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 JUNE 30, 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

                               USWEBAUCTIONS,INC.
                               ------------------
                 (Name of Small Business Issuer in Its Charter)

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

22 SOUTH LINKS AVENUE, STE. 204                            34236
-------------------------------                          (Zip Code)
SARASOTA, FLORIDA
-----------------
(Address of Principal
Executive Offices)

                                 (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 |X| No | |

        There were  14,734,000  shares of Common Stock  outstanding as of August
17, 2000.


<PAGE>


PART I

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

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





                               USWEBAUCTIONS, INC.
                     (FORMERLY AUGUST PROJECT 1 CORPORATION)

                              FINANCIAL STATEMENTS

                       JUNE 30, 2000 AND DECEMBER 31, 1999


<PAGE>


<TABLE>
<CAPTION>

                                    USWEBAUCTIONS, INC.
                          (FORMERLY AUGUST PROJECT 1 CORPORATION)
                               (A Development Stage Company)
                                      Balance Sheets

                                          ASSETS
                                          ------

                                                      June 30,         December 31,
                                                        2000               1999
                                                  ----------------   ----------------
<S>                                               <C>                <C>

CURRENT ASSETS

   Cash                                           $        30,959     $            --
                                                  ----------------    ---------------

      Total Current Assets                                 30,959                  --
                                                  ----------------

OTHER ASSETS

   Note receivable - related party - net (Note 3)         178,530                  --
                                                  ----------------    ---------------

      Total Other Assets                                  178,530                  --
                                                  ----------------    ---------------

      TOTAL ASSETS                                $       209,489     $            --
                                                  ================    ===============


                           LIABILITIES AND STOCKHOLDERS' EQUITY
                           ------------------------------------

CURRENT LIABILITIES

   Accounts payable                               $        41,737     $            --
                                                  ----------------    ---------------

      Total Current Liabilities                            41,737                  --
                                                  ----------------    ---------------

STOCKHOLDERS' EQUITY

      Common stock authorized:  50,000,000 common
        shares at $0.001 par value; 8,060,000 and
        5,000,000 shares issued and outstanding             8,060               5,000
      Capital in excess of par value                      758,940             (3,000)
      Stock subscription receivable                     (500,000)                  --
      Deficit accumulated during the
        development stage                                (99,248)             (2,000)
                                                  ----------------    ---------------

      Total Stockholders' Equity                        (167,752)                  --
                                                  ----------------    ---------------

      TOTAL LIABILITIES AND STOCKHOLDERS'
      EQUITY                                      $       209,489     $            --
                                                  ================    ===============

</TABLE>


                                            F-2
<PAGE>


<TABLE>
<CAPTION>

                                    USWEBAUCTIONS, INC.
                          (FORMERLY AUGUST PROJECT 1 CORPORATION)
                               (A Development Stage company)
                                 Statements of Operations
                                        (Unaudited)


                                                                            From
                                                                         Inception
                          For the Three Months    For the Six Months    on July 10, 1997
                             Ended June 30,         Ended June 30,          through
                          ----------------------  ----------------------  June 30,
                            2000        1999        2000        1999         2000
                          ----------  ----------  ----------  ----------  -----------
<S>                         <C>           <C>        <C>          <C>         <C>

REVENUES                    $     --      $   --     $    --      $   --      $    --

EXPENSES

  General and
   administrative            72,828           --      97,828          --       99,828
                          ----------  ----------  ----------  ----------  -----------

   Total Expenses            72,828           --      97,828          --       99,828
                          ----------  ----------  ----------  ----------  -----------

OTHER (EXPENSE) INCOME

  Interest income               580           --         580          --          580
                          ----------  ----------  ----------  ----------  -----------

   Total Other (Expense)
      Income                    580           --         580          --          580
                          ----------  ----------  ----------  ----------  -----------

NET LOSS                  $(72,248)      $    --  $ (97,248)    $     --    $(99,248)
                          ==========  ==========  ==========  ==========  ===========

BASIC LOSS PER SHARE       $ (0.01)     $   0.00   $  (0.02)    $ (0.00)
                          ==========  ==========  ==========  ==========

WEIGHTED AVERAGE
   NUMBER OF SHARES       5,672,527    5,000,000  5,336,264   5,000,000
                          ==========  ==========  ==========  ==========

