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 SEPTEMBER 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. 000-29689

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

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

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

                                              (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 9,860,000 shares of Common Stock outstanding as of November 13,
2000.


<PAGE>


PART I

FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.














                               USWEBAUCTIONS, INC.
                     (FORMERLY AUGUST PROJECT I CORPORATION)
                          (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS
                    SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
























                                        2




<PAGE>


                                          USWEBAUCTIONS, INC.
                                (Formerly August Project I Corporation)
                                     (A Development Stage Company)
                                            Balance Sheets

<TABLE>
<CAPTION>
                                                ASSETS
                                                ------

                                                                September 30,           December 31,
                                                                    2000                    1999
                                                                -------------           ------------
                                                                 (Unaudited)
<S>                                                             <C>                     <C>

CURRENT ASSETS

   Cash                                                         $       2,349           $         --
                                                                -------------           ------------

        Total Current Assets                                            2,349                     --
                                                                -------------           ------------

OTHER ASSETS

   Note receivable - related party - net (Note 3)                     616,363                     --
                                                                -------------           ------------

        Total Other Assets                                            616,363                     --
                                                                -------------           ------------

        TOTAL ASSETS                                            $     618,712           $         --
                                                                =============           ============


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

CURRENT LIABILITIES

   Accounts payable                                             $      62,067           $         --
                                                                -------------           ------------

        Total Current Liabilities                                      62,067                     --
                                                                -------------           ------------

STOCKHOLDERS' EQUITY

   Common stock authorized: 50,000,000 common shares at
    $0.001 par value; 9,860,000 and 5,000,000 shares
    issued and outstanding                                              9,860                  5,000
   Capital in excess of par value                                   1,147,140                (3,000)
   Stock subscription receivable                                    (500,000)                      -
   Deficit accumulated during the development stage                 (100,355)                (2,000)
                                                                -------------           ------------

        Total Stockholders' Equity                                    556,645                     --
                                                                -------------           ------------

TOTAL LIABILITIES AND STOCKHOLDERS'
 EQUITY                                                         $     618,712           $         --
                                                                =============           ============
</TABLE>




                                        3
<PAGE>


                                          USWEBAUCTIONS, INC.
                                (Formerly August Project I Corporation)
                                     (A Development Stage Company)
                                       Statements of Operations
                                              (Unaudited)


<TABLE>
<CAPTION>
                                                                                                                From Inception
                                                    For the                           For the                     on July 10,
                                              Three Months Ended                 Nine Months Ended               1997 Through
                                                 September 30,                     September 30,                 September 30,
                                        --------------------------------    ---------------------------         --------------
                                              2000             1999             2000            1999                 2000
                                        -------------   ---------------     ------------    -----------         --------------
<S>                                     <C>             <C>                 <C>             <C>                 <C>

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

EXPENSES

    General and administrative                 10,913               --          108,741             --                110,741

        Total Expenses                         10,913               --          108,741             --                110,741

OTHER (EXPENSE) INCOME

    Interest income                             9,806               --           10,386             --                 10,386

        Total Other (Expense) Income            9,806               --           10,386             --                 10,386

NET LOSS                                $     (1,107)   $           --      $  (98,355)     $       --          $   (100,355)
                                        =============   ==============      ===========     ==========          =============

BASIC LOSS PER SHARE                    $      (0.00)   $       (0.00)      $    (0.02)     $   (0.00)
                                        =============   ==============      ===========     ==========
WEIGHTED AVERAGE NUMBER OF SHARES           6,974,035        5,000,000        6,309,927      5,000,000
                                        =============   ==============      ===========     ==========
</TABLE>









                                        4
<PAGE>


                                          USWEBAUCTIONS, INC.
                                (Formerly August Project I Corporation)
                                     (A Development Stage Company)
                             Statements of Stockholders' Equity (Deficit)
                      From Inception on July 10, 1997 Through September 30, 2000

<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 (unaudited)                 3,060,000            3,060        761,940         (500,000)              --

