U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                                   (Mark One)

[ X ]             QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF
                  THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2000

[   ]             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                                                59-3442557
   -------------------------------------------------------------------
   (State or Other Jurisdiction of                     (IRS Employer
   Incorporation or Organization)                  Identification No.)

              701 Brickell Avenue, Suite 3120, Miami, Florida 33131
              -----------------------------------------------------
              (Address of Principal Executive Offices) (Zip code)

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

Master Communications Corp
--------------------------
(Former name)

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    X              No
                  ---------

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of March 31, 2000, the Company had
16,580,000 shares of Common Stock outstanding, $0.0001 par value.


<PAGE>


                              i-Incubator.com, Inc.
                          Form 10-QSB Quarterly Report
                       For the Period Ended March 31, 2000

                                      INDEX

Part I - Financial Information
              Item 1 - Financial Statements (unaudited)

              Consolidated Financial Statements for the Period May 5, 1997
              (Inception) Through March 31, 2000

              Item 2 - Management's Discussion and Analysis of Financial
              Conditions and Results of Operations

Part II - Other Information
              Item 3 - Submission of Matters to a Vote of Security Holders




<PAGE>


                                   FORM 10-QSB
                              i-Incubator.com, Inc.
                         PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements

The Company's Consolidated Financial Statements and Notes to Financial
Statements referred to in the Index appear elsewhere in this Form 10-QSB.

Item 2.   Management's Discussion and Analysis of Financial Conditions.

The following discussion and analysis should by read in conjunction with the
financial statements of the Company and the accompanying notes appearing
subsequently under the caption "Financial Statements."

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.

During the past two years, the Company, has spent considerable time and capital
resources defining and developing its strategic plan for delivering and
operating on-line sales and auction technology.

The Company, as discussed in note one of the financial statements, has formed
several subsidiaries all of which are in the development stage. There has been
limited activity in these subsidiaries to date. The Company has incurred
substantial development stage losses in connection with developing its web-site
and the acquisition of various domain names, as well as, developing auction
technology and securing portal agreements. Because of uncertainties surrounding
the development and completion of its auction technology, the Company
anticipates incurring significant 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.

Quarter Ended March 31, 2000 Compared with Quarter Ended March 31, 1999.

Development stage expenses during the Quarter Ended March 31, 2000 were
significantly greater than during the comparable Quarter Ended March 31, 1999,
increasing from $20,340 to $200,153 or a 884% increase. This was in part the
result of the addition of officer's salaries, consulting (including the
compensation expense resulting from shares of the Company's stock issued to new
and on-going management) professional fees necessitated by operating in a public
environment, the acquisition of Domain names (from Michael D. Farkas and Rebeca
Brock both or which are related parties to the Company) and an agreement between
the Company and Atlas Equity Group, Inc. (Owned by Michael D. Farkas, a related
party) for shared office and rent expenses. On-going increases to development
stage expenses are anticipated during Year 2000.

<PAGE>


Liquidity and Capital Resources

Despite Capital Contributions and both related party and third party loan
commitments, the Company from time to time experienced, and continues to
experience cash flow shortages that have slowed the Company's growth. During the
Quarter Ended March 31, 2000 the consequence of those cash flow shortages has
been an increase of $520 in accounts payable and an increase of $(1,431) in
accrued expenses bringing those figures to $13,526 and $29,500 respectively at
March 31, 2000 in comparison to Quarter Ended March 31, 1999.

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

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

The Company has committed itself to pay Michael D. Farkas (a related party)
$250,000 for the acquisition of various domain names over a period of 24 months
commencing in January, 2000. No payments have been made to date.

The Company has committed itself to pay Rebeca Brock (a related party) $120,000
for the acquisition of a domain name over a period of 12 months commencing in
January, 2000. No payments have been made to date.

Year 2000 Impact Statement

The Company believes that it has analyzed it information technology systems to
determine the existence of any effect, if any, of year 2000 issues. The Company
has entered into hardware and software support agreements in the normal course
of its business and believes those arrangements are sufficient to handle any
minor issues that may arise as a result of the year 2000, if any. The Company
also intends to create hard copy of all year-end accounting and management
reports, in the ordinary course of business, which will serve as a back up of
such data if needed. Further, because the Company's Internet plan is still under
development, it is not currently dependent on the Internet for either
e-commerce, the dissemination of information, or data management, and therefore
does not anticipate any material impact from year 2000 issues that may affect
the Internet.

