U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-KSB

      (MARK ONE)

    |X|  Annual Report Pursuant to Section 13 or 15(d) of Securities Exchange
         Act of 1934

                 For the fiscal year ended DECEMBER 31, 2000

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

              For the transition period from _______ to _______.

                          Commission File No. 000-29689

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

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

22 South Links Avenue, Ste. 204, Sarasota, Florida                  34236
--------------------------------------------------                  -----
(Address of Principal Executive Offices)                            (Zip Code)
</TABLE>

                                 (941) 330-8051
                                 --------------
                (Issuer's Telephone Number, Including Area Code)
           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

     TITLE OF EACH CLASS               NAME OF EACH EXCHANGE ON WHICH REGISTERED
     -------------------               -----------------------------------------
           None                                          None

         SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                         Common Stock, par value $0.001
         -------------------------------------------------------------
                                (Title of class)

      Check  whether  the issuer:  (1) filed all reports  required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months,  and (2)
has been  subject  to such  filing  requirements  for the  past 90  days.  Yes
|X|     No  |_|

      Check if there is no disclosure  of delinquent  filers in response to Item
405 of  Regulation  S-B not contained in this form,  and no  disclosure  will be
contained, to the best of the registrant's knowledge, in the definitive proxy or
information statement  incorporated by reference in Part III of this Form 10-KSB
or amendment to Form 10-KSB. |_|

      The issuer generated no revenues during its most recent fiscal year.

      The  aggregate  market  value  of  the  Company's  voting  stock  held  by
non-affiliates  as of April 9, 2001 was  approximately  $15,725,598 based on the
average closing bid and asked prices of such stock on that date as quoted on the
"pink  sheets." There were  9,930,100  shares of Common Stock  outstanding as of
April 9, 2001.

      Documents Incorporated by Reference: See Item 13

      This Form 10-KSB  consists of 24 pages.  The Exhibit  Index begins on page
23.


<PAGE>

FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS

      Information  included  or  incorporated  by  reference  in this filing may
contain  forward-looking  statements  within the  meaning of Section  27A of the
Securities Act and Section 21E of the Exchange Act. This information may involve
known and unknown  risks,  uncertainties  and other  factors which may cause our
actual results,  performance or achievements to be materially different from the
future  results,  performance  or  achievements  expressed  or  implied  by  any
forward-looking   statements.    Forward-looking   statements,   which   involve
assumptions  and describe our future plans,  strategies  and  expectations,  are
generally  identifiable by use of the words "may," "will,"  "should,"  "expect,"
"anticipate,"  "estimate,"  "believe,"  "intend" or "project" or the negative of
these words or other variations on these words or comparable terminology.

      This filing  contains  forward-looking  statements,  including  statements
regarding,  among other things, (a) our projected sales and  profitability,  (b)
our company's  business  plan and growth  strategies  (c) our  company's  future
financing  plans and (d) our company's  anticipated  needs for working  capital.
These  statements  may be found under  "Management's  Discussion and Analysis of
Financial  Condition and Results of  Operations"  and  "Business," as well as in
this prospectus  generally.  Actual events or results may differ materially from
those discussed in  forward-looking  statements as a result of various  factors,
including,  without  limitation,  the risks  outlined  under "Risk  Factors" and
matters  described  in this  filing  generally.  In  light of  these  risks  and
uncertainties,  there can be no assurance  that the  forward-looking  statements
contained  in this  filing will in fact  occur.  In addition to the  information
expressly  required to be included in this filing,  we will provide such further
material  information,  if  any,  as may  be  necessary  to  make  the  required
statements,  in light of the  circumstances  under  which  they  are  made,  not
misleading.

ITEM 1.  DESCRIPTION OF BUSINESS.

OVERVIEW

      We are a development stage company that has had no operations or income
since our inception in 1997. We were incorporated in the State of Florida on
July 10, 1997 as August Project 1 Corp. We were formed for the sole purpose of
acquiring or merging with an operating company. On January 27, 2000, Lido
Capital Corporation, a Florida corporation ("LIDO"), purchased 97.3% of the
then-outstanding common stock of our company from Erick Littman, our controlling
shareholder at that time. As previously reported, in April 2000, we acquired by
merger USWEBAUCTIONS, INC. ("USWA"), in which our company adopted the same name.
On July 13, 2000, the acquisition was rescinded.

