U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               AMENDMENT NO. 1 TO
                                   FORM 10-QSB

                                   (Mark One)

               [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2002

               [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
                                THE EXCHANGE ACT

                        For the transition period from to

                           Commission File No. 0-26951

                              I-INCUBATOR.COM, INC.
                 (Name of Small Business Issuer in Its Charter)

                                    Florida
                        (State of Other Jurisdiction of
                         Incorporation or Organization)


                                   59-3442557
                                (I.R.S. Employer
                              Identification No.)

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

                                 (650) 969-5000
                (Issuer's Telephone Number, Including Area Code)

             1221 Brickell Avenue, Suite 900, Miami, Florida 33131
                                (Former address)

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 (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          No X

State the number of shares outstanding of each of the issuer's classes of common

equity, as of the latest practicable date: As of May 23, 2002 the Company
had 967,917 shares of Common Stock outstanding, $0.0001 par value.


<PAGE>

I-INCUBATOR.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)

TABLE OF CONTENTS
-------------------------------------------------------------------------------


Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Stockholders' Deficit

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

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

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Item 2. Changes in Securities.

Item 3. Defaults Upon Senior Securities.

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

Item 5. Other Information

Item 6. Exhibits and Reports of Form 8-K.

Signatures


                                       i

<PAGE>

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

BASIS OF PRESENTATION

The accompanying  reviewed financial statements are presented in accordance with
generally accepted accounting  principles for interim financial  information and
the  instructions to Form 10-QSB and item 310 under subpart A of Regulation S-B.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
The  accompanying  statements  should be read in  conjunction  with the  audited
financial  statements  for the years ended  December  31, 2000 and 2001.  In the
opinion of management,  all  adjustments  (consisting  only of normal  occurring
accruals)  considered  necessary in order to make the financial  statements  not
misleading,  have been  included.  Operating  results for the three months ended
March 31, 2002 are not  necessarily  indicative  of results that may be expected
for the year ending December 31, 2002. The financial statements are presented on
the accrual basis.

                                      I-1

<PAGE>

I-INCUBATOR.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS
AS OF AND FOR THE THREE MONTHS ENDED
MARCH 31, 2002 AND AS OF DECEMBER 31, 2001
AND FOR THE PERIOD MAY 5, 1997 (DATE OF INCEPTION)
THROUGH MARCH 31, 2002

<PAGE>

I-INCUBATOR.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)

TABLE OF CONTENTS
-------------------------------------------------------------------------------

                                                                       Page(s)

Consolidated Balance Sheets                                                1

Consolidated Statements of Operations                                      2

Consolidated Statements of Stockholders' Deficit                         3 - 5

Consolidated Statements of Cash Flows                                    6 - 7

Notes to Consolidated Financial Statements                               8 - 13

<PAGE>


I-INCUBATOR.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
                                                                              (UNAUDITED)
                                                                            THREE MONTHS ENDED              YEAR ENDED
                                                                               MARCH 31,                   DECEMBER 31,
                                                                                  2002                         2001
                                                                       ------------------------        ---------------------
<S>                                                                    <C>                           <C>
ASSETS

CURRENT ASSETS:
     Cash                                                              $                     0       $                    0
                                                                       ------------------------      -----------------------

          Total current assets                                                               0                            0
                                                                       ------------------------      -----------------------

OTHER ASSETS:
     Organization cost                                                                     489                            0
     Due from affiliate                                                                     70                           70
                                                                       ------------------------      -----------------------

         Total other assets                                                                559                           70
                                                                       ------------------------      -----------------------

          TOTAL ASSETS                                                 $                   559       $                   70
                                                                       ========================      =======================

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
     Accounts payable and accrued expenses                              $              182,121       $              168,987
     Notes payable - related parties                                                    15,000                       76,100
     Due to affiliates                                                                  35,786                       33,213
                                                                       ------------------------      -----------------------

         Total current liabilities                                                     232,907                      278,300
                                                                       ------------------------      -----------------------

STOCKHOLDERS' DEFICIT:
     Common Stock, par value $.0001 per share; 34,578,146 shares authorized;
        967,919 and 796,491 shares issued and outstanding at March 31, 2002 and
        December 31, 2001, respectively                                                     97                           80
     Additional paid-in capital                                                      1,028,863                      959,474
     Warrants                                                                           83,972                       83,972
     Deficit accumulated during the development stage                               (1,345,280)                  (1,321,756)
                                                                       ------------------------      -----------------------

          Total stockholders' deficit                                                 (232,348)                    (278,230)
                                                                       ------------------------      -----------------------

          TOTAL LIABILITIES AND STOCKHOLDERS'
            DEFICIT                                                    $                   559       $                   70
                                                                       ========================      =======================
</TABLE>