</TABLE>


                                            F-3
<PAGE>


<TABLE>
<CAPTION>


                                              USWEBAUCTIONS, INC.
                                    (FORMERLY AUGUST PROJECT 1 CORPORATION)
                                         (A Development Stage Company)
                                 Statements of Stockholders' Equity (Deficit)
                             From Inception on July 10, 1997 Through June 30, 2000



                                                                                                Deficit
                                                                                              Accumulated
                                           Common Stock          Additional    Stock          During the
                                         -----------------        Paid-in    Subscription      Development
                                         Shares     Amount        Capital    Receivable          Stage
                                         ------     ------      ----------- ------------      -----------
<S>                                      <C>         <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)

Common stock issued for cash
  at $0.25 per share (unaudited)         3,060,000      3,060     761,940     (500,000)               --

Net loss for the six months
  ended June 30, 2000 (unaudited)               --         --          --            --         (97,248)
                                        ----------   --------   ---------   -----------         --------
Balance, June 30, 2000 (unaudited)       8,060,000   $  8,060   $ 758,940   $ (500,000)      $  (99,248)
                                        ==========   ========   =========   ===========      ===========

</TABLE>


                                                      F-4
<PAGE>


<TABLE>
<CAPTION>


                                              USWEBAUCTIONS, INC.
                                    (FORMERLY AUGUST PROJECT 1 CORPORATION)
                                         (A Development Stage Company)
                                           Statements of Cash Flows
                                                  (Unaudited)


                                                                                               From Inception
                                                  For the                  For the               on July 10,
                                             Three Months Ended        Six Months Ended         1997 Through
                                                  June 30,                 June 30,               June 30,
                                            ---------------------      -------------------      -------------
                                               2000       1999           2000       1999            2000
                                            ---------   ---------      -------    --------      -------------
<S>                                        <C>         <C>          <C>          <C>              <C>

CASH FLOWS FROM OPERATING
  ACTIVITIES

   Net loss                                 $ (72,248)  $     --    $  (97,248)   $      --        $(99,248)
   Adjustments to reconcile net
     loss to net cash used by
     operating activities:
      Issuance of stock for services                --        --             --          --            2,000
     Changes in operating assets and
     liability accounts:
     (Increase) decrease in notes
       receivable - related party            (178,530)        --      (178,530)          --        (178,530)
     Increase (decrease) in
       accounts payable                         41,737        --         41,737          --           41,737
     Increase (decrease) in notes
       payable - related party                (25,000)        --             --          --               --
                                             ---------   -------      ---------    --------
      Net Cash (Used) by
        Operating Activities                 (234,041)        --      (234,041)          --        (234,041)
                                             ---------   -------      ---------    --------        ---------

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

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

   Issuance of stock for cash                  265,000        --        265,000          --          265,000
                                             ---------   -------      ---------    --------        ---------

   Net Cash Provided by
     Financing Activities                      265,000        --        265,000          --          265,000
                                             ---------   -------      ---------    --------        ---------

NET INCREASE (DECREASE) IN
CASH                                            30,959        --         30,959          --           30,959

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

CASH AT END OF PERIOD                       $   30,959  $     --         30,959   $      --       $   30,959
                                             ---------   -------      ---------    --------        ---------

CASH PAYMENTS FOR:

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

SCHEDULE OF NON-CASH
  FINANCING ACTIVITIES

   Common stock issued for
    services                                $       --  $     --    $       --    $      --       $    2,000
   Stock subscription receivable            $  500,000  $     --    $  500,000    $      --       $  500,000

</TABLE>


                                                      F-5
<PAGE>


                               USWEBAUCTIONS, INC.
                     (FORMERLY AUGUST PROJECT 1 CORPORATION)
                          (A Development Stage Company)
                          Notes to Financial Statements
                       June 30, 2000 and December 31, 1999

NOTE 1 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         a. Organization

         August  Project I 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 June 30, 2000, the Company had net operating loss  carryforwards  of
         approximately  $99,000 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-6
<PAGE>


                          AUGUST PROJECT I CORPORATION
                          (A Development Stage Company)
                          Notes to Financial Statements
                       June 30, 2000 and December 31, 1999

