UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549




                                   FORM 10-QSB

 [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
                                       Act
             of 1934.  For the quarterly period ended June 30, 2002


    [  ] Transition report pursuant to section 13 or 15(d) of the Securities
     Exchange Act of 1934.  For the transition period from  ____ to  ____ .



                              I-INCUBATOR.COM, INC.
             (Exact name of registrant as specified in its charter)

               FLORIDA                                      59-3442557
  (State  or  Other  Jurisdiction  of               (Employer  Identification
 Incorporation  or  Organization)                    Number)



                               4966 El Camino Real
                               Los Altos, CA 94022
              (Address of Principal Executive Offices and Zip Code)


                                 (650) 938-8960
                         (Registrants telephone number)

Former  name,  former  address  and  former  fiscal  year, if changed since last
report:  No  changes.



Securities  registered  pursuant  to  Section  12(b)  of  the  Act:  None
Securities  registered  pursuant  to Section 12(g) of the Act: Common Stock, par
value  $.0001  per  share

Indicate  by  mark (X) whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  the  past  90  days   YES  |X|                   NO  |_|

Number of shares outstanding of each of the registrant's classes of common stock
as  of  August  12,  2002:  Common  Stock:  11,150,301

<PAGE>

                              I-INCUBATOR.COM, INC.
                                AND SUBSIDIARIES
                                TABLE OF CONTENTS
<TABLE>
<CAPTION>




<S>                                                                                <C>
PART I                                                                             Page

Item 1. Financial Statements

   Condensed Consolidated Balance Sheet as of June 30, 2002                          2

   Condensed Consolidated Statements of Operations for the Three
      and Six Months Ended June 30, 2002 and 2001                                    3

   Condensed Consolidated Statements of Cash Flows for the Six
       Months Ended June 30, 2002                                                    4

   Notes to Condensed Consolidated Financial Statements                              5

Item 2.  Management's Discussion and Analysis of Financial
        Condition and Results of Operations                                          7

Item 3.  Legal Proceedings                                                          12

PART II

Item 5.  Other information                                                          12

Item 6.  Exhibits and Reports on Form 8-K                                           14

Signatures                                                                          16
</TABLE>
                                                                               1
<PAGE>

                      I-Incubator.com, Inc. and Subsidiaries
                      Condensed Consolidated Balance Sheet
                                  June 30, 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
<S>                                              <C>
Assets
  Cash                                           $    23,022
  Accounts receivable                                108,420
  Other current assets                                10,558
                                                  ----------
         Total Current Assets                        142,000

  Fixed assets, net of accumulated depreciation      463,029
  Goodwill                                         1,974,352
  Other assets                                         5,089
                                                  ----------
                                                 $ 2,584,470
                                                  ==========
Liabilities and Stockholders' Equity
  Accounts payable and accrued expenses          $   572,331
  Bridge loan payable                                160,642
                                                  ----------
         Total Current Liabilities                   732,973

  Notes payable to shareholders                      325,000

Stockholders' Equity
  Common Stock, $.0001 par value;
  100,000,000 shares authorized;
  11,150,301 shares issued and outstanding         9,188,975
  Retained earnings                               (7,662,478)
         Total Stockholders' Equity                1,526,497
                                                  ----------
                                                 $ 2,584,470
                                                  ==========
</TABLE>

See accompanying notes to Condensed Consolidated Financial Statements
                                                                               2
<PAGE>

                     I-Incubator.com, Inc. and Subsidiaries
                 Condensed Consolidated Statements of Operations
            For the three and six months ended June 30, 2002 and 2001
                                   (Unaudited)
<TABLE>
<CAPTION>


                                       Three Months Ended                 Six Months Ended
                                 -----------------------------     ------------------------------
                                 June 30, 2002   June 30, 2001     June 30, 2002    June 30, 2001
                                 -------------   -------------     -------------    -------------
<S>                             <C>              <C>               <C>              <C>
Revenue:
  License                       $    9,794       $   36,371        $     9,794      $    36,371
  Hosting services                  21,482          108,129             36,624          142,729
                                    ------          -------             ------          -------
    Total revenue                   31,276          144,500             46,418          179,100

