U.S. SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                   FORM 10-QSB

         (MARK ONE)

     |X| Quarterly Report Pursuant to Section 13 or 15(d) of Securities Exchange
         Act of 1934

                  For the quarterly period ended MARCH 31, 2000

     |_| Transition report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934

               For the transition period from _______ to _______.

                           Commission File No. Pending

                             AUGUST PROJECT 1 CORP.
                             ----------------------
                 (Name of Small Business Issuer in Its Charter)

Florida                                                    65-0986953
-------                                                    --------------
(State or Other Jurisdiction of Incorporation             (I.R.S. Employer
or Organization)                                           Identification No.)


22 South Links Avenue, Ste. 204, Sarasota, Florida        34236
--------------------------------------------------        -----
(Address of Principal Executive Offices)                  (Zip Code)

                                 (941) 330-8051
                                 --------------
                (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, and (2) has
been subject to such filing requirements for the past 90 days.  Yes |_|  No |X|

     There were 14,734,000  shares of Common Stock outstanding as of May 22,
2000.


<PAGE>


PART I


FINANCIAL INFORMATION
---------------------

ITEM 1.  FINANCIAL STATEMENTS.
         --------------------

                          AUGUST PROJECT 1 CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

                      MARCH 31, 2000 AND DECEMBER 31, 1999








<PAGE>

                                 C O N T E N T S

Independent Accountants' Review Report....................................  F-3

Balance Sheets............................................................  F-4

Statements of Operations..................................................  F-5

Statements of Stockholders' Equity (Deficit)..............................  F-6

Statements of Cash Flows..................................................  F-7

Notes to the Financial Statements.........................................  F-8












                                      F-2


<PAGE>




                     INDEPENDENT ACCOUNTANTS' REVIEW REPORT
                     --------------------------------------

To the Board of Directors
August Project 1 Corporation
Miami, Florida

We have reviewed the accompanying  balance sheet of August Project 1 Corporation
as of March 31, 2000 and the related  statements  of  operations,  stockholders'
equity  (deficit)  and cash flows for the periods ended March 31, 2000 and 1999.
These financial statements are the responsibility of the Company's management.

We  conducted  our  reviews in  accordance  with  standards  established  by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data, and making  inquiries of persons  responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing  standards,  which will be performed
for the full year with the  objective of  expressing  an opinion  regarding  the
financial  statements taken as a whole.  Accordingly,  we do not express such an
opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the accompanying condensed financial statements referred to above for
them to be in conformity with accounting  principles  generally  accepted in the
United States.

/s/ HJ & Associates, LLC

HJ & Associates, LLC
Salt Lake City, Utah
May 15, 2000








                                      F-3



<PAGE>
<TABLE>

                                               AUGUST PROJECT 1 CORPORATION
                                              (A Development Stage Company)
                                                      Balance Sheets

                                                          ASSETS
                                                          ------
<CAPTION>
                                                                            March 31,                        December 31,
                                                                              2000                              1999
                                                                   ---------------------------       ---------------------------
<S>                                                                <C>                               <C>
CURRENT ASSETS

     Cash                                                           $                      --         $                      --
                                                                   ---------------------------       ---------------------------

           Total Current Assets                                                            --                                --
                                                                   ---------------------------       ---------------------------

           TOTAL ASSETS                                             $                      --         $                      --
                                                                   ===========================       ===========================


                                      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                                      ----------------------------------------------

CURRENT LIABILITIES

     Note payable - related parties (Note 3)                        $                   25,000        $                       --
                                                                   ---------------------------       ---------------------------

           Total Current Liabilities                                                   25,000                                --
                                                                   ---------------------------       ---------------------------


STOCKHOLDERS' EQUITY (DEFICIT)

           Common stock authorized:  50,000,000 common
            shares at $0.001 par value; 5,000,000 shares
            issued and outstanding                                                      5,000                             5,000
           Capital in excess of par value                                             (3,000)                           (3,000)
           Deficit accumulated during the development stage                          (27,000)                           (2,000)
                                                                   ---------------------------       ---------------------------

           Total Stockholders' Equity (Deficit)                                      (25,000)                                --
                                                                   ---------------------------       ---------------------------

           TOTAL LIABILITIES AND STOCKHOLDERS'
           EQUITY (DEFICIT)                                         $                      --         $                      --
                                                                   ===========================       ===========================























                             See Accountants' Review Report and the accompanying notes to the
                                              reviewed financial statements.

