, license revenue and hosting revenue accounted for 40% and
60%, respectively.

LICENSE REVENUE. License revenue for the nine months ended September 30, 2002
increased 6% to $188,261 from $177,985 for the nine months ended September 30,
2001.

HOSTING SERVICES REVENUE. Hosting services revenue for the nine months ended
September 30, 2002 decreased 74% to $68,702 from $263,847 for the nine months
ended September 30, 2001.

OPERATING EXPENSES

Total operating expenses for the nine months ended September 30, 2002 decreased
37% to $1,840,275 from $2,925,250 for the nine months ended September 30, 2001.
The decrease in total operating expenses is principally due to the decrease in
compensation and benefits which represented 46% and 66% of the total operating
expenses for the nine months ended September 30, 2002 and 2001, respectively. In
late 2001, the Company significantly reduced its headcount for the purposes of
re-launching its product offerings via the acquisition software and services
providers in the Knowledge Management sector. As a result, compensation and
benefits for the nine months ended September 30, 2002 decreased 56% to $845,968
from $1,942,773 for the nine months ended September 30, 2001.

Consulting costs for the nine months ended September 30, 2002 increased 9% to
$94,792 from $86,966 for the three months ended September 30, 2001. This
increase in consulting cost is principally due to the addition of a business
development consultant during 2002.

Legal fees for the nine months ended September 30, 2002 decreased 43% to $34,826
from $61,142 for the nine months ended September 30, 2001. The Company
anticipates that legal expenses will increase for the remainder of the calendar
year in conjunction with its recent reverse acquisition, additional acquisition
related activity and the related costs associated with being a public company.

Professional services for the nine months ended September 30, 2002 decreased 67%
to $66,939 from $200,387 for the nine months ended September 30, 2001. This was
principally due to the Company's overall cost reduction plan.

LIQUIDITY AND CAPITAL RESOURCES

Since our inception, we have financed our operations primarily through private
equity investors totaling approximately $5.3 million. During the first half of
calendar year 2002, we raised additional financing through the issuance of
1,500,000 shares of common stock at a price of $0.50 per share totaling $750,000
through a private rights offering of common stock. The proceeds were principally
used for the reverse acquisition of Incubator and working capital purposes. On
September 3, 2002, the Company entered into a 12% Convertible Note Purchase
Agreement for $1,000,000 ("Note Agreement"). Under this Note Agreement, the
Company has drawn net proceeds totaling $282,500 as of September 30, 2002. The
notes are due in one year from the date of issue. The size of our accumulated
deficit, our losses since inception and our ongoing need for capital to continue
our operations raises substantial doubt as to our ability to continue operations
during the year 2002.

Our capital requirements are dependent on several factors, including the costs
of acquisitions, market acceptance of our software and services, timely updating
of the Company's existing software products, developing new software products or
acquiring the rights to existing software products from third parties, the
resources devoted to marketing and selling the Company's services and brand
promotions and other factors.

We believe that cash generated from operations may be insufficient to fund our
ongoing operations through the next twelve months. Although we have received
some equity and debt financing, efforts are underway to secure additional
financing to enable us to meet our obligations, as execution of our business
plan may require additional capital to fund. We currently have certain financing
agreements in place for potential sources of financing but there can be no
assurance that we will be able to successfully raise such additional funds or
that such funds will be available on acceptable terms. Funds raised through
future equity financing will likely be dilutive to our current shareholders. The
incurrence of indebtedness would result in an increase in our fixed obligations
and could result in borrowing covenants that would restrict our operations.
There can be no assurance that financing will be available in sufficient amounts
or on terms acceptable to us, if at all. If financing is not available when
required or is not available on acceptable terms, we may be unable to develop or
enhance our products or services. In addition, we may be unable to take
advantage of business opportunities or respond to competitive pressures. Any of
these events could have a material and adverse effect on our business, results
of operations and financial condition Lack of additional funds will materially
affect our business and may cause us to cease operations. Consequently,
shareholders could incur a loss of their entire investment in Inclusion.

