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


                                   FORM 10-QSB

(Mark One)

|X|      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2000

|_|      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO _____

                        Commission file number 000-28753

                                 iChargeit, Inc.
        (exact name of small business issuer as specified in its charter)

            Delaware                                   33-0880427
  (State or other jurisdiction          (I.R.S. Employer Identification Number)
of incorporation or organization)

                             2184 West 190th Street
                           Torrance, California 90504
                    (Address of principal executive offices)

                                 (310) 782-1122
                           (Issuer's telephone number)

                                 NOT APPLICABLE
              (Former name, former address and former fiscal year,
                          if changed since last report)

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

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date.

              Class                             Outstanding at March 7, 2001
              -----                             ----------------------------
  Common Stock, $.001 par value                          11,306,260


Transitional Small Business Disclosure Format (check one)     Yes ___  No  X
                                                                          ---


<PAGE>


                                 iChargeit, Inc.
                              Index To Form 10-QSB

Part I     Financial Information

         Item 1.    Financial Statements................................3

                    Condensed Consolidated Balance Sheet................3

                    Condensed Consolidated Statement of  Operations.....4

                    Condensed Consolidated Statement of Cash Flows......6

                    Notes to Consolidated Financial Statements..........7

         Item 2.    Management's Discussion and Analysis of
                    Financial Condition and Rules of Operation.........11

Part II    Other Information

         Item 6.    Exhibits and Reports on Form 8-K...................16

                  Signatures...........................................17




<PAGE>


PART I            FINANCIAL INFORMATION

Item 1.           Financial Statements

                                 iChargeit, Inc.
                      Condensed Consolidated Balance Sheet
                                December 31, 2000
                                   (Unaudited)

                                    (Note A)

ASSETS
Current Assets
     Cash                                                  $79,000
     Securities at market value                              6,000
     Accounts Receivable                                   116,000
     Due from factor                                        15,000
     Inventory                                             172,000
     Prepaid expenses and other assets                      19,000
                                                            ------
         Total Current assets                              407,000
                                                           =======

Equipment, net                                              79,000
Restricted cash                                             46,000
Internet domain name and web-site, net                      79,000
Other Assets                                                15,000
                                                            ------
TOTAL ASSETS                                              $626,000
                                                          ========

LIABILITIES & STOCKHOLDERS EQUITY
Current Liabilities
     Accounts Payable and Accrued Expenses                $971,000
     (including amounts past due)
     Loans and other current liabilities                    10,000
     Current portion of long term debt                       4,000
     Loans Payable officer/stockholder                     229,000
                                                           -------
         Total Current Liabilities                       1,214,000
                                                         ---------

Loan Payable, less current portion                           7,000

TOTAL LIABILITIES                                        1,221,000
                                                         ---------
Stockholders deficit:
     Common stock                                           11,000
     Additional Paid in Capital                         13,078,000
     Accumulated deficit                               (13,654,000)
     Unrealized gain in marketable securities              (28,000)
     Subscriptions receivable                               (2,000)
                                                            ------

TOTAL STOCKHOLDERS DEFICIT                                (595,000)
                                                           -------

TOTAL LIABILITIES & STOCKHOLDERS EQUITY                   $626,000
                                                          ========

SEE NOTES TO FINANCIAL STATEMENTS



                                       3
<PAGE>


                                 iChargeit, Inc.
                 Condensed Consolidated Statement of Operations
                                   (Unaudited)

                                    (Note A)

                                              For the Six       For the Three
                                             Months Ending      Months Ending
                                          December 31, 2000   December 31, 2000

Net Sales                                    $  3,446,000       $  1,829,000

Cost of Goods Sold                              2,918,000          1,553,000
                                                ---------          ---------
Gross Profit                                 $    528,000       $    276,000
                                             ------------       ------------

Services and other revenue                          6,000              1,000
                                                    -----              -----
                                                  534,000            277,000
                                                  -------            -------
Expenses

     General and administrative                 1,010,000            538,000
     Impairment of goodwill (Note B[11])        2,113,000          2,113,000
     Interest Expense                              18,000             10,000
                                                   ------             ------

Total Expense                                   3,141,000          2,661,000
                                                ---------          ---------

Net Loss                                     ($ 2,607,000)      ($ 2,384,000)
                                             ============       ============

Net Loss per share
     Basic and diluted                       ($      0.23)      ($      0.21)
                                             ============       ============