      Since the rescission,  we have been active in seeking potential  operating
businesses and business  opportunities  with the intent to acquire or merge with
such  businesses.  On February 5, 2001,  our company  entered into a non-binding
Memorandum  of  Understanding  to merge with A-1  Cellular,  Inc.,  an operating
business.  This transaction is subject to a number of  contingencies,  including
completion  of due  diligence  reviews by all   parties and  negotiation  of the
transaction  documents.  There  can  be  no  assurance  that  will  successfully
consummate  this merger  transaction  or negotiate  the  definitive  transaction
documents on terms favorable  to our  company.  We have been in the  development
stage since inception and have undertaken  limited business  operations to date.
As such, we are considered a "shell" corporation, as our principal purpose is to
locate and consummate a merger or  acquisition  with a private  entity.  We have
limited cash and no other material assets.  We currently do not have a source of
revenue to cover  operating  costs to allow us to continue  as a going  concern.
Accordingly,   our  independent  accountants  have  included  in  our  financial
statements a going  concern  qualification  footnote.  Further,  there can be no
assurance  that we will have the  ability to acquire or merge with an  operating
business, business opportunity or property that will be of material value to us.

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

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

FINANCIAL PERFORMANCE

      We have  historically lost money. For the year ended December 31, 2000, we
sustained losses of $145,092. Since our inception on July 10, 1997, we sustained
losses of $147,092.  Our  independent  auditors have noted that our company does
not have  significant cash or other material assets to cover our operating costs
and to continue as a going concern.  Accordingly,  we may experience significant
liquidity and cash flow problems if we are not able to raise additional  capital
as needed and on acceptable terms. For more information concerning our financial
performance,  please see "Risk Factors - We Have No Operating History or Revenue
From Which To Evaluate Our Business" and  "Management's  Discussion and Analysis
or Plan of Operation."


                                       2
<PAGE>

MR. INGARFIELD OBTAINED CONTROL OF OUR COMPANY ON JANUARY 27, 2000

      We were formed on July 10, 1997 in Florida.  On or about January 27, 2000,
Lido  Capital  Corporation,   an  entity  wholly-owned  by  our  President,  Mr.
Ingarfield,  purchased  4,867,000  shares of Common Stock for $150,000 from Eric
Littman, our controlling  shareholder at that time. At the time of the purchase,
our company had 5,000,000 shares of Common Stock  outstanding.  As a result, Mr.
Ingarfield  owned  97.3%  of  our  company's   outstanding  capital  stock.  Mr.
Ingarfield currently owns 22.0%.

CERTAIN BUSINESS RISKS

      OUR  COMPANY IS SUBJECT TO VARIOUS  RISKS  WHICH MAY  MATERIALLY  HARM OUR
BUSINESS,  FINANCIAL  CONDITION AND RESULTS OF OPERATIONS.  YOU SHOULD CAREFULLY
CONSIDER THE RISKS AND  UNCERTAINTIES  DESCRIBED BELOW AND THE OTHER INFORMATION
IN THIS FILING BEFORE  DECIDING TO PURCHASE OUR COMMON STOCK.  THESE ARE NOT THE
ONLY  RISKS  AND  UNCERTAINTIES   THAT  WE  FACE.  IF  ANY  OF  THESE  RISKS  OR
UNCERTAINTIES  ACTUALLY OCCUR,  OUR BUSINESS,  FINANCIAL  CONDITION OR OPERATING
RESULTS  COULD BE  MATERIALLY  HARMED.  IN THAT CASE,  THE TRADING  PRICE OF OUR
COMMON STOCK COULD DECLINE AND YOU COULD LOSE ALL OR PART OF YOUR INVESTMENT.

WE HAVE NO OPERATING HISTORY OR REVENUE FROM WHICH TO EVALUATE OUR BUSINESS

      We have had no  operating  history or revenue  from  operations  since our
inception on July 10, 1997.  In addition,  we have limited  assets and financial
resources.  Due to our  lack of  operations  and  revenue,  we  expect  to incur
operating  losses for the  foreseeable  future.  Due to our lack of  operations,
there is limited information upon which investors can evaluate our business. Our
independent  auditors have noted that our company does not have significant cash
or a source of revenue to cover our operating  costs and to allow us to continue
as a going  concern.  External  capital will be required for us to continue as a
going concern.  We have no commitments or other sources of capital  available to
us. Our  inability to continue as a going  concern  could result in a decline of
our stock price, and you could lose money.

BECAUSE WE HAVE NO OPERATIONS OUR FUTURE BUSINESS OPPORTUNITIES ARE HIGHLY
SPECULATIVE

      The success of our proposed plan of operation will be highly  dependent on
any business  opportunity  which may be acquired in the future.  There can be no
assurance that we will be successful in acquiring any business opportunity.  You
should consider the likelihood of our future success to be highly speculative in
view of our lack of  operating  history,  as well as a lack of any  identifiable
business opportunity. Our inability to acquire an operating business in a timely
manner or at all could cause a decline in our stock price.