Expenses:
  Acquisition related expenses     221,442                0            271,442                0
  Compensation and benefits        373,321          540,200            428,794        1,011,787
  Consulting                        24,375           69,206             78,542           74,206
  Legal fees                        12,426           66,708             12,426           80,013
  Advertising                            0            3,490                  0            5,280
  Conferences / Trade Shows              0            6,500                  0            6,500
  Accounting fees                    5,495              320              5,495            3,030
  Professional services              5,532           78,866             50,532           97,866
  Server hosting                     2,782           24,047              8,131           58,094
  Rent                              51,674           59,668            152,062          123,016
  Office expenses                    9,291            9,647             14,442           28,984
  Insurance                              0                0                  0
  Travel and entertaiment            3,057            4,672              5,540           12,500
  Utilities                          4,539           21,246              6,946           38,140
  Depreciation                       5,687           38,242              5,687           39,866
  Reserve for contingencies        100,000                0            100,000                0
    Total expenses                 819,621          922,812          1,140,039        1,579,282

    Net loss from operations    $ (788,345)      $ (778,312)       $(1,093,621)     $(1,400,182)

    Net loss per share              ($0.18)          ($0.56)            ($0.34)          ($1.17)
                                    =======          =======            =======          =======

    Shares used in per share
    calculation                  4,379,381        1,381,693          3,214,983        1,193,907
                                 =========        =========          =========        =========
</TABLE>

 See  accompanying  notes  to  Condensed  Consolidated  Financial  Statements


                                                                               3
<PAGE>
                     I-Incubator.com, Inc. and Subsidiaries
                 Condensed Consolidated Statements of Cash Flows
                     For the six months ended June 30, 2002
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                                                                          <C>

  Operating  activities
    Net loss                                                                  ($1,093,621)
    Adjustments to reconcile net loss to cash used in operating activities:
        Accounts Receivable                                                         6,856
        Accounts Payable                                                          343,073
                                                                                 --------
            Net cash used in operating activities                                (743,692)
                                                                                 --------
  Financing activities
    Issuance of common stock                                                      750,000
                                                                                 --------
            Net cash provided by financing activities                             750,000
                                                                                 --------
  Net increase in cash for period                                                   6,308
  Cash at beginning of period                                                      16,714
  Cash at end of period                                                      $     23,022
                                                                                 ========
  Supplemental disclosure of cash flow information
  Cash paid for interest                                                     $          0
                                                                                       ==
  Cash paid for income taxes                                                 $          0
                                                                                       ==
  Non-cash investing and financing activities
  Issuance of common stock for settlement of accounts payable                $    450,740
                                                                                  =======
  Issuance of common stock for settlement of accrued compensation            $    784,639
                                                                                  =======
  Conversion of accounts payable to notes payable to shareholders            $    125,000
                                                                                  =======
  Acquisition of Planet Intra
    Assets acquired                                                           ($2,602,475)
    Liabilities assumed                                                      $    264,323
    Issuance of common stock                                                 $  2,338,152
</TABLE>

 See  accompanying  notes  to  Condensed  Consolidated  Financial  Statements
                                                                               4
<PAGE>
                     I-Incubator.com, Inc. and Subsidiaries
        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)

ORGANIZATION

On  May  16,  2002,  i-Incubator.com,  Inc.  ("Incubator''),  Inclusion,  Inc.
("Inclusion''),  and  INQU  Acquisition  Corporation. ("INQU''), entered into an
Agreement  and  Plan of Merger, pursuant to which Inclusion merged with and into
INQU.  As  a result of the Merger, Inclusion became a wholly owned subsidiary of
Incubator.  Incubator  issued  to  the  stockholders  of Inclusion, one share of
Incubator's  common stock for every fifty shares of Inclusion stock. As a result
of  the  merger  and  the  issuance  of  stock to Inclusion investors, Inclusion
stockholders  held  a  majority  interest  in  the  Company.  Generally accepted
accounting  principles  require  in  certain  circumstances that a company whose
stockholders  retain  the  majority  voting interest in the combined business be
treated  as  the  acquirer for financial reporting purposes. The acquisition was
accounted  for  as  a reverse acquisition whereby Inclusion was deemed to be the
"accounting  acquirer"  using  the guidance in Staff Accounting Bulletin No. 97.
Additionally,  the  officers  and  directors  of  Incubator  were  replaced  by
individuals associated with Inclusion. The historical financial statements prior
to  the  acquisition  are  that  of  Inclusion.

On  June  10,  2002,  Incubator  acquired  the  assets  of  Planet-Intra.com
International  Ltd.  (BVI)  ("Planet Intra"), a privately-held software company,
for  approximately $2.34 million, consisting of the issuance of 4,776,304 shares
of  Incubator  common  stock,  valued  at  $0.50  per share. The acquisition was
accounted  for  using  the  purchase  method, with a substantial majority of the
purchase  price  allocated  to  intangible  assets  and  goodwill.