Common stock issued for cash at $0.25 per          1,800,000            1,800        448,200                --              --

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

Net loss for the nine months ended
    September 30, 2000 (unaudited)                        --               --               --              --         (98,355)
                                                ------------      -----------     ----------      ------------     -----------
Balance, September 30, 2000 (unaudited)            9,860,000   $         9,860    $  1,147,140     $  (500,000)    $  (100,355)
</TABLE>





                                                            5
<PAGE>


                                          USWEBAUCTIONS, INC.
                                (Formerly August Project I Corporation)
                                     (A Development Stage Company)
                                       Statements of Cash Flows
                                              (Unaudited)
<TABLE>
<CAPTION>
                                                                                                             From Inception on
                                                        For the                         For the                July 10, 1997
                                                   Three Months Ended              Nine Months Ended              Through
                                                     September 30,                   September 30,             September 30,
                                                  --------------------           ---------------------       -----------------
                                                   2000         1999                2000        1999                2000
                                                  ----------  --------           ----------  ---------       -----------------
<S>                                               <C>         <C>                <C>         <C>               <C>


CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                        $  (1,107)  $     --           $ (98,355)  $      --         $     (100,355)
  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                 (437,833)        --            (616,363)         --               (616,363)
    Increase (decrease) in accounts payable           20,330        --               62,067         --                  62,067
                                                  ----------  --------           ----------  ---------         ---------------
      Net Cash (Used) by Operating Activities      (418,610)        --            (652,651)         --               (652,651)
                                                  ----------  --------           ----------  ---------         ---------------

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

CASH FLOWS FROM FINANCING ACTIVITIES                      --                             --         --

  Stock offering costs                              (60,000)        --             (60,000)         --                (60,000)
  Issuance of stock for cash                         450,000        --              715,000         --                 715,000
      Net Cash Provided by Financing
         Activities                                  390,000        --              655,000         --                 655,000
                                                  ----------  --------           ----------  ---------         ---------------
NET INCREASE (DECREASE) IN CASH                     (28,610)        --                2,349         --                   2,349

CASH AT BEGINNING OF PERIOD                           30,959        --                   --         --                      --
                                                  ----------  --------           ----------  ---------         ---------------

CASH AT END OF PERIOD                             $    2,349  $     --           $    2,349  $      --         $         2,349
                                                  ==========  ========           ==========  =========         ===============
CASH PAYMENTS FOR:

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

SCHEDULE OF NON-CASH
    FINANCING ACTIVITIES:

  Common stock issued for services                $       --  $     --           $       --  $      --         $            --
  Stock subscription receivable                   $       --  $     --           $  500,000  $      --         $       500,000
</TABLE>



                                                            6
<PAGE>


                               USWEBAUCTIONS, INC.
                     (Formerly August Project I Corporation)
                          (A Development Stage Company)
                          Notes to Financial Statements
                    September 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.  On April 20, 2000, the Company's
              name was changed to  USWEBAUCTIONS,  INC. in  connection  with the
              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

              At  September  30,  2000,  the  Company  had  net  operating  loss
              carryforwards of approximately $100,000 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.





                                        7
<PAGE>


                               USWEBAUCTIONS, INC.
                     (Formerly August Project I Corporation)
                          (A Development Stage Company)
                          Notes to Financial Statements
                    September 30, 2000 and December 31, 1999

NOTE 1 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

              f.  Basic Loss Per Share
<TABLE>
<CAPTION>
                                          For the Nine Months Ended
                                             September 30, 2000
          --------------------------------------------------------------------------------------
          <S>                                    <C>                     <C>

                      Loss                           Shares                      Per Share
                   (Numerator)                   (Denominator)                     Amount
          -------------------------   -------------------------------    -----------------------
          $              (98,355)                  6,309,927              $              (0.02)
          =========================   ===============================    ========================

                                          For the Nine Months Ended
                                             September 30, 1999
          --------------------------------------------------------------------------------------
                      Loss                           Shares                      Per Share
                   (Numerator)                   (Denominator)                     Amount
          -------------------------   -------------------------------    -----------------------
          $                     --                 5,000,000              $              (0.00)
          =========================   ===============================    ========================
</TABLE>

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

              g.  Revenue Recognition

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

              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,
              management   has  committed  to  meeting  the  Company's   minimal
              operating expenses.