   The accompanying notes are an integral part of these financial statements.
                                      - 1 -

<PAGE>


I-INCUBATOR.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                                                                                      FOR THE PERIOD
                                                       THREE MONTHS ENDED                               MAY 5, 1997
                                                         MARCH 31,                                   (DATE OF INCEPTION) TO
                                                           2002                  2001                 MARCH 31, 2002
                                                  --------------------  ---------------------    ------------------------
<S>                                               <C>                   <C>                      <C>
DEVELOPMENT STAGE REVENUES                        $                 0   $                  0     $                   0
                                                  --------------------  ---------------------    ------------------------

DEVELOPMENT STAGE EXPENSES
     Bank charges                                                  30                     62                       826
     Business promotion                                             0                  2,050                    25,130
     Corporate fees                                             2,018                  4,018                    37,213
     Consulting fees                                                0                      0                   384,910
     Depreciation                                                   0                      0                     2,029
     Domain name                                                    0                      0                   338,581
     Dues and subscriptions                                         0                      0                       297
     Office general                                             7,500                  7,500                   104,867
     Office supplies                                            2,496                      0                     2,496
     On-line services                                             105                    105                       875
     Printing                                                       0                  1,729                     4,395
     Postage and delivery                                           0                    161                     2,955
     Professional fees                                          9,234                 18,159                   253,401
     Payroll taxes                                                  0                    900                    12,763
     Salary                                                         0                  9,208                   139,080
     Seminars and conferences                                       0                      0                     4,320
     Telephone                                                    223                    163                     3,291
     Travel                                                         0                    280                     1,432
                                                  --------------------  ---------------------    ------------------------

TOTAL DEVELOPMENT STAGE EXPENSES                               21,606                 44,335                 1,318,861
                                                  --------------------  ---------------------    ------------------------

LOSS FROM OPERATIONS                                          (21,606)               (44,335)                1,318,861
                                                  --------------------  ---------------------    ------------------------

OTHER INCOME (EXPENSES):
     Interest income                                                0                      0                     1,091
     Interest expense                                          (1,918)                (1,625)                 (134,164)
     Loss on investment in subsidiary                               0                 (2,600)                  (54,600)
     Other expenses                                                 0                      0                   (18,258)
                                                  --------------------  ---------------------    ------------------------

TOTAL OTHER INCOME (EXPENSES):                                 (1,918)                (2,600)                 (205,931)
                                                  --------------------  ---------------------    ------------------------

EXTRAORDINARY ITEMS:
     Loss on cancellation of loan                                   0                      0                   (55,620)
     Loss on cancellation of debt (as restated)                     0                      0                   235,132
                                                  --------------------  ---------------------    ------------------------
                                                                    0                      0                   179,512
                                                  --------------------  ---------------------    ------------------------

NET LOSS                                          $           (23,524)  $            (46,935)    $          (1,345,280)
                                                  ====================  =====================    ========================

LOSS PER COMMON SHARE
     Basic and Diluted                            $            (0.024)  $             (0.112)
                                                  ====================  =====================

Weighted-average number of common shares
     outstanding                                              967,919                420,917
                                                  ====================  =====================
</TABLE>

   The accompanying notes are an integral part of these financial statements.
                                      - 2 -

<PAGE>

I-INCUBATOR.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (UNAUDITED)
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------

                                                                                                            DEFICIT
                                                                                                            ACCUMULATED
                                                                                ADDITIONAL                  DURING THE
                                                              COMMON STOCK      PAID-IN                     DEVELOPMENT
                                                        SHARES        AMOUNT    CAPITAL      WARRANTS       STAGE         TOTAL
                                                        ------        ------    -------      --------       -----         -----
<S>                                                    <C>         <C>          <C>          <C>          <C>           <C>
Balance, May 5, 1997 (date of inception)                     0     $      0     $      0     $      0     $      0      $      0

Restricted common stock issued to related
     parties for consulting fees                         5,187            1        3,999            0            0         4,000

Restricted common stock issued to related parties       19,450            2       14,998            0            0        15,000

Common stock issued to third parties                    12,967            1        9,999            0            0        10,000

Deficit accumulated for the period
     May 5, 1997 (date of inception) through
     December 31, 1997                                       0            0            0            0       (9,747)       (9,747)
                                                      --------     --------     --------     --------     --------      --------

Balance, December 31, 1997                              37,604            4       28,996            0       (9,747)       19,253

Deficit accumulated for the year ended
     December 31, 1998                                       0            0            0            0      (11,111)      (11,111)
                                                      --------     --------     --------     --------     --------      --------

Balance, December 31, 1998                              37,604            4       28,996            0      (20,858)        8,142

Restricted common stock issued to related
     parties for private offering                      155,602           16          284            0            0           300