CONSOLIDATION

The  accompanying  consolidated  financial  statements  include  the accounts of
Incubator  and  its wholly-owned subsidiary, INQU Acquisition Corp. Intercompany
accounts  and  transactions  were  eliminated  in  consolidation.

USE  OF  ESTIMATES

The  preparation  of  the  financial  statements  in  accordance  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect  the  reported  amounts  of assets and liabilities and
disclosures of contingent liabilities as of the date of the financial statements
and  reporting  period. Accordingly, actual results could differ materially from
those  estimates.

REVENUE  RECOGNITION

The Company follows the revenue recognition principles described in Statement of
Position  (SOP)  97-2, Software Revenue Recognition, as amended by SOP 98-9. The
Company licenses products to end user customers and value added resellers (VAR).
Software  license  revenue  from sales to end users is generally recognized upon
receipt  of  a  signed  contract or purchase order and delivery of the software,
provided the related fee is fixed and determinable and collectibility of the fee
is  probable and vendor-specific objective evidence for all undelivered elements
has  been  established.  In  addition  to  software license revenue, the Company
offers product though a hosting service on a monthly subscription basis directly
to  our  customers.  Hosting  revenue  from  sales  to  end  users  is generally
recognized  on  a  pay-as-you-go  basis.

                                                                               5
<PAGE>
                     I-Incubator.com, Inc. and Subsidiaries
        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)

EFFECT  OF  NEW  ACCOUNTING  PRONOUNCEMENTS

On  February 1, 2002, the Company adopted the Statements of Financial Accounting
Standards  No.  142, Goodwill and Other Intangible Assets ("FAS 142"). Under FAS
142,  goodwill  will  no  longer  be  amortized  but  will  be subject to annual
impairment  tests.  Most  other  intangible assets will continue to be amortized
over  their estimated useful lives. In connection with the transitional goodwill
impairment  evaluation  under FAS 142, the Company will perform an assessment of
goodwill  impairment  as  of  the  date  of  adoption-February  1,  2002.  The
transitional goodwill impairment evaluation will be conducted in accordance with
the  procedures outlined in FAS 142 and any transitional impairment loss will be
recognized  as  the cumulative effect of a change in accounting principle in the
statement  of  operations.  The  Company  expects  to  complete the transitional
impairment  test  by December 31, 2002. The Company does not expect to record an
impairment  charge  upon  completion  of the test, but there can be no assurance
that  at  the time the test is completed a significant impairment charge may not
be  recorded.

ASSET  ACQUISITION  OF  PLANET-INTRA

On  June  10,  2002,  the  Company  acquired  the  assets  and  assumed  certain
liabilities  of  Planet  Intra  for  4,776,304  shares of common stock valued at
approximately  $2.34  million  according  to  the  terms  of  the Asset Purchase
Agreement.  The  purchase  price  of  $2.34  million  was  allocated as follows:

Cash                                                     $40,724
Accounts receivable                                      118,683
Fixed assets                                             468,716
Excess of purchase price over fair value of assets     1,974,352
                                                       ---------
                                                       2,602,475

Trade accounts payable                                    64,323
Notes payable                                            200,000
                                                       ---------
                                                         264,323

               Net assets acquired                    $2,338,152

The  excess  of  purchase  price over the fair value of assets acquired is being
amortized  over  5  years. The effects of the Planet Intra asset acquisition are
reflected  in  the  accompanying  balance sheet as of June 30, 2002. The Company
anticipates  conducting  an independent valuation of such assets by December 31,
2002. Changes in valuation of such assets may result in a material change in the
excess  of purchase price over the fair value of assets. The following unaudited
pro forma summary combines the consolidated results of operations of the Company
and  Planet  Intra  as  if  the acquisition had occurred at the beginning of the
years  presented.  The  pro  forma  results  have  been prepared for comparative
purposes  only  and  do  not  purport to indicate the results of operations that
would  have  occurred had the acquisition been in effect on the dates indicated,
or  which  may  occur  in  the  future.

