SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

                 Annual Report Under Section 13 or 15(d) of the

                         SECURITIES EXCHANGE ACT OF 1934

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                              For Fiscal Year Ended
                                December 31, 2001

                           Commission File #000-26951

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

                                     Florida

         (State or other jurisdiction of incorporation or organization)

                                   59-3442557
                      (IRS Employer Identification Number)

              1221 Brickell Avenue, Suite 900, Miami, Florida 33131
               (Address of principal executive offices )(Zip Code)

                                 (305) 358-3678
                (Registrant's telephone no., including area code)

(Former name, former address and former fiscal year, if changed since last
report)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

                         Common Stock, $0.0001 par value

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes   [X]     No [   ]

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

                                       -1-

<PAGE>

knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.
( )

Revenues for year ended December 31, 2001: $-0-

Aggregate market value of the voting common stock held by non-affiliates of the
registrant as of April 12, 2002, was: $583,825

Number of shares of the registrant's common stock outstanding as of April 12,
2002 is: 967,917

Transfer Agent for the Company is:  Continental Stock Transfer & Trust Company
                                    2 Broadway
                                    New York, NY 10004

                                       -2-
<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS
---------------------------------

GENERAL

I-INCUBATOR.COM, INC. ("I-Incubator") was incorporated under the name Master
Communications Corp. in the State of Florida on May 8, 1997 to engage in any
lawful corporate undertaking, including, but not limited to, selected mergers
and acquisitions. The Company has been in the developmental stage since
inception has been an internet incubator and holding company for its
Subsidiaries.

The Company will attempt to locate and negotiate with a business entity for the
combination of that target company with the Company. The combination will
normally take the form of a merger, stock-for-stock exchange or stock-for-assets
exchange. No assurances can be given that we will be successful in locating or
negotiating with any target company.

Business Plan

Our purpose is to seek, investigate and, if our investigation warrants, merge or
combine with or acquire an interest in a business entity which desires to seek
the perceived advantages of a corporation which has a class of securities
registered under the Securities Act. We will not restrict our search to any
specific business, industry, or geographical location and we may participate in
a business venture of virtually any kind or nature. As of this date, no
definitive agreement regarding any such acquisition has been entered into. No
assurances can be made by the Company that any transaction will close.

We anticipate that the selection of a business opportunity in which to
participate will be complex and extremely risky. Management believes (but has
not conducted any research to confirm) that there are business entities seeking
the perceived benefits of a publicly registered corporation. These perceived
benefits may include facilitating or improving the terms on which additional
equity financing may be sought, providing liquidity for incentive stock options
or similar benefits to key employees, increasing the opportunity to use
securities for acquisitions, providing liquidity for stockholders and other
factors; however, we can give no assurance that any of these perceived benefits
will be realized. Business opportunities may be available in many different
industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
difficult and complex.

The analysis of new business opportunities will be undertaken by, or under the
supervision of, our officers and directors. In analyzing prospective business
opportunities, management will consider such matters as the available technical,
financial and managerial resources; working capital and other financial
requirements; history of operations, if any; prospects for the future; nature of
present and expected competition; the quality and experience of management
services which may be available and the depth of that management; the

                                       -3-

<PAGE>

potential for future research, development, or exploration; specific risk
factors not now foreseeable but which then may be anticipated; the potential for
growth or expansion; the potential for profit; the perceived public recognition
or acceptance of products, services, or trades; name identification; and other
relevant factors. This discussion of the proposed criteria is not meant to be
restrictive of our virtually unlimited discretion to search for and enter into
potential business opportunities.

We may use outside consultants or advisors to assist in the search for qualified
target companies. If we do retain an outside consultant or advisor, any cash fee
earned by the consultant may need to be assumed by a third party or the target
company, as we have limited cash assets with which to pay that type of
obligation.

Following a business combination, we may benefit from the services of others in
regard to accounting, legal services, underwritings and corporate public
relations. If requested by a target company, our management may recommend one or
more underwriters, financial advisors, accountants, public relations firms or
other consultants to provide such services.

A potential target company may have an agreement with a consultant or advisor
providing that services of the consultant or advisor be continued after any
business combination. Additionally, a target company may be presented to us only
on the condition that the services of a consultant or advisor be continued after
a merger or acquisition. These types of preexisting agreements of target
companies for the continuation of the services of attorneys, accountants,
advisors or consultants could be a factor in the selection of a target company.

Acquisition Opportunities

In implementing a structure for a particular business acquisition, we may become
a party to a merger, consolidation, reorganization, joint venture, or licensing
agreement with another corporation or entity. We may also acquire stock or
assets of an existing business.

While the terms of a business transaction to which we may be a party cannot be
predicted, it is expected that the parties to the business transaction will
desire to avoid the creation of a taxable event and thereby structure the
acquisition in a "tax-free" reorganization under Sections 351 or 368 of the
Internal Revenue Code of 1986.

With respect to any merger or acquisition negotiations with a target company,
our management expects to focus on the percentage ownership of our common stock
which target company shareholders would acquire in exchange for their
shareholdings in the target company. Depending upon, among other things, the
target company's assets and liabilities, our stockholders will in all likelihood
hold a substantially lesser percentage ownership interest in us following any
merger or acquisition. The percentage of ownership may be subject to significant
reduction in the event we acquire a target company with substantial assets.

We will participate in a business opportunity only after the negotiation and
execution of

                                       -4-

<PAGE>

appropriate agreements. Although the terms of these agreements cannot be
predicted, generally these types of agreements will require representations and
warranties of the parties to the agreement, will specify certain events of
default, will detail the terms of closing and the conditions which must be
satisfied by the parties prior to and after the closing, will outline the manner
of bearing costs, including costs associated with our attorneys and accountants,
and will include miscellaneous other terms.

We will not restrict our search for any specific kind of business entity, but
may acquire a venture which is in its preliminary or development state, which is
already in operation, or in essentially any stage of its business life. It is
impossible to predict at this time the status of any business in which we may
become engaged.

We do not intend to restrict our search for business opportunities to any
particular geographical area or industry, and may, therefore, engage in
essentially any business, to the extent of our resources. This includes
industries such as information technology, finance, natural resources,
manufacturing, product development, medical, communications and others. We may
seek a business opportunity with entities which wish to utilize the public
marketplace in order to raise additional capital in order to expand into new
products or markets, to develop a new product or service, or for other corporate
purposes. We may acquire assets and establish wholly-owned subsidiaries in
various businesses or acquire existing businesses as subsidiaries. Our
discretion in the selection of business opportunities is unrestricted, subject
to the availability of such opportunities, economic conditions, and other
factors.