Restricted common stock issued to a related
     party for managerial services                       2,593            0          500            0            0           500

Restricted common stock issued for
     legal services                                      2,593            0          500            0            0           500
</TABLE>

   The accompanying notes are an integral part of these financial statements.
                                      - 3 -

<PAGE>


I-INCUBATOR.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (UNAUDITED)
(continued)
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                            DEFICIT
                                                                                                            ACCUMULATED
                                                                                ADDITIONAL                  DURING THE
                                                              COMMON STOCK      PAID-IN                     DEVELOPMENT
                                                        SHARES        AMOUNT    CAPITAL      WARRANTS       STAGE         TOTAL
                                                        ------        ------    -------      --------       -----         -----
<S>                                                    <C>         <C>          <C>          <C>          <C>           <C>
Restricted common stock issued to related party            259     $      0     $    500     $      0    $       0      $    500

Common stock issued to third parties                    27,490            3       52,997            0            0        53,000

Restricted common stock issued to related parties
     in connection with the acquisition of
     i-AuctionTech.com, Inc.                            34,578            3        1,997            0            0         2,000

Restricted common stock issued to Quentin Road
     Productions, Inc. (a related party)                25,934            3        1,497            0            0         1,500

Deficit accumulated during the development stage
     for the year ended December 31, 1999                    0            0            0            0     (492,334)     (492,334)
                                                      --------     --------     --------     --------      --------      --------

Balance, December 31, 1999                             286,653           29       87,271            0     (513,192)     (425,892)

Restricted common stock issued for consulting
     managerial services                                13,745            1      357,749            0            0       357,750

Restricted common stock issued in connection
     with a settlement agreement with
     Online Food.com, Inc.                               5,187            1       19,499            0            0        19,500

Restricted common stock issued in exchange
     for notes payable                                 108,604           11      408,295                         0       408,306
</TABLE>

   The accompanying notes are an integral part of these financial statements.
                                      - 4 -

<PAGE>


I-INCUBATOR.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (UNAUDITED)
(continued)
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                        DEFICIT
                                                                                                        ACCUMULATED
                                                                            ADDITIONAL                  DURING THE
                                                       COMMON STOCK         PAID-IN                     DEVELOPMENT
                                                   SHARES        AMOUNT     CAPITAL      WARRANTS       STAGE         TOTAL
                                                   ------        ------     -------      --------       -----         -----
<S>                                                <C>      <C>           <C>            <C>           <C>            <C>
Restricted common stock issued in exchange
     for office expense-related party               6,384   $         1   $    23,999    $         0   $         0    $    24,000

Warrants issued in connection with notes
     payable                                            0             0             0         83,972             0         83,972

Common stock issued for services                      346             0        13,000              0             0         13,000

Deficit accumulated for the year ended
     December 31, 2000                                  0             0             0              0      (665,221)      (665,221)
                                              -----------   -----------   -----------    -----------   -----------    -----------

Balance, December 31, 2000                        420,919            43       909,813         83,972    (1,178,413)      (184,585)

Cancellation of loan receivable - related part          0             0      (102,364)             0             0       (102,364)

Restricted common stock issued for rent
     and administrative services                   75,064             7        30,385              0             0         30,392

Restricted common stock issued  in
     exchange or notes payable                    300,508            30       121,640              0             0        121,670

Deficit accumulated for the year ended
     December 31, 2001                                  0             0             0              0      (143,343)      (143,343)
                                              -----------   -----------   -----------    -----------   -----------    -----------

Balance, December 31, 2001                        796,491            80       959,474         83,972    (1,321,756)      (278,230)

Common stock issued for conversion of
     notes payable                                171,428            17        69,389              0             0         69,406

Deficit accumulated for the three months
     ended March 31, 2002                               0             0             0              0       (23,524)       (23,524)
                                              -----------   -----------   -----------    -----------   -----------    -----------

Balance, March 31, 2002                           967,919   $        97   $ 1,028,863    $    83,972   $(1,345,280)   $  (232,348)
                                              ===========   ===========   ===========    ===========   ===========    ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.
                                      - 5 -

<PAGE>


I-INCUBATOR.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
                                                                                                      FOR THE PERIOD
                                                                      THREE MONTHS ENDED               MAY 5, 1997
                                                                          MARCH 31,                  (DATE OF INCEPTION) TO
                                                                    2002              2001            MARCH 31, 2002
                                                             ---------------  -----------------  -----------------------
OPERATING ACTIVITIES:
<S>                                                            <C>              <C>              <C>
     Deficit accumulated during the development stage          $    (23,524)    $     (150,925)  $         (1,345,280)
      Adjustments to reconcile net loss to net cash
       used in operations:
      Organization cost                                                (489)                 0                   (489)
      Warrants issued in connection with
         promissory notes                                                 0                  0                 83,972
      Common stock issued for services                                    0                  0                 13,000
      Common stock issued for settlement fees                             0                  0                 19,500
      Common stock issued for legal services                              0                  0                    500
      Common stock issued for consulting                                  0                  0                358,250
      Common stock issued for reimbursement
         of office expense                                                0                  0                 54,392
      (Increase) decrease in prepaid expenses                             0             (2,500)                     0
      Increase (decrease) in accounts payable
         and accrued expenses                                        21,440             31,190                219,808
      Increase (decrease) in loans and advances                           0                  0                 48,213
                                                             ---------------  -----------------  ---------------------