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

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



                                       3
<PAGE>

OUR MANAGEMENT IS EXPECTED TO EXERT SIGNIFICANT INFLUENCE OVER THE DIRECTION
OF OUR COMPANY AND WILL DEVOTE A LIMITED AMOUNT OF TIME TO IDENTIFYING
BUSINESS OPPORTUNITIES

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

OUR OPERATIONS LACK DIVERSIFICATION

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

MANAGEMENT MAY PARTICIPATE IN BUSINESS DEALINGS WHICH COMPETE WITH OUR COMPANY

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

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

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

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

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

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

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



                                       4
<PAGE>

THERE ARE DISADVANTAGES OF A BLANK CHECK OFFERING

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

WE MAY BE SUBJECT TO THE INVESTMENT COMPANY ACT OF 1940, WHICH WOULD RESULT
IN SIGNIFICANT REGISTRATION AND COMPLIANCE COSTS

      We do not  believe  that our  company  will be subject  to the  Investment
Company Act of 1940  because we will not be engaged in the business of investing
or trading in securities.  If we engage in business combinations in which we end
up holding  passive  investment  interests in a number of entities,  we could be
subject to regulation  under the Investment  Company Act of 1940. In such event,
we would be required to register as an investment  company and could be expected
to incur significant registration and compliance costs.

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

      We  intend  to  file  a  registration   statement  on  behalf  of  certain
shareholders  with the Securities and Exchange  Commission as soon as reasonably
practicable  after the consummation of a transaction with an operating  company.
This  registration  statement will permit such shareholders to freely sell their
shares of common stock into the open market.  Such sales  without  corresponding
demand may cause our stock price to decline.

OUR COMMON STOCK MAY BE DEEMED TO BE "PENNY STOCK"

      Our common stock may be deemed to be "penny stock" as that term is defined
in Rule 3a51-1  promulgated  under the  Securities  Exchange Act of 1934.  Penny
stocks are stock:

      o     With a price of less than $5.00 per share;

      o     That are not traded on a "recognized" national exchange;

      o     Whose prices are not quoted on the Nasdaq automated quotation system
            (Nasdaq  listed stock must still have a price of not less than $5.00
            per share); or

      o     In issuers with net  tangible  assets less than $2.0 million (if the
            issuer has been in continuous operation for at least three years) or
            $5.0 million (if in continuous operation for less than three years),
            or with  average  revenues  of less than $6.0  million  for the last
            three years.

      Broker/dealers  dealing in penny stocks are required to provide  potential
investors  with a  document  disclosing  the  risks of penny  stocks.  Moreover,
broker/dealers  are required to determine whether an investment in a penny stock
is a suitable  investment for a prospective  investor.  These  requirements  may
reduce  the  potential  market for our common  stock by  reducing  the number of
potential investors. This may make it more difficult for investors in our common
stock to resell  shares to third parties or to otherwise  dispose of them.  This
could cause our stock price to decline.

ITEM 2.  DESCRIPTION OF PROPERTY.

     Our corporate headquarters are located at 22 South Links Avenue, Suite 204,
Sarasota, Florida 34236.   We do not have a formal agreement with respect to the
lease of our office space, nor do we pay any rent.

ITEM 3.  LEGAL PROCEEDINGS.

      None.




                                       5
<PAGE>

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

      There were no matters  submitted to a vote of our security  holders during
the year ended December 31, 2000.

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

      The company's  Common Stock began trading on the "pink sheets" on November
16,  1999,  under the symbol  "AUUI." The  company's  high and low bid prices by
quarter during 1999 and 2000 are as follows:

                                      CALENDAR YEAR 2000(1)

                                     HIGH BID        LOW BID

             First quarter               None           None
             Second Quarter              None           None
             Third Quarter               None           None
             Fourth Quarter             $1.50         $0.001

                                      CALENDAR YEAR 1999(2)

                                     HIGH BID        LOW BID

             First quarter                N/A            N/A
             Second quarter               N/A            N/A
             Third quarter                N/A            N/A
             Fourth quarter              None           None

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

(1)   These  quotations  reflect  inter-dealer  prices,  without retail mark-up,
      mark-down  or  commission,   and  may  not  necessarily  represent  actual
      transactions.

HOLDERS OF COMMON STOCK

      On April 9, 2001, our company had approximately 36 shareholders of record.

DIVIDENDS

      We have not paid dividends in the past on any class of stock and we do not
anticipate paying dividends in the foreseeable future.

SALES OF UNREGISTERED SECURITIES

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

      With  respect to the sale of  unregistered  securities  referenced  above,
these transactions were exempt from registration pursuant to Section 4(2) of the
Securities  Act of  1933,  and  Regulation  D  promulgated  thereunder.  In each
instance,  the  purchaser  had access to  sufficient  information  regarding our
company so as to make an informed investment decision.

ITEM 6.  MANAGEMENT'S PLAN OF OPERATION AND DISCUSSION AND ANALYSIS.

      We are a  development  stage  company that has had no operations or income
since our  inception in 1997.  We were  incorporated  in the State of Florida on
July 10, 1997 as August  Project 1 Corp.  We were formed for the sole purpose of
acquiring  or merging  with an  operating  company.  On January 27,  2000,  Lido
Capital  Corporation,  a Florida  corporation  ("LIDO"),  purchased 97.3% of the
then-outstanding  common stock of our company from Eric Littman, our controlling
shareholder at that time. As previously reported,  in April 2000, we acquired by
merger USWEBAUCTIONS, INC. ("USWA"), in which our company adopted the same name.
On July 13, 2000, the acquisition was rescinded.