NOTE 1 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      f.  Basic Loss Per Share

                                     For the Six Months Ended
                                           June 30, 2000
                           ----------------------------------------------
                                Loss           Shares        Per Share
                             (Numerator)    (Denominator)     Amount
                           ---------------  -------------  --------------

         Net Loss            $   (97,248)      5,336,264     $    (0.02)
                           ===============  =============  ==============

                                     For the Six Months Ended
                                           June 30, 1999
                           ----------------------------------------------
                                Loss           Shares        Per Share
                             (Numerator)    (Denominator)     Amount

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

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

      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.

      h.  Unaudited Financial Statements

      The  accompanying  unaudited  financial  statements  include  all  of  the
      adjustments which, in the opinion of management,  are necessary for a fair
      presentation. Such adjustments are of a normal recurring nature.

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

      The Company has loaned a related party $178,530,  bearing interest at 10%,
      unsecured and due on demand.  This amount is shown net of an allowance for
      doubtful accounts of $35,325 and accrued interest of $580.

NOTE 4 -    CANCELLATION OF PROPOSED MERGER

      The  Company's  merger  with  USWEBAUCTIONS,  INC.  was  rescinded.  All
      of the shares issued have been cancelled and returned.


                                       F-7
<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 AND (E) OUR COMPANY'S  ANTICIPATED  NEEDS FOR
WORKING CAPITAL.  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 our company's  common stock to the former  shareholders  of
USWA.

        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 were the surviving  corporation
in the merger.  Upon the effective date of the merger, May 17, 2000, the name of
our corporation was changed to USWEBAUCTIONS, Inc.

        On July 13,  2000,  we entered into a  Rescission  Agreement  and Mutual
Release with the former shareholders of USWA, Jon Kochevar ("KOCHEVAR") and John
Allen ("ALLEN"), whereby Kochevar and Allen returned all 9,734,000 shares of our
common stock they received in the acquisition of all of the  outstanding  shares
of capital  stock of USWA  described  above in exchange for the return of all of
the assets owned by USWA prior to such acquisition.

        Since the  rescission of the USWA  acquisition on July 13, 2000, we have
been active in seeking potential operating businesses and business opportunities
with the intent to acquire  or merge with such  businesses.  We have been in the
development   stage  since  inception  and  have  undertaken   limited  business
operations  to date. As such, we are  considered a "shell"  corporation,  as our
principal  purpose is to locate and  consummate a merger or  acquisition  with a
private entity.  We have limited cash and no other material assets. We currently
do not have a source of revenue to cover operating costs to allow us to continue
as a going concern.  Accordingly,  our independent  accountants have included in
our financial statements a going concern qualification footnote.  Further, there
can be no  assurance  that we will have the  ability to acquire or merge with an
operating  business,  business  opportunity or property that will be of material
value to us.

        Our proposed business activities classify our company as a "blank check"
company.  Many states have enacted statutes,  rules and regulations limiting the
sale of securities of "blank check" companies in their respective jurisdictions.


                                        3
<PAGE>


        Any  business  combination  or  transaction  that we may enter into will
likely result in a significant issuance of stock and substantial dilution to our
present  shareholders.  A business combination or transaction will likely result
in our shareholders losing a controlling interest in our company.

        BALANCE  SHEET.  At June 30, 2000,  we had total assets of $0.02 million
and had current liabilities of $41,800.

        INCOME STATEMENT. We have not had any revenue since inception.  Prior to
the  acquisition  of USWA  and the  rescission  of such  acquisition,  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 June 30, 2000,  we recorded  $98,000 in
general and administrative expenses. Our net loss was $97,248.

PLAN OF OPERATION

        CASH  REQUIREMENTS.  As of June 30, 2000,  we had $31,000  cash-on-hand.
Since inception, our management has loaned money to our company in order to fund
our  business  operations.  Since March 31, 2000,  we have raised  approximately
$765,000  from the sale of  securities.  See "Changes in  Securities  and Use of
Proceeds."  Our company  intends to  register  these  securities  (approximately
3,100,000  shares of common  stock) and any  additional  securities  sold in our
company's  private offering with the Securities and Exchange  Commission as soon
as reasonably practicable.  See "Certain Business Risk Factors - Sales of common
stock by private  placement  investors may cause our stock price to decline." 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.  Our company believes that it needs to
raise  approximately  $735,000 in additional capital in order to meet these cash
requirements.