           Net cash used in operating activities                     (2,573)          (122,235)              (548,134)
                                                             ---------------  -----------------  ---------------------

INVESTING ACTIVITIES:
    Investments in unconsolidated subsidiaries                            0              2,600                  3,500
                                                             ---------------  -----------------  ---------------------

           Net cash provided by investing activities                      0              2,600                  3,500
                                                             ---------------  -----------------  ---------------------

FINANCING ACTIVITIES:
    Proceeds from sale of common stock                                    0                  0                 63,300
    Proceeds from notes payable                                           0             32,900                460,200
    Due from affiliates                                                   0            (15,000)                     0
    Due to affiliates                                                 2,573            103,289                (98,866)
    Note payable for domain name                                          0                  0                120,000
                                                             ---------------  -----------------  ---------------------
    Net cash provided by financing activities                         2,573            121,189                544,634
                                                             ---------------  -----------------  ---------------------

INCREASE in cash                                                          0              1,554                      0
                                                             ---------------  -----------------  ---------------------

CASH, beginning of period                                                 0                527                      0
                                                             ---------------  -----------------  ---------------------

CASH , end of period                                           $          0   $          2,081     $                0
                                                             ===============  =================  =====================
</TABLE>

   The accompanying notes are an integral part of these financial statements.
                                     - 6 -

<PAGE>

I-INCUBATOR.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
------------------------------------------------------------------------------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

During the three months ended March 2002 and 2001, the Company paid no interest.
For the cumulative period May 5, 1997 (inception) to March 31, 2002, the Company
paid interest of $299.

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

The Company entered into the following non-cash transactions:

On November 20, 2001, the Company issued 75,064 restricted shares of common
stock to Atlas Equity Group, Inc., a related party, for payment of rent, and
administrative fees in the amount of $30,392. The Company also issued a total of
300,508 restricted shares of common stock to related parties in exchange for
notes payable totaling $121,670.

On January 19, 2001, prior to the plan of distribution (note 1), the Company
cancelled the loan receivable from i-TeleCo.com, Inc., a wholly owned
subsidiary, in the amount of $102,364. The transaction was recorded as a capital
transaction. The statement of operations and cash flows for the three months
ended March 31, 2001 has been restated to reflect the cancellation of debt as an
adjustment to additional paid-in capital.

On October 17, 2000, the Company issued 259 restricted and 87 free trading
shares of the Company's common stock for services totaling $13,000.

On August 29, 2000, the Company issued 6,384 restricted shares of common stock
to Atlas Equity Group, Inc., a related party, for reimbursement of office
expense. This transaction was valued at $24,000.

On August 29, 2000, the Company issued 108,604 restricted shares of the
Company's common stock in satisfaction for various notes payable and accrued
interest due. Total shares were valued at $408,306.

On August 9, 2000, the Company issued 5,187 restricted shares of common stock in
consideration for settlement fees in connection with OnlineFood.com, Inc. This
transaction was valued at $19,500.

During the year ended December 31, 2000, the Company issued 13,745 shares of
restricted common stock in consideration for consulting and management services.
Total value of shares issued were $357,750.

During the year ended December 31, 1999, the Company issued 25,934 shares of
common stock in connection with a stock for stock exchange agreement with
Quentin Road Productions, Inc. (a related party) for common shares of
WealthHound.com, Inc. dated December 8, 1999. The exchange was valued at $1,500.

During the year ended December 31, 1999, the Company issued 34,578 shares of
common stock in connection with a common stock share and exchange agreement
dated December 1, 1999 with i-AuctionTech.com, Inc. The exchange was valued at
$2,000.

During the year ended December 31, 1999, the Company issued 2,593 shares of
common stock in consideration for legal services. This transaction was valued at
$500.

During the year ended December 31, 1999, the Company issued 2,593 shares of
common stock in consideration of managerial services to a related party. This
transaction was valued at $500.

During the period May 5, 1997 (inception) through December 31, 1998, the Company
issued 5,187 shares of common stock in consideration for management services
provided by the then acting President of the Company, James Lee. This
transaction was valued at $4,000.