                                       6
<PAGE>

      Since the rescission,  we have been active in seeking potential  operating
businesses and business  opportunities  with the intent to acquire or merge with
such  businesses.  On February 5, 2001,  our company  entered into a non-binding
Memorandum  of  Understanding  to merge with A-1  Cellular,  Inc.,  an operating
business.  This transaction is subject to a number of  contingencies,  including
completion  of due  diligence  reviews by  all  parties and  negotiation  of the
transaction  documents.  There  can  be  no  assurance  that  will  successfully
consummate  this merger  transaction  or negotiate  the  definitive  transaction
documents on terms favorable  to our  company.  We have been in the  development
stage since inception and have undertaken  limited business  operations to date.
As such, we are considered a "shell" corporation, as our principal purpose is to
locate and consummate a merger or  acquisition  with a private  entity.  We have
limited cash and no other material assets.  We currently do not have a source of
revenue to cover  operating  costs to allow us to continue  as a going  concern.
Accordingly,   our  independent  accountants  have  included  in  our  financial
statements a going  concern  qualification  footnote.  Further,  there can be no
assurance  that we will have the  ability to acquire or merge with an  operating
business, business opportunity or property that will be of material value to us.

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

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

      BALANCE SHEET. At December 31, 2000, we had total assets of  approximately
$616,326,  of which $0 were  current  assets,  and had  current  liabilities  of
approximately $88,893.

      INCOME  STATEMENT.  We have not had any revenue since inception.  Our main
operating  expenses  consist  of the  costs  of  complying  with  the  reporting
requirements of the Securities Act of 1933, including legal and accounting fees.
For the fiscal year ended December 31, 2000, we recorded  approximately $198,265
in general and administrative  expenses. These expenses were partially offset by
interest income earned from the sale of our common stock in a private  offering.
For the fiscal year ended  December  31,  2000,  our net loss was  approximately
$145,092.

PLAN OF OPERATION

      CASH  REQUIREMENTS.  Our cash  requirements  consist primarily of employee
salaries, rent, professional fees and related expenses. As of December 31, 2000,
we had no cash-on-hand.  Since inception, our cash requirements have been met by
a  combination  of loans  from  management  and the  sale of  common  stock.  In
September  2000,  our  company  raised  approximately  $450,000  (less  offering
expenses of  approximately  $60,000)  from the sale of  1,800,000  shares of our
company  stock.  We will need to raise  additional  capital to fund our business
operations  and to develop our company's  business  strategy for the next twelve
months  and  beyond.  All of these  proceeds  have been  loaned to Lido  Capital
Corporation,  which is owned and controlled by Earl T. Ingarfield, the President
of our  company.  The loan to Lido  Capital  Corporation  is  unsecured,  due on
demand,  and is to accrue  interest  at the rate of 10% per annum.  The  current
outstanding  principal balance on this loan is $563,152 and the accrued interest
is $53,174 providing for a total balance of principal and interest of $616,363.

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

      Our company intends to register these securities  (approximately 1,800,000
shares of common stock) and any additional  securities  sold by our company with
the Securities and Exchange  Commission as soon as reasonably  practicable after
the  consummation  of a  transaction  with an  operating  company.  See "Certain
Business Risk Factors - Sales of Common Stock by Private Placement Investors May
Cause Our Stock Price to Decline."

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

GOING CONCERN OPINION

      Our  independent  auditors  have added an  explanatory  paragraph to their
audit opinions issued in connection with the 2000 and 1999 financial  statements
which states that our company does not have  significant  cash or other material
assets  to cover its  operating  costs  and to allow it to  continue  as a going
concern.  Our ability to obtain additional funding will determine our ability to
continue  as a going  concern.  Our  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.



                                       7
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS.


































                                       8
<PAGE>


                               USWEBAUCTIONS, INC.
                   (FORMERLY AUGUST PROJECT I CORPORATION)
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

                                DECEMBER 31, 2000


























                                       9
<PAGE>



                                    CONTENTS

Independent Auditors'Report................................................. 11

Balance Sheet............................................................... 12

Statements of Operations.................................................... 13

Statements of Stockholders' Equity.......................................... 14

Statements of Cash Flows.................................................... 15

Notes to the Financial Statements........................................... 16

























                                       10
<PAGE>




                          INDEPENDENT AUDITORS' REPORT

Board of Directors USWEBAUCTIONS, INC.
(Formerly August Project I Corporation)
(A Development Stage Company)
Salt Lake City, Utah