                                                           F-4
</TABLE>

<PAGE>
<TABLE>
                                               AUGUST PROJECT 1 CORPORATION
                                              (A Development Stage company)
                                                 Statements of Operations
<CAPTION>

                                                                                                               From Inception on
                                                                                                                 July 10, 1997
                                                                  For the Three Months Ended                   through March 31,
                                                                           March 31,                                 2000
                                                        -----------------------    ---------------------      --------------------
                                                                 2000                      1999                      2000
                                                        -----------------------    ---------------------      --------------------
<S>                                                     <C>                        <C>                        <C>
REVENUES                                                 $                  --      $                --        $               --

EXPENSES

     General and administrative                                         25,000                       --                    27,000
                                                        -----------------------    ---------------------      --------------------

           Total Expenses                                               25,000                       --                    27,000
                                                        -----------------------    ---------------------      --------------------

LOSS FROM OPERATIONS                                                  (25,000)                       --                  (27,000)
                                                        -----------------------    ---------------------      --------------------

NET LOSS                                                 $            (25,000)      $                --        $         (27,000)
                                                        =======================    =====================      ====================

BASIC LOSS PER SHARE                                     $              (0.01)      $              0.00
                                                        =======================    =====================

WEIGHTED AVERAGE NUMBER OF SHARES
                                                                     5,000,000                5,000,000
                                                        =======================    =====================










                             See Accountants' Review Report and the accompanying notes to the
                                              reviewed financial statements.

                                                           F-5

</TABLE>


<PAGE>

<TABLE>
                                               AUGUST PROJECT 1 CORPORATION
                                              (A Development Stage Company)
                                       Statements of Stockholders' Equity (Deficit)
                                  From Inception on July 10, 1997 Through March 31, 2000
<CAPTION>
                                                                                                                     Deficit
                                                                                                                   Accumulated
                                                           Common Stock                    Additional               During the
                                              ---------------------------------------        Paid-in               Development
                                                     Shares              Amount              Capital                  Stage
                                              -----------------    ------------------    ------------------    --------------------
<S>                                           <C>                  <C>                   <C>                   <C>
Balance at inception on July 10, 1997          $           --       $            --       $            --       $              --

Common stock issued for services                    5,000,000                 5,000               (3,000)                      --

Net loss from inception on July 10, 1997
     to December 31, 1997                                  --                    --                    --                 (2,000)
                                              -----------------    ------------------    ------------------    --------------------
Balance, December 31, 1997                          5,000,000                 5,000               (3,000)                 (2,000)

Net Loss for the year ended
    December 31, 1998                                      --                    --                    --                      --
                                              -----------------    ------------------    ------------------    --------------------
Balance, December 31, 1998                          5,000,000                 5,000               (3,000)                 (2,000)

Net Loss for the year ended
     December 31, 1999                                     --                    --                    --                      --
                                              -----------------    ------------------    ------------------    --------------------
Balance, December 31, 1999                          5,000,000                 5,000               (3,000)                 (2,000)

Net Loss for the three months ended
     March 31, 2000                                        --                    --                    --                (25,000)
                                              -----------------    ------------------    ------------------    --------------------

Balance, March 31, 2000`                       $    5,000,000       $         5,000       $       (3,000)       $        (27,000)
                                              =================    ==================    ==================    ====================










                             See Accountants' Review Report and the accompanying notes to the
                                              reviewed financial statements.