Weighted average shares outstanding
     Basic and diluted                         11,306,000         11,306,000
                                               ==========         ==========

SEE NOTES TO FINANCIAL STATEMENTS



                                       4
<PAGE>


                                 iChargeit, Inc.
                 Condensed Consolidated Statement of Operations
                                   (Unaudited)

                                    (Note A)

                                                 Six Months         Three Months
                                                      Ended                Ended
                                          December 31, 1999    December 31, 1999
                                                   (Note H)             (Note H)

   Net Sales                                    $1,976,000            $1,974,000
                                                ----------            ----------
   Cost of Goods Sold                            1,784,000            $1,783,000
                                                 ---------            ----------
Gross Profit                                      $192,000              $495,000
                                                  --------              --------
   Services and other revenue                      15,000               ($4,000)
                                                    ------               -------

                                                   207,000               491,000
                                                   -------               -------
Expenses

     Internet charge and costs of service
       Revenue                                      31,000               $19,000
     General and administrative (including
       equity compensatory charges)              3,657,000            $1,259,000
                                                 ---------            ----------

   Total Expense                                 3,688,000             1,278,000
                                                 ---------             ---------

Net Loss                                       ($3,481,000)           ($787,000)
                                               ===========            =========

Net Loss per share
     Basic and diluted                             ($0.37)               ($0.07)
                                                   ======                ======

Weighted average shares outstanding
     Basic and diluted                           9,427,000            11,166,000
                                                 =========            ==========

SEE NOTES TO FINANCIAL STATEMENTS




                                       5
<PAGE>


                                 iChargeit, Inc.
                      Consolidated Statement of Cash Flows
                                   (Unaudited)

<TABLE>
<S>                                                             <C>                  <C>

                                                                     Six Months          Six Months
                                                                        Ended               Ended
                                                                  December 31, 2000    December 31, 1999
                                                                       (Note H)

CASH FLOWS FROM OPERATING ACTIVITIES
   Net Loss                                                         $(2,607,000)        (3,481,000)
   Adjustments to reconcile Net loss to net cash used
      in operating activities:
         Depreciation and amortization                                  168,000             64,000
         Impairment of goodwill                                       2,113,000
         Compensation paid with stock to
             consultants and employees                                   15,000          2,929,000
         Receipt of marketable securities in
             payment of fees                                             (5,000)
             Accounts receivable and due from factor                     56,000           (148,000)
             Inventory                                                   96,000            (14,000)
             Other Current Assets                                        (8,000)           (48,000)
             Accounts payable and other liabilities                     194,000            (95,000)
                                                                        -------            -------

   Net cash provided by (used in) Operating Activities                   27,000           (798,000)

CASH FLOWS FROM INVESTING ACTIVITIES
         Acquisition of property and Equipment                             --              (30,000)

         Cash acquired in acquisition of the Bay Micro                     --               63,000

         Loans to officer/stockholder                                    (4,000)           (20,000)
                                                                         ------            -------

   Net cash provided by Investing Activities                             (4,000)            13,000
                                                                         ------             ------

CASH FLOWS FROM FINANCING ACTIVITIES
     Loans and advances paid                                            (62,000)            (4,000)

     Net proceeds from sale of Common Stock                                --              831,000
                                                                                           -------

   Net cash provided by Financing Activities                            (62,000)           827,000
                                                                        -------            -------

   Decrease in cash                                                     (39,000)            42,000

   Cash, beginning of period                                            118,000             42,000
                                                                        -------             ------

   Cash at beginning of period                                           79,000            392,000
                                                                         ======            =======
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS




                                       6
<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          December 31, 2000 (unaudited)


NOTE A - THE COMPANY AND BASIS OF PRESENTATION

         We were incorporated in the state of Texas on January 22, 1997 and on
November 5, 1999 we reincorporated in Delaware.

         Our web site began operations on March 1, 1999. On March 10, 1999,
Para-Link acquired 100% of our outstanding capital stock. We incorporated on
January 6, 1999 in the State of Nevada to launch an internet-based shopping mall
to market goods and services to internet users, as well as to allow customers to
play online video and racing games at a virtual arcade. The acquisition was
consummated through an exchange of shares that resulted in our stockholders of
receiving control of Para-Link. The transaction has been treated as a
recapitalization. In connection therewith, our historic capital accounts were
retroactively adjusted to reflect the equivalent number of shares issued by
Para-Link in the transaction, while our historical accumulated deficit was
carried forward. The statement of operations reflects our activities from the
commencement of our operations on January 6, 1999. On March 17, 1999, we changed
our name to iChargeit, Inc. On November 5, 1999 we reincorporated in Delaware.