                   Three months ended                  Six months ended
                   ------------------                  ----------------
            June 30, 2002     June 30, 2001     June 30, 2002     June 30, 2001
            -------------     -------------     -------------     -------------
Revenue        $182,382          $336,390          $330,421          $679,644
Net loss      ($408,022)      ($1,106,459)        ($847,363)      ($2,709,509)

                                                                               6
<PAGE>

                     I-Incubator.com, Inc. and Subsidiaries
        Notes to Condensed Consolidated Financial Statements (continued)
                                   (Unaudited)

SUBSEQUENT  EVENTS

On  August  5, 2002, the Company acquired the assets of Flypaper Inc., a leading
enterprise  collaboration  software and professional services firm. In addition,
Flypaper's  lead  investor,  Vanguard  Ventures,  along  with  other  Flypaper
investors,  made  a  strategic  investment  in  Inclusion.



Item  2: Management's Discussion and Analysis of Financial Condition and Results
of  Operations

Overview

We  were  incorporated  as  Inclusion  Inc.  in  California  in April 1997, as a
software  company  based on the technology of the Internet. Since our inception,
we  have  developed  web  and  network-based products, which permit customers to
develop and share relevant information to users within and across organizations.
Three  investment  rounds  of  financing were funded and lead by venture capital
investors  between  June  1998 and July 2001.  In September 2000, Martin Nielson
assumed full time responsibilities as CEO, brought new investors to the company,
and re-focused the company on medium to large sized enterprises as its principle
customer  market.  In  the  period  between  September  2000  and July 2001, the
company  actively  repositioned  its  software  to this market and gained a much
deeper  experience  of serving the needs of enterprise customers.  This customer
experience  provided  a  deeper  understanding  of  the  potential  value of the
company's  products and services.  Combined with new research into the knowledge
technologies  markets  by  leading  market  researchers and investment analysts,
management  became  convinced  to  launch  a  new  plan for the company with the
objective  of  maximizing  long-term  shareholder  value  by  implementing a new
business  strategy.

In  July  2001,  the  Company  took  steps necessary to implement a new business
strategy.  This  new  business  strategy  will  seek  to  combine  software,
engineering,  and  consulting  products  and  services  around  the  knowledge
technology  marketplace.  Growth  will  be by acquisition and organic growth and
expansion  will  take  place  internationally.

During  this  period,  a  number  of significant steps were taken to prepare the
company  for  the  launch  of this new plan, culminating with the reverse merger
with  I-Incubator.  Among  these  steps  taken  were:

     -    construction  of  the  details  of  the  new  plan
     -    repositioning  the  products  and  services
     -    restructuring of the personnel, including identifying new additions to
          management
     -    reduction of costs, writing off unproductive assets, and preparing the
          financial  statements  needed  to  launch  with  a  cleaner  plan
     -    engagement  of  key  professionals,  including  legal  and  investment
          banking  teams
     -    negotiating  with  sources  of  new  investment
     -    identifying  and  negotiating  control  of  a  suitable public company
          vehicle
     -    identifying  and  negotiating  with  acquisition  targets

This plan is now being implemented.  The enclosed financial statements therefore
contain  the required analysis, but are not indicative of how management intends
to  run  and  expand the company.  Over the course of the next few quarters, the
plan  should  become  more  evident  as  execution  of portions of the expansion
processes  commence.

                                                                               7
<PAGE>

We  intend  to  become  one  of the industry's leading providers of software and
services  for  intelligent,  interactive  communications  across enterprises and
marketplaces.  Inclusion  customers leverage their most important assets - human
and  intellectual  capital - by capturing and re-using knowledge that is created
while  people  work.  Customized  and  highly  secure, Inclusion's technology is
typically  deployed  as  enterprise  portals,  supply  chain  collaboration,
intranets/extranets,  project  management,  new  product  development, marketing
automation,  and  workgroup  communication.

On  May  16,  2002,  i-Incubator.com,  Inc.  ("Incubator''),  Inclusion,  Inc.
("Inclusion''),  and  INQU  Acquisition  Corporation. ("INQU''), entered into an
Agreement  and  Plan of Merger, pursuant to which Inclusion merged with and into
INQU.  As  a result of the Merger, Inclusion became a wholly owned subsidiary of
Incubator.  Incubator  issued  to  the  stockholders  of Inclusion, one share of
Incubator's common stock for every fifty shares of Inclusion stock. As a result,
Inclusion  stockholders  held  a  majority  interest  in  the Company. Generally
accepted  accounting  principles require in certain circumstances that a company
whose  stockholders retain the majority voting interest in the combined business
to  be treated as the acquirer for financial reporting purposes. The acquisition
was  accounted  for  as a reverse acquisition whereby Inclusion was deemed to be
the  "accounting  acquirer"  using the guidance in Staff Accounting Bulletin No.
97.  Additionally,  Incubator's  officers and directors were replaced by certain
officers  and  directors  associated  with  Inclusion.