<PAGE>



                                   FORM 10-QSB
                              i-Incubator.com, Inc.
                           PART II - OTHER INFORMATION

Item 3.    Submission of Matters to a Vote of Security Holders.

On March 14, 2000 by written consent the majority of the shareholders elected
Michael Farkas, Matthew Sher and Scott Mager to serve as directors of the
Registrant. Jamee Freeman has served as the Registrant's President, Secretary
and Treasurer, and continues to serve as such.





<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, hereunto duly authorized, on May 11, 2000.


                                                    i-Incubator.com, Inc.
                                                    (Registrant)

Date:  May 11, 2000                                 s/s  Jamee Freeman
                                                    ---------------------------
                                                          Jamee Freeman
                                                          President, Secretary
                                                          and Treasurer



<PAGE>



                     I-INCUBATOR.COM, INC. AND SUBSIDIARIES

                          (A DEVELOPMENT STAGE COMPANY)

                        CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2000


<PAGE>






                     I-INCUBATOR.COM, INC. AND SUBSIDIARIES



                                TABLE OF CONTENTS



CONSOLIDATED BALANCE SHEETS................................................1


CONSOLIDATED STATEMENTS OF OPERATIONS......................................3


CONSOLIDATED STATEMENTS OF
  CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)................................4


CONSOLIDATED STATEMENTS OF CASH FLOWS......................................8


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS................................10



<PAGE>

                     i-INCUBATOR.COM, INC. AND SUBSIDIARIES

                         (A DEVELOPMENT STAGE COMPANY)

                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

       ASSETS                                    UNAUDITED                    AUDITED
                                                  MARCH 31,                 DECEMBER 31,
                                                     2000                       1999
                                                  ---------                   -------
<S>                                            <C>                         <C>

CURRENT ASSETS:

     Cash                                        $ 10,912                   $ 16,384
     Prepaid expenses                                   0                      5,000
     Notes receivable - related party                   0                     37,500
     Accrued interest receivable -
         related party                                  0                        713
                                                  ---------                   -------
             Total Current Assets                  10,912                     59,597
                                                  ---------                   -------

PROPERTY AND EQUIPMENT

     Property and equipment net of,
         less accumulated depreciation of $220      6,367                          0


OTHER ASSETS:

     Organizational costs, net of
         accumulated amortization of $109               0                      3,645
     Investments in unconsolidated
         affiliated companies                       2,000                      2,000
     Investment in OnLine Foods, Inc.              50,000                          0
     Due from affiliates                              150                          0
                                                  ---------                   -------
             Total Other Assets                    52,150                      5,645
                                                  ---------                   -------

TOTAL ASSETS                                     $ 69,429                   $ 65,242
                                                  =========                   =======
</TABLE>

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

<PAGE>

                         i-INCUBATOR.COM, INC. AND SUBSIDIARIES

                              (A DEVELOPMENT STAGE COMPANY)

                               CONSOLIDATED BALANCE SHEETS

                     LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>

                                                          UNAUDITED                    AUDITED
                                                          MARCH 31,                 DECEMBER 31,
                                                             2000                       1999
                                                          ----------                -----------
<S>                                                        <C>                      <C>

CURRENT LIABILITIES:

     Non-interest bearing related
         party notes payable, net of unamortized
         discounts - current portion                           236,489                  $ 237,576
     Notes payable - current portion                           125,000                     95,000
     Note payable - related party                              120,000                          0
     Lease payable - current portion                             1,557                          0
     Accounts payable                                           18,627                      5,101
     Accrued expenses payable                                   44,500                     15,000
     Accrued interest payable                                    6,853                      2,250
     Payroll taxes payable                                       6,682                      1,412
     Shareholders' loans                                             0                        700
                                                             ----------                -----------
             Total Current Liabilities                         559,708                    357,039
                                                             ----------                -----------

LONG-TERM LIABILITIES

     Non-interest bearing
         Note payable - related party                          110,126                    112,805
     Lease payable - net of equipment portion                    4,636                          0
                                                             ----------                -----------
             Total Long-Term Liabilities                       114,762                    112,805