                                                           F-6

</TABLE>

<PAGE>
<TABLE>
                                               AUGUST PROJECT 1 CORPORATION
                                              (A Development Stage Company)
                                                 Statements of Cash Flows
<CAPTION>
                                                                       For the Three Month Ended March 31,       From Inception on
                                                                       -----------------------------------        July 10, 1990 -
                                                                                                                     March 31,
                                                                            2000                  1999                 2000
                                                                    -------------------    ------------------    ------------------

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                 <C>                    <C>                   <C>
     Net loss                                                        $        (25,000)      $             --      $       (27,000)
     Adjustments to reconcile net loss to net cash
      used by operating activities:
       Issuance of stock for services                                               --                    --                 2,000
       Increase in notes payable - related parties                              25,000                    --                25,000
                                                                    -------------------    ------------------    ------------------

           Net Cash (Used) by Operating Activities                                  --                    --                    --
                                                                    -------------------    ------------------    ------------------


CASH FLOWS FROM INVESTING ACTIVITIES                                                --                    --                    --
                                                                    -------------------    ------------------    ------------------


CASH FLOWS FROM FINANCING ACTIVITIES                                                --                    --                    --
                                                                    -------------------    ------------------    ------------------


NET INCREASE (DECREASE) IN CASH                                                     --                    --                    --

CASH AT BEGINNING OF PERIOD                                                         --                    --                    --
                                                                    -------------------    ------------------    ------------------


CASH AT END OF PERIOD                                                $              --      $             --      $             --
                                                                    ===================    ==================    ==================


CASH PAYMENTS FOR:

     Income taxes                                                    $              --      $             --      $             --
     Interest                                                                       --                    --                    --

SCHEDULE OF NON-CASH FINANCING
  ACTIVITIES

     Common stock issued for services                                               --      $             --      $          2,000











                             See Accountants' Review Report and the accompanying notes to the
                                              reviewed financial statements.

                                                           F-7

</TABLE>

<PAGE>

                          AUGUST PROJECT 1 CORPORATION
                          (A Development Stage Company)
                          Notes to Financial Statements
                      March 31, 2000 and December 31, 1999


NOTE 1 -        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                a.  Organization

                August Project 1 Corporation  (the "Company") was organized July
                10,  1997 under the laws of the State of Florida for the purpose
                of  engaging  in any lawful  activity.  The  Company  has had no
                significant  operations  since  inception  and is  considered  a
                development  stage  company  in  accordance  with  Statement  of
                Financial Accounting Standards No.7.

                b.  Provision for Taxes

                At  March  31,  2000,   the  Company  had  net  operating   loss
                carryforwards  of  approximately  $27,000  that  may  be  offset
                against  future  taxable income through 2019. No tax benefit has
                been reported in the financial  statements,  because the Company
                believes there is a 50% or greater chance the carryforwards will
                expire  unused.  Accordingly,  the potential tax benefits of the
                net  operating  loss  carryforwards  are  offset by a  valuation
                allowance of the same amount.

                c.  Accounting Method

                The financial  statements  are prepared using the accrual method
                of accounting. The Company has elected a calendar year end.

                d.  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 disclosure of contingent  assets
                and liabilities at the date of the financial  statements and the
                reported  amounts of revenues and expenses  during the reporting
                period. Actual results could differ from those estimates.

                e.  Cash and Cash Equivalents

                The  Company  considers  all highly  liquid  investments  with a
                maturity  of three  months  or less  when  purchased  to be cash
                equivalents.





                                   F-8

<PAGE>


                          AUGUST PROJECT 1 CORPORATION
                          (A Development Stage Company)
                          Notes to Financial Statements
                      March 31, 2000 and December 31, 1999

NOTE 1 -        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

                f.  Basic Loss Per Share
<TABLE>
<CAPTION>
                                                                   For the Three Months Ended
                                                                         March 31, 2000
                                          -----------------------------------------------------------------------------
                                                   Loss                      Shares                   Per Share
                                                (Numerator)              (Denominator)                  Amount
                                          ------------------------    ---------------------     -----------------------
                <S>                         <C>                         <C>                       <C>
                Net Loss                    $            (25,000)                5,000,000        $             (0.01)
                                          ========================    =====================     =======================


                                                                   For the Three Months Ended
                                                                         March 31, 1999
                                          -----------------------------------------------------------------------------
                                                   Loss                      Shares                   Per Share
                                                (Numerator)              (Denominator)                  Amount
                                          ------------------------    ---------------------     -----------------------

                Net Loss                    $                  --                5,000,000        $               0.00
                                          ========================    =====================     =======================

</TABLE>

                Basic loss per share has been  calculated  based on the weighted
                average number of shares of common stock outstanding  during the
                period.

                g.  Revenue Recognition

                The  Company  currently  has  no  source  of  revenues.  Revenue
                recognition   policies   will  be  determined   when   principal
                operations begin.