Any entity which has an interest in being acquired by, or merging into, us is
expected to be an entity that desires to become a public company and establish a
public trading market for its securities. There are various reasons why an
entity would wish to become a public company, including:

     o    the ability to use registered securities as currency in acquisitions
          of assets or businesses;

     o    increased visibility in the financial community; o the facilitation of
          borrowing from financial institutions; o increased liquidity to
          investors;

     o    greater ease in raising capital; o compensation of key employees
          through varying types of equity incentives; o enhanced corporate
          image; and o a presence in the United States capital markets.

Management believes that the sought after business opportunity will likely be:

     o    business entity with the goal of becoming a public company in order to
          use our registered securities for the acquisition of assets or
          businesses;

     o    a company which is unable to find an underwriter of its securities or
          is unable to find an underwriter of its securities on terms acceptable
          to it;

                                       -5-

<PAGE>

     o    a company that wishes to become public with less dilution of its
          common stock than would occur upon an underwriting;

     o    company that believes that it will be able to obtain investment
          capital on more favorable terms after it has become public;

     o    a company that wishes to avoid the significant expenses which would be
          incurred in a public offering; or

     o    a foreign company that wishes to make an initial entry into the United
          States securities markets.

We are unable to predict when we may participate in a business opportunity. We
expect, however, that the analysis of specific proposals and the selection of a
business opportunity may take several months, or perhaps longer.

EMPLOYEES

As of April 12, 2002, the Company employed a total of two persons, one on a full
time basis and one on a part time basis. In addition, depending on demand, the
Company will utilize manpower agencies to contract between additional persons on
a temporary, part-time basis. None of the Company's employees are represented by
a labor union. The Company believes that its relations with its employees are
good.

ITEM 2. DESCRIPTION OF PROPERTY
---------------------------------

The Company presently shares office space in a building located at 1221 Brickell
Avenue, Suite 900, Miami, Florida. The facility is leased pursuant to a month to
month lease. The primary tenant is Atlas Equity Group, Inc. Atlas Equity Group,
Inc. subleases the facility to i-Incubator.com, Inc. at the rate of $2,500 per
month. Michael D. Farkas, a principal shareholder of the Company is the
President and sole shareholder of Atlas Equity Group, Inc. The landlord is not
affiliated with us. We believe that this space is sufficient for us at this
time.

ITEM 3.  LEGAL PROCEEDINGS
--------------------------

There is no litigation pending or threatened by or against the Company.

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

None.


                                    PART II

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


                                       -6-

<PAGE>

On April 12, 2002, there were approximately 650 shareholders of record of our
common stock. Based on information received from brokers and others in fiduciary
capacities, we estimate that the total number of shareholders of our common
stock exceeds 650. Our shares of common stock are currently traded on the OTC
Electronic Bulletin Board under the symbol "INQU".

The reported high and low bid prices for our common stock are shown below for
each quarter during the last three complete fiscal years. The quotations reflect
inter-dealer prices and do not include retail mark-ups, mark-downs or
commissions. The prices do not necessarily reflect actual transactions.
<TABLE>
<CAPTION>
Period                              HIGH BID         LOW BID
--------                            -------------    ------------
1999
<S>                                <C>              <C>
Fourth Quarter                     4.625            .1953

2000

First Quarter                       4.10             1.55
Second Quarter                      1.95              .80
Third Quarter                        .85              .10
Fourth Quarter                       .50              .10

2001
First Quarter                        .99              .05
Second Quarter                       .11              .05
Third Quarter                       .075             .025
Fourth Quarter                      .065             .015

</TABLE>

DIVIDENDS

We do not intend to retain future earnings to support our growth. Any payment
of cash dividends in the future will be dependent upon: the amount of funds
legally available therefore; our earnings; financial condition; capital
requirements; and other factors which our Board of Directors deems relevant.

<PAGE>

ITEM 6.  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 DECEMBER 31, 2001

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 ($1,321,756), primarily
consisting of professional fees ($244,167), consulting fees ($384,910), salary
($139,080), office general ($97,367) 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.

YEARS ENDED DECEMBER 31, 2001 AND DECEMBER 31, 2000

Development stage expenses during the year ended December 31, 2001 were
($143,343) as compared to ($665,221) for the year ended December 31, 2000.

Expenses for the year ended December 31, 2001 were primarily professional fees
($71,429) in connection with quarterly regulatory filings, office general
($29,000), and salary ($15,346).

Expenses for the year ended December 31, 2000 were primarily professional fees
($109,198) in connection with quarterly regulatory filings, consulting fees
($361,750) in connection with services rendered to the Company, office general
($48,959), and salary ($79,394).

For the year ended December 31, 2000, the company also incurred losses due to a
bad loan ($55,620), investment ($52,000) in I-auctiontech.com, and a settlement
fee ($19,500) with Onlinefood.com, Inc. for termination of their agreement. The
Company's debt of $235,132 to Michael D. Farkas related to the purchase of the
subsidiaries domain names was canceled due to the assumption of its subsidiaries
for their own domain name.


<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.

<PAGE>

ITEM 7. FINANCIAL STATEMENTS
-----------------------------

The financial statements of the Company, together with the report of auditors,
are included herein.

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

FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED DECEMBER 31,
2001 AND 2000 AND FOR THE PERIOD MAY 5, 1997
(DATE OF INCEPTION) THROUGH DECEMBER 31, 2001

<PAGE>


I-INCUBATOR.COM, INC.

(A Development Stage Entity)


TABLE OF CONTENTS

                                                              Page(s)

INDEPENDENT AUDITORS' REPORT                                     1

Balance sheets                                                   2

Statements of operations                                        3-4

Statements of changes in stockholders' deficit                  5-7

Statements of cash flows                                       8-10

Notes to financial statements                                  11-20

<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Stockholders and
Board of Directors
i-Incubator.com, Inc.
(A Development Stage Company)
Miami, Florida

We have audited the accompanying balance sheets of i-Incubator.com, Inc. (a
development stage company) as of December 31, 2001 and 2000 and the related
statements of operations, changes in stockholders' deficit and cash flows for
the years then ended. 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.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatements. 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, the financial statements referred to above present fairly, in
all material respects, the financial position of i-Incubator.com, Inc. as of
December 31, 2001 and 2000, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles in the United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 4 to the financial
statements, the Company is a development stage company. The realization of a
major portion of its assets is dependent upon its ability to meet its future
financing requirements and the success of future operations. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not include any adjustments that might result from
this uncertainty.

