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, 2001

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

               For the transition period from _______ to _______.

                          Commission File No. 000-29689

                               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,
Sarasota, Florida                          34236
----------------------------------         -----
(Address of Principal Executive            (Zip Code)
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 9,680,100 shares of Common Stock outstanding as of May 15, 2001.





<PAGE>




PART I


Financial Information.
----------------------


Item 1.    Financial Statements.
           --------------------





                                       2
<PAGE>













                               USWEBAUCTIONS, INC.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                      March 31, 2001 and December 31, 2000






<PAGE>




                               USWEBAUCTIONS, INC.
                          (A Development Stage Company)
                                 Balance Sheets
<TABLE>
<CAPTION>
                                                       ASSETS
                                                       ------
                                                                                      March 31,             December 31,
                                                                                        2001                    2000
                                                                                     -----------            ------------
                                                                                     (Unaudited)
CURRENT ASSETS

<S>                                                                               <C>                      <C>
   Cash                                                                           $       --               $       --
                                                                                    --------------        -----------------
     Total Current Assets                                                                 --                       --
                                                                                    --------------        -----------------
OTHER ASSETS

   Note receivable - related party (Note 3)                                               --                  563,152
   Interest receivable - related party (Note 3)                                           --                   53,174
                                                                                    --------------        -----------------
     Total Other Assets                                                                   --                  616,326
                                                                                    --------------        -----------------
     TOTAL ASSETS                                                                 $       --              $   616,326
                                                                                    ==============        =================

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

CURRENT LIABILITIES

   Accounts payable                                                               $     48,207           $     75,988
   Bank overdraft                                                                       12,958                 12,905
                                                                                    --------------       -----------------
     Total Current Liabilities                                                          61,165                 88,893
                                                                                    --------------       -----------------
STOCKHOLDERS' EQUITY

   Preferred stock authorized: 10,000,000 preferred shares
     at $0.001 par value; -0- shares issued and outstanding                               --                       --
   Common stock authorized: 50,000,000 common shares
     at $0.001 par value; 9,680,100 and 9,930,100 shares
     issued and outstanding, respectively                                                9,680                  9,930
   Capital in excess of par value                                                    1,102,345              1,164,595
   Stock subscription receivable                                                      (500,000)              (500,000)
   Deficit accumulated during the development stage                                   (673,190)              (147,092)
                                                                                  --------------       -----------------
     Total Stockholders' Equity                                                        (61,165)               527,433
                                                                                  --------------       -----------------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                    $       --            $    616,326
                                                                                  ==============       =================
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                       4
<PAGE>


                               USWEBAUCTIONS, INC.
                          (A Development Stage Company)
                            Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                   From
                                                                   For the                       Inception on
                                                              Three Months Ended                   July 10,
                                                                  March 31,                      1997 Through
                                                       -------------------------------            March 31,
                                                          2001                  2000                2001
                                                          ----                  ----                ----

<S>                                                    <C>                <C>            <C>
REVENUES                                               $       --         $        --    $            --

EXPENSES

   Bad debt                                                23,333                  --             23,333
   General and administrative                             502,765              25,000            703,031
                                                        ---------              ------            -------

     Total Expenses                                       526,098              25,000            726,364
                                                        ---------              ------            -------
LOSS FROM OPERATIONS                                     (526,098)            (25,000)          (726,364)
                                                        ---------              ------            -------
OTHER INCOME

   Interest income                                             --                  --             53,174
                                                        ---------              ------            -------
     Total Other Income                                        --                  --             53,174
                                                        ---------              ------            -------
NET LOSS                                              $  (526,098)        $   (25,000)          (673,190)
                                                      ===========         ============          =========

BASIC LOSS PER SHARE                                  $     (0.05)        $     (0.01)
                                                      ===========         ============
WEIGHTED AVERAGE NUMBER OF
   SHARES                                               9,930,000           5,000,000
                                                      ===========         ============
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                       5
<PAGE>
                               USWEBAUCTIONS, INC.
                          (A Development Stage Company)
                       Statements of Stockholders' Equity
             From Inception on July 10, 1997 Through March 31, 2001

<TABLE>
<CAPTION>
                                                                                                                     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 on June 10, 2000          3,060,000            3,060            761,940          (500,000)               --

Common stock issued for cash at $0.25
   per share on September  21, 2000
                                             1,800,000            1,800            448,200                --                --

Stock offering costs                                --               --            (60,000)               --                --