We have audited the accompanying balance sheet of USWEBAUCTIONS,  INC. (formerly
August Project I Corporation)  (a development  stage company) as of December 31,
2000 and the related  statements of operations,  stockholders'  equity, and cash
flows for the year ended  December 31,  2000,  and from the date of inception on
July 10, 1997 through  December 31, 2000.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on these  financial  statements  based  on our  audits.  The  financial
statements of  USWEBAUCTIONS,  INC.  (formerly  August Project I Corporation) (a
development  stage  company)  for the year ended  December  31, 1999 and for the
three years in the period ended December 31, 1999 were audited by other auditors
whose report dated February 21, 2000,  expresses an  unqualified  opinion on the
financial  statements for December 31, 1999. Our opinion,  insofar as it relates
to the  amounts  for those  years,  is based  solely on the  report of the other
auditors.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our  opinion,  based on our audit and the report of the other  auditors,  the
financial statements referred to above present fairly, in all material respects,
the  financial  position  of  USWEBAUCTIONS,  INC.  (formerly  August  Project I
Corporation)  (a  development  stage  company) as of  December  31, 2000 and the
results of its  operations  and its cash flows for the year ended  December  31,
2000, and from the date of inception on July 10, 1997 through  December 31, 2000
in conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial  statements,  the  Company  is a  development  stage  company  with no
significant operating revenues to date, which raises substantial doubt about its
ability to continue as a going  concern.  Management's  plans in regard to these
matters are also  described in Note 2. The  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.

HJ & Associates, LLC
Salt Lake City, Utah
February 12, 2001







                                       11
<PAGE>

<TABLE>
<CAPTION>
                                  USWEBAUCTIONS, INC.
                        (Formerly August Project I Corporation)
                             (A Development Stage Company)
                                     Balance Sheet

                                       ASSETS

                                                                        December 31,
                                                                           2000
<S>                                                                  <C>
 CURRENT ASSETS

      Cash                                                           $               -
                                                                      ----------------
          Total Current Assets                                                       -
                                                                      ----------------

 OTHER ASSETS

      Note receivable - related party (Note 3)                                 563,152
      Interest receivable - related party (Note 3)                              53,174
                                                                      ----------------
          Total Other Assets                                                   616,326
                                                                      ----------------
          TOTAL ASSETS                                               $         616,326
                                                                      ----------------
                        LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES

      Accounts payable                                               $          75,988
      Bank over                                                            12,905
                                                                      ----------------
          Total Current Liabilities                                             88,893
                                                                      ----------------
 STOCKHOLDERS' EQUITY

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



                                                 12
<PAGE>

<TABLE>
<CAPTION>
                                                         USWEBAUCTIONS, INC.
                                               (Formerly August Project I Corporation)
                                                    (A Development Stage Company)
                                                      Statements of Operations

                                                                                           From
                                                                                        Inception on
                                                          For the                         July 10,
                                                        Years Ended                     1997 Through
                                                       December 31,                     December 31,
                                                2000                  1999                  2000
                                                ----                  ----                  ----
<S>                                       <C>                   <C>                   <C>
REVENUES                                  $                     $                     $               -

EXPENSES

     General and administrative                     198,265                     -               200,265
                                           ----------------      ----------------      ----------------
         Total Expenses                             198,265                     -               200,265
                                           ----------------      ----------------      ----------------
LOSS FROM OPERATIONS                               (198,265)                     -             (200,265)
                                           ----------------      ----------------      ----------------
OTHER INCOME

     Interest income                                 53,173                     -                53,173
                                           ----------------      ----------------      ----------------
         Total Other Income                          53,173                     -                53,173
                                           ----------------      ----------------      ----------------
NET LOSS                                  $        (145,092)    $                     $       (147,092)
                                           ================      ================      ================
BASIC LOSS PER SHARE                      $           (0.02)   $                -
                                           ================      ================


WEIGHTED AVERAGE NUMBER OF SHARES                 7,215,621             5,000,000
                                           ================      ================
</TABLE>


                                                 13
<PAGE>

<TABLE>
<CAPTION>
                                                         USWEBAUCTIONS, INC.
                                               (Formerly August Project I Corporation)
                                                    (A Development Stage Company)
                                                 Statements of Stockholders' Equity
                                      From Inception on July 10, 1997 Through December 31, 2000

                                                                                                                      Deficit
                                                                                                                    Accumulated
                                                                                 Additional          Stock          During the
                                                       Common Stock               Paid-in        Subscription       Development
                                                  Shares          Amount          Capital         Receivable           Stage
                                                  ------          ------          -------         ----------           -----
<S>                                               <C>           <C>            <C>              <C>               <C>
Balance at inception on July 10, 1997                      -    $         -    $            -   $            -    $           -

Common stock issued for services                   5,000,000          5,000            (3,000)               -                -

Net loss from inception on July 10, 1997 to
  December 31, 1997                                        -              -                 -                -            (2,000)
                                                  ----------     ----------     -------------     ------------     -------------
Balance, December 31, 1997                         5,000,000          5,000            (3,000)               -            (2,000)