NOTE 2 -        GOING CONCERN

                The Company's financial  statements are prepared using generally
                accepted  accounting  principles  applicable  to a going concern
                which  contemplates the realization of assets and liquidation of
                liabilities  in the normal  course of business.  The Company has
                not established revenues sufficient to cover its operating costs
                and allow it to continue as a going concern.  Management intends
                to seek a merger with an  existing,  operating  company,  in the
                interim  it has  committed  to  meeting  the  Company's  minimal
                operating expenses.

NOTE 3 -        RELATED PARTY TRANSACTION

                A related  party has loaned the Company  $25,000  for  operating
                working capital.  This amount has interest imputed at 10% and is
                due on demand.

NOTE 4 -        SUBSEQUENT EVENT

                On April 10, 2000, the Company issued 9,734,000 shares of common
                stock to acquire  100% of the  capital  stock of  USWEBAUCTIONS,
                INC.  The total  number of shares  outstanding  for the  Company
                after the acquisition is 14,734,000.












                                      F-9




<PAGE>


ITEM 2.  MANAGEMENT'S PLAN OF OPERATION AND DISCUSSION AND ANALYSIS.
         ----------------------------------------------------------

INTRODUCTORY STATEMENTS

         FORWARD-LOOKING  STATEMENTS AND ASSOCIATED  RISKS. THIS FILING CONTAINS
FORWARD-LOOKING STATEMENTS,  INCLUDING STATEMENTS REGARDING, AMONG OTHER THINGS,
(A) OUR COMPANY'S PROJECTED SALES AND PROFITABILITY,  (B) OUR COMPANY'S BUSINESS
PLAN AND  GROWTH  STRATEGIES,  (C)  TRENDS IN OUR  COMPANY'S  INDUSTRY,  (D) OUR
COMPANY'S  FUTURE  FINANCING  PLANS,  (E) OUR  COMPANY'S  ANTICIPATED  NEEDS FOR
WORKING CAPITAL AND (F) BENEFITS  RELATED TO THE  ACQUISITION OF  USWEBAUCTIONS,
INC. IN ADDITION, WHEN USED IN THIS FILING, THE WORDS "BELIEVES," "ANTICIPATES,"
"INTENDS," "IN  ANTICIPATION  OF,"  "EXPECTS," AND SIMILAR WORDS ARE INTENDED TO
IDENTIFY FORWARD-LOOKING STATEMENTS.  THESE FORWARD-LOOKING STATEMENTS ARE BASED
LARGELY ON OUR COMPANY'S  EXPECTATIONS  AND ARE SUBJECT TO A NUMBER OF RISKS AND
UNCERTAINTIES,  MANY OF WHICH ARE BEYOND OUR COMPANY'S  CONTROL.  ACTUAL RESULTS
COULD DIFFER  MATERIALLY  FROM THESE  FORWARD-LOOKING  STATEMENTS AS A RESULT OF
CHANGES IN TRENDS IN THE  ECONOMY  AND OUR  COMPANY'S  INDUSTRY,  DEMAND FOR OUR
COMPANY'S  SERVICES,  COMPETITION,  THE  AVAILABILITY  OF  FINANCING  AND  OTHER
FACTORS.  IN LIGHT OF THESE RISKS AND  UNCERTAINTIES,  THERE CAN BE NO ASSURANCE
THAT THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS FILING WILL IN FACT OCCUR.