Common stock issued for cash at $0.25
   per share on October 19, 2000
                                                50,100               50             12,475                --                --
Common stock issued for cash at
   $0.25 per share on October 31, 2000
                                                20,000               20              4,980                --                --
Net loss for the year ended
   December 31, 2000
                                                    --               --                 --                --          (145,092)
                                            -----------       -----------       -----------        -----------      -----------
Balance, December 31, 2000                   9,930,100           $9,930         $1,164,595         $(500,000)        $(147,092)


    The accompanying notes are an integral part of these financial statements

                                       6
<PAGE>



                              USWEBAUCTIONS, INC.
                         (A Development Stage Company)
                 Statements of Stockholders' Equity (Continued)
             From Inception on July 10, 1997 Through March 31, 2001


                                                                                                                     Deficit
                                                                                                                   Accumulated
                                                   Common Stock                  Additional         Stock          During the
                                            --------------------------           Paid-In         Subscription      Development
                                            Shares              Amount           Capital          Receivable          Stage
                                            ------              ------           -------          ----------          -----

Balance, December 31, 2000                  9,930,100        $   9,930          $1,164,595        $   (500,000)      $  (147,092)

Cancellation of stock at $2.00 per
   share on March 31, 2001 (unaudited)       (250,000)            (250)            (62,250)                 --                --

Net loss for the three months
   ended March 31, 2001 (unaudited)                --               --                  --                  --          (526,098)
                                           -----------      -----------         -----------         -----------       -----------

Balance, March 31, 2001 (unaudited)           9,680,100        $   9,680        $1,102,345       $   (500,000)       $  (673,190)
                                           ===========      ===========         ===========         ===========       ===========
</TABLE>




















    The accompanying notes are an integral part of these financial statements


                                       7
<PAGE>

                               USWEBAUCTIONS, INC.
                          (A Development Stage Company)
                            Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                                       From
                                                                                              For the              Inception on
                                                                                      Three Months Ended           July 10,
                                                                                          March 31,              1997 Through
                                                                              ----------------------------         March 31,
                                                                               2001              2000               2001
                                                                               ----              ----               ----

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                         <C>             <C>                <C>
   Net loss                                                                 $ (526,098)     $    (25,000)      $   (673,190)
   Adjustments to reconcile net loss to net cash used by operating
     activities:
       Issuance of stock for services                                               --                --              2,000
       Decrease in notes payable for services rendered                         440,926                --            440,926
     Changes in operating assets and liability accounts:
       (Increase) decrease in interest receivable                               53,174                --                 --
       Increase in bank overdraft                                                   53                --             12,958
       Increase (decrease) in accounts payable                                  31,945                --            107,933
                                                                           -----------            ---------         -------

         Net Cash (Used) by Operating Activities                                    --           (25,000)          (109,373)
                                                                           -----------            ---------         -------
CASH FLOWS FROM INVESTING ACTIVITIES                                                --                --                 --
                                                                           -----------            ---------         -------
CASH FLOWS FROM FINANCING ACTIVITIES

   Cash loaned on notes receivable - related party                                  --                --           (707,152)
   Cash received on notes receivable - related party                                --            25,000            144,000
   Stock offering costs                                                             --                --            (60,000)
   Issuance of stock for cash                                                       --                --            732,525
                                                                           -----------            ---------         -------
     Net Cash Provided by Financing Activities                                      --            25,000            109,373
                                                                           -----------            ---------         -------
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
   Stock subscription receivable                                            $       --                --       $    500,000
   Cancellation of common stock                                             $   62,500      $         --       $     62,500
   Payment of accounts receivable by related parties                        $   57,726      $         --       $     59,726


    The accompanying notes are an integral part of these financial statements

</TABLE>

                                       8
<PAGE>


                               USWEBAUCTIONS, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements

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.  On April 20,  2000,  the
               Company's name was changed to USWEBAUCTIONS,  Inc., in connection
               with a failed  acquisition  of  USWEBAUCTIONS,  INC.,  a  private
               company.  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

               No provision for federal  income taxes has been made at March 31,
               2001 due to  accumulated  operating  losses.  The  minimum  state
               franchise tax has been accrued.

               The  Company  has  accumulated   approximately  $670,000  of  net
               operating  losses  as of March  31,  2001,  which  may be used to
               reduce  taxable  income and income taxes in future years  through
               2020.  The use of these losses to reduce future income taxes will
               depend on the  generation of sufficient  taxable  income prior to
               the  expiration  of  the  net  operating  loss  carryforwards  of
               $670,000.

