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 June 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 August 14, 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 six months ended
June 30 , 2000 are not necessarily indicative of results that may be
expected for the year ending December 31, 2000. The financial statements are
presented on the accrual basis.

<PAGE>

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

FINANCIAL STATEMENTS

AS OF JUNE 30, 2001 AND AS OF DECEMBER 31,
2000 AND FOR THE SIX MONTHS ENDED JUNE 30,
2001 AND 2000 AND FOR THE PERIOD MAY 5, 1997
(DATE OF INCEPTION) THROUGH JUNE 30, 2001

I-INCUBATOR.COM, INC.

(A Development Stage Entity)

TABLE OF CONTENTS

------------------------------------------------------------------------------

FINANCIAL STATEMENTS AS OF JUNE 30, 2001 AND AS OF DECEMBER 31, 2000 AND
FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000 AND FOR THE PERIOD MAY
5, 1997 (DATE OF INCEPTION) THROUGH JUNE 30, 2001
<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

</TABLE>

<PAGE>

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

BALANCE SHEETS
------------------------------------------------------------------------------

<TABLE>
<CAPTION>
ASSETS                                                           (UNAUDITED)
                                                                JUNE 30, 2001           DECEMBER 31, 2000
                                                                -------------           -----------------
CURRENT ASSETS:
<S>                                                                  <C>                       <C>
      Cash                                                                $ 250                     $ 527
      Prepaid expenses                                                        0                         0
                                                              ------------------        ------------------

      Total current assets                                                  250                       527

INVESTMENT IN UNCONSOLIDATED AFFILIATED COMPANIES                             0                     2,600

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

TOTAL ASSETS                                                              $ 320                 $ 106,486
                                                              ==================        ==================

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

      Accounts payable and accrued expenses                           $ 143,502                  $ 90,258
      Notes payable - related parties                                    74,000                    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                                         370,714                   291,071

STOCKHOLDERS' EQUITY:

      Common Stock, par value $.0001 per share; 50,000,000
        shares authorized; 24,345,859 shares issued and
        Outstanding at June 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               (1,364,222)               (1,178,413)
                                                              ------------------        ------------------

        Total stockholders' equity                                     (370,394)                 (184,585)
                                                              ------------------        ------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                $ 320                 $ 106,486
                                                              ==================        ==================
</TABLE>

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

                                      F-2

<PAGE>

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

STATEMENTS OF OPERATIONS
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                              (UNAUDITED)
                                              (UNAUDITED)                           (UNAUDITED)             FOR THE PERIOD
                                           SIX MONTHS ENDED                      THREE MONTHS ENDED         MAY 5, 1997
                                                JUNE 30,                                JUNE 30,           (DATE OF INCEPTION) TO
                                       2001                 2000                2001             2000         JUNE 30, 2001
                                       ----                 ----                ----             ----         -------------
<S>                                   <C>              <C>                    <C>             <C>                <C>
DEVELOPMENT STAGE REVENUES            $          0     $           0          $     0         $       0          $        0
                                      ------------     -------------          -------         ---------          ----------
DEVELOPMENT STAGE EXPENSES:
      Bank charges                             107               411               45                77                 631
      Business promotion                     2,050             7,737                0             4,966              25,130
      Corporate fees                           769             7,916              169             4,952               6,095
      Consulting fees                            0           446,636                0           364,390             384,910
      Depreciation                               0               658                0               438               2,029
      Domain name                                0                 0                0                 0             338,581
      Dues and subscriptions                     0             1,450                0             1,275                 297
      Office general                        14,000            45,737            6,500            24,859              82,367
      On-line services                         210                 0              105                 0                 560
      Printing                               1,729             2,093                0             2,006               4,395
      Postage and Delivery                     240             1,068               79               522               2,953
      Professional fees                     34,401            48,802           16,242            25,081             207,139
      Payroll taxes                          1,370            10,332              470             3,960              12,763
      Salary                                15,346           109,713            6,138            38,860             139,080
      Seminars and conferences                   0                 0                0                 0               4,320
      Shareholder related service            3,112             5,170              444             1,316              12,569
      Telephone                                363             2,946              200               311               2,661
      Travel                                   280             8,455                0               383               1,432
      Transfer agent fee                     3,085             3,165            2,335             3,435              13,497
                                           -------          --------          -------          --------          ----------

TOTAL DEVELOPMENT STAGE EXPENSES           $77,062          $702,289          $32,727          $476,831          $1,241,409
                                           -------          --------          -------          --------          ----------
</TABLE>