On  June  10,  2002,  Incubator  acquired  the  assets  of  Planet-Intra.com
International  Ltd.  (BVI)  ("Planet-Intra"),  a privately-held software company
located  in Windsor, Ontario, Canada. As a result of this acquisition, Incubator
issued  4,776,304  shares  of  common  stock,  valued  at  $0.50  per share. The
acquisition  was  accounted  for  using  the purchase method, with a substantial
majority  of the purchase price allocated to intangible assets and goodwill. The
historical  financial statements prior to the acquisition are that of Inclusion.
Prior  to  Inclusion's  reverse  acquisition  of  Incubator,  Incubator  was  a
development  stage  company with no revenue. The Statement of Operations for the
three and six months ended June 30, 2002 reflect the activity of the period June
11,  2002  through  June  30,  2002 of the operations of Planet-Intra. Pro-forma
results  for  the three and six months ended June 30, 2002 and 2001 are included
in  the  Notes  to  Condensed  Consolidated  Financial  Statements.

Results  of  Operations

The  following  discussion  should  be  read  in  conjunction with the condensed
consolidated  financial  statements and related notes included elsewhere is this
report.  Except  for  the historical financial information contained herein, the
matters  discussed  in  this  Quarterly  Report on Form 10-QSB may be considered
"forward-looking" statements within the meaning of Section 27A of the Securities
Act  of  1933,  as  amended,  and  Section 21E of the Securities Act of 1934, as
amended.  Such  statements include declarations regarding the intent, beliefs or
current  expectations  of  Inclusion  and  our  management. Such forward-looking
statements  are  not  guarantees  of  future performance and involve a number of
risks  and  uncertainties.  We  undertake  no obligation to publicly release the
results  of  any revision to these forward-looking statements, which may be made
to  reflect  events  or  circumstances  after the dates hereof or to reflect the
occurrence  of  unanticipated events. Important factors which could cause actual
results  to  differ  materially  from  those  in the forward-looking statements,
include  but  are  not  limited  to: the company's short operating history which
makes  it  difficult to predict its future results of operations; the dependence
of  the  company's  revenue  upon the company's suite of products; the company's
history  of  operating  losses and expected future losses which could impede its
ability  to  address  the risks and difficulties encountered by companies in new
and  rapidly  evolving  markets;  the  company's  future operating results could
fluctuate  which may cause volatility or a decline in the price of the company's
stock.

Three Months Ended June 30, 2002 as Compared to Three Months Ended June 30, 2001

                                                                               8
<PAGE>

The Statement of Operations for the three months ended June 30, 2002 reflect the
activity  of the period June 11, 2002 through June 30, 2002 of the operations of
Planet-Intra.

Total  revenue.  We  follow  the  revenue  recognition  principles  described in
Statement  of  Position  (SOP) 97-2, Software Revenue Recognition, as amended by
SOP  98-9.

Total  revenue  for  the  three  months  ended  June 30, 2002 decreased 78.4% to
$31,276  from  $144,500  for  the  three months ended June 30, 2001. The overall
decrease  in revenue is primarily attributed to the Company's discontinuation of
selling  the  Inclusion  product  offerings  in  early 2002. This decision is in
conjunction  with  the  Company's planned acquisition activities of software and
service providers in the Knowledge Management sector. For the three months ended
June  30, 2002, license revenue and hosting revenue accounted for 31% and 69% of
total  revenue,  respectively. For the three months ended June 30, 2001, license
revenue  and  hosting  revenue  accounted  for  30%  and  70%,  respectively.

License  revenue.  We license our products to end user customers and value added
resellers  (VAR).  Software license revenue from sales to end users is generally
recognized  upon  receipt of a signed contract or purchase order and delivery of
the  software,  provided  the  related  fee  is  fixed  and  determinable  and
collectibility of the fee is probable and vendor-specific objective evidence for
all  undelivered  elements  has  been established. License revenue for the three
months  ended  June  30, 2002 decreased 77% to $9,794 from $43,215 for the three
months  ended  June  30,  2001.

Hosting  services revenue. In addition to software license revenue, we offer our
product though a hosting service on a monthly subscription basis directly to our
customers.  Hosting  services  revenue  from  sales  to  end-users  is generally
recognized  on  a  pay-as-you-go  basis.  Hosting services revenue for the three
months  ended June 30, 2002 decreased 80% to $21,482 from $108,129 for the three
months  ended  June  30,  2001.