Net loss for the year ended December 31, 1998              -              -                 -                -                 -
                                                  ----------     ----------     -------------     ------------     -------------
Balance, December 31, 1998                         5,000,000          5,000            (3,000)               -            (2,000)

Net loss for the year ended December 31, 1999              -              -                 -                -                 -
                                                  ----------     ----------     -------------     ------------     -------------
Balance, December 31, 1999                         5,000,000          5,000            (3,000)               -            (2,000)

Common stock issued for cash at $0.25 per
  share on June 10, 2000                           3,060,000          3,060           761,940         (500,000)                -

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

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

Common stock issued for cash at $0.25 per
  share on October 19, 2000                           50,100             50            12,475                -                 -

Common stock issued for cash at $0.25 per
  share on October 31, 2000                           20,000             20             4,980                -                 -

Net loss for the year ended December 31, 2000              -              -                 -                -          (145,092)
                                                  ----------     ----------     -------------     ------------     -------------
Balance, December 31, 2000                         9,930,100    $     9,930    $    1,164,595    $    (500,000)   $     (147,092)
                                                  ==========     ==========     =============     ============     =============
</TABLE>












                                                 14
<PAGE>

<TABLE>
<CAPTION>
                                         USWEBAUCTIONS, INC.
                               (Formerly August Project I Corporation)
                                    (A Development Stage Company)
                                      Statements of Cash Flows

                                                                                                                 From
                                                                                                             Inception on

                                                                              For the                          July 10,
                                                                            Years Ended                      1997 Through
                                                                            December 31                      December 31
                                                                    2000                   1999                  2000
                                                                    ----                   ----                  ----
<S>                                                          <C>                    <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss                                                       $       (145,092)    $                -     $       (147,092)
  Adjustments to reconcile net loss to net cash used by
    operating activities:
    Issuance of stock for services                                             -                     -                 2,000
  Changes in operating assets and liability accounts:
    (Increase) decrease in interest receivable                           (53,174)                    -               (53,174)
    Increase in bank over                                            12,905                     -                12,905
    Increase (decrease) in accounts payable                               75,988                     -                75,988
                                                                ----------------      ----------------       ---------------
      Net Cash (Used) by Operating Activities                           (109,373)                    -              (109,373)
                                                                ----------------      ----------------       ---------------
CASH FLOWS FROM INVESTING ACTIVITIES                                           -                     -                     -
                                                                ----------------      ----------------       ---------------
CASH FLOWS FROM FINANCING ACTIVITIES

  Cash loaned on notes receivable - related party                       (707,152)                    -              (707,152)
  Cash received on notes receivable - related party                      144,000                     -               144,000
  Stock offering costs                                                   (60,000)                    -               (60,000)
  Issuance of stock for cash                                             732,525                     -               732,525
                                                                ----------------      ----------------       ---------------
      Net Cash Provided by Financing Activities                          109,373                     -               109,373
                                                                ----------------      ----------------       ---------------
NET INCREASE (DECREASE) IN CASH                                                -                     -                     -

CASH AT BEGINNING OF PERIOD                                                    -                     -                     -
                                                                ----------------      ----------------       ---------------
CASH AT END OF PERIOD                                        $                 -    $                -    $                -
                                                                ================      ================       ===============
CASH PAYMENTS FOR:

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

SCHEDULE OF NON-CASH FINANCING ACTIVITIES:

  Common stock issued for services                           $                 -    $                -    $            2,000
  Stock subscription receivable                              $           500,000    $                -    $          500,000
</TABLE>





                                                 15
<PAGE>


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

NOTE 1 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

            a.  Organization

            August Project I Corporation  (the "Company") was organized July 10,
            1997  under  the laws of the State of  Florida  for the  purpose  of
            engaging in any lawful  activity.  On April 20, 2000,  the Company's
            name was changed to USWEBAUCTIONS, Inc., in connection with a failed
            acquisition of USWEBAUCTIONS,  INC., a private company.  The Company
            has had no significant  operations since inception and is considered
            a  development   stage  company  in  accordance  with  Statement  of
            Financial Accounting Standards No. 7.

            b.  Provision for Taxes

            No provision for federal  income taxes has been made at December 31,
            2000  due  to  accumulated   operating  losses.  The  minimum  state
            franchise tax has been accrued.

            The Company has accumulated  approximately $147,000 of net operating
            losses as of December 31, 2000,  which may be used to reduce taxable
            income and income taxes in future  years  through  2020.  The use of
            these  losses to  reduce  future  income  taxes  will  depend on the
            generation of sufficient  taxable  income prior to the expiration of
            the net operating loss carryforwards of $147,000.