STOCKHOLDERS' EQUITY:

     Common Stock,  $.0001 par value,
         50,000,000 shares authorized,
         16,580,000 shares and 2,175,000 post
         split shares issued and outstanding
         respectively                                            1,658                      1,658
     Additional paid-in capital                                 85,642                     85,642
     Deficit accumulated during
         the development stage                                (722,159)                  (522,386)
                                                             ----------                -----------
                                                              (634,859)                  (435,086)

     Minority interest in subsidiary                            29,818                     30,484
                                                             ----------                -----------
             Total Stockholders' Equity (Deficit)             (605,041)                  (404,602)
                                                             ----------                -----------

TOTAL LIABILITIES AND
     STOCKHOLDERS' EQUITY (DEFICIT)                           $ 69,429                   $ 65,242
                                                             ==========                ===========


</TABLE>

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

<PAGE>

                     i-INCUBATOR.COM, INC. AND SUBSIDIARIES

                         (A DEVELOPMENT STAGE COMPANY)

                     CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                                                     AUDITED
                                                                                                  FOR THE PERIOD
                                                                                                    MAY 5, 1997
                                                  UNAUDITED                AUDITED              (INCEPTION)
                                                MARCH 31, 2000          MARCH 31, 1999         TO MARCH 31, 2000
                                              -------------------      ----------------       ----------------
<S>                                                     <C>              <C>                       <C>

DEVELOPNMENT STAGE REVENUES                            $ 0                  $ 0                      $ 0
                                              -------------------     ----------------         ----------------
DEVELOPMENT STAGE EXPENSES:
Accounting                                           4,500                   0                     4,500
Amortization                                             0                   0                       109
Bank charges                                           257                  40                       555
Business promotion                                     517                   0                     4,677
Consulting fees                                     82,246               4,000                   106,406
Courier                                                546                   0                     1,499
Depreciation                                           220                   0                       220
Dues and subscriptions                                   0                   0                       297
Domain names                                             0                   0                   338,579
Insurance expense                                    1,277                   0                     1,277
Interest expense                                    12,917                   0                    15,167
Licenses and taxes                                   2,096                 731                     9,983
Management fees                                          0                   0                     4,000
Office expenses                                     14,220               3,000                    33,628
Office supplies                                      5,392                  69                     5,392
Officer salaries                                    37,230               9,109                    81,569
On-line services                                         0                   0                       140
Payroll taxes                                        3,770               1,051                     7,551
Printing                                                86                  12                       588
Professional fees                                   29,871               1,950                    93,423
Registration fees                                        0                   0                     3,627
Telephone                                            1,187                 377                     2,616
Transfer agent fees                                      0                   0                     3,348
Travel                                               3,822                   0                     4,100
                                      ---------------------        ------------         ----------------

TOTAL DEVELOPMENT STAGE EXPENSES                   200,153              20,340                723,250
                                      ---------------------        ------------         ----------------

LOSS BEFORE OTHER INCOME                          (200,153)            (20,340)              (723,250)

INTEREST INCOME                                        378                   0                  1,091
                                      ---------------------        ------------         ----------------


LOSS BEFORE MINORITY INTEREST                     (199,775)            (20,340)              (722,159)

MINORITY INTEREST DEVELOPMENT STAGE LOSS              (664)                  0                   (682)
                                      ---------------------        ------------         ----------------

NET DEVELOPMENT STAGE LOSS                      $ (200,439)           $(20,340)            $ (722,841)
                                      =====================        ============         ================


LOSS PER SHARE:

  Basic                                           $(0.0121)               $(0.0016)              $(0.1030)
                                      =====================        ================       ================
  Diluted                                      N/A                     N/A                    N/A
                                      =====================        ================       ================

Weighted-average of common
  shares outstanding                            16,580,000              13,080,000              7,017,516
                                      =====================        ================       ================


</TABLE>

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

<PAGE>



                      i-INCUBATOR.COM, INC. AND SUBSIDIARES
                          (A DEVELOPMENT STAGE COMPANY)
      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
          FOR THE PERIOD MAY 5, 1997 (INCEPTION) THROUGH MARCH 31, 2000
<TABLE>
<CAPTION>