OVERVIEW

         We are a development stage company that has had no operations or income
since  inception in 1997. We were  incorporated  in the State of Florida on July
10,  1997 as August  Project 1 Corp.  We were  formed  for the sole  purpose  of
acquiring  or merging  with an  operating  company.  On January 27,  2000,  Lido
Capital  Corporation,  a Florida  corporation  ("Lido"),  purchased 97.3% of the
then-outstanding  common stock of our company from its controlling  shareholder,
Eric Littman.  On April 10, 2000,  our company  acquired all of the  outstanding
capital  stock of  USWEBAUCTIONS,  Inc.,  a  Florida  corporation  ("USWA").  In
consideration  of all of USWA's  outstanding  capital stock,  our company issued
9,734,000  shares of common stock to the former  shareholders  of USWA. USWA was
formed on February 24, 2000,  and is in the business of producing,  maintaining,
creating,  and promulgating on-line auction services.  Due to the acquisition of
USWA,  our business  operations  are expected to focus on creating and operating
vertical auction communities in the  person-to-person  and  business-to-business
markets.

         On April 20,  2000,  the board of  directors  of our  company and USWA,
together with the shareholders  holding a majority of the outstanding  shares of
common stock and the sole  shareholder of USWA,  which is our company,  approved
the  merger  of USWA  with  and  into  our  company.  We  will be the  surviving
corporation in the merger.  Upon the effective  date of the merger,  the name of
our corporation will change to USWEBAUCTIONS, Inc.

         BALANCE SHEET. At March 31, 2000, we had no current or total assets and
had current liabilities of $25,000.

         INCOME STATEMENT. We have not had any revenue since inception. Prior to
the acquisition of USWA, our main operating expenses were expected to consist of
the costs of complying with the reporting  requirements of the Securities Act of
1933, including legal and accounting fees. For the quarter ended March 31, 2000,
we recorded  $25,000 in general and  administrative  expenses.  Our net loss was
$25,000.  Due to the  acquisition  of USWA,  our  main  operating  expenses  are
expected to consist of the costs of implementing the business plan of USWA.

PLAN OF OPERATION

         CASH REQUIREMENTS.  As of March 31, 2000, we had no cash-on-hand.  Such
funds have been fully expended. Since inception, our management has loaned money
to our company in order to fund our business  operations.  We will need to raise
additional capital to fund our business  operations and to develop our company's
business  strategy for the next twelve  months and beyond.  Currently,  our cash
requirements consist primarily of employee salaries, rent, professional fees and
related  expenses.  In order to meet our cash  requirements over the next twelve
months,  we intend to raise  capital  from the sale of common  stock in either a
private  or  public  offering.  Our  company  believes  that it  needs  to raise
approximately $750,000 in capital in order to meet these cash requirements.


                                       2
<PAGE>

         SUMMARY OF ANTICIPATED PRODUCT DEVELOPMENT. Our company is developing a
proprietary  technology called "Rapid Auction Introduction  Technology Software"
(RAITStm).  Using this technology, our company expects to be able to quickly and
efficiently  deploy auction websites for our customers.  Initially,  our product
development  efforts  are  expected  to focus on the  development  of the  RAITS
technology.  The costs associated with this product  development are expected to
consist primarily of the salaries for computer programmers and related expenses.

         SIGNIFICANT  PLANT  AND  EQUIPMENT  PURCHASES.  In 2000,  we  expect to
purchase  computer  hardware and software and telephone  equipment.  We estimate
that the cost of this equipment to be approximately $25,000.

         CHANGES IN NUMBER OF EMPLOYEES. We currently have four employees,  each
of whom is an executive officer.  We are currently reviewing our personnel needs
for 2000 and  beyond.  As of  the date  hereof, we have not finalized our hiring
plans.


                                                      CURRENT
              DEPARTMENT                              EMPLOYEES
              ----------                              ---------

              Marketing and Sales                        0
              Administrative and Other
                  Support Positions                      4
                                                    -------------
              Total Employees                            4
                                                    =============

LIQUIDITY AND CAPITAL RESOURCES

         As of March 31, 2000,  we had no  cash-on-hand.  A discussion of how we
generated and used cash in the period follows:

         OPERATING  ACTIVITIES.  Our operating  activities  used $25,000 in cash
during the three-month period ended March 31, 2000. This consisted  primarily of
professional  fees in connection  with becoming a "reporting"  company under the
Securities Act of 1933.