Our financial statements were prepared on the assumption that we will continue
as a going concern. The report of our independent accountants for the year ended
December 31, 2001 acknowledges that we have incurred losses in each of the last
three fiscal years and that we will require additional funding to sustain our
operations. These conditions cause substantial doubt as to our ability to
continue as a going concern. Our financial statements included herein do not
include any adjustments that might result should we be unable to continue as a
going concern.

RISKS AND UNCERTAINTIES

Our business is subject to the effects of general economic conditions, and in
particular, market conditions in the software and computer industries. Our
operating results have been and continue to be adversely affected as a result of
the recent unfavorable global economic conditions and reduced consumer spending
in the high tech sector. These adverse economic conditions in the U.S., may
continue in the short term, and they may continue to adversely affect our
revenue and earnings. If these economic conditions do not improve, or if we
experience a continued weakening of the economy or technology spending, we may
experience material adverse impacts on our business.

Other Factors That May Affect Future Results of Operations:

o    delays in shipment of our major new versions of existing products

o    lack of acceptance of new versions of existing products

o    introduction of new products by major competitors

o    weakness in demand for software

o    lack of growth in worldwide personal computer sales

o    corporate reductions in IT spending

o    inability to integrate companies and products we acquire

o    industry transitions to new business and information delivery models

o    changes occurring in the global market conditions affecting our customers

Statements included in this "Management's Discussion and Analysis of Financial
Condition and Results of Operations" which are not historical facts are
forward-looking statements. These forward-looking statements involve risks and
uncertainties that could render them materially different, including, but not
limited to, the risk that new products and product upgrades may not be available
on a timely basis, the risk that such products and upgrades may not achieve
market acceptance, the risk that competitors will develop similar products and
reach the market first, and the risk that the Company would not be able to fund
its working capital needs from cash flow.

CRITICAL ACCOUNTING POLICIES

REVENUE RECOGNITION

We follow the revenue recognition principles described in Statement of Position
(SOP) 97-2, Software Revenue Recognition, as amended by SOP 98-9. We license our
products to end user customers and value added resellers (VAR). Software license
revenue from sales to end users is generally recognized upon receipt of a signed
contract or purchase order and delivery of the software, provided the related
fee is fixed and determinable and collectibility of the fee is probable and
vendor-specific objective evidence for all undelivered elements has been
established. In addition to software license revenue, we offer our product
though a hosting service on a monthly subscription basis directly to our
customers. Hosting revenue from sales to end-users is generally recognized on a
pay-as-you-go basis.

GOODWILL AND OTHER INTANGIBLE ASSETS

On January 1, 2002, the Company adopted the Statements of Financial Accounting
Standards No. 142, GOODWILL AND OTHER INTANGIBLE ASSETS ("FAS 142"). Under FAS
142, goodwill will no longer be amortized but will be subject to annual
impairment tests. Most other intangible assets will continue to be amortized
over their estimated useful lives. In connection with the transitional goodwill
impairment evaluation under FAS 142, the Company will perform an assessment of
goodwill impairment as of the date of adoption--February 1, 2002. The
transitional goodwill impairment evaluation will be conducted in accordance with
the procedures outlined in FAS 142 and any transitional impairment loss will be
recognized as the cumulative effect of a change in accounting principle in the
statement of operations. The Company expects to complete the transitional
impairment test by December 31, 2002. The Company does not expect to record an
impairment charge upon completion of the test, but there can be no assurance
that at the time the test is completed a significant impairment charge may not
be recorded.