                                                                                                 DEFICIT
                                                                                               ACCUMULATED
                                                      COMMON STOCK              ADDITIONAL       DURING THE
                                              ---------------------------        PAID-IN-       DEVELOPMENT
                                              SHARES               AMOUNT          CAPITAL          STAGE              TOTAL
                                              ---------           --------       ---------         -------           --------
<S>                                          <C>                     <C>         <C>              <C>              <C>
Balance, May 5,  1997
     (inception)                                       0               $ 0             $ 0              $ 0               $ 0

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

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

 Common stock issued to
     third parties                               750,000                75           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           (9,747)           (9,747)
                                             ------------           -------       ---------       ----------         ---------
 Balance, December 31, 1997                    2,175,000               217          28,783           (9,747)           19,253

 Deficit accumulated during the
     development stage for the year
     ended December 31, 1998                           0                 0               0          (11,111)          (11,111)
                                             ------------           -------       ---------       ----------         ---------
 Balance, December 31, 1998                    2,175,000             $ 217        $ 28,783        $ (20,858)          $ 8,142
                                             ------------           -------       ---------       ----------         ---------
</TABLE>


The accompanying notes are integral part of these financial statements.

<PAGE>

                     i-INCUBATOR.COM, INC. AND SUBSIDIARIES

                          (A DEVELOPMENT STAGE COMPANY)

             STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

     FOR THE PERIOD MAY 5, 1997 (INCEPTION) THROUGH MARCH 31, 2000 (CONT'D)

<TABLE>
<CAPTION>

                                                                                                      DEFICIT
                                                                                                     ACCUMULATED
                                                              COMMON STOCK           ADDITIONAL       DURING THE
                                                       -------------------------      PAID-IN-        DEVELOPMENT
                                                         SHARES           AMOUNT      CAPITAL        STAGE           TOTAL
                                                       ----------         ------       --------      ----------       -------
<S>                                                  <C>                 <C>         <C>             <C>              <C>

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

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

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

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

Common stock issued to
    related party                                          15,000              2           498                 0            500

Common stock issued to
    third parties                                       1,590,000            158        52,841                 0         53,000

Common stock issued to
    related parties in connection with
    the acquisition of i-Auction.com, Inc.              2,000,000            200          1800                 0          2,000
                                                       ----------        --------     --------         ----------      --------
     Subtotal balance forward                          15,080,000        $ 1,507      $ 84,292         $ (20,858)      $ 64,942
                                                       ----------        --------     --------         ----------      --------
</TABLE>

The accompanying notes are integral part of these financial statements.

<PAGE>

              i-INCUBATOR.COM, INC. AND SUBSIDIARIES

                  (A DEVELOPMENT STAGE COMPANY)

      STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE PERIOD MAY 5, 1997 (INCEPTION) THROUGH MARCH 31, 2000 (CONT'D)
<TABLE>
<CAPTION>

                                                                                                     DEFICIT
                                                                                                   ACCUMULATED
                                                          COMMON STOCK            ADDITIONAL       DURING THE
                                                   ------------------------        PAID-IN         DEVELOPMENT
                                                      SHARES         AMOUNT        CAPITAL            STAGE            TOTAL
                                                   ----------        ------       --------         -----------       -------
<S>                                               <C>    <C>    <C>    <C>    <C>    <C>

    Balance forward                                15,080,000       $ 1,507       $ 84,292         $ (20,858)        $ 64,942

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          1,350                  0           1,500

    Minority interest equity                                0          300         30,200                  0          30,500
 Deficit accumulated during the
    development stage for the year
    ended December 31, 1999                                 0            0              0           (501,528)       (501,528)

    Minority interest loss during the
    year ended December 31, 1999                            0            0              0                (16)            (16)
                                                   ----------        ------       --------         -----------       -------
Balance, December 31, 1999                         16,580,000      $ 1,957      $ 115,842         $ (522,402)     $ (404,602)
                                                   ==========        ======       ========         ===========       =======

</TABLE>

The accompanying notes are integral part of these financial statements.