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

                                      F-3

<PAGE>

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

STATEMENTS OF OPERATIONS (CONTINUED)
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                                (UNAUDITED)
                                                  (UNAUDITED)                    (UNAUDITED)                 FOR THE PERIOD
                                               SIX MONTHS ENDED                THREE MONTHS ENDED               MAY 5, 1997
                                                   JUNE 30,                         JUNE 30,              (DATE OF INCEPTION) TO
                                           2001              2000             2001            2000            JUNE 30, 2001
                                           ----              ----             ----            ----            -------------
<S>                                    <C>               <C>              <C>               <C>                <C>
TOTAL DEVELOPMENT STAGE EXPENSES        $  77,062         $ 702,289         $ 32,727         $ 476,831         $ 1,241,409
                                        ---------         ---------         --------         ---------         -----------

LOSS FROM OPERATIONS                    $ (77,062)        $ (702,289)       $(32,727)        $ (476,831)       $(1,241,409)

OTHER INCOME (EXPENSES):
Bad debt                                        0                 0                0                 0             (55,620)
Cancellation of debt                            0                 0                0                 0             235,132
Interest income                                 0               378                0                 0               1,091
Gain on disposition of equipment                0                 0                0                 0               1,065
Loss on investment in subsidiary           (2,600)          (50,000)               0           (50,000)            (54,600)
Other income                                    0                 0                0                 0                 177
Settlement fees                                 0                 0                0                 0             (19,500)
Interest expense                           (3,782)          (27,207)          (2,157)          (14,290)           (128,193)
Cancellation of loan receivable          (102,365)                0                0                 0            (102,365)
                                        ---------         ---------         --------         ---------         -----------

TOTAL OTHER INCOME (EXPENSES)            (108,747)          (76,829)          (2,157)          (64,290)           (122,813)
                                        ---------         ---------         --------         ---------         -----------

NET LOSS                                $(185,809)        $(779,118)        $(34,884)        $(541,121)        $(1,364,222)
                                        =========         =========         ========         =========         ===========
LOSS PER COMMON SHARE

Basic & Diluted                         $   (0.01)        $   (0.04)        $  (0.00)        $   (0.03)

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

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

                                      F-4

<PAGE>

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

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

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

                                      F-5

<PAGE>

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

STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT)(UNAUDITED)
CONTINUED
-------------------------------------------------------------------------------
<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>

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

                                      F-6

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

STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT)(UNAUDITED)
CONTINUED
-------------------------------------------------------------------------------
<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 six months ended June 30, 2001             0         0          0           0       (185,809)     (185,809)
                                                  ----------    ------    -------    --------    -----------     ---------

Balance, June 30, 2001                            24,345,859    $2,434    $83,972    $907,422    $(1,364,222)    $(370,394)
                                                  ==========    ======    =======    ========    ===========     =========
</TABLE>

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

                                      F-7


<PAGE>

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

STATEMENTS OF CASH FLOWS
------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                                 (UNAUDITED)
                                                                         (UNAUDITED)                         FOR THE PERIOD
                                                                     FOR SIX MONTHS ENDED                      MAY 5, 1997
                                                                            JUNE 30,                      (DATE OF INCEPTION) TO
                                                                           --------
                                                               2001                       2000                  JUNE 30, 2001
                                                        -------------------        -------------------        -------------------
OPERATING ACTIVITIES:
<S>                                                             <C>                        <C>                      <C>
Deficit accumulated during the development stage                $ (185,809)                $ (779,118)              $ (1,364,222)

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

Depreciation & amortization                                              0                      6,636                          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                    357,750                    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                      2,330                          0
(Increase) decrease in prepaid expenses                                  0                      5,000                          0
(Increase) decrease in interest receivable                               0                        713                          0
Increase (decrease) in accounts payable &
accrued expenses                                                    53,244                    112,872                    143,502
(Increase) decrease in note receivable - related party              41,400                     37,500                     41,400
                                                        -------------------        -------------------        -------------------
          Net cash used by operating activities                    (91,165)                  (256,317)                  (252,292)
                                                        -------------------        -------------------        -------------------
INVESTING ACTIVITIES:
Investments in subsidiaries                                          2,600                          0                          0
Investments                                                              0                          0                      3,500
Purchase of property, plant and equipment                                0                     (6,587)                         0
                                                        -------------------        -------------------        -------------------
          Net cash used for investing activities                     2,600                     (6,587)                     3,500
                                                        -------------------        -------------------        -------------------
FINANCING ACTIVITIES:
Proceeds from sale of common stock                                       0                          0                     63,300
Proceeds from shareholders' loan                                         0                       (700)                    48,213
Proceeds from notes payable                                              0                    242,000                     32,600
Due from affiliates                                                103,289                       (150)                       (70)
Due to affiliates                                                  (15,001)                         0                    (15,001)
Note payable for domain name                                             0                          0                    120,000
Increase in lease payable                                                0                      5,370                          0
                                                        -------------------        -------------------        -------------------