Salibello & Broder LLP
New York, NY
April 12, 2002

                                       1

<PAGE>


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

                                 BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                                     YEAR ENDED
                                                                                                    DECEMBER 31,
                                                                                          2001                           2000
                                     ASSETS
CURRENT ASSETS:
<S>                                                                              <C>                            <C>
   Cash                                                                          $                0             $            527
                                                                                 -                -             -            ---

         Total current assets                                                                     0                          527
                                                                                                  -                          ---

OTHER ASSETS:

   Investment in unconsolidated subsidiaries                                                      0                        2,600
   Due from affiliates                                                                           70                      103,359
                                                                                                 --                      -------

         Total other assets                                                                      70                      105,959
                                                                                                 --                      -------

         TOTAL ASSETS                                                            $               70             $        106,486
                                                                                 =               ==             =        =======

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:

   Accounts payable and accrued expenses                                         $          168,987            $          90,258
    Notes payable                                                                            76,100                       32,600
   Loans and advances payable related party                                                  33,213                       48,213
   Non-interest bearing related party note payable, net of unamortized
     discount                                                                                     0                      120,000
                                                                                                  -                      -------

         Total current liabilities                                                          278,300                      291,071
                                                                                            -------                      -------

STOCKHOLDERS' DEFICIT:

   Common stock, par value $.0001 per share; 34,578,146 shares authorized;
     796,491 and 420,919 shares issued and
     outstanding at December 31, 2001 and 2000, respectively                                     80                           43
   Additional paid-in capital                                                               959,474                      909,813
   Warrants                                                                                  83,972                       83,972
   Deficit accumulated during the development stage                                      (1,321,756)                  (1,178,413)
                                                                                         -----------                  ----------

         Total stockholders' deficit                                                       (278,230)                    (184,585)
                                                                                           ---------                    --------

         TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                             $               70            $         106,486
                                                                                 =               ==            =         =======
</TABLE>

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

                                     - 2 -

<PAGE>

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

                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                                                           FOR THE PERIOD
                                                                                                     MAY 5, 1997 (INCEPTION) TO
                                                                   YEAR ENDED                             DECEMBER 31, 2001
                                                                                                          -----------------
                                                                  DECEMBER 31,
                                                       2001                       2000
                                                       ----                       ----
<S>                                             <C>                         <C>                             <C>
DEVELOPMENT STAGE REVENUES                      $                  0        $                0              $              0
                                                -                  -        -                -              -              -

DEVELOPMENT STAGE EXPENSES:
           Bank charges                                          272                       282                           796
           Business promotion                                  2,050                    18,918                        25,130
           Corporate fees                                      1,000                     1,457                         6,326
           Consulting fees                                         0                   361,750                       384,910
           Depreciation                                            0                     2,029                         2,029
           Domain name                                             0                         0                       338,581
           Dues and subscriptions                                  0                         0                           297
           Office general                                     29,000                    48,959                        97,367
           On-line services                                      420                       210                           770
           Printing                                            1,729                     2,164                         4,395
           Postage and delivery                                  242                     1,761                         2,955
           Professional fees                                  71,429                   109,198                       244,167
           Payroll taxes                                       1,370                     7,612                        12,763
           Salary                                             15,346                    79,394                       139,080
           Seminars and conferences                                0                     4,320                         4,320
           Shareholder related service                         3,831                     5,830                        13,288
           Telephone                                             770                       869                         3,068
           Travel                                                280                       874                         1,432
           Transfer agent fee                                  5,169                     7,065                        15,581
                                                               -----                     -----                        ------

TOTAL DEVELOPMENT STAGE EXPENSES                             132,908                   652,692                     1,297,255
                                                             -------                   -------                     ---------

LOSS FROM OPERATIONS                                        (132,908)                 (652,692)                   (1,297,255)
                                                            --------                  --------                    ----------

OTHER (EXPENSES) INCOME:
           Interest income                                         0                       378                         1,091
           Gain on disposition of equipment                        0                     1,065                         1,065
           Loss on investment in subsidiaries                 (2,600)                  (52,000)                      (54,600)
           Other income                                            0                       177                           177
           Settlement fees                                         0                   (19,500)                      (19,500)
           Interest expense                                   (7,835)                 (122,161)                     (132,246)
                                                              ------                  --------                      --------

TOTAL OTHER (EXPENSES) INCOME                                (10,435)                 (192,041)                     (204,013)
                                                             -------                  --------                      --------

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

                                                                   0                   179,512                       179,512
                                                                   -                   -------                       -------

NET LOSS                                        $           (143,343)       $         (665,221)             $     (1,321,756)
                                                =           ========        =         ========              =     ==========
</TABLE>

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

                                     - 3 -

<PAGE>


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

STATEMENTS OF OPERATIONS (continued)
<TABLE>
<CAPTION>
                                                                                                             FOR THE PERIOD
                                                                           YEAR ENDED                    MAY 5, 1997 (INCEPTION) TO
                                                                          DECEMBER 31,                      DECEMBER 31, 2001
                                                                                                           -----------------
                                                               2001                       2000
                                                               ----                       ----
LOSS PER COMMON SHARE
<S>                                                      <C>                          <C>                     <C>
           Basic                                         $             (.31)          $          (1.99)
                                                         =             ====           =          =====

           Diluted                                       $             (.31)          $          (1.99)
                                                         =             ====           =          =====
Weighted-average number of common shares outstanding
                                                                    464,134                    334,134
                                                                    =======                    =======
</TABLE>

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

                                     - 4 -

<PAGE>

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

                 STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
<TABLE>
<CAPTION>
                                                                                                     DEFICIT
                                                                                                     ACCUMULATED
                                                                                        ADDITIONAL   DURING THE
                                                      COMMON STOCK                      PAID-IN      DEVELOPMENT
                                                 SHARES        AMOUNT      WARRANTS     CAPITAL      STAGE            TOTAL
                                                 ------        ------      -------      -------      ------           -----
<S>                                               <C>        <C>          <C>          <C>           <C>           <C>
Balance, May 5, 1997 (inception)                       0     $      0     $      0     $      0      $      0      $      0

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

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

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

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

Balance, December 31, 1997                        37,604            4            0       28,996        (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            0       28,996       (20,858)        8,142