         In order to meet our cash  requirements over the next twelve months, we
intend to raise  capital  from the sale of common  stock in either a private  or
public  offering.  Our  company  believes  that it needs to raise  approximately
$750,000 in capital in order to meet these cash requirements.

GOING CONCERN OPINION

         Our independent  auditors have added an explanatory  paragraph to their
audit opinions issued in connection with the 1999 and 1998 financial  statements
which states that our company does not have  significant  cash or other material
assets  to cover its  operating  costs  and to allow it to  continue  as a going
concern.  Our ability to obtain additional funding will determine our ability to
continue  as a going  concern.  Our  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.

CERTAIN BUSINESS RISK FACTORS

         We are  subject to  various  risks,  which may have a material  adverse
effect on our company's business, financial condition and results of operations.
Certain risks are discussed below:

         WE HAVE NO OPERATING HISTORY OR REVENUE FROM WHICH TO EVALUATE OUR
         BUSINESS

         We have had no  operating  history or  revenue  from  operations  since
inception.  In addition,  we have no assets or financial  resources.  Due to our
lack of revenue, we expect to incur operating losses for the foreseeable future.
Due to our lack of operations, there is limited information upon which investors
can evaluate our business.  Our independent auditors have noted that our company
does not have  significant  cash or a source of revenue  to cover its  operating
costs and to allow it to continue as a going concern.  External  capital will be
required for us to continue as a going concern.  We have no commitments or other


                                       3
<PAGE>


sources of capital available to us. Our inability to continue as a going concern
could result in a decline of our stock price, and you could lose money.

         BECAUSE  WE HAVE NO  OPERATIONS OUR FUTURE  BUSINESS  OPPORTUNITIES ARE
HIGHLY SPECULATIVE

         The success of our proposed plan of operation will be highly  dependent
on the business operations of USWA, a company which itself has had no operations
to date.  You should  consider the likelihood of our future success to be highly
speculative in view of our lack of operating history.

         OUR  MANAGEMENT  IS EXPECTED TO EXERT  SIGNIFICANT  INFLUENCE  OVER THE
DIRECTION OF OUR COMPANY AND WILL DEVOTE A LIMITED AMOUNT OF TIME TO IDENTIFYING
BUSINESS OPPORTUNITIES

         Through  their  stock  ownership,  management  will be  able  to  exert
significant  influence  over  the  direction  of our  company  and its  business
opportunities.  We do not maintain any key man life  insurance.  The loss of the
services  of  these   individuals   will  jeopardize  our  ability  to  continue
operations. This outcome would likely cause our stock price to decline.

         WE MAY BE SUBJECT TO THE  INVESTMENT  COMPANY ACT OF 1940,  WHICH WOULD
RESULT IN SIGNIFICANT REGISTRATION AND COMPLIANCE COSTS

         We do not believe  that our company  will be subject to the  Investment
Company Act of 1940  because we will not be engaged in the business of investing
or trading in securities.  If we engage in business combinations in which we end
up holding  passive  investment  interests in a number of entities,  we could be
subject to regulation  under the Investment  Company Act of 1940. In such event,
we would be required to register as an investment  company and could be expected
to incur significant registration and compliance costs.