   The accompanying notes are an integral part of these financial statements.
                                      - 7 -

<PAGE>

I-INCUBATOR.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------------------------------------------

1.   ORGANIZATION

     i-Incubator.com, Inc. ("the Company" or "Incubator"), formerly Master
     Communications Corp., was incorporated on May 5, 1997 under the laws of the
     State of Florida. The Company's primary objective was to position itself as
     an internet incubator. Similar to other incubators, it intended to provide
     venture capital, technical expertise and marketing assistance to
     development stage companies. The Company's ticker symbol changed on
     December 7, 1999 to "INQU" to better reflect its name change and direction.
     Since its spin-off of its assets in January 2001, the Company has been
     primarily dedicated to acquiring businesses either through acquisition or
     merger.

     On January 19, 2001, the Company issued an agreement and plan of
     distribution ("spin-off") with its subsidiaries and investment in
     WealthHound.com, Inc. On spin-off, the shareholders of Incubator received
     the following amount of shares for each share (.5784 as restated for the
     April 2, 2002 reverse stock split) of common stock.

     .7810 shares of i-Teleco.com, Inc. for each share of i-Incubator.com, Inc.

     .4111 shares of i-Aerobid.com, Inc. for each share of i-Incubator.com, Inc.

     .1439 shares of i-Realtyauction.com, Inc. for each share of
     i-Incubator.com, Inc.

     .4111 shares of i-Antiqueauction.com, Inc. for each share of
     i-Incubator.com, Inc.

     .4111 shares of i-Carauction.com, Inc. for each share of i-Incubator.com,
     Inc.

     0.62 shares of WealthHound.com, Inc. for each share of i-Incubator.com,
     Inc.

     As a result of the spin-off and shares distribution, Atlas Equity Group,
     Inc., a related party, in which Michael D. Farkas is a beneficial owner,
     received 21% of the companies' outstanding common stock owned by Incubator;
     the Farkas Group, Inc., in which Michael D. Farkas is a beneficial owner,
     received 13.5% of the companies' outstanding common stock owned by
     Incubator; and GSM Communication, Inc., in which Michael D. Farkas is a
     beneficial owner, received 11.3% of the companies' outstanding common stock
     owned by Incubator.

     On March 21, 2002, the Company established a subsidiary in the State of
     Delaware called INQU Acquisition Corp. Jamee Kalimi was appointed the sole
     member of the Board of Directors and sole officer of the subsidiary.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     BASIS OF PRESENTATION

     The accompanying financial statements have been prepared in accordance with
     generally accepted accounting principles for interim financial information.
     In the opinion of management, all adjustments consisting of normal
     recurring accruals considered necessary in order to prepare the interim
     financial statements have been included. Results for the interim periods
     are not necessarily indicative of the results that may be expected for the
     year.

                                      -8-

<PAGE>

I-INCUBATOR.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------------------------------------------

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

     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 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
     disclosures of contingent assets and liabilities as of the date of the
     financial statements and reporting period. Accordingly, actual results
     could differ from those estimates.

     CASH AND CASH EQUIVALENTS

     For purposes of reporting cash flows, the Company considers all highly
     liquid investments purchased with an original maturity of three months or
     less to be cash equivalents.

     CARRYING VALUES

     The Company reviews the carrying values of its long-lived and identifiable
     intangible assets for possible impairment. Whenever events or changes in
     circumstances indicate that the carrying amount of assets may not be
     recoverable, the Company will reduce the carrying value of the assets and
     charge operations in the period the impairment occurs.

     INCOME TAXES

     The Company utilizes Statement of Financial Standards SFAS No. 109,
     "Accounting for Income Taxes", which requires the recognition of deferred
     tax assets and liabilities for the expected future tax consequences of
     events that have been included in financial statements or tax returns.
     Under this method, deferred income taxes are recognized for the tax
     consequences in future years of differences between the tax basis of assets
     and liabilities and their financial reporting amounts at each period end
     based on enacted tax laws and statutory tax rates applicable to the periods
     in which the differences are expected to affect taxable income. Valuation
     allowances are established when necessary to reduce deferred tax assets to
     the amount expected to be realized. The accompanying financial statements
     have no provisions for deferred tax assets or liabilities because the
     deferred tax allowance offsets the deferred tax asset in its entirety.

     STOCK COMPENSATION

     Stock-based compensation is recognized using the intrinsic value method
     prescribed in Accounting Principles Board ("APB") Opinion No. 25,
     Accounting for Stock Issued to Employees, and related interpretations.
     Accordingly, compensation expense for stock options is measured as the
     excess, if any, of the fair value of the Company's stock at the date of the
     grant over the amount an employee must pay to acquire the stock and is
     amortized over the vesting period. The Company has adopted the disclosure
     provisions of SFAS No. 123, Accounting for Stock-Based Compensation, which
     requires the Company to disclose the pro forma effects on earnings and
     earnings per share as if SFAS No. 123 had been adopted.