               In the event of certain changes in control of the Company,  there
               will be an annual  limitation on the amount of net operating loss
               carryforwards  which can be used.  The  potential tax benefits of
               the net operating loss carryforwards of $670,000 have been 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.


                                       9
<PAGE>


                               USWEBAUCTIONS, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements

NOTE 1 -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

f.         Basic Loss per Share

               The following is an  illustration  of the  reconciliation  of the
               numerators  and   denominators   of  the  basic  loss  per  share
               calculation:

<TABLE>
<CAPTION>
                                                                                      For the
                                                                                 Three Months Ended
                                                                                       March 31,
                                                                                      ---------
                                                                               2000              2001
                                                                               ----              ----
                                                                            (Unaudited)      (Unaudited)

<S>                                                                       <C>              <C>
                 Net loss (numerator)                                     $  (526,098)     $    (25,000)

                 Weighted average shares outstanding (denominator)          9,930,000         5,000,000
                                                                          -----------      ------------

                 Basic loss per share                                     $     (0.05)     $      (0.01)
                                                                          ===========      ============


</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.

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
               raise additional  funds through private  placements and 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

               In September  2000,  the Company  raised  approximately  $450,000
               (less offering  expenses of approximately  $60,000) from the sale
               of 1,800,000  shares of common stock.  All of these proceeds were
               loaned to Lido Capital Corporation, which is owned and controlled
               by Earl T. Ingarfield,  the president of the Company. The loan to
               Lido Capital Corporation was unsecured, due on demand, and was to
               accrue  interest at the rate of 10% per annum. On March 31, 2001,
               Lido  Capital  Corporation  repaid  a  portion  of  this  loan by
               tendering  250,000  shares of common  stock to the  Company.  The
               remaining  portion  of  the  loan  was  repaid  in  the  form  of
               consulting  services  provided  by Lido  Capital  Corporation  in
               connection with the proposed merger with A-1 Cellular, Inc.


                                       10
<PAGE>


                               USWEBAUCTIONS, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements

NOTE 4 -   CANCELLATION OF PROPOSED MERGER

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


NOTE 5 -   STOCK TRANSACTIONS

               On June 10, 2000, the Company issued  3,060,000  shares of common
               stock  valued at $0.25 per share for cash.  At December 31, 2000,
               the Company has received  $261,940  and has a stock  subscription
               receivable for $500,000.

               On September 21, 2000,  the Company  issued  1,800,000  shares of
               common  stock  valued at $0.25 per  share for cash.  The  Company
               received $450,000 and paid stock offering costs of $60,000.

               On October 19, 2000,  the Company  issued 50,100 shares of common
               stock valued at $0.25 per share for cash and received $12,525.

               On October 31, 2000,  the Company  issued 20,000 shares of common
               stock valued at $0.25 per share for cash and received $5,000.

               On March 31, 2001, the Company  canceled 250,000 shares of common
               stock valued at $0.25 per share and reduced accounts  receivables
               from related parties.








                                       11
<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) our company's future financing plans and (d) 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  any  industry  in  which  the  company  enters,  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 our  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 Eric Littman, our controlling
shareholder at the time. As previously  reported,  in April 2000, we acquired by
merger USWebauctions, Inc. ("USWA"), in which our company adopted the same name.
On July 13, 2000, the acquisition was rescinded.

     Since the rescission,  we have been active in seeking  potential  operating
businesses and business opportunities,  with the intent to acquire or merge with
such  businesses.  On February 5, 2001,  our company  entered into a non-binding
Memorandum  of  Understanding  to merge with A-1  Cellular,  Inc.,  an operating
business.  This transaction is subject to a number of  contingencies,  including
completion  of due  diligence  reviews by all  parties  and  negotiation  of the
transaction  documents.  There  can be no  assurance  that we will  successfully
consummate  this merger  transaction  or negotiate  the  definitive  transaction
documents on terms  favorable to our  company.  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.

     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 may result in our
shareholders losing a controlling interest in our company.

     Balance Sheet. At March 31, 2001, we had total assets of  approximately  $0
and had current liabilities of approximately $61,165.

     Income  Statement.  We have not had any revenue since  inception.  Our main
operating  expenses  consist  of the  costs  of  complying  with  the  reporting
requirements of the Securities Act of 1933, including legal and accounting fees.


                                       12
<PAGE>

For the quarter  ended March 31,  2001,  we recorded  approximately  $502,765 in
general and administrative  expenses.  For the quarter ended March 31, 2001, our
net loss was approximately $526,098.