            In the event of certain  changes in  control of the  Company,  there
            will be an annual  limitation  on the amount of net  operating  loss
            carryforwards  which can be used.  The potential tax benefits of the
            net operating loss  carryforwards  of $147,000 have been offset by a
            valuation allowance of the same amount.

            c.  Accounting Method

            The financial  statements  are prepared  using the accrual method of
            accounting. The Company has elected a calendar year end.

            d.  Estimates

            The preparation of financial statements in conformity with generally
            accepted accounting principles requires management to make estimates
            and  assumptions  that  affect  the  reported  amounts of assets and
            liabilities  and disclosure of contingent  assets and liabilities at
            the date of the  financial  statements  and the reported  amounts of
            revenues and expenses  during the reporting  period.  Actual results
            could differ from those estimates.

            e.  Cash and Cash Equivalents

            The Company considers all highly liquid  investments with a maturity
            of three months or less when purchased to be cash equivalents.




                                       16
<PAGE>


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



NOTE 1 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

            f.  Basic Loss per Share

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

<TABLE>
<CAPTION>
                                                                                    For the
                                                                                   Year Ended

                                                                                  December 31,
                                                                            2000                  1999
                                                                            ----                  ----
<S>                                                               <C>                   <C>
            Net loss (numerator)                                  $    (145,092)        $            -

            Weighted average shares outstanding (denominator)          7,215,621             5,000,000

            Basic loss per share                                  $        (0.02)       $            -

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


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

            g.  Revenue Recognition

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

NOTE 2 -    GOING CONCERN

            The Company's  financial  statements  are prepared  using  generally
            accepted accounting  principles  applicable to a going concern which
            contemplates   the   realization   of  assets  and   liquidation  of
            liabilities  in the normal  course of business.  The Company has not
            established  revenues  sufficient to cover its  operating  costs and
            allow it to continue as a going concern. Management intends to raise
            additional  funds through  private  placements  and to seek a merger
            with  an  existing,  operating  company.  In  the  interim,  it  has
            committed to meeting the Company's minimal operating expenses.

NOTE 3 -    RELATED PARTY TRANSACTION

            The Company has loaned related  parties  $563,152 as of December 31,
            2000.  These notes bear  interest at 10%, are  unsecured  and due on
            demand. Accrued interest on thee notes receivable totaled $53,174 at
            December 31, 2000.

NOTE 4 -    CANCELLATION OF PROPOSED MERGER
            The Company's merger with USWEBAUCTIONS,  INC. was rescinded.  All
            of the shares issued have been canceled and returned.




                                       17
<PAGE>


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



NOTE 5 -    STOCK TRANSACTIONS

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

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

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

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
















                                       18
<PAGE>

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS OR ACCOUNTING AND
         FINANCIAL DISCLOSURE.

      None.


ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 1B(A) OF THE EXCHANGE ACT.

      Information concerning our current executive officers and directors is set
forth in the following table:

          NAME:          AGE:  POSITION:

          Earl T.         41   President, Chief Executive Officer
          Ingarfield           and Chairman

          Jerry L.        65   Secretary, Treasurer and Director
          Busiere

      EARL T.  INGARFIELD has been the Chief  Executive  Officer,  President and
Chairman since January 1999.  Since June 1998, Mr.  Ingarfield has also been the
Chief Executive Officer, President and Chairman of Avid Sportswear & Golf Corp.,
a publicly-held company in Sarasota,  Florida. In addition, since June 30, 1995,
Mr.  Ingarfield  has also been the sole  owner of Lido  Capital  Corporation,  a
privately-held  company  in  Sarasota,  Florida.  From  1979 to  1987,  he was a
professional  hockey player for the Atlanta  Flames,  Calgary Flames and Detroit
Red  Wings.  For many  years,  he has also been  involved  in  Indy-car  racing,
offshore boat racing and is an avid golfer.

      JERRY L. BUSIERE has been the  Secretary,  Treasurer and a Director  since
January  1999.  Since  June  1998,  Mr.  Busiere  has also  been the  Secretary,
Treasurer and a Director of Avid  Sportswear & Golf Corp.  Mr.  Busiere has over
forty-one  years of  experience in  accounting  and taxation.  From 1997 to July
1998, he was Controller of Lido Capital  Corporation,  a privately-held  company
owned by Mr.  Ingarfield.  From 1989 to 1995,  he was a Senior Rate  Analyst and
Chief Financial Officer of Poly-Portables,  Inc., a Georgia-based  manufacturing
company.  From 1962 to 1988, he owned his own accounting practice. He has served
as a consultant for numerous  companies,  such as Wellcraft Boat  Manufacturing,
Englewood Disposal Service, Poly-Portables, Inc., Colony Beach Resort, Buccaneer
Inn and Far  Horizon  Resorts.  He  received  an A.S.  Degree  in 1973  from the
University of South Florida in Sarasota, Florida.


ITEM 10.  EXECUTIVE COMPENSATION.