                                      -9-

<PAGE>

I-INCUBATOR.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------------------------------------------

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

     NET LOSS PER SHARE

     The Company has adopted SFAS No. 128 "Earnings Per Share." Basic loss per
     share is computed by dividing the loss available to common stockholders by
     the weighted-average number of common shares outstanding. Diluted loss per
     share is computed in a manner similar to the basic loss per share, except
     that the weighted-average number of shares outstanding is increased to
     include all common shares, including those with the potential to be issued
     by virtue of warrants, options, convertible debt and other such convertible
     instruments. Diluted earnings per share contemplates a complete conversion
     to common shares of all convertible instruments, only if they are dilutive
     in nature with regards to earnings per share. Since the Company has net
     losses for all periods, basic loss per share and diluted loss per share are
     the same.

     FAIR VALUE OF FINANCIAL INSTRUMENTS

     SFAS No. 107 "Disclosures about Fair Value of Financial Instruments"
     requires the disclosure of the fair value of financial instruments. The
     Company's management, using available market information and other
     valuation methods, has determined the estimated fair value amounts.
     However, considerable judgment is required to interpret market data in
     developing estimates of fair value. Accordingly, the estimates presented
     herein are not necessarily indicative of the amounts the Company could
     realize in a current market exchange.

     RECLASSIFICATION

     The financial statements for the three months ended March 31, 2001, has
     been reclassified to conform with the presentation for the current period.

3.   DEVELOPMENT STAGE OPERATIONS AND GOING CONCERN MATTERS

     The Company's initial activities have been devoted to developing a business
     plan, negotiating contracts and raising capital for future operations and
     administrative functions.

     The ability of the Company to achieve its business objectives is contingent
     upon its success in raising additional capital until such time as adequate
     revenues are realized from operations.

     The accompanying financial statements have been prepared on a going concern
     basis, which contemplates the realization of assets and the satisfaction of
     liabilities in the normal course of business. As shown in the financial
     statements, development stage losses from May 5, 1997 (date of inception)
     to March 31, 2002 amounted to $1,345,280. The Company's cash flow
     requirements during this period have been met by contributions of capital
     and debt financing. No assurance can be given that these sources of
     financing will continue to be available. If the Company is unable to
     generate profits, or unable to obtain additional funds for its working
     capital needs, it may have to cease operations.

     The financial statements do not include any adjustments relating to the
     recoverability and classification of liabilities that might be necessary
     should the Company be unable to continue as a going concern. The Company's
     continuation as a going concern is dependent upon its ability to generate
     sufficient cash flow to meet its obligations on a timely basis, to retain
     additional paid-in capital, and to ultimately attain profitability.

                                      -10-

<PAGE>

I-INCUBATOR.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------------------------------------------

4.   DEFERRED INCOME TAXES

     As of March 31, 2002 and December 31, 2001, the Company has carry-forward
     losses for income tax purposes of approximately $1,006,000 and $983,000,
     respectively, that may be offset against future taxable income. As of March
     31, 2002, the Company incurred $338,581 of expenses for the purchases of
     various domain names from related parties. Pursuant to Internal Revenue
     Code 267(a)(2) these expenses may not be deducted by the Company until the
     related parties recognize the income and accordingly, have not been
     included in the carry-forward loss. The carry-forward loss expires at
     various years through 2020. Due to the uncertainty regarding the success of
     future operations, management has not recognized any future income tax
     benefits that may arise from the utilization of the loss carry-forward.
<TABLE>
<CAPTION>
                                                                      (UNAUDITED)
                                                                       MARCH 31,                    DECEMBER 31,
                                                                          2002                          2001
                                                                -----------------------     -------------------------
<S>                                                             <C>                           <C>
Deferred tax assets arising from net operating losses           $              397,600        $              388,300
Less: Valuation allowance                                                     (397,600)                     (388,300)
                                                                -----------------------     -------------------------

Net deferred tax asset, net                                     $                    0        $                    0
                                                                =======================     =========================
</TABLE>

4.   ACCOUNTS PAYABLE AND ACCRUED EXPENSES

     Accounts payable and accrued expenses as of March 31, 2002 and December 31,
2001 are as follows:
<TABLE>
<CAPTION>
                                                                     (UNAUDITED)
                                                                      MARCH 31,                    DECEMBER 31,
                                                                         2002                          2001
                                                              -----------------------------    ---------------------
<S>                                                            <C>                           <C>
Accounts payable                                               $              162,137        $              152,738
Accrued expenses                                                               17,637                         7,512
Accrued interest                                                                2,347                         8,737
                                                              ------------------------     -------------------------

Total accounts payable and accrued expenses                    $              182,121        $              168,987
                                                              ========================     =========================
</TABLE>

     As of March 31, 2002 and December 31, 2001, the Company has incurred
     payroll tax liabilities of totaling $19,200 and $19,020, respectively,
     included in accounts payable. The Company is currently delinquent with both
     its federal and state payroll tax obligations.