<PAGE>
                     i-INCUBATOR.COM, INC. AND SUBSIDIARIES

                          (A DEVELOPMENT STAGE COMPANY)

             STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

     FOR THE PERIOD MAY 5, 1997 (INCEPTION) THROUGH MARCH 31, 2000 (CONT'D)
<TABLE>
<CAPTION>



                                                                                                 DEFICIT
                                                                                               ACCUMULATED
                                                      COMMON STOCK            ADDITIONAL        DURING THE
                                                -----------------------        PAID-IN        DEVELOPMENT
                                                SHARES           AMOUNT        CAPITAL           STAGE                TOTAL
                                                --------       --------      -----------      ------------           -------
<S>                                          <C>               <C>          <C>              <C>                  <C>

    Balance forward                           16,580,000         1,957         115,842         (522,402)           (404,602)


 Deficit accumulated during the
    development stage for the quarter
    ended March 31, 2000                               0              0              0          (199,775)          (199,775)

    Minority interest loss during the
    quarter ended March 31, 2000                       0              0              0              (664)              (664)
                                                --------       --------      -----------      ------------          --------
Balance, December 31, 1999                    16,580,000        $ 1,957      $ 115,842        $ (722,841)        $ (605,041)
                                                ========       ========      ===========      ============          ========
</TABLE>


The accompanying notes are integral part of these financial statements.


<PAGE>
                     i-INCUBATOR.COM, INC. AND SUBSIDIARIES

                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                           INCREASE (DECREASE IN CASH)
<TABLE>
<CAPTION>

                                                                                                           AUDITED
                                                                                                        FOR THE PERIOD
                                                                                                           MAY 5, 1997
                                                             UNAUDITED                  AUDITED           (INCEPTION)
                                                           MARCH 31, 2000           MARCH 31, 1999     TO MARCH 31, 2000
                                                           --------------           --------------     -----------------
<S>                                                        <C>                 <C>                 <C>

OPERATING ACTIVITIES:

     Deficit accumulated during the
         development stage                                  $ (200,439)         $ (18,908)          $ (722,841)

     Adjustments to reconcile net loss to
         net cash used by operations:
     Amortization of loan discount                               8,034                  0                8,034
     Depreciation                                                  220                  0                  220
     Write off of organizational costs                           3,645                  0                3,645
     Common stock issued for legal services                          0                  0                  500
     Common stock issued for consulting (related party)              0                  0                4,500
     (Increase) Decrease in prepaid expenses                     5,000                  0                    0
     (Increase) Decrease in interest receivable                    713                  0                    0
     Decrease in advance receivable                                  0                  0                    0
     Increase (Decrease) in accrued interest expense             4,603                  0                6,853
     Increase (Decrease)in accounts payable                     13,526                520               18,627
     Increase (Decease) in payroll taxes payable                 5,270                341                6,682
     Increase (Decrease) in accrued expenses                    29,500             (1,431)              44,500
                                                               -------           --------------     ------------
         Net Cash Used by
             Operating Activities                             (129,928)           (19,478)            (629,280)
                                                               -------           --------------     ------------
INVESTING ACTIVITIES:

     Acquisition of office equipment                            (6,587)                 0               (6,587)
     Investments                                               (50,000)                 0              (52,000)
     Due from affiliates                                          (150)                 0                 (150)
                                                               -------           --------------     ------------
        Net Cash Used for
             Investing Activities                              (56,737)                 0              (58,737)
                                                               -------           --------------     ------------
FINANCING ACTIVITIES:

     Proceeds from sale of common stock                              0             10,500              108,500
     Proceeds from the issance of common stock
         to related parties                                          0                  0                  300
     Repayment of shareholders' loan                              (700)                 0              125,000
     Proceeds from note payable                                 30,000                  0                    0
     Proceeds from note receivable - related party              37,500                  0                    0
     Proceeds from note payable - related parties              110,000                  0              458,936
     Proceeds from lease obligation                              6,587                  0                6,587
     Repayment of note payable - related party                  (1,800)                 0                    0
     Payments on lease obligation                                 (394)                 0                 (394)
                                                               -------           --------------     ------------
         Net Cash Provided by
             Financing Activities                              181,193             10,500              698,929
                                                               -------           --------------     ------------
INCREASE IN CASH                                                (5,472)            (8,978)              10,912

CASH, BEGINNING OF PERIOD                                       16,384             11,135                    0
                                                               -------           --------------     ------------
CASH, END OF PERIOD                                           $ 10,912            $ 2,157             $ 10,912
                                                               =======           ==============     ============
</TABLE>

The accompanying notes are integral part of these financial statements.