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

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

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

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

                                     - 5 -


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

           STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (continued)
<TABLE>
<CAPTION>
                                                                                                         DEFICIT
                                                                                                         ACCUMULATED
                                                                                          ADDITIONAL     DURING THE
                                                      COMMON STOCK                        PAID-IN        DEVELOPMENT
                                                 SHARES        AMOUNT        WARRANTS     CAPITAL        STAGE            TOTAL
                                                 ------        ------        -------      -------        ------           -----
<S>                                               <C>             <C>        <C>           <C>            <C>          <C>

Restricted common stock issued to related
   party                                                 259      $      0   $         0   $       500    $        0   $       500

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

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

Restricted common stock issued to Quentin
   Road Productions, Inc.  (a related party)
   pursuant to a one for one stock exchange
   agreement dated December 1, 1999 for
   1,500,000 common shares of
   Wealthhound, Inc. (a related party)                25,934             3             0         1,497             0         1,500

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

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

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

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

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


Restricted common stock issued in exchange
   for office expense-related party                    6,384   $         1   $         0   $    23,999   $         0   $    24,000

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

Common stock issued for services                         346             0             0        13,000             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        83,972       909,813    (1,178,413)     (184,585)

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

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

Restricted common stock issued
   in exchange for notes payable                     300,508            30             0       121,640              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   $    83,972   $   959,474   $(1,321,756)  $  (278,230)
                                                     =======   ===========   ===========   ===========   ===========   ===========
</TABLE>

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

                                     - 6 -

<PAGE>

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

                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                                     FOR THE PERIOD
                                                                           YEAR ENDED            MAY 5, 1997 (INCEPTION) TO
                                                                          DECEMBER 31,               DECEMBER 31, 2001
                                                                                                     -----------------
                                                               2001                       2000
                                                               ----                       ----
OPERATING ACTIVITIES:
<S>                                                                 <C>              <C>              <C>
    Net loss accumulated during the development stage               $  (143,343)     $  (665,221)     $(1,321,756)
    Adjustments to reconcile net loss to net cash
      used in operations:

       Warrants issued in connection with
        promissory notes                                                      0           83,972           83,972
       Common stock issued for services                                       0           13,000           13,000
       Common stock issued for settlement fees                                0           19,500           19,500
       Common stock issued for legal services                                 0                0              500
       Common stock issued for consulting                                     0          357,750          358,250
       Common stock issued for reimbursement of
         office expense                                                  30,392           24,000           54,392

       Changes in assets and liabilities:
           (Increase) decrease in prepaid expenses                            0            5,000                0
           (Increase) decrease in interest receivable                         0              713                0
            Increase (decrease) in accounts payable and
            accrued expenses                                             80,399           90,001          198,368
            Increase (decrease) in loans and advances                   (15,000)          19,213           48,213
                                                                       -----------        ------           ------

                   Net cash used in operating activities                (47,552)         (52,072)        (545,561)
                                                                        -----------       ------           ------

INVESTING ACTIVITIES:

    Investments in unconsolidated subsidiaries                            2,600            2,000            3,500
                                                                        -----------        ------          ------

                   Net cash provided by investing activities              2,600            2,000            3,500
                                                                        -----------        ------          ------

FINANCING ACTIVITIES:

    Proceeds from sale of common stock                                        0                0           63,300
    Proceeds from notes payable                                          43,500          321,700          460,200
    Cancellation of indebtedness                                              0         (230,381)               0
    Due from affiliates                                                       0          (56,259)               0
    Due to affiliates                                                       925                0         (101,439)
    Note payable for domain name                                              0                0          120,000
                                                                        -----------       ------          -------

                  Net cash provided by financing activities              44,425           35,060          542,061
                                                                        -----------       ------          -------

DECREASE IN CASH                                                           (527)         (15,012)               0

Cash, beginning of period                                                   527           15,539                0
                                                                        -----------       ------          -------

Cash, end of period                                                 $         0      $       527      $         0
                                                                     ===========      ===========      ===========
</TABLE>

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

                                     - 7 -

<PAGE>

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

                      STATEMENTS OF CASH FLOWS (CONTINUED)

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

During the year ended December 31, 2001 and 2000, the Company paid interest of
$0 and $299, respectively. For the cumulative period May 5, 1997 (inception) to
December 31, 2001, 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.

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.

                                      - 8 -

<PAGE>

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

                      STATEMENTS OF CASH FLOWS (CONTINUED)

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.

                                      - 9 -

<PAGE>

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

NOTES TO 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 December 17, 1998, the Company formed i-TeleCo.com, Inc. ("Teleco"),
     formerly Mastertel Communications Corp., under the laws of the state of
     Florida. Teleco has the authority to issue 50,000,000 shares of common
     stock and intends to position itself to take advantage of opportunities
     available in the telecommunications industry. Teleco is a development stage
     company that has had limited activity.

     On November 22, 1999, the Company formed i-RealtyAuction.com, Inc.
     ("RealtyAuction"). In connection therewith, it received 700,000 common
     shares, representing a 70% ownership interest. The shares were issued in
     consideration for services rendered relating to RealtyAuction's formation.
     Global Realty Management Group, Inc. ("Global") (a related company) was
     issued 300,000 common shares of RealtyAuction, representing a 30% interest.
     The shares were issued in exchange for $30,000 and 500,000 common shares of
     Global. RealtyAuction has the authority to issue 100,000,000 shares of
     common stock at .001 par value. RealtyAuction is a development stage
     company that has had limited activity.

     On December 1, 1999, the Company entered into a stock exchange agreement
     with i-AuctionTech.com, Inc. ("AuctionTech"). The agreement provides for
     the acquisition of 100% of the outstanding shares of AuctionTech. In
     connection therewith, the Company issued 2,000,000 (34,578 as restated for
     the April 2, 2002 reverse stock split) restricted common shares to
     AuctionTech's stockholders. AuctionTech was incorporated on November 3,
     1999 under the laws of the state of Delaware and has the authority to issue
     50,000,000 shares of common stock. AuctionTech intends to develop internet
     auction technology. On October 12, 2000, the stockholders agreed to
     dissolve the Company and filed a certificate of dissolution with the state
     of Delaware on October 27, 2000.

     On December 23, 1999, the company formed i-Aerobids.com, Inc. ("Aerobids")
     under the laws of the state of Delaware. Aerobids has the authority to
     issue 50,000,000 shares of common stock and intends to develop an auction
     website devoted entirely to aviation related parts and accessories.
     Aerobids is a development stage company that has had limited activity.