5.   NOTES PAYABLE

     As of March 31, 2002 and December 31, 2001, notes payable to related
     parties aggregated $15,000 and $76,100, respectively. These notes are
     short-term borrowings with maturities of less than one year with interest
     rate of 12% per annum.

     On March 28, 2002, Atlas Equity Group, Inc., a related party, converted its
     notes payable totaling $61,100 and accrued interest of $8,308 into 171,428
     shares of common stock.

                                      -11-

<PAGE>

6.   DUE FROM/TO AFFILIATES

     The Company and have from time to time, made advances and/or made payments
     on behalf its affiliates. These advances are non-interest bearing and are
     due on demand. As of March 31, 2002 and December 31, 2001, due from
     affiliate totaled $70. As of March 31, 2002 and December 31, 2001, due to
     affiliates totaled $35,786 and $33,213, respectively.

7.   COMMITMENTS AND CONTINGENCIES

     On January 1, 2001, the Company entered into an agreement with Atlas Equity
     Group, Inc., a related party, for $2,500 per month for office rent and
     administrative charges to the Company

     The Company agreed in principle to an employment agreement for its
     President. The term of the agreement is one year, automatically renewable
     for a period of one year for each consecutive year thereafter, unless prior
     notice is given by either the Company or Mrs. Kalimi 90 days prior to the
     expiration of the contract term. Initial compensation will be at an annual
     rate of approximately $40,000. As of May 18, 2001, payments to Mrs. Kalimi
     have ceased.

8.   STOCKHOLDERS' EQUITY

     On February 22, 2002, the Company authorized an amendment to the Articles
     of Incorporation of the Company to increase the authorized common stock
     from 50,000,000 to 2,000,000,000 and the adoption of a blank check
     preferred class of stock. On March 22, 2002, the Company authorized a
     1-57.84 reverse stock split of its authorized and issued common stock, with
     a record date of April 2, 2002. The financial statements have been adjusted
     to reflect these changes.

     On March 28, 2002, pursuant to an agreement with the Company dated November
     20, 2001, Atlas Equity Group, Inc. converted its debt (including accrued
     interest) of $69,408 into 171,428 shares of common stock.

9.   WARRANTS

     During the year ended December 31, 2000, the Company issued six warrants
     listed below, for an equivalent 5,030 shares of common stock, in connection
     with promissory notes issued. The warrants exercise price and date of
     expiration are as follows:
<TABLE>
<CAPTION>
                                                             SHARES TO                 PRICE PER
             DATE                  DESCRIPTION               SUBSCRIBE                 SHARE                   EXPIRES
<S>     <C>               <C>                                   <C>                    <C>                     <C>
        02/02/00          Titan Corporation Ltd.                   138                 $145/Share              02/02/02
        03/24/00          Romano Limited                         2,075                 $116/Share              03/24/02
        04/05/00          Romano Limited                         1,383                 $116/Share              04/05/02
        04/05/00          Titan Corporation Ltd.                   266                  $94/Share              04/05/02
        04/15/00          Titan Corporation Ltd.                   615                  $32/Share              04/15/02
        05/01/00          Atlas Equity Group, Inc.                 553                  $29/Share              05/01/02
                          Total                                  5,030
</TABLE>

                                      -12-

<PAGE>

I-INCUBATOR.COM, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------------------------------------------

9.   WARRANTS (continued)

     The notes payables were issued with detachable warrants. The warrants were
     calculated using the Black Scholes Method using an 80% volatility, risk
     free interest rate of 6%, a dividend yield of 0%, and a weighted average
     expected life of two years.

     No warrants have been exercised as of March 31, 2002. The warrants have not
     been included in the computation of earnings per share. SFAS No. 128
     "Earnings Per Share" contemplates a complete conversion to common shares of
     all convertible instruments, only if they are dilutive in nature with
     regards to earnings per share. Since the Company has incurred net losses
     for all periods, warrants have not been included in the weighted average
     computation of common shares outstanding (see note 2 - Net Loss Per Share).

10.  SUBSEQUENT EVENTS

     Change in Control of the Company
     --------------------------------

     On May 15, 2002, INQU Acquisition Corp. ("Acquisition Corp."), a Delaware
     corporation and the wholly owned subsidiary of the Company formed on March
     21, 2002, merged with Inclusion, Inc., a California corporation
     ("Inclusion"), with Acquisition Corp. being the surviving corporation (the
     "Transaction").