         We were in the development stage prior to the period ended September
30, 1999. As a result of the acquisition in the quarter ended December 31, 1999
of Bay Micro Computers, Inc., a California corporation ("Bay Micro"), we are no
longer in the development stage. Bay Micro is a wholesaler and assembler of
computers and related hardware components.

         The information contained herein with respect to the three and six
month periods ended December 31, 2000 and 1999 has not been audited but was
prepared in conformity with generally accepted accounting principles for interim
financial information. Accordingly, the condensed financial statements do not
include information and footnotes required by generally accepted accounting
principles for annual presentation of financial statements. Included are the
normal recurring adjustments, which in the opinion of management are necessary
for a fair presentation of the financial information at December 31, 2000, for
the three and six month periods ended December 31, 2000 and 1999. The results
are not necessarily indicative of results to be expected for the year.

On February 22, 2001, Bay Micro entered into a loan agreement, two promissory
notes and a security agreement with Silicon Mountain Memory, Incorporated, a
Colorado corporation ("SMM"). As part of this transaction, the Company entered
into a guaranty of Bay Micro's indebtedness under the loan agreement and
promissory notes. The loan agreement requires Bay Micro to pay SMM an initial
sum of $10,000 in cash, provides for a term loan in the principal amount of
$85,000 (the "Term Note"), and a revolving loan not to exceed $200,000 (the
"Revolving Note"). The Term Note represents credit previously extended to Bay
Micro in the form of products and services, while the Revolving Note represents
credit available to Bay Micro solely for the purchase and acquisition for resale
of products and services of SMM. The loan agreement specifies the terms of the
credit, including default and termination provisions.

         Each of the Term Note and Revolving Note bear interest at the rate of
10% per annum. The Term Note requires payments of $7,000 per month, beginning on
March 1, 2001, and on the first day of each month thereafter until paid in full.
Any default under the Term Note or any default under the security agreement or
loan agreement causes the entire principal amount outstanding and accrued
interest to become due and payable immediately, and such amount will bear
interest at the rate of 18% per annum. The loan agreement affords Bay Micro
credit on an incremental basis, based on qualified purchases made by Bay Micro
of SMM goods and payments made to SMM.

         The guaranty the Company entered into unconditionally guarantees the
payment when due, either upon maturity or acceleration, of all of Bay Micro's
indebtedness to SMM. In addition, the guaranty subordinates all of Bay Micro's
indebtedness to Ichargeit to amounts owed by Bay Micro to SMM. Bay Micro has
outstanding an aggregate of approximately $300,000 in indebtedness to Ichargeit,
which amount therefor is subordinated to the indebtedness of Bay Micro to SMM.
Bay Micro granted a security interest to SMM for the amounts owed under the Term
Note and the Revolving Note, as well as future debts Bay Micro may incur to SMM.
The security agreement grants a security interest in all property of Bay Micro,
including inventory, accounts receivable, general intangibles and equipment. The
Security Agreement contains both affirmative and negative covenants, and
specifies events of default. All of the agreements contain attorneys' fees
clauses.

     Our ability to continue as a going concern is dependent on our ability to
obtain additional equity and/or debt financing to fund our operations. We have
been seeking additional financing but have been unable to find such financing,
without which we will not be able to continue to fund our operations. Our
management believes that currently available funds will most likely not be
sufficient to sustain us at present levels for the period through December 31,
2001. It is unlikely that we will obtain additional financing or achieve
profitable operations or cash inflows within the foreseeable future. In the
event we are unable to raise additional funds immediately or enter into a
strategic relationship with a fufillment service, we will have to cease or
curtail our and/or Bay Micro's operations.The Company is actively pursuing such
fufillment arrangement. However, such change in business operations is
conditioned upon the acceptance by SMM.

         The financial statements include our accounts and our wholly-owned
                                       7
<PAGE>

subsidiary, Bay Micro. All material intercompany transactions and account
balances have been eliminated in consolidation.

NOTE B - SIGNIFICANT ACCOUNTING POLICIES

[1]      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
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from these estimates.

[2]      INVENTORIES:

         Inventories consist primarily of the goods we have purchased for resale
or assembly. Inventory is stated at the lower of average cost or market.