Plan of Operation

     Cash  Requirements.  Our cash  requirements  consist  primarily of employee
salaries, rent, professional fees and related expenses. As of March 31, 2001, we
had cash-on-hand of $0. Since inception,  our cash requirements have been met by
a  combination  of loans  from  management  and the  sale of  common  stock.  In
September  2000,  our  company  raised  approximately  $450,000  (less  offering
expenses of  approximately  $60,000)  from the sale of  1,800,000  shares of our
company  stock.  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. See "Changes in Securities and Use of Proceeds." All of these
proceeds were loaned to Lido Capital Corporation,  which is owned and controlled
by Earl T.  Ingarfield,  the president of our company.  The loan to Lido Capital
Corporation was unsecured, due on demand, and was to accrue interest at the rate
of 10% per annum. On March 31, 2000, Lido Capital  Corporation  repaid a portion
of this loan by tendering  250,000  shares of common  stock to the company.  The
remaining  portion  of the loan was  repaid in the form of  consulting  services
provided by Lido Capital Corporation in connection with the proposed merger with
A-1 Cellular, Inc.

     Our existing cash resources,  including cash loaned to related parties, are
anticipated  to satisfy our cash  requirements  for twelve (12) months unless an
acquisition is consummated sooner. In such event,  additional cash resources may
be required to fund the operations of the acquired business.

     Our company intends to register these securities  (approximately  1,800,000
shares of common stock) and any additional  securities  sold by our company with
the Securities and Exchange  Commission as soon as reasonably  practicable after
the  consummation  of a  transaction  with an  operating  company.  See "Certain
Business Risk Factors - Sales of common stock by private placement investors may
cause our stock price to decline."

     Changes in Number of Employees. The company does not have any employees. We
are currently  reviewing our personnel needs for 2001 and beyond. As of the date
hereof,  we do not anticipate  hiring any employees until we consummate a merger
or acquisition with an operating business.

Going Concern Opinion

     Our independent auditors have added an explanatory paragraph to their audit
opinions issued in connection with the 2000 and 1999 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 our
inception on July 10, 1997.  In addition,  we have limited  assets and 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 our operating  costs and to allow us 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.

                                       13
<PAGE>

     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.

     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 our 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 ten 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.



                                       14
<PAGE>

     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  may  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
its 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
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 time 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  certain
shareholders  with the Securities and Exchange  Commission as soon as reasonably
practicable  after the consummation of a transaction with an operating  company.
This  registration  statement will permit such 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.

                                       15
<PAGE>

     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  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.






                                       16
<PAGE>


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), (c) and (d) None.


Item 3.    Defaults Upon Senior Securities.
           -------------------------------

     Not applicable.

Item 4.    Submission of Matters to a Vote of Security Holders.
           ---------------------------------------------------

     Not applicable.

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>                                      <C>
      2.01   Stock Purchase  Agreement  dated as      Incorporated    by   reference   to
             of  January   27,  2000  among  our      Exhibit   2.01  to  our   company's
             company,  Lido Capital Corporation,      Registration   Statement   on  Form
             Eric P. Littman and Dennis Sturm         10-SB filed with the Securities and
                                                      Exchange Commission on February 24,
                                                      2000.

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

                                       17
<PAGE>


      2.03   Articles  of  Merger  dated  as  of      Incorporated    by   reference   to
             April  21,  2000 of  USWEBAUCTIONS,      Exhibit   2.03  to  our   company's
             Inc.  into  our  company,  together      quarterly  report  on  Form  10-QSB
             with the Plan of Merger                  filed  with  the   Securities   and
                                                      Exchange  Commission  on August 21,
                                                      2000.

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

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

     4.01   Instruments  defining the rights of       Not applicable.
            holders, incl. indentures

    10.01   Material Contracts                        Not applicable.

    11.01   Statement re: Computation of              Not applicable.
            Earnings

    15.01   Letter on  Unaudited Interim              Not applicable.
            Financial Information

    16.01   Letter on Change in Certifying            Not applicable.
            Accountant

    18.01   Letter on Change in Accounting            Not applicable.
            Principles

    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                   Not applicable.

    (b)     REPORTS ON FORM 8-K.

            No reports on Form 8-K were filed during the quarterly  period ended
            March 31, 2001.

</TABLE>


                                       18
<PAGE>



                                   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 23, 2001                    USWEBAUCTIONS, INC.



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