<PAGE>

                          (A DEVELOPMENT STAGE COMPANY)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

            FOR THE QUARTER ENDED MARCH 31, 2000 AND 1999 AND FOR THE

          CUMMULATIVE PERIOD MAY 5, 1997 (INCEPTION) TO MARCH 31, 1999

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

During the quarter ended March 31, 2000 and for the cumulative period May 5,
1997 (inception) to March 31, 2000, the Company paid $299 interest.

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

The Company entered into the following non-cash transactions:

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.

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.

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.

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.

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


<PAGE>




                     i-INCUBATOR.COM, INC. AND SUBSIDIARIES

                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2000


NOTE 1 - NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT
         ACCOUNTING POLICIES

         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 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") (Note 10). 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 shareholders.

         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.

                                       10




<PAGE>


                     i-INCUBATOR.COM, INC. AND SUBSIDIARIES

                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2000


NOTE 1 - NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT
         ACCOUNTING POLICIES (CONT'D)


         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 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 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.

         PRINCIPLES OF CONSOLIDATION

         The accompanying consolidated financial statements include the accounts
         of the Company and its majority owned subsidiaries. All significant
         inter-company accounts have been eliminated.

                                       11
<PAGE>


                     i-INCUBATOR.COM, INC. AND SUBSIDIARIES

                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2000


NOTE 1 - NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT
         ACCOUNTING POLICIES (CONT'D)

         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.

         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 quarter ended March 31, 2000, was $200.


                                       12
<PAGE>


                     i-INCUBATOR.COM, INC. AND SUBSIDIARIES

                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2000


NOTE 1 - NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT
         ACCOUNTING POLICIES (CONT'D)

         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
         bases 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.

         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
         shareholders 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, and since there are no convertible instruments,
         basic loss per share and diluted loss per share are the same.


                                       13
<PAGE>


                     i-INCUBATOR.COM, INC. AND SUBSIDIARIES

                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2000


NOTE 1 - NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT
         ACCOUNTING POLICIES (CONT'D)

         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.

NOTE 2 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS


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

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

                                       14

<PAGE>


                     i-INCUBATOR.COM, INC. AND SUBSIDIARIES

                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2000

NOTE 2 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONT'D)


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

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

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

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

NOTE 3 -  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.

                                       15

<PAGE>


                     i-INCUBATOR.COM, INC. AND SUBSIDIARIES

                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2000


NOTE 3 -   DEVELOPMENT STAGE OPERATIONS AND GOING CONCERN MATTERS
           (CONT'D)

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

         The accompanying financial statements have been prepared on a going
         concern basis, which contemplates the realization of assets and the
         satisfaction of liabilities in the normal course of business. As shown
         in the financial statements, development stage losses from May 5, 1997
         (inception) to March 31, 2000 amounted to $722,159. 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.

NOTE 4 - NOTES RECEIVABLE RELATED PARTY

         During the year ended December 31, 1999, the Company made loans to
         WealthHound.com, Inc. ("WealthHound") (a related party). The terms of
         the loan are as follows:

                                       16
<PAGE>


                     i-INCUBATOR.COM, INC. AND SUBSIDIARIES

                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2000


NOTE 4 - NOTES RECEIVABLE RELATED PARTY (CONT'D)



    Date     Rate Per Annum    Maturity   12/31/99 Principal   3/31/00 Principal
  --------   --------------   ----------- ------------------   -----------------

   10/15/99      8 1/4%         4/15/00         $ 12,500          $      0

   10/15/99      8 1/4%         4/15/00            5,000                 0

    10/8/99      8 1/4%          4/8/00           20,000                 0
                                              ---------------  -------------

Total Notes Receivable                          $ 37,500          $      0
                                             ================  ==============

Accrued interest amounted to $6,853 through March 31, 2000.

NOTE 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 (Note 10).

         Management intends to hold WealthHound on a long-term basis and is
         carrying the investment on the equity 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.