Operating  Expenses

Total  operating expenses for the three months ended June 30, 2002 decreased 11%
to $819,621 from $922,812 for the three months ended June 30, 2001. The decrease
in  total  operating expenses is principally due to the decrease in compensation
and  benefits  which represented 46% and 59% of the total operating expenses for
the  three  months ended June 30, 2002 and 2001, respectively. In late 2001, the
Company significantly reduced its headcount for the purposes of re-launching its
product  offerings  via  the  acquisition software and services providers in the
Knowledge  Management  sector.  As  a  result, compensation and benefits for the
three months ended June 30, 2002 decreased 31% to $373,321 from $540,200 for the
three  months  ended  June  30,  2001.

Consulting  costs  for  the  three  months  ended June 30, 2002 decreased 65% to
$24,375  from $69,206 for the three months ended June 30, 2001. This decrease in
consulting  cost  is  principally  due to the elimination of sales and marketing
consultants  during  2002.

Legal  fees  for  the  three months ended June 30, 2002 decreased 81% to $12,426
from  $66,708  for the three months ended June 30, 2001. The Company anticipates
that  legal  expenses  will  increase  for the remainder of the calendar year in
conjunction  with its recent reverse acquisition, additional acquisition related
activity  and  the  related  costs  associated  with  being  a  public  company.

Professional  services for the three months ended June 30, 2002 decreased 93% to
$5,532  from  $78,866  for  the  three  months  ended  June  30,  2001. This was
principally  due  to  the  Company's  overall  cost  reduction  plan.

                                                                               9
<PAGE>

Six  Months  Ended  June  30, 2002 as Compared to Six Months Ended June 30, 2001

The  Statement  of Operations for the six months ended June 30, 2002 reflect the
activity  of the period June 11, 2002 through June 30, 2002 of the operations of
Planet-Intra.

Total  revenue.  Total  revenue for the six months ended June 30, 2002 decreased
74%  to  $46,418  from  $179,100  for  the three months ended June 30, 2001. The
overall  decrease  in  revenue  is  primarily  attributed  to  the  Company's
discontinuation  of  selling the Inclusion product offerings in early 2002. This
decision  is in conjunction with the Company's planned acquisition activities of
software  and  service providers in the Knowledge Management sector. For the six
months  ended  June  30, 2002, license revenue and hosting revenue accounted for
20%  and  80%  of total revenue, respectively. For the six months ended June 30,
2001,  license  revenue  and  hosting  revenue  accounted  for  20%  and  80%,
respectively.

License  revenue.  License  revenue  for  the  six  months  ended  June 30, 2002
decreased  73%  to  $9,794  from $36,371 for the six months ended June 30, 2001.

Hosting services revenue. Hosting services revenue for the six months ended June
30,  2002  decreased  74% to $36,624 from $142,729 for the six months ended June
30,  2001.

Operating  Expenses

Total operating expenses for the six months ended June 30, 2002 decreased 28% to
$1,140,036  from $1,579,282 for the six months ended June 30, 2001. The decrease
in  total  operating expenses is principally due to the decrease in compensation
and  benefits  which represented 38% and 64% of the total operating expenses for
the  six  months  ended  June 30, 2002 and 2001, respectively. In late 2001, the
Company significantly reduced its headcount for the purposes of re-launching its
product  offerings  via  the  acquisition software and services providers in the
Knowledge  Management sector. As a result, compensation and benefits for the six
months ended June 30, 2002 decreased 58% to $428,794 from $1,011,787 for the six
months  ended  June  30,  2001.

Legal  fees for the six months ended June 30, 2002 decreased 81% to $12,426 from
$80,013  for  the three months ended June 30, 2001. The Company anticipates that
legal  expenses  will  increase  for  the  remainder  of  the  calendar  year in
conjunction  with its recent reverse acquisition, additional acquisition related
activity  and  the  related  costs  associated  with  being  a  public  company.

Professional  services  for  the six months ended June 30, 2002 decreased 55% to
$50,532  from  $97,866  for  the  six  months  ended  June  30,  2001.  This was
principally  due  to  the  Company's  overall  cost  reduction  plan.

Liquidity  and  Capital  Resources

Since  our  inception, we have financed our operations primarily through private
equity  investors  totaling approximately $5.3 million. During the first half of
calendar  year  2002,  we  raised  additional  financing through the issuance of
1,500,000 shares of common stock at a price of $0.50 per share totaling $750,000
through a private rights offering of common stock. The proceeds were principally
used  for the reverse acquisition of Incubator and working capital purposes. The
size of our accumulated deficit, our losses since inception and our ongoing need
for  capital  to  continue  our  operations  raises  substantial doubt as to our
ability  to  continue  operations  during  the  year  2002.