      The following table provides  information  about the compensation  paid by
our  company to its Chief  Executive  Officer  and all other  current  executive
officers  who were  serving  as  executive  officers  at the end of 2000 and who
received in excess of $100,000:









                                       19
<PAGE>

<TABLE>
<CAPTION>
                                          ANNUAL COMPENSATION                            LONG-TERM COMPENSATION
                                          -------------------                            ----------------------
                                                                                       RESTRICTED   SECURITIES
                                                                       OTHER ANNUAL      STOCK      UNDERLYING      ALL OTHER
NAME AND PRINCIPAL                                                     COMPENSATION     AWARD(S)      OPTIONS      COMPENSATION
POSITION(S)                      YEAR    SALARY ($)   BONUS ($)             ($)           ($)          (#S)            ($)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>            <C>        <C>                  <C>            <C>         <C>               <C>
Earl T. Ingarfield(1)            2000           --         --                   --             --          --                --
Chief Executive Officer,         1999           --         --                   --             --          --                --
President and Chairman of the
Board of Directors

Jerry L. Busiere(2)              2000           --         --                   --             --          --                --
Secretary, Treasurer and         1999           --         --                   --             --          --                --
Director                         1998           --         --                   --             --          --                --
</TABLE>
---------------------

(1)   Mr. Ingarfield became Chief Executive Officer, President and Chairman
      of the Board of Directors in January 1999.
(2)   Mr. Busiere became Secretary, Treasurer and a Director in January 1999.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

     The following  table sets forth as of April 9, 2001,  the names,  addresses
and stock ownership in our company for the current directors and named executive
officers  of our  company  and every  person  known to our  company  to own five
percent (5%) or more of the issued and outstanding shares of the Common Stock:

<TABLE>
<CAPTION>                                                      SHARES
                                                            BENEFICIALLY          ACQUIRABLE
                            NAME AND ADDRESS                   OWNED:              WITHIN              PERCENTAGE
TITLE OF CLASS:           OF BENEFICIAL OWNER:                  (1)                60 DAYS:             OF CLASS:
---------------           --------------------              ------------           --------            ----------

<S>                <C>                                           <C>                       <C>              <C>
Common             Earl T. Ingarfield(2)                         2,253,500                --               22.7%
                   22 South Links Avenue, Suite 204
                   Sarasota, Florida  34236

Common             Jerry L. Busiere                                     --                 --                 --%
                   22 South Links Avenue, Suite 204
                   Sarasota, Florida  34236

Common             All Officers and Directors as a               2,253,500                 --              22.7%
                   Group(2)
</TABLE>

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

(1)   Based on 9,930,000 shares of Common Stock outstanding as of
      April 9, 2001.

(2)   Includes all stock held by Mr. Ingarfield and Lido Capital Corporation,
      an entity in which Mr. Ingarfield is the sole owner, officer and
      director.




                                       20
<PAGE>

POTENTIAL CHANGE OF CONTROL

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

      o     LOANS.  From  time  to  time  we have  entered  into  related  party
            transactions.  The company  has loaned  money  periodically  to Lido
            Capital Corporation, an entity wholly owned by Mr. Ingarfield. As of
            April 9, 2001,  our company has loaned Lido Capital  Corporation,  a
            total of $563,152.




                                       21
<PAGE>




ITEM 13. EXHIBITS, LISTS AND REPORTS ON FORM 8-K.

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

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

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

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

3.01            Articles of Incorporation filed                  Incorporated by reference to
                on July 10, 1997 with the                        Exhibit 3.01 to our company's
                Florida                                          Secretary  of  State   Registration
                                                                 Statement  on Form 10-SB filed with
                                                                 the    Securities    and   Exchange
                                                                 Commission on February 24, 2000.

3.02            Articles of Amendment to                         Incorporated by reference to
                Articles of Incorporation                        Exhibit 3.02 to our company's
                                                                 Registration   Statement   on  Form
                                                                 10-SB Filed with the Securities and
                                                                 Exchange Commission on February 24,
                                                                 2000.



                                       22
<PAGE>

3.03            Bylaws                                           Incorporated by reference to
                                                                 Exhibit 3.03 to our company's
                                                                 Registration Statement on Form
                                                                 10-SB filed with the Securities
                                                                 and Exchange Commission on
                                                                 February 24, 2000.

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

10.01           Material Contracts.                              Not Applicable.

11.01           Statement re: Computation of                     Not Applicable.
                Earnings

15.01           Letter on Unaudited Interim                      Not Applicable.
                Financial Information

16.01           Letter on Change in Certifying                   Not Applicable.
                Accountant

18.01           Letter on Change in Accounting                   Not Applicable.
                Principles

21.01           Subsidiaries of our company                      Not Applicable.

23.01           Consent of Independent                           Provided herewith
                Accountants

24.01           Power of Attorney                                Not Applicable.
</TABLE>

      (B)   REPORTS ON FORM 8-K.

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

                                   SIGNATURES

      In accordance  with the  requirements  of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Date: April 17, 2001                       USWEBACUTIONS, INC.

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








                                       23