     Under the terms of an agreement and plan of merger, each outstanding share
     of Inclusion was converted into one-fiftieth (1/50th) of a share of the
     Company's common stock, making Inclusion a wholly-owned subsidiary of the
     Company. In total, the Company issued 575,520 shares of common stock to the
     shareholders of Inclusion pursuant to the Transaction. Inclusion paid to
     the Company a total of $100,000 as part of the Transaction for payment of
     outstanding liabilities. In addition to the foregoing and in connection
     with the merger, the Company agreed to issue 113,867 shares of common stock
     to Atlas Capital Services, LLC, an affiliated party in payment of
     investment banking services. In connection with the Transaction, Mr.
     Michael Farkas and Ms. Jamee Kalimi appointed Mr. Martin Nielson, Mr. Paul
     Goodman, Mr. Suresh Mathai and Mr. Viswanath Sowani to the Board of
     Directors of the Company and then resigned as directors of the Company.

     Bonus Agreement
     ---------------

     On April 11, 2002, the Company agreed to issue 50,000 shares of common
     stock to Jamee Kalimi and 300,000 of common stock to Michael Farkas as a
     bonus for services rendered.

                                       13

<PAGE>

Item 2.  Management's Discussion and Analysis
---------------------------------------------

The following plan of operation provides information which management believes
is relevant to an assessment and understanding of our results of operations and
financial condition. The discussion should be read along with our financial
statements and notes thereto. I-Incubator.com, Inc., Inc. is a development -
stage company. Because the Company has not generated any revenue, it intends to
report its plan of operation below.

The following discussion and analysis contains forward-looking statements, which
involve risks and uncertainties. The Company's actual results may differ
significantly from the results, expectations and plans discussed in these
forward-looking statements.

The Company's operations have been devoted primarily to developing a business
plan and raising capital for future operations and administrative functions. The
Company intends to grow through internal development, strategic alliances, and
acquisitions of existing businesses. Because of uncertainties surrounding its
development, the Company anticipates incurring development stage losses in the
foreseeable future. The ability of the Company to achieve its business
objectives is contingent upon its success in raising additional capital until
adequate revenues are realized from operations.

PERIOD FROM MAY 5, 1997 (INCEPTION) THROUGH MARCH 31, 2002

Our cumulative net losses since the inception are attributable to the fact that
we have not derived any revenue from operations to offset out business
development expenses.

Operating expenses since inception have amounted to ($1,318,861), primarily
consisting of professional fees ($253,401), consulting fees ($384,910), salary
($139,080), office general ($104,867) and the expense in retaining their domain
names ($338,581).

The expenses incurred are in connection with the formation of the company, the
beginning stages of developing operations, and fee relating to the Company's
annual and quarterly filing.

THREE MONTHS ENDED MARCH 31, 2002 AND 2001

Development stage expenses during the three months ended March 31, 2002 were
($21,606) as compared to ($44,335) for the three months ended March 31, 2001.

Expenses for the three months ended March 31, 2002 were primarily professional
fees ($9,234) in connection with quarterly regulatory filings and office general
($7,500).

Expenses for the three months ended March 31, 2001 were primarily professional
fees ($18,159) in connection with quarterly regulatory filings, office general
($7,500) and salary ($9,208).

                                      I-2

<PAGE>

Liquidity and Capital Resources
-------------------------------

Despite capital contributions and both related party and third party loan
commitments, the company from time to time experienced, and continues to
experience, cash flow shortages that have slowed the Company's growth.

The Company has primarily financed its activities from sales of capital stock of
the Company and from loans from related and third parties. A significant portion
of the funds raised from the sale of capital stock has been used to cover
working capital needs such as office expenses and various consulting fees.

The Company continues to experience cash flow shortages, and anticipates this
continuing through the foreseeable future. Management believes that additional
funding will be necessary in order for it to continue as a going concern. The
Company is investigating several forms of private debt and/or equity financing,
although there can be no assurances that the Company will be successful in
procuring such financing or that it will be available on terms acceptable to the
Company.

                                      I-3

<PAGE>

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.  None

Item 2. Changes in Securities.   None

Item 3. Defaults Upon Senior Securities.  Not Applicable

Item 4. Submission of Matters to a Vote of Security  Holders. None

Item 5. Other Information. None

Item 6. Exhibits and Reports of Form 8-K. None

                                      II-1

<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 in its

behalf by the undersigned, thereunto duly authorized, on May 23, 2002.

                             I-Incubator.com, Inc.
                             (Registrant)

Date: May 23, 2002           /s/ Martin Nielson
                             --------------------------
                                 Martin Nielson
                                 Chairman, Chief
                                 Executive Officer,

                                      II-2