Our  capital  requirements are dependent on several factors, including the costs
of acquisitions, market acceptance of our software and services, timely updating

                                                                              10
<PAGE>

of the Company's existing software products, developing new software products or
acquiring  the  rights  to  existing  software  products from third parties, the
resources  devoted  to  marketing  and  selling the Company's services and brand
promotions  and  other  factors.

We  believe  that cash generated from operations may be insufficient to fund our
ongoing  operations  through  the  next twelve months. Although we have received
some  equity  and  debt  financing,  efforts  are  underway to secure additional
financing  to  enable  us  to meet our obligations, as execution of our business
plan may require additional capital to fund. We currently have certain financing
agreements  in  place  for  potential  sources  of financing but there can be no
assurance  that  we  will be able to successfully raise such additional funds or
that  such  funds  will  be  available on acceptable terms. Funds raised through
future equity financing will likely be dilutive to our current shareholders. The
incurrence  of indebtedness would result in an increase in our fixed obligations
and  could  result  in  borrowing  covenants that would restrict our operations.
There can be no assurance that financing will be available in sufficient amounts
or  on  terms  acceptable  to  us, if at all. If financing is not available when
required or is not available on acceptable terms, we may be unable to develop or
enhance  our  products  or  services.  In  addition,  we  may  be unable to take
advantage  of business opportunities or respond to competitive pressures. Any of
these  events  could have a material and adverse effect on our business, results
of  operations  and financial condition Lack of additional funds will materially
affect  our  business  and  may  cause  us  to  cease  operations. Consequently,
shareholders  could  incur  a  loss  of  their  entire  investment in Inclusion.

Our  financial  statements were prepared on the assumption that we will continue
as a going concern. The report of our independent accountants for the year ended
December  31, 2001 acknowledges that we have incurred losses in each of the last
three  fiscal  years  and that we will require additional funding to sustain our
operations.  These  conditions  cause  substantial  doubt  as  to our ability to
continue  as  a  going  concern. Our financial statements included herein do not
include  any  adjustments that might result should we be unable to continue as a
going  concern.

Risks  and  Uncertainties

Our  business  is  subject to the effects of general economic conditions, and in
particular,  market  conditions  in  the  software  and computer industries. Our
operating results have been and continue to be adversely affected as a result of
the  recent unfavorable global economic conditions and reduced consumer spending
in  the  high  tech  sector.  These adverse economic conditions in the U.S., may
continue  in  the  short  term,  and  they  may continue to adversely affect our
revenue  and  earnings.  If  these  economic conditions do not improve, or if we
experience  a  continued weakening of the economy or technology spending, we may
experience  material  adverse  impacts  on  our  business.

Other  Factors  That  May  Affect  Future  Results  of  Operations:

     -    delays  in  shipment  of  our  major new versions of existing products
     -    lack  of  acceptance  of  new  versions  of  existing  products
     -    introduction  of  new  products  by  major  competitors
     -    weakness  in  demand  for  software
     -    lack  of  growth  in  worldwide  personal  computer  sales
     -    corporate  reductions  in  IT  spending
     -    inability  to  integrate  companies  and  products  we  acquire
     -    industry  transitions  to new business and information delivery models
     -    changes  occurring  in  the  global  market  conditions  affecting our
          customers
                                                                              11
<PAGE>
Statements  included  in this "Management's Discussion and Analysis of Financial
Condition  and  Results  of  Operations"  which  are  not  historical  facts are
forward-looking  statements.  These forward-looking statements involve risks and
uncertainties  that  could  render them materially different, including, but not
limited to, the risk that new products and product upgrades may not be available
on  a  timely  basis,  the  risk that such products and upgrades may not achieve
market  acceptance,  the risk that competitors will develop similar products and
reach  the market first, and the risk that the Company would not be able to fund
its  working  capital  needs  from  cash  flow.

Critical  Accounting  Policies

Revenue  Recognition

We  follow the revenue recognition principles described in Statement of Position
(SOP) 97-2, Software Revenue Recognition, as amended by SOP 98-9. We license our
products to end user customers and value added resellers (VAR). Software license
revenue from sales to end users is generally recognized upon receipt of a signed
contract  or  purchase  order and delivery of the software, provided the related
fee  is  fixed  and  determinable  and collectibility of the fee is probable and
vendor-specific  objective  evidence  for  all  undelivered  elements  has  been
established.  In  addition  to  software  license  revenue, we offer our product
though  a  hosting  service  on  a  monthly  subscription  basis directly to our
customers.  Hosting revenue from sales to end-users is generally recognized on a
pay-as-you-go  basis.