        We intend to acquire  assets or stock of an entity  actively  engaged in
business  in  exchange  for our  common  stock.  We have no  agreement  with any
business opportunity.

        CHANGES IN NUMBER OF EMPLOYEES.  We currently have 4 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 do not anticipate  hiring  numerous
employees  until  we  consummate  a  merger  or  acquisition  with an  operating
business.  We believe that our current  personnel will be adequate to accomplish
the task of identifying a merger or acquisition candidate.

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

                Administrative and Other
                    Support Positions               4
                                                ---------
                Total Employees                     4
                                                =========

LIQUIDITY AND CAPITAL RESOURCES

        As of June 30, 2000, we had $31,000 cash-on-hand. A discussion of how we
generated and used cash in the period follows:

        OPERATING  ACTIVITIES.  Our  operating  activities  used $98,000 in cash
during the six-month  period ended June 30, 2000.  This  consisted  primarily of
professional  fees in connection  with becoming a "reporting"  company under the
Securities  Act of 1933 and the  acquisition  of USWA and the rescission of such
acquisition.

        In order to meet our cash  requirements  over the next twelve months, we
intend to raise additional  capital from the continued sale of common stock in a


                                        4
<PAGE>


private  offering.  Our company  believes  that it needs to raise  approximately
$735,000 in capital in order to meet these cash requirements.

      As of June 30, 2000,  our company was owed $178,529 by Earl  Ingerfield or
corporations  controlled  by Mr.  Ingerfield.  These  amounts are payable to the
company upon demand.

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  operations  and 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  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 any business opportunity which may be acquired in the future. Because we have
not identified any such business opportunity,  the nature of our future business
operations,  if any, will be highly speculative.  There can be no assurance that
we will be  successful  in  acquiring  any business  opportunity,  and we cannot
predict  the type of  business  operations  any such  business  opportunity  may
conduct.  You should  consider the likelihood of our future success to be highly
speculative in view of our lack of operating  history,  as well as a lack of any
identifiable  business  opportunity.  Our  inability  to  acquire  an  operating
business in a timely manner or at all could cause a decline in our stock price.

        WE MAY  NOT BE  ABLE  TO  IDENTIFY  A  BUSINESS  OPPORTUNITY  DUE TO THE
SCARCITY OF AND COMPETITION FOR SUCH BUSINESS OPPORTUNITIES

        A large number of  established  and  well-financed  entities,  including
venture  capital firms,  are active in mergers and  acquisitions of a relatively
small number of suitable  business  opportunities.  Nearly all of these entities
have  significantly   greater  financial  resources,   technical  expertise  and
managerial  capabilities  than  we  do  and,  consequently,  we  will  be  at  a
competitive  disadvantage in identifying  possible  business  opportunities  and
successfully  completing  a business  combination.  Additional  competition  for
suitable  business  opportunities  comes from other  public  "shell"  companies,
similar to our  company.  Our  inability to identify and combine with a suitable
business  opportunity  could cause a decline in our stock  price,  and you could
lose money.

        WE HAVE NO  AGREEMENT  TO ENTER  INTO A  BUSINESS  COMBINATION  OR OTHER
TRANSACTION

        We have no agreement to acquire or merge with another entity,  and there
can be no assurance  that we will be successful in  identifying  and  evaluating
suitable business  opportunities or in consummating a business  combination.  If
identified  there  can be no  assurance  that we will  be  able to  negotiate  a
business  combination  on terms  favorable  to our company.  Management  has not
identified any particular  industry or specific  business within an industry for
evaluation by our company.  Moreover,  we have not  established  any criteria by
which to judge a business opportunity,  including a specific length of operating
history or level of  earnings,  assets or net worth.  Accordingly,  we may enter


                                        5
<PAGE>


into a business  combination with a business  opportunity  having no significant
operating history, losses, limited or no potential for earnings, limited assets,
negative net worth, or other negative characteristics.  Any of these factors may
cause a decline in our stock price, and you could lose money.