                                       17
<PAGE>


                     i-INCUBATOR.COM, INC. AND SUBSIDIARIES

                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2000


NOTE 6 - DEFERRED INCOME TAXES

         As of December 31, 1999, the Company has a carryforward loss for income
         tax purposes of $183,819 that may be offset against future taxable
         income. 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 carryforward loss. The carryforward loss expires at
         various years through 2019. Due to the uncertainty regarding the
         success of future operations, management has recognize any future
         income tax benefits that may arise from the utilization of the loss
         carryforward.

                                               3/31/00            12/31/99
                                         -----------------   -----------------

         Deferred tax assets arising
          from net operating losses            $ 69,000           $ 33,000
                                         -----------------   -----------------
         Less valuation allowance               (69,000)           (33,000)
                                         -----------------   -----------------

         Net Deferred Tax Assets                  $ 0               $ 0
                                         =================   =================

NOTE 7 - ACCRUED EXPENSES

         Accrued expenses at December 31, 1999 are as follows:

                                                  3/31/00           12/31/99
                                                  -------           --------
                  Accrued accounting fees         $ 4,500           $ 15,000
                                                   ======           ========

NOTE 8 - NOTES PAYABLE

         Notes payable as of December 31, 1999 were as follows:

                                                        3/31/00    12/31/99
                                                        -------    ---------
         Note payable to Atlas Equity
         Group, Inc. (a related party),
         12% per annum dated December 22, 1999,
         unsecured.  Due on demand no later
         than June 22, 2000.                            $10,000     $10,000


                                       18
<PAGE>

                     i-INCUBATOR.COM, INC. AND SUBSIDIARIES

                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2000

NOTE 8 - NOTES PAYABLE (CONT'D)

                                                           3/31/00    12/31/99
                                                           -------    --------
         Note payable to the Farkas Group,
         Inc. (a related party), 12% per
         annum dated November 19, 1999,
         unsecured.  Due on demand no
         later than December 19, 2000.                     $     0      $ 1,800

         Note payable to Sharei Chesed,
         11 1/2% per annum, dated December 30,
         1999, unsecured.  Due on demand
         no later than December 29, 2000.                  30,000        30,000

         Note payable to SeaBank Corporation,
         12% per annum, dated August 2,
         1999, unsecured. Due on demand no
         later than February 2, 2000. The note
         has been renegotiated and has been
         extended to February 7, 2001.                     20,000        20,000

         Note payable to SeaBank Corporation,
         12% per annum, dated October 15, 1999,
         unsecured. Due on demand no later
         than April 15, 2000.                              20,000        20,000

         Note payable to SeaBank Corporation,
         12% per annum, dated October 5, 1999,
         unsecured.  Due on demand no later
         than April 15, 2000.                              25,000        25,000

         Non-interest bearing note dated
         December 7, 1999 to Rebecca Brock
         ("Brock") (a related party)in
         connection with the acquisition of a
         domain name. $10,000 due monthly for
         10 months. The note has been
         discounted based on an imputed
         interest rate of 10%.                            120,000       120,00
         Less discount                                     (3,637)      (6,255)

                                       19
<PAGE>


                     i-INCUBATOR.COM, INC. AND SUBSIDIARIES

                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2000


NOTE 8 - NOTES PAYABLE (CONT'D)


                                                        3/31/00    12/31/99
                                                        -------    --------
         Non-interest bearing note dated
         December 28, 1999 to Michael D.
         Farkas ("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%.                          250,000  250,000
         Less discount                                  (19,748) (25,165)

         Note payable to Chasdai Yitzchok,
         111/2per annum, dated January 14,
         2000, unsecured.  Due on demand
         no later than January 13, 2001.                 30,000       0

         Note payable to Scott Cohen,
         8% per annum, dated January 31,
         2000, unsecured.  Due on demand
         no later than January 30, 2001.                 50,000       0

         Note payable Romano LTD, 10% per
         annum, dated March 24, 2000,
         unsecured.  Due on demand no later
         than March 23, 2001                             60,000       0
                                                        -------  -------


         Current portion- related parties              (227,657) (227,657)

         Current portion - unrelated parties            (95,000)  (95,000)
                                                        -------   -------

         Long-term portion - related parties           $112,805    $112,805
                                                        =======     =======

                                       20
<PAGE>


         NOTE 9 - CAPITAL LEASE NOTE

         The Company is a lessee under a capital lease agreement for computer
         equipment from Dell Corp., expiring on January 16, 2003. The lease
         agreement calls for 36 equal monthly payments of $274.58, with a final
         fixed purchase price of $1 at the end of the lease. This asset is being
         depreciated over its estimated useful life of 5 years. Depreciation of
         $220 was included in depreciation expense for the quarter ended March
         31, 2000.