     On December 23, 1999, the Company formed i-CarAuction.com, Inc.
     ("CarAuction") under the laws of the state of Delaware. CarAuction has the
     authority to issue 50,000,000 shares of common stock and intends to develop
     an auction website devoted entirely to automobiles and related accessories.
     CarAuction is a development stage company that has had limited activity.

     On December 23, 1999, the company formed i-AntiqueAuction.com, Inc.
     ("AntiqueAuction") under the laws of the state of Delaware. AntiqueAuction
     has the authority to issue 50,000,000 shares of common stock and intends to
     develop an auction website devoted entirely to antiques and related
     accessories. AntiqueAuction is a development stage company that has had
     limited activity.

                                     - 10 -

<PAGE>

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

NOTES TO FINANCIAL STATEMENTS

     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.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     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.

     PROPERTY AND EQUIPMENT/DEPRECIATION

     Property and equipment are recorded at cost. Minor additions and renewals
     are expensed in the year incurred. Major additions and renewals are
     capitalized and depreciated over their estimated useful lives. Depreciation
     is calculated using the straight-line method. Total depreciation for the
     year ended December 31, 2001 and 2000 was $0 and $2,029, respectively.

                                     - 11 -

<PAGE>

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

NOTES TO FINANCIAL STATEMENTS

     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.

     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 year ended December 31, 2000, has been
     reclassified to conform with the presentation for the current period.

                                     - 12 -

<PAGE>

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

NOTES TO FINANCIAL STATEMENTS

3.   RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In June 2000, the Financial Accounting Standards Board issued SFAS No. 138,
     "Accounting for Derivative Instruments and Hedging Activities - An
     Amendment of FASB Statement No. 133." SFAS 138 amends the accounting and
     reporting standards for certain derivatives and hedging activities such as
     net settlement contracts, foreign currency transactions and inter company
     derivatives. The company does not currently hold derivative instruments or
     engage in hedging activities. The requirements of SFAS 138 do not have a
     material effect on our consolidated financial statements and related
     disclosures.

4.   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 December 31, 2001 amounted to $1,321,756. 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.

5.   OTHER ASSETS

     On December 8, 1999, the Company entered into an agreement with Quentin
     Road Productions, Inc. ("Quentin"), a related company, for the exchange of
     1,500,000 restricted common shares of WealthHound that were owned by
     Quentin for 25,934 restricted common shares of the Company's common shares.
     The shares acquired in the exchange represent an approximate 3% interest in
     WealthHound. The company carried the investment on the cost method.
     Management estimated the value of this transaction by using available
     market information and applying discounts that account for the restricted
     nature of the shares, lack of marketability and its low trading volume.
     However, considerable judgment is required to interpret market data in
     developing fair value. Accordingly, the estimates presented herein are not
     necessarily indicative of amounts the Company could realize in a current
     market exchange.

     On January 19, 2001, the Company issued an agreement and plan of
     distribution ("spin-off') with its investment in WealthHound.com, Inc. The
     shareholders of the Company received 1.5 shares of WealthHound.com, Inc.
     for each share (.5784 as restated) of Incubator.

                                     - 13 -

<PAGE>

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

NOTES TO FINANCIAL STATEMENTS

6.   DEFERRED INCOME TAXES

     As of December 31, 2001 and 2000, the Company has carry-forward losses for
     income tax purposes of approximately $983,000 and $840,000, respectively,
     that may be offset against future taxable income. As of December 31, 2001,
     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>
                                                                                   December 31,
                                                                       2001                            2000
                                                                       ----                            ----
<S>                                                             <C>                               <C>
       Deferred tax assets arising from net
         operating losses                                       $      388,300                    $   331,800
       Less:  Valuation allowance                                     (388,300)                      (331,800)
                                                                      --------                       --------

       Net deferred tax assets                                  $            0                    $         0
                                                                =            =
</TABLE>

7.   ACCOUNTS PAYABLE AND ACCRUED EXPENSES

     Accounts payable and accrued expenses as of December 30, 2001 and December
     31, 2000 are as follows:

<TABLE>
<CAPTION>
                                                                         December 31,
                                                                    2001                2000
                                                                    ----                ----
<S>                                                            <C>                  <C>
       Accounts payable                                        $      152,738       $     72,226
       Accrued expense                                                  7,512             16,961
       Accrued interest                                                 8,737              1,071
                                                                        -----             --------

       Total accounts payable and accrued expenses             $      168,987       $     90,258
                                                                      =======             ======
</TABLE>

8.   NOTES PAYABLE

     As of December 31, 2001 and 2000, notes payable to related parties
     aggregated $76,100 and $32,600, respectively. These notes are short-term
     borrowings with maturities of less than one year with interest rate of 12%
     per annum.

     On December 7, 1999, the Company issued a non-interest bearing note to
     Rebecca Brock, a related party, in connection with the acquisition of a
     domain name, value at $120,000. These notes have been discounted based on
     an imputed interest rate of 10%. On November 20, 2001, the note was
     converted to restricted shares of common stock. (see note 12).

     On December 28, 1999, the Company issued a non-interest bearing note to
     Michael D. Farkas, a related party, in connection with the acquisition of
     domain names at $10,000 a month for 24 months. The note has been discounted
     based on an imputed interest rate of 10%. This note, valued at $235,132,
     was cancelled pursuant to an agreement dated September 1, 2000 and included
     in income during the year ended December 31, 2000.

                                     - 14 -

<PAGE>

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

NOTES TO FINANCIAL STATEMENTS

9.   DUE FROM/TO AFFILIATES

     The Company and its affiliates have from time to time, made advances and/or
     made payments on behalf its subsidiaries. These advances are non-interest
     bearing and are due on demand. As of December 31, 2001 and 2000, due from
     affiliates totaled $70 and $103,359, respectively. As of December 31, 2001
     and 2000, loans and advances - related party totaled $33,213 and $48,213,
     respectively. On January 19, 2001, the Company issued an agreement and plan
     of distribution (spin-off) with i-TeleCo.com, Inc. ("Teleco"), a
     wholly-owned subsidiary of Incubator. Prior to the distribution, the
     Company cancelled debt owed from Teleco of $102,364, which was recorded as
     a capital transaction.

10.  PAYROLL TAXES

     As of December 31, 2001 and 2000, the Company has incurred payroll tax
     liabilities of totaling $19,020 and $15,276, respectively. The Company is
     currently delinquent with both its federal and state payroll tax
     obligations.