         HOLDERS OF RESTRICTED STOCK WILL NOT BE  ALLOWED TO SELL SUCH STOCK FOR
90 DAYS

         Much  of  our   outstanding   common  stock   constitutes   "restricted
securities" under Rule 144 promulgated under the 1933 Act. Restricted securities
are  securities  acquired  from an  issuer  or an  affiliate  of an  issuer in a
transaction not involving a public offering  (i.e., a private  placement).  Such
securities  may be sold in  accordance  with  Rule  144.  Our  company  became a
"reporting"  company on or about  April 24,  2000,  and is now  required to file
periodic reports with the Securities and Exchange  Commission.  Pursuant to Rule
144, a reporting  company must be subject to the  reporting  requirements  for a
period of at least 90 days immediately prior to a sale of restricted securities.
As such,  holders of restricted  securities will not be able to rely on Rule 144
to sell restricted  securities for a 90-days, or until July 24, 2000. Even after
the expiration of this 90-day  period,  holders of restricted  securities  must,
prior to selling such  securities,  present our company with a legal  opinion in
satisfactory  form stating that such  securities may be sold in reliance on Rule
144.

         OUR COMMON STOCK MAY BE DEEMED TO BE "PENNY STOCK"

         Our  common  stock may be  deemed  to be "penny  stock" as that term is
defined in Rule 3a51-1  promulgated  under the Securities  Exchange Act of 1934.
Penny stocks are stock:

         o With a price of less than $5.00 per share;
         o That  are not  traded  on a "recognized" national exchange;

         o Whose prices are not quoted on the Nasdaq automated  quotation system
           (Nasdaq  listed  stock must still have a price of not less than $5.00
           per share); or

         o In issuers  with net  tangible  assets less than $2.0 million (if the
           issuer has been in continuous  operation for at least three years) or
           $5.0 million (if in continuous  operation for less than three years),
           or with average revenues of less than $6.0 million for the last three
           years.

         Broker/dealers   dealing  in  penny  stocks  are  required  to  provide
potential  investors  with a  document  disclosing  the  risks of penny  stocks.
Moreover,  broker/dealers  must determine whether an investment in a penny stock
is a suitable investment. These requirements may reduce the potential market for
our common stock by reducing the number of potential investors. This may make it


                                       4
<PAGE>

more  difficult for  investors in our common stock to resell their shares.  This
could cause our stock price to decline.

PART II

OTHER INFORMATION.
-----------------

ITEM 1.  LEGAL PROCEEDINGS.
         -----------------

         We are not aware of any legal proceedings involving our company.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.
         -----------------------------------------

         (a), (b) and (d)  None.

         (c)  SALES OF UNREGISTERED SECURITIES.

         On July 11, 1997, in connection  with the formation of our company,  we
issued  5,000,000  shares of common stock to thirty-five  individuals  for total
consideration of $2,000 of services provided by such individuals.

         On April 10, 2000, in  connection  with the  acquisition  of all of the
outstanding capital stock of USWEBAUCTIONS,  Inc., we issued 9,734,000 shares of
common stock to the two former shareholders of USWEBAUCTIONS, Inc.

         With respect to the sale of unregistered  securities  referenced above,
these transactions were exempt from registration pursuant to Section 4(2) of the
Securities  Act of  1933,  and  Regulation  D  promulgated  thereunder.  In each
instance,  the  purchaser  had access to  sufficient  information  regarding our
company so as to make an informed investment decision.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
         ----------------------------------------------------

         On February 23, 2000, by written consent in lieu of a special  meeting,
Earl T.  Ingarfield,  the  shareholder  holding a  majority  of the  issued  and
outstanding  shares of common stock of our company,  elected himself to serve as
the  sole  director  of  our  company  until  the  next  annual  meeting  of the
shareholders.  The former sole  director of our company  resigned  his office in
connection  with the sale of the  majority of his shares of common  stock in our
company to Earl T. Ingarfield.  Earl T. Ingarfield filled the vacancy created by
such resignation.

         Also,  on February  23, 2000,  by written  consent in lieu of a special
meeting,  Earl T.  Ingarfield,  as sole director and the  shareholder  holding a
majority of the issued and  outstanding  shares of common  stock of our company,
took the following action:

         (a) Earl T. Ingarfield was elected to serve as the President of our
company;

         (b) Jerry Busiere was elected to serve as the Secretary of our company;

         (c) Articles  of  Amendment  to  the  Articles  of  Incorporation  were
adopted,  which increased the authorized  capital stock to 60,000,000 shares, of
which  50,000,000  shares were designated as common stock and 10,000,000  shares
were designated as preferred stock; and

         (d) Bylaws of our company were adopted.