        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.  None of our  officers  has  entered  into a  written  employment
agreement with our company,  and none is expected to do so in the future.  We do
not maintain any key man life insurance.  Management is expected to devote about
10 hours per month to the present business of our company. As such, management's
ability to identify a suitable  business  opportunity  will be limited.  Despite
these factors, the loss of the services of these individuals,  particularly Earl
T.  Ingarfield,  will  jeopardize  our ability to  identify a suitable  business
opportunity  and  jeopardize  our ability to continue  operations.  This outcome
would likely cause our stock price to decline.

        OUR OPERATIONS LACK DIVERSIFICATION

        Our proposed  operations,  even if  successful,  will in all  likelihood
result in our engaging in a business  combination  with a business  opportunity.
Consequently,  our  activities  may be  limited  to those  engaged  in by such a
business opportunity. Our inability to diversify our activities into a number of
areas may subject us to economic  fluctuations  within a particular  business or
industry,  which may adversely impact our operations and result in a lower stock
price.

        MANAGEMENT MAY  PARTICIPATE IN BUSINESS  DEALINGS WHICH COMPETE WITH OUR
COMPANY

        Management  may in the future  participate  in business  dealings  which
compete with the  operations  of our company.  This may include the formation of
other  public  "shell"  companies,  in which event,  management  will be able to
choose which public  "shell"  company should acquire or merge with an identified
business  opportunity.  If our  company  acquires  or  merges  with  a  business
opportunity,  then management may have or develop other business  dealings which
compete with the operations of such business opportunity.  This may make it more
difficult for our company to identify a business  opportunity or materially harm
the  operations of such business  opportunity.  These events,  if realized,  may
cause our stock price to decline.

        HOLDERS  OF OUR  STOCK  SHOULD  EXPECT  A  CHANGE  IN  CONTROL  UPON THE
CONSUMMATION OF A BUSINESS COMBINATION, IF ANY

        If we are able to  consummate  a business  combination,  we expect to be
required to issue shares of stock to the shareholders of the target business. We
believe  this  stock  issuance  will  result in the  shareholders  of the target
business  obtaining a  controlling  interest in our company.  Any such  business
combination  may require our  management to sell or transfer all or a portion of
his stock in our company or resign as  officers  and  directors.  This change of
control would preclude  management's  participation in the future affairs of our
company.

        HOLDERS  OF OUR STOCK WILL BE DILUTED  UPON  CONSUMMATION  OF A BUSINESS
COMBINATION, IF ANY

        Upon consummation of a business combination,  if any, we expect to issue
new stock to the  shareholders  of the  target  business.  This will  reduce the
percentage  of stock  owned by our  shareholders,  and may result in a change of
control.  In such  event,  if the  price of our  stock  does not  increase  by a
corresponding amount, the value of the shareholders stock may decline.

        TARGETS WILL BE REQUIRED TO HAVE  AUDITED  FINANCIAL  STATEMENTS,  WHICH
REQUIREMENT MAY DELAY OR PRECLUDE AN ACQUISITION OR MERGER

        Any target  acquisition  or merger  candidate of our company will become
subject to the same reporting  requirements  as we are upon  consummation of any
merger  or  acquisition.  Thus,  in  the  event  we  successfully  complete  the


                                        6
<PAGE>


acquisition of or merger with an operating business,  such business must provide
audited  financial  statements for at least the two most recent fiscal years or,
in the event the  business  opportunity  has been in business  for less than two
years,  audited  financial  statements  will be  required  from  the  period  of
inception.  This could limit our potential target business  opportunities due to
the fact that many  private  business  opportunities  either do not have audited
financial  statements or are unable to produce audited  statements  without undo
time and expense.  One or more attractive  business  opportunities may choose to
forego the possibility of a business  combination with our company,  rather than
incur the expenses associated with preparing audited financial statements.

        THERE ARE DISADVANTAGES OF A BLANK CHECK OFFERING

        We may enter into a business  combination with an entity that desires to
establish a public  trading  market for its stock.  A business  opportunity  may
attempt to avoid what it deems to be adverse consequences of undertaking its own
public  offering by seeking a business  combination  with us. Such  consequences
include times delays of the registration process,  significant expenses incurred
in such undertaking or loss of voting control to public shareholders. You should
consider these motivations in determining whether to become a shareholder in our
company.