11.  COMMITMENTS AND CONTINGENCIES

     On November 24, 1999, the Company agreed to engage Kulat Communications,
     Inc., ("Kulat") on a month-to-month basis. Kulat provides public relations
     consultation and various marketing programs. Through September 30, 2001,
     the Company has incurred fees of approximately $18,919 in connection with
     this arrangement. On October 17, 2000, the Company issued 259 restricted
     and 87 free trading shares of the Company's common stock in satisfaction of
     $13,000 liability. Concurrently, the Company terminated its agreement with
     Kulat.

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

12.  STOCKHOLDERS' EQUITY

     On March 11, 2002, the Board of Directors approved 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 and the following notes have been
     adjusted and restated to give effect to the split.

     The Company issued 5,187 common shares to James F. Lee, former President,
     and the Company's sole officer and director, in consideration for
     management services valued at $4,000. This individual is deemed to be
     founders and affiliates of the Company. Concurrently, the Company entered
     into a private offering of securities pursuant to regulation D, Rule 504,
     promulgated under the Securities Act of 1933. Common Shares were offered to
     non-accredited investors for cash consideration of 1.334 cents per share.
     19,450 shares were issued to related parties and 12,967 shares issued to
     unrelated parties.

     On March 20, 1998, Mr. Lee sold his ownership interest in the Company to
     Farkas Group in a private transaction subject to Section 4(2) of the
     Securities Act of 1933. Farkas Group is a privately held company owned by
     Farkas.

     In January 1999, the Company issued 155,602 common shares to Farkas Group,
     Atlas and GSM, all of which are owned by Farkas and are deemed to be
     related parties. These common shares were issued for a cash consideration
     of $300.

                                     - 15 -

<PAGE>

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

NOTES TO FINANCIAL STATEMENTS

     In January 1999, the Company issued 2,593 post-split shares of common stock
     to Jamee Kalimi (f/k/a Freeman), President, in consideration for managerial
     services rendered valued at $500.

     In January 1999, the Company engaged legal counsel for services relating to
     SEC filings and related documentation. In connection therewith, the Company
     issued 2,593 shares of common stock valued at $500, as additional payment
     for the services performed.

     In March 1999, the Company entered into a private offering of securities
     pursuant to Regulation D, Rule 504, promulgated under the Securities Act of
     1933. Common shares were offered to non-accredited investors for cash
     consideration of $53,500. 259 shares were issued to Brock and 27,490 shares
     were issued to third parties.

     On December 1, 1999, the Company entered into a stock exchange agreement
     with AuctionTech (see note 1). The agreement provided for the acquisition
     of all of the outstanding shares of AuctionTech. In connection therewith,
     the Company issued 34,578 restricted common shares to AuctionTech's
     stockholders. Management estimated the value of this transaction to be
     $2,000.

     On December 8, 1999, the Company entered into a stock exchange agreement
     with Quentin to transfer 1,500,000 of restricted common shares of
     WealthHound owned by Quentin for 25,934 restricted shares of the Company's
     common stock (see note 4). The common shares exchanged represent
     approximately 3% interest in WealthHound. Management valued the estimated
     fair market value of this transaction to be $1,500.

     On July 17, 2000, the Company agreed to issue 13,745 restricted shares of
     the company's common stock in exchange for various consulting and
     management services. The shares were valued at $357,750. Management
     estimated the value of this transaction by using available market
     information and applying discounts that account for the restricted nature
     of the shares, lack of marketability and its low trading volume. However,
     considerable judgment is required to interpret market data in developing
     fair value (see note 1 - Use of Estimates).

     On August 9, 2000, the Company agreed to issue 5,187 restricted shares of
     the Company's common stock in exchange for a mutual release and termination
     of a stock purchase agreement with OnlineFood.com, Inc. valued at $19,500.
     In connection therewith, the Company also agreed to forgive $50,000 of
     advances made to OnlineFood.com, Inc.

     On August 29, 2000, the Company converted various promissory notes and
     accrued interest owed to Titan Corporation Limited totaling $72,386 into
     19,254 restricted shares of the Company's common stock. These shares are
     restricted in accordance with Rule 144 of the Securities Act of 1933.

     On August 29, 2000, the Company converted various promissory notes and
     accrued interest owed to Atlas, totaling $69,478 into 18,480 restricted
     shares of the Company's common stock. These shares are restricted in
     accordance with Rule 144 of the Securities Act of 1933.

     On August 29, 2000, the Company converted a promissory note and accrued
     interest owed to Sharei Chesed totaling $32,297 into 8,591 restricted
     shares of the Company's common stock. These shares are restricted in
     accordance with Rule 144 of the Securities Act of 1933.

     On August 29, 2000, the Company converted a promissory note and accrued
     interest owed to Chasdai Yitzchok totaling $32,155 into 8,553 restricted
     shares of the Company's common stock. These shares are restricted in
     accordance with Rule 144 of the Securities Act of 1933.

     On August 29, 2000, the Company converted a promissory note and accrued
     interest owed to Scott Cohen totaling $52,312 into 13,914 restricted shares
     of the Company's common stock. These shares are restricted in accordance
     with Rule 144 of the Securities Act of 1933.

     On August 29, 2000, the Company converted various promissory notes and
     accrued interest owed to Romano Limited totaling $149,678 into 39,812
     restricted shares of the Company's common stock. These shares are
     restricted in accordance with Rule 144 of the Securities Act of 1933.

     On August 29, 2000, the Company cancelled the agreement with Atlas for
     office expense reimbursements of $6,000 per month and total amount accrued
     of $24,000 as of August 2000 was converted into 6,384 restricted shares of
     the Company's common stock.

     On October 17, 2000, the Company converted debt owed to Kulat
     Communications ("Kulat"), Inc. totaling $13,000 into 259 restricted and 87
     free trading shares of the Company's common stock in satisfaction of the
     $13,000 liability. Concurrently, the Company terminated its agreement with
     Kulat.

     On November 20, 2001, the Company issued 75,064 restricted common stock to
     Atlas Equity Group, Inc., a related party, for past due rent and
     administrative fees in the amount of $30,392.

     On November 20, 2001, the $1,670 notes payable to The Farkas Group, Inc., a
     related party, was converted to 4,124 restricted shares of common stock.

     On November 20, 2001, the $120,000 note payable to Rebecca Brock, a related
     party, was converted to 296,384 restricted shares of common stock.

13.  OFFICERS AND BOARD OF DIRECTORS

     EMPLOYMENT AGREEMENT

     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.

14.  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>

                                     - 16 -

<PAGE>

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

NOTES TO FINANCIAL STATEMENTS

     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 December 31, 2001. 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).