         The future minimum lease payments due under capital lease is as follows
         at March 31, 2000:

                  Total capital lease payable                 $  6,193
                    Less current portion                        (1,557)
                                                              ---------

                      Total capital lease payable             $  4,636
                                                              ========

         Aggregate maturities under this capital lease for the three year
         subsequent to March 31, 2000 are as follows:

                                2000          $  1,163
                                2001             2,024
                                2002             2,738
                                2003               268
                                            ----------

         Total capital lease payable        $    6,193
                                            ==========

         NOTE 10 - COMMITMENTS AND CONTINGENCIES

         On November 24, 1999 the Company agreed to engage Kulat Communications,
         Inc., ("Kulat") on a month-to-month basis. Kulat provides public
         relations consultation and various marketing programs. Through December
         31, 1999 the Company has incurred fees of approximately $4,100 in
         connection with this arrangement.

         NOTE 11 - STOCKHOLDERS' EQUITY

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




                                       21




<PAGE>


                     i-INCUBATOR.COM, INC. AND SUBSIDIARIES

                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2000


         NOTE 11 - STOCKHOLDERS' EQUITY (CONT'D)



         The Company issued 300,000 common shares to James F. Lee, former
         President, and the Company's sole officer and director, in
         consideration for management services valued at $4,000. In addition, it
         issued 600,000 common shares to GSM Communications, Inc. ("GSM")in
         exchange for $8,000. GSM is owned by Farkas and is deemed to be a
         related party. These individuals are deemed to be founders and
         affiliates of the Company. Concurrently, the Company entered into a
         private offering of securities pursuant to regulation D, Rule 504,
         promulgated under the Securities Act of 1933. Common Shares were
         offered to non-accredited investors for cash consideration of 1.334
         cents per share. 1,125,000 shares were issued to related parties and
         750,000 shares issued to unrelated parties.

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

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

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

                                       22

<PAGE>


                     i-INCUBATOR.COM, INC. AND SUBSIDIARIES

                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2000


         NOTE 11 - STOCKHOLDERS' EQUITY (CONT'D)


         In January 1999, the Company issued 150,000 post split shares of common
         stock to Jamee Freeman, President, in consideration for managerial
         services rendered valued at $500.

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

         On December 8, 1999 the Company entered into a stock exchange agreement
         with Quentin (a related company) to transfer 1,500,000 of restricted
         common shares of WealthHound owned by Quentin for 1,500,000 restricted
         shares of the Company's common stock (Note 5). The common shares
         exchanged represent approximately 3% interest in WealthHound.
         Management valued the estimated the fair market value of this
         transaction to be $1,500.

NOTE 12 -  OFFICERS AND BOARD OF DIRECTORS

           EMPLOYMENT AGREEMENT

         The Company agreed in principle to an employment agreement for its
         President. The term of the agreement is one year, automatically
         renewable for a period of one year for each consecutive year
         thereafter, unless prior notice is given by either the Company or Ms.
         Freeman 90 days prior to the expiration of the contract term. Initial
         compensation will be at an annual rate of approximately $45,000.

NOTE 13 -  RELATED PARTY TRANSACTIONS

         In January, 1999 the Company agreed to reimburse Atlas Equity Group,
         Inc., a related party, $1,000 per month (on a month- to-month basis)
         for operating and administrative expenses.

                                       23
<PAGE>


                     i-INCUBATOR.COM, INC. AND SUBSIDIARIES

                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2000


NOTE 13 - RELATED PARTY TRANSACTIONS (CONT'D)

         Atlas Equity Group, Inc. is owned by Farkas. On November 30, 1999 the
         Company agreed to increase the reimbursements to $6,000 per month,
         commencing December, 1999.

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

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

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

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

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

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

         On January 6, 2000 the Company agreed to pay Matthew Sher (a related
         party) $25,000 for consulting services rendered to AuctionTech.

                                       24