ITEM 3: LEGAL PROCEEDINGS

On May 22, 2002, a former employee of Inclusion Inc., filed a complaint for
breach of contract, unpaid wages, breach of written contract, breach of the
implied covenant of good faith and fair dealing, breach of fiduciary duty and
fraud against Inclusion, Inc., I-Incubator.com, Inc. and individual defendants
affiliated with Inclusion, Inc. While management, including internal counsel,
currently believes that the ultimate outcome of this complaint will not have a
material adverse effect on our financial position or overall trends in results
of operations, potential litigation is subject to inherent uncertainties. Were
an unfavorable ruling to occur, there exists the possibility of a material
adverse impact on the net income of the period in which the ruling occurs. The
estimate of the potential impact on our financial position or overall results of
operations for the above legal proceedings could change in the future. The
Company has recorded adequate reserves as of September 30, 2002 to provide for
such contingency.


<PAGE>



PART II

ITEM 5.  OTHER INFORMATION

                  None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)    EXHIBITS.
                --------

                  Exhibit           99.1 Certification of Chief Executive
                                    Officer and Chief Accounting Officer
                                    pursuant to Section 906 as well as Section
                                    302 of the Sarbanes-Oxley Act of 2002


         (b) Reports on Form 8-K

                  None


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

I-INCUBATOR.COM, INC.
(Registrant)


/s/ Martin Nielson
                                                                       11/ 14/02
- ----------------------------------
(Martin Nielson, Chief Executive Officer, Chief Accounting Officer,
 President and Director)









<PAGE>



                    CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER
                          AND CHIEF ACCOUNTING OFFICER
                                      UNDER
                      SECTION 302 OF THE SARBANES-OXLEY ACT

I, Martin Nielson, Chief Executive Officer and Chief Accounting Officer of
I-Incubator,com, Inc. certify that:

     1.   I have reviewed this quarterly report on Form 10-QSB of
          I-Incubator,com, Inc.;

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

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

     4.   The registrant's other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Rules 13a-14 and 15d-14 of the Exchange Act) for the
          registrant and we have:

          a)   designed such disclosure controls and procedures to ensure that
               material information relating to the registrant, including its
               consolidated subsidiaries, is made known to us by others within
               those entities, particularly during the period in which this
               quarterly report is being prepared;

          b)   evaluated the effectiveness of the registrant's disclosure
               controls and procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c)   presented in this quarterly report our conclusions about the
               effectiveness of the disclosure controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent evaluation, to the registrant's auditors and the
          audit committee of registrant's board of directors (or persons
          performing the equivalent function):

          a)   all significant deficiencies in the design or operation of
               internal controls which could adversely affect the registrant's
               ability to record, process, summarize and report financial data
               and have identified for the registrant's auditors any material
               weaknesses in internal controls; and

          b)   any fraud, whether or not material, that involves management or
               other employees who have a significant role in the registrant's
               internal controls; and

     6.   The registrant's other certifying officers and I have indicated in
          this quarterly report whether or not there were significant changes in
          internal controls or in other factors that could significantly affect
          internal controls subsequent to the date of our most recent
          evaluation, including any corrective actions with regard to
          significant deficiencies and material weaknesses.

Date:  November 14, 2002
                              -----------------------------------
                              Martin Nielson
                              Chief Executive Officer and Chief Accounting
                              Officer




<PAGE>


                                                                   Exhibit 99.1

I-INCUBATOR.COM, INC.

Quarterly Report on Form 10-QSB
for the Quarter ended September 30, 2002


                                  CERTIFICATION


            Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

     The undersigned, who is the Chief Executive Officer and Chief Accounting
Officer of I-Incubator,com, Inc. (the "Company"), hereby certifies that (i) the
Quarterly Report on Form 10-QSB for the quarter ended September 30, 2002, as
filed by the Company with the Securities and Exchange Commission (the "Quarterly
Report"), to which this Certification is an Exhibit, fully complies with the
applicable requirements of Section 13(a) and 15(d) of the Exchange Act; and (ii)
the information contained in this Quarterly Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.


Dated:  November 14, 2002

                           Martin Nielson
                           Chief Executive Officer and Chief Accounting
                           Officer