15.  RELATED PARTY TRANSACTIONS

     In January 1999, the Company agreed to reimburse Atlas $1,000 per month (on
     a month- to-month basis) for operating and administrative expenses. On
     November 30, 1999, the Company agreed to increase the reimbursements to
     $6,000 per month, commencing December 1999. On August 29, 2000, this
     agreement was cancelled and the total amount accrued of $24,000 was
     converted into 6,384 restricted shares of the Company's common stock. On
     January 1, 2001, the Company reached a new agreement with Atlas totaling
     $2,500 per month for office rent and administrative services.

     In 1999, the Company paid Farkas Group, a related party, $5,000 for
     assisting in creating a private placement-offering document.

     The Company engaged Berger and Associates for various consulting services.
     Berger & Associates is owned by a family member of Farkas and is deemed to
     be a related party.

     On December 28, 1999, the Company entered into an agreement with Farkas. In
     connection therewith, the Company agreed to pay $250,000 to Farkas, $10,000
     upon the execution of the agreement and $10,000 per month for a period of
     24 months commencing January 1, 2000. No payments have been made as of the
     date of this financial statement. The note was discounted pursuant to APB
     21 "Interest on Receivables and Payables" which requires the imputation of
     interest on non-interest bearing obligations. The imputed interest rate
     used for this purpose was 10%.

     Furthermore, on September 1, 2000 the Company entered into an agreement
     with Farkas which terminated agreement dated December 28, 1999 relating to
     the purchase of various domain names. The agreement is deemed null and void
     and both the Company and Farkas waved their respective rights to any
     further obligation. The subsidiaries of the Company agreed that they shall
     retain ownership interest in the domain names and the related liabilities
     totaling $250,000 (see note 8).

     On December 7, 1999, the Company entered into an agreement with Brock. In
     connection therewith, the Company agreed to pay $120,000 to Brock, $20,000
     upon the execution of the agreement and $10,000 per month for a period of
     10 months commencing January 1, 2000. No payments have been made as of the
     date of this financial statement. The note was discounted on the same basis
     as the Farkas note. On November 11, 2001, this note was converted to
     restricted shares of common stock (see note 12).

     On December 6, 1999, AuctionTech paid $5,000 to Scott Mager (a stockholder
     and related party) for consulting services.

     On January 6, 2000, the Company paid Scott Mager, a related party, $50,000
     for consulting services rendered to AuctionTech (see note 1).

                                     - 17 -

<PAGE>


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

NOTES TO FINANCIAL STATEMENTS

16.  SUBSEQUENT EVENTS

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 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.

On March 28, 2002, pursuant to an agreement with the Company dated November 20,
2001, Atlas Equity Group, Inc. converted its debt of $69,407.94 into 171,428
shares of common stock.

On April 11, 2002, the Company entered into a Bonus Stock Issuance Agreement
with Jamee Kalimi, the President and Director of the Company. Under the terms of
the agreement, Ms. Kalimi is entitled to receive 50,000 shares of the Company's
common stock as a bonus.

On April 11, 2002, the Company entered into a Bonus Stock Issuance Agreement
with Michael D. Farkas, a Director of the Company. Under the terms of the
agreement, Mr. Farkas is entitled to receive 300,000 shares of the Company's
common stock as a bonus.

                                     - 18 -

<PAGE>

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

The Company's accountant is Salibello & Broder, C.P.A. of New York City, New
York. The Company does not presently intend to change accountants. At no time
has there been any disagreements with such accountants regarding any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure. The Company initially engaged Salibello & Broder, C.P.A. to
render accounting services on December 15, 2000. Our previous accountant was
John Abitante, CPA of Berenfeld, Spritzer, Shechter & Sheer, 7700 N. Kendall
Drive, Suite 805, Miami, Florida 33156. At no time has there been any
disagreements with such accountants regarding any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure.

<PAGE>

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS:
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
--------------------------------------------------------------------------------

The directors and officers of the Company and its subsidiaries, as of March 31,
2002, are set forth below. The directors hold office for their respective term
and until their successors are duly elected and qualified. Vacancies in the
existing Board are filled by a majority vote of the remaining directors. The
officers serve at the will of the Board of Directors.
<TABLE>
<CAPTION>
                                            With Company
Name                       Age              Since         Director/position
                           ---              -----         -----------------
<S>                        <C>              <C>           <C>
Jamee Kalimi               33               1998          President, Secretary
                                                          and Director
Michael D. Farkas          30               2000          Director
</TABLE>

Jamee M. Kalimi has been President, Secretary and Director of the Company since
inception. She is a marketing and telecommunications expert with a strong
ability to create new strategies and business plans. Ms. Kalimi is also
President of i-CarAuction.com, Inc., i- AntiqueAuction.com, Inc. and
i-Aerobids.com, Inc. and is Vice President and Secretary of i-RealtyAuction.com,
Inc. and i-Teleco.com, Inc. which all were subsidiaries of i- Incubator.com. Ms.
Kalimi has been heavily involved in the telecommunications industry since 1990,
specializing in pay per call services and the marketing of such services. She
has an active real estate license in the State of Florida which was obtained in
1995. Prior to working for us, she was an assistant to the President of Atlas
Equity Group, Inc. from February 1998 to October 1998. She worked as a Real
Estate Sales and Leasing Manager for Sclar Realty from April 1996 to February
1998 and President of AvJam Communications, Inc. from January 1994 to April
1996.

Michael D. Farkas, 30, has been Director of the Company since March 14, 2000.
Mr. Farkas has been the Chairman of the Board of Directors and Chief Executive
Officer of

                                       -9-

<PAGE>

Wealthhound.com, Inc. a publicly traded company listed on the National
Quotations Bureau Pink Sheets (NQB:WLTH) since March 7, 2000. He is Executive
Vice President, Chief Financial Officer, Treasurer, Secretary and Director of
Global Realty Management Group, Inc. a publicly traded company listed on the OTC
Electronic Bulletin Board (OTCBB:GRMG). Prior to joining WealthHound.com, Mr.
Farkas founded Atlas Recreational Holdings which owns a controlling interest in
Holiday RV Superstores, Inc., a publicly traded company on Nasdaq (NASDAQ:RVEE).
Since 1995, Mr. Farkas has concentrated his business activities on mergers and
acquisitions, financial consulting and fund raising primarily in the
telecommunications, information technology and other hi-tech ventures through
Atlas Equity Group, Inc. and Warrior Equity Partners, Inc.(each of which Mr.
Farkas founded and is President). He has also specialized in mergers and
acquisitions for various entrepreneurial companies and prior to that served as a
financial consultant to several NYSE member firms including Paine Webber and
Prudential Securities.