                                        8
<PAGE>


                               USWEBAUCTIONS, INC.
                     (Formerly August Project I Corporation)
                          (A Development Stage Company)
                          Notes to Financial Statements
                    September 30, 2000 and December 31, 1999

NOTE 3 -      RELATED PARTY TRANSACTION

              The Company has loaned related parties $616,363,  bearing interest
              at 10%,  unsecured and due on demand.  This amount is shown net of
              an allowance  for doubtful  accounts of $35,325  which  represents
              amounts  advanced to  USWEBAUCTIONS,  INC.,  a private  company in
              connection with the failed reverse merger, and accrued interest of
              $10,386.

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 September  30, 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.





























                                        9

<PAGE>



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

INTRODUCTORY STATEMENTS

      FORWARD-LOOKING  STATEMENTS AND  ASSOCIATED  RISKS.  THIS FILING  CONTAINS
FORWARD-LOOKING STATEMENTS,  INCLUDING STATEMENTS REGARDING, AMONG OTHER THINGS,
(A) OUR COMPANY'S PROJECTED SALES AND PROFITABILITY,  (B) OUR COMPANY'S BUSINESS
PLAN AND GROWTH STRATEGIES, (C) 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 its controlling  shareholder,
Eric  Littman.  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.  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 September 30, 2000, we had total assets of approximately
$618,712,  of which $2,349 were current assets,  and had current  liabilities of
approximately $62,067.

      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.
For the quarter ended September 30, 2000, we recorded  approximately  $10,913 in
general and  administrative  expenses.  These  expenses  were  mostly  offset by
interest income earned from the sale of our common stock in a private  offering.
For the quarter ended September 30, 2000, our net loss was approximately $1,107.



                                       10
<PAGE>

PLAN OF OPERATION

      CASH  REQUIREMENTS.  Our cash  requirements  consist primarily of employee
salaries,  rent,  professional  fees and related  expenses.  As of September 30,
2000, we had cash-on-hand of $2,349. 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  have  been  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 is unsecured,  due on demand,  and is to accrue interest at
the rate of 10% per annum.  The current  outstanding  principal  balance on this
loan is $605,977  and the  accrued  interest  is $10,386  providing  for a total
balance of principal and interest of $616,363.

      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 2000 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 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 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


                                       11
<PAGE>

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.  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  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 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.



                                       12
<PAGE>

      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  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,


                                       13
<PAGE>

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.

      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.

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.

      In the quarter ended September 30, 2000, our company sold 1,800,000 shares
of our  common  stock at a price of $0.25 per  share  for cash of  approximately
$450,000. 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.



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<PAGE>

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.

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

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

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

  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,      Exhibit  2.01 to our  company's
         2000  among  our company, Jon     Current Report on Form 8-K filed
         Kochevar,  and John Allen         with the Securities and Exchange
                                           Commission.

  3.01   Articles of Incorporation filed   Incorporated by reference to
         on July 10, 1997 with the         Exhibit 3.01 to our company's
         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          Incorporated by reference to
         Articles 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   Not applicable.
         of holders, incl. indentures

 10.01   Material Contracts.               Not Applicable.

 11.01   Statement re: Computation of      Not Applicable.
         Earnings



                                       15
<PAGE>

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

 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            Not Applicable.
         Accountants

 24.01   Power of Attorney                 Not Applicable.

 27.01   Financial Data Schedule           Provided herewith.

(B)   REPORTS ON FORM 8-K.

      No reports  on Form 8-K were  filed  during  the  quarterly  period  ended
September 30, 2000.



























                                       16
<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: November 14, 2000                    USWEBAUCTIONS, INC.


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



































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