Goodwill  and  Other  Intangible  Assets

On  February 1, 2002, the Company adopted the Statements of Financial Accounting
Standards  No.  142, Goodwill and Other Intangible Assets ("FAS 142"). Under FAS
142,  goodwill  will  no  longer  be  amortized  but  will  be subject to annual
impairment  tests.  Most  other  intangible assets will continue to be amortized
over  their estimated useful lives. In connection with the transitional goodwill
impairment  evaluation  under FAS 142, the Company will perform an assessment of
goodwill  impairment  as  of  the  date  of  adoption-February  1,  2002.  The
transitional goodwill impairment evaluation will be conducted in accordance with
the  procedures outlined in FAS 142 and any transitional impairment loss will be
recognized  as  the cumulative effect of a change in accounting principle in the
statement  of  operations.  The  Company  expects  to  complete the transitional
impairment  test  by December 31, 2002. The Company does not expect to record an
impairment  charge  upon  completion  of the test, but there can be no assurance
that  at  the time the test is completed a significant impairment charge may not
be  recorded.

Item  3:  Legal  Proceedings

On  May  22,  2002,  a  former employee of Inclusion Inc., filed a complaint for
breach  of  contract,  unpaid  wages,  breach of written contract, breach of the
implied  covenant  of  good faith and fair dealing, breach of fiduciary duty and
fraud  against  Inclusion, Inc., I-Incubator.com, Inc. and individual defendants
affiliated  with  Inclusion,  Inc. While management, including internal counsel,
currently  believes  that the ultimate outcome of this complaint will not have a
material  adverse  effect on our financial position or overall trends in results
of  operations,  potential litigation is subject to inherent uncertainties. Were
an  unfavorable  ruling  to  occur,  there  exists the possibility of a material
adverse  impact  on the net income of the period in which the ruling occurs. The
estimate of the potential impact on our financial position or overall results of
operations  for  the  above  legal  proceedings  could change in the future. The
Company  has  recorded adequate reserves as of June 30, 2002 to provide for such
contingency.

PART  II

ITEM  5.  OTHER  INFORMATION
                                                                              12
<PAGE>

     None

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (a)  Exhibits

          None

     (b)  Reports  on  Form  8-K

          None


CERTIFICATION

I,  Martin  Nielson,  certify,  pursuant  to  18 U.S.C. Section 1350, as adopted
pursuant  to  Section  906 of the Sarbanes-Oxley Act of 2002, that the Quarterly
Report  of  I-Incubator.com,  Inc. on Form 10-QSB for the quarterly period ended
June 30, 2002, fully complies with the requirements of Section 13(a) or 15(d) of
the  Securities Exchange Act of 1934 and that information contained in such Form
10-QSB  fairly  represents  in all material respects the financial condition and
results  of  operations  of  I-Incubator.com,  Inc.

/s/  Martin Nielson        8/29/02
-----------------------------------
(Martin  Nielson,  Chief  Executive  Officer)



I, Henry Lo, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section  906  of  the  Sarbanes-Oxley  Act of 2002, that the Quarterly Report of
I-Incubator.com,  Inc.  on  Form  10-QSB for the quarterly period ended June 30,
2002,  fully  complies  with  the  requirements of Section 13(a) or 15(d) of the
Securities  Exchange  Act  of  1934  and that information contained in such Form
10-QSB  fairly  represents  in all material respects the financial condition and
results  of  operations  of  I-Incubator.com,  Inc.

/s/  Henry Lo              8/29/02
-----------------------------------
(Henry  Lo,  Chief  Financial  Officer)

                                                                              13
<PAGE>


SIGNATURES

Pursuant  to  the requirements of Section 13 or 15(d) of the Securities Exchange
Act  of  1934,  the  Registrant  has duly caused this report to be signed on its
behalf  by  the  undersigned,  thereunto  duly  authorized.


I-INCLUSION.COM,  INC.
(Registrant)


/s/  Martin  Nielson       8/29/02
-----------------------------------
(Martin  Nielson,  Chief  Executive  Officer,  President  and  Director)




/s/  Henry  Lo               8/29/02
- ----------------------------------
(Henry  Lo,  Chief  Financial  Officer,  Secretary)

                                                                              14