        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.

        SALE OF COMMON STOCK BY PRIVATE PLACEMENT INVESTORS MAY CAUSE OUR STOCK
PRICE TO DECLINE

         We intend to file a  registration  statement  on behalf of the  private
placement  shareholders  with the securities and exchange  commission as soon as
reasonably  practicable.  This  registration  statement will permit such private
placement shareholders to freely sell their shares of common stock into the open
market.  Such sales  without  corresponding  demand may cause our stock price to
decline.

        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;


                                        7
<PAGE>


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  are required to determine whether an investment in a penny stock
is a suitable  investment for a prospective  investor.  These  requirements  may
reduce  the  potential  market for our common  stock by  reducing  the number of
potential investors. This may make it more difficult for investors in our common
stock to resell  shares to third parties or to otherwise  dispose of them.  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.

        On July 13, 2000, in connection  with the rescission of the  acquisition
of all of the outstanding  capital stock of USWEBAUCTIONS,  Inc., the two former
shareholders of USWEBAUCTIONS, Inc. returned 9,734,000 shares of common stock to
our company.

        Between April 18, 2000 and June 30, 2000, our company sold subscriptions
to purchase  3,060,000  shares of our common stock at a price of $0.25 per share
for cash of $765,000. All of these shares were purchased by unrelated parties.

        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.


                                        8
<PAGE>


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

        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
were the surviving  corporation  in the merger.  Upon the effective  date of the
merger,  the name of our company was 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 27, 2000    Incorporated by reference to Exhibit 2.01 to our company's
                among our company, Lido Capital Corporation, Eric P.     Registration Statement on Form 10-SB filed with the
                Littman and Dennis Sturm                                 Securities and Exchange Commission on February 24, 2000.

     2.02       Stock Purchase Agreement dated as of April 10, 2000,     Incorporated by reference to Exhibit 2.02 to our company's
                among our company, USWEBAUCTIONS, Inc., Jon Kockevar,    Current  Report on Form 8-K filed with the  Securities and
                and John Allen                                           Exchange Commission on May 26, 2000.

     2.03       Articles of Merger dated as of April 21, 2000 of         Incorporated by reference to Exhibit 2.03 to our company's
                USWEBAUCTIONS, Inc. into our company, together with      Current Report on Form 8-K filed with the Securities and
                the Plan of Merger                                       Exchange Commission on May 26, 2000.

     2.04       Rescission Agreement and Mutual Release dated as of      Incorporated by reference to Exhibit 2.01 to our company's
                July 13, 2000 among our company, Jon Kochevar, and       Current Report on Form 8-K filed with the Securities and
                John Allen                                               Exchange Commission on July 13, 2000.

     3.01       Articles of Incorporation filed on July 10, 1997 with    Incorporated by reference to Exhibit 3.01 to our company's
                the Florida Secretary of State                           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 Incorporation       Incorporated by reference to Exhibit 3.02 to our 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.


                                                                  9
<PAGE>


    EXHIBIT
      NO.       DESCRIPTION                                              LOCATION
      ---       -----------                                              --------

    11.01       Statement re: Computation of Earnings                    Not Applicable.

    15.01       Letter on Unaudited Interim Financial Information        Not Applicable.

    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.

        Two reports on Form 8-K were filed  during the  quarterly  period  ended
June 30, 2000. On April 10, 2000,  our company  acquired all of the  outstanding
capital  stock  of  USWEBAUCTIONS,  Inc.  We  filed a Form  8-K  regarding  this
transaction on May 26, 2000.

        On July 13, 2000,  our company  entered into a Rescission  Agreement and
Mutual Release with the two former shareholders of USWEBAUCTIONS,  Inc., whereby
these individuals returned all the shares of our company's common stock received
by them in the acquisition of USWEBAUCTIONS,  Inc. in exchange for the return of
all of the assets owned by  USWEBAUCTIONS,  Inc. prior to such  acquisition.  We
filed a Form 8-K regarding this transaction on July 21, 2000.

                                   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:   August 18, 2000                        AUGUST PROJECT 1 CORP.


                                               By: /s/ Earl T. Ingarfield
                                                   ------------------------
                                                   Earl T. Ingarfield, President


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