          Net cash provided by financing activities                 88,288                    246,520                    249,042
                                                        -------------------        -------------------        -------------------

INCREASE (DECREASE) IN CASH                                         $ (277)                 $ (16,384)                     $ 250
                                                        -------------------        -------------------        -------------------

CASH, BEGINNING OF PERIOD                                            $ 527                   $ 16,384          $               0
                                                        ===================        ===================        ===================

CASH, END OF PERIOD                                                  $ 250          $               0          $            250
                                                        ===================        ===================        ===================
</TABLE>

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

                                      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 June 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 June 30, 2000, the Company issued 795,000 shares of
restricted common stock in consideration for consulting and management services.
These shares were valued at $0.45 per share. Total value of shares issued 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 will provide venture capital, technical
expertise and marketing assistance to development stage companies. The Company's
ticker symbol changed on December 7, 1999 to "INQU" to better reflect its name
change and direction.

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

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

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

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

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

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

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

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

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 curretnly 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
June 30, 2001 amounted to $1,364,222. 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 June 30, 2001 and December 31, 2000, the Company has a carry-forward loss
for income tax purposes of $1,364,222 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>
                                           June 30, 2001        December 31, 2000
                                           -------------        -----------------
<S>                                             <C>              <C>
Deferred tax assets arising
  from net operating losses                     $538,868         $  465,473

Less:  Valuation allowance                      (538,868)          (465,473)
                                                --------           --------

Net Deferred Tax Assets                         $      0         $        0
                                                --------           --------
</TABLE>

7.       ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accrued expenses as of June 30, 2001 and December 31, 2000 are as follows:
<TABLE>
<CAPTION>
                                                           June 30, 2001        December 31, 2000
                                                           -------------        -----------------
<S>                                                         <C>                       <C>
Accounts payable                                            $     135,082             $   72,226

Accrued expense                                                     3,567                 16,961
Accrued interest                                                    4,853                  1,071
                                                            -------------             ----------

Total accounts payable and accrued expenses                 $     143,502             $   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 June 30, 2001 and December 31, 2000, notes payable consist of thirty and
thirteen individual notes aggregating a total of $74,000 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 June 30, 2001 and December 31, 2000 due from affiliates
totaled $70 and $103,359, respectively. As of June 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 June 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>

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

PERIOD FROM MAY 5, 1997 (DATE OF INCEPTION) THROUGH JUNE 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 $1,364,222. These expenses
were primarily salary ($139,080) and office expenses ($82,367) consisting of
administrative services and rent, professional fees ($207,139) that were related
to annual and quarterly filings, consulting fee ($384,910), and the expense in
retaining their domain names ($338,581).

SIX MONTHS ENDED JUNE 30, 2001 AND JUNE 30, 2000

Development stage expenses during the six months ended June 30, 2001 were
$185,809 as compared to $779,118 for the six months ended June 30, 2000.

Expenses for the six months ended June 30, 2001 were primarily salary ($15,346)
and office general expense ($14,000) consisting of administrative services and
rent, professional fees ($34,401) 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 six months ended June 30, 2000 were primarily salary ($109,713)
and office general expense ($45,737) consisting of administrative services and
rent, consulting fees ($446,636), professional fees ($48,802) for quarterly
regulatory filings, interest expenses ($27,207) on promissory notes and loss on
investment in the subsidiaries ($50,000).

<PAGE>

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

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

Development stage expenses during the three months period ended June 30, 2001
were $34,884 as compared to $541,121 for the three month period ended June 30,
2000.

Expenses for the three month period ended June 30, 2001 were primarily salary
($6,138) and office general ($6,500) consisting of administrative services and
rent, along with professional fees ($16,242) in connection with quarterly
regulatory filings.

Expenses for the three month period ended June 30, 2000 were primarily salary
($38,860) and office general ($24,859) consisting of administrative services and
rent, professional fees ($25,081) in connection with annual regulatory filings
of the Company, consulting fees ($364,390) for public activities, loss on
investment in subsidiaries ($50,000) and interest ($14,290) on promissory notes.

<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 August 20, 2001.

                             I-Incubator.com, Inc.
                             (Registrant)

Date: August 20, 2001           /s/ Jamee Kalimi
                             --------------------------
                                 Jamee Kalimi
                                 Chairman, Chief
                                 Executive Officer,
                                 President, Secretary
                                 and Treasurer