                                       5
<PAGE>

         All of the matters  specified  above were  approved by the  affirmative
vote of 4,867,000  shares of common  stock.  The remaining  133,000  outstanding
shares of common  stock did not vote in  connection  with the matters  specified
above.

         On April 20,  2000,  by written  consent in lieu of a special  meeting,
Earl T. Ingarfield,  as sole director,  and the shareholders  (including Earl T.
Ingarfield)  holding a majority of the issued and  outstanding  shares of common
stock of our company,  approved the merger of USWA with and into our company. We
will be the surviving  corporation in the merger. Upon the effective date of the
merger,  the name of our company  will be changed to  USWEBAUCTIONS,  Inc.  This
matter was  approved  by the  affirmative  vote of  14,601,000  shares of common
stock.  The remaining  133,000 shares of common stock did not vote in connection
with this matter.

ITEM 5.  OTHER INFORMATION.
         -----------------

         Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.
         --------------------------------

(a)               EXHIBITS.

<TABLE>
<CAPTION>
  EXHIBIT
    NO.       DESCRIPTION                                      LOCATION
    ---       -----------                                      --------
    <S>       <C>                                              <C>
    2.01      Stock Purchase Agreement dated as of January     Incorporated by reference to Exhibit 2.01 to our
              27, 2000 among our company, Lido Capital         company's Registration Statement on Form 10-SB
              Corporation, Eric P. Littman and Dennis Sturm    filed with the Securities and Exchange Commission
                                                               on February 24, 2000.

    2.02      Stock Purchase Agreement dated as of April 10,   Provided herewith.
              2000, among our company, USWEBAUCTIONS, Inc.,
              Jon Kochevar, and John Allen.

    2.03      Articles of Merger dated as of April 21, 2000    Provided herewith.
              of USWEBAUCTIONS, Inc. into our company,
              together with the Plan of Merger

    3.01      Articles of Incorporation filed on July 10,      Incorporated by reference to Exhibit 3.01 to our
              1997 with the Florida Secretary of State         company's Registration Statement on Form 10-SB
                                                               filed with the Securities and Exchange Commission
                                                               on February 24, 2000.

    3.02      Articles of Amendment to Articles of             Incorporated by reference to Exhibit 3.02 to our
              Incorporation                                    company's Registration Statement on Form 10-SB
                                                               filed with the Securities and Exchange Commission
                                                               on February 24, 2000.

    3.03      Bylaws                                           Incorporated by reference to Exhibit 3.03 to our
                                                               company's Registration Statement on Form 10-SB
                                                               filed with the Securities and Exchange Commission
                                                               on February 24, 2000.

   10.01      Executive Employment Agreement dated as of       Provided herewith.
              April 10, 2000 between our company and John
              Allen


   10.02      Executive Employment Agreement dated as of       Provided herewith.
              April 10, 2000 between our company and Jon
              Kochevar


                                       6
<PAGE>

  EXHIBIT
    NO.       DESCRIPTION                                      LOCATION
    ---       -----------                                      --------
    <S>       <C>                                              <C>
   11.01      Statement re: Computation of Earnings            Not Applicable.
   15.01      Letter on Unaudited Interim Financial            Provided herewith.
              Information

   16.01      Letter on Change in Certifying Accountant        Not Applicable.
   21.01      Subsidiaries of our company                      Not Applicable.
   23.01      Consent of Independent Accountants               Not Applicable.
   24.01      Power of Attorney                                Not Applicable.
   27.01      Financial Data Schedule                          Provided herewith.
</TABLE>


(b)  REPORTS ON FORM 8-K.

         None. On April 10, 2000,  our company  acquired all of the  outstanding
capital stock of USWEBAUCTIONS, Inc. We intend to file a Form 8-K regarding this
transaction as soon as practicable.

                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Date:    May 22, 2000                           AUGUST PROJECT 1 CORP.

                                                By:  /s/ Jerry Busiere
                                                   ----------------------------
                                                   Jerry Busiere, Secretary







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