All officers and directors listed above will remain in office until the next
annual meeting of our stockholders, and until their successors have been duly
elected and qualified. There are no agreements with respect to the election of
Directors. We have not compensated our Directors for service on our Board of
Directors, any committee thereof, or reimbursed for expenses incurred for
attendance at meetings of our Board of Directors and/or any committee of our
Board of Directors. Officers are appointed annually by our Board of Directors
and each Executive Officer serves at the discretion of our Board of Directors.
We do not have any standing committees. Our Board of Directors may in the future
determine to pay Directors' fees and reimburse Directors for expenses related to
their activities.

None of our Officers and/or Directors have filed any bankruptcy petition, been
convicted of or been the subject of any criminal proceedings or the subject of
any order, judgment or decree involving the violation of any state or federal
securities laws within the past five (5) years.

CERTAIN LEGAL PROCEEDINGS

No director, nominee for director, or executive officer of the Company has
appeared as a party in any legal proceeding material to an evaluation of his
ability or integrity during the past five years.

Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

Jamee Freeman and GSM Communications, Inc. Such Form 3's were filed
late. Form 5's were not filed for our fiscal year ended December 31, 2001
since all reportable transactions for this fiscal year were reported on Form 3's
filed with the Commission.

ITEM 10. EXECUTIVE COMPENSATION
--------------------------------

The following information relates to compensation received by the Chief
Executive Officer of the Company in fiscal year ending December 31, 2001 for the
executive officers who were serving as of fiscal year ending December 31, 2000,
whose salary and bonus during fiscal year ending December 31, 2001 exceeded
$100,000. In 2001, no officer received compensation in excess of $100,000.

Summary Compensation Table

                                      -10-


<PAGE>
<TABLE>
<CAPTION>
ANNUAL COMPENSATION

Name and Principal         Position         Year     Salary   Bonus    Restricted     Stock       Award
------------------         --------         ----     ------   -----    ----------     -----       -----

<S>                        <C>              <C>      <C>       <C>         <C>           <C>        <C>
Jamee Kalimi               President        2001     $12,242   0           0             0          0
</TABLE>

Employment Agreements. No officer or director has been granted an employment
contract or been provided a future benefit to be received upon separation from
service with the Company.

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

The following table sets forth as of April 12, 2002, information with respect to
the beneficial ownership of the Company's Common Stock by (i) each person known
by the Company to own beneficially 5% or more of such stock, (ii) each Director
of the Company who owns any Common Stock, and (iii) all Directors and Officers
as a group, together with their percentage of beneficial holdings of the
outstanding shares.

Security Ownership of Beneficial Owners (1):
<TABLE>
<CAPTION>
TITLE OF CLASS             NAME & ADDRESS                     AMOUNT                    PERCENT
--------------             --------------                     ------                    -------
<S>                        <C>                                <C>                       <C>
Common Stock               Michael D. Farkas (2)              433,026                   44.74%
                           294 South Coconut Lane
                           Miami, Florida 33131
</TABLE>

Security Ownership of Management:
<TABLE>
<CAPTION>
TITLE OF CLASS             NAME & ADDRESS                     AMOUNT                    PERCENT
--------------             --------------                     ------                    -------
<S>                                                           <C>                       <C>
Common Stock               Jamee Kalimi                         4,141                   *
                           3314 Oak Drive
                           Hollywood, Florida 33021

                           Michael D. Farkas                  433,026                   44.74%
                           294 South Coconut Lane
                           Miami, Florida 33131

All directors and executive                                   437,167                   46.20%
officers as a group (2 persons)

</TABLE>

                                      -11-

<PAGE>


(1) The persons named in this table have sole voting and investment power with
respect to all shares of common stock reflected as beneficially owned by each.

(2) Includes 61,118 shares held by Farkas Group, Inc., 327,087 shares held
by Atlas Equity Group, Inc., and 43,465 shares held by GSM Communications,
Inc. Michael D. Farkas is the sole shareholder and principal of each of these
entities. In addition, includes the 1,297 shares which he personally owns.

*  Less than one percent

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
-------------------------------------------------------

The Company presently shares office in a building located at 1221 Brickell
Avenue, Suite 900, Miami, Florida. The facility is leased pursuant to a month to
month lease. The primary tenant is Atlas Equity Group, Inc. Atlas Equity Group,
Inc. subleases the facility to i- Incubator at the rate of $2,500 per month.
Michael D. Farkas, a principal shareholder and director of i-Incubator is the
President and sole shareholder of Atlas Equity Group, Inc. The landlord is not
affiliated with us. We believe that this space is sufficient for us at this
time.

We have not and do not intend to enter into any additional transactions with our
management or any nominees for such positions. We have not and do not intend to
enter into any transactions with our beneficial owners. We are not a subsidiary
of any parent company.

Our management is involved in other business activities and may, in the future
become involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict in selecting
between our business and their other business interests. We have not and do not
intend in the future to formulate a policy for the resolution of such conflicts.

                                    PART IV

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

(a)   The following documents are filed as part of this report:

1.   Financial statements; see index to financial statement and schedules
     under Item 7 herein.

2.   Financial statement schedules; see index to financial statements and
     schedules under Item 7 herein.

                                      -12-

<PAGE>

3.  Exhibits:

The following exhibits are filed with this Form 10-KSB and are identified by the
numbers indicated: see index to exhibits immediately following financial
statements and schedules of this report.

3(i)      Certificate of Incorporation, as amended (1)

3.2       Bylaws, as amended (1)

(1)       Incorporated by reference to the Registrant's Form 10-SB, filed on
          (SEC File No. 000-26951).

(b)        Reports on Form 8-K

           We did not file any reports on Form 8-K for the year ended December
           31, 2001.

                                   SIGNATURES

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

                              I-INCUBATOR.COM, INC.

                              By: /s/ Jamee Kalimi
                              ------------------------
                                      Jamee Kalimi
                                      President Secretary and Director

Dated:     April 15, 2002

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name                           Title                              Date
----                           -----                              ----
<S>                           <C>                                 <C>
/s/ Jamee Kalimi              President Secretary and Director    April 15, 2002
---------------------------


/s/ Michael D, Farkas         Director                            April 15, 2002
---------------------------
</TABLE>

                                      -13-