[3]      VALUATION OF SECURITIES:

         Marketable securities are classified as available-for-sale and are
recorded at their market value. Unrealized gains and losses are recorded as
other comprehensive income.

[4]      REVENUE RECOGNITION:

         Revenue is recognized when merchandise is shipped to a customer.
Provision is made for an estimate of product returns. Our management believes
that a reasonable estimate for returns can be made considering the 30 day return
period, historical experience and volume of sales transactions. Currently, such
estimate approximates 2% of the prior 30 day sales. Such estimate of sales
returns approximates actual. In addition, we earn fees for services provided in
building virtual stores on our web-site for vendors to sell products. Such
revenue is recognized when the services are completed or services are performed.
Sometimes, we earn these fees in the form of securities. These equity securities
are valued at market on the date they are earned.

         The revenue includes shipping and handling fees charged to customers on
purchases. The shipping and handling costs are included in cost of sales.

[5]      FINANCIAL INSTRUMENTS:

         The carrying amounts for our cash, accounts receivable and accrued
expenses approximate fair value.

[6]      PER SHARE DATA:

         Basic and diluted loss per share is based on the weighted average
number of outstanding shares of common stock and excludes the effect of stock
options and warrants.

[7]      STOCK-BASED COMPENSATION:

         We have elected to follow the intrinsic value method set forth in
Accounting Principles Board Opinion 25. "Accounting for Stock Issued to
Employees" in accounting for our stock option incentive plan. As such,
                                       8
<PAGE>

compensation expense would be recorded on the date of grant if the current
market price of the underlying stock exceeded the exercise price of the option.

[8]      EQUIPMENT:

         Property and equipment are stated at cost less accumulated
depreciation. Depreciation is computed using the straight-line method over the
lives of the asset, generally five to seven years.

[9]      INCOME TAXES:

         We account for income taxes using the liability method. Deferred income
taxes are measured by applying enacted statutory rates to net operating loss
carry forwards and to the differences between the financial reporting and tax
bases of assets and liabilities. Deferred tax assets are reduced, if necessary,
by a valuation allowance for any tax benefits, which are not expected to be
realized.

[10]     INTERNET DOMAIN NAME AND WEB SITE:

         Each of Internet Domain Name and web site is being amortized over its
useful life of three years. At December 31, 2000 accumulated depreciation was
$87,000.

[11]     GOODWILL AND IMPAIRMENT:

         The related goodwill is being amortized over its estimated useful life
of ten years. At December 31, 2000, we recognized an impairment loss of $2.1
million. Such impairment loss was determined based on current conditions and
circumstances which indicate that future undiscounted cash flows would not be
sufficient to recover the carrying amount.



                                       9
<PAGE>





NOTE C - SEGMENT INFORMATION

         The Company and Bay Micro have two reportable segments. The Company
operates an Internet based shopping web site and Bay Micro is a wholesaler and
assembler of computers and related hardware components. Information with respect
to reportable segments are as follows:


                               Segment Information
                       Six Months Ending December 31, 2000
<TABLE>
<S>                                               <C>               <C>             <C>

                                                        Internet             Bay
                                                      Operations           Micro           Total
Revenues from external customers                    $  1,288,000    $  2,158,000    $  3,446,000
Service and other Revenue                                  6,000            --             6,000
Depreciation and amortization                             31,000         137,000         168,000
Segment loss                                           (139,000)      (2,468,000)     (2,607,000)
Segment Assets                                           195,000         431,000         626,000


</TABLE>



                               Segment Information
                       Three Months Ending December 31, 2000
<TABLE>
<S>                                               <C>               <C>             <C>

                                                        Internet             Bay
                                                      Operations           Micro           Total
Revenues from external customers                    $    710,000    $  1,119,000    $  1,829,000
Service and other Revenue                                  1,000            --             1,000
Depreciation and amortization                             15,000          70,000          85,000
Segment loss                                             (85,000)    (2,299,000)      (2,384,000)
Segment Assets                                           195,000         431,000         626,000
</TABLE>

                                Segment Information
                       Six Months Ending December 31, 1999
<TABLE>
<S>                                               <C>               <C>             <C>

                                                        Internet             Bay
                                                      Operations           Micro           Total
Revenues from external customers                    $     26,000    $  1,950,000    $  1,976,000
Service and other Revenue                                  6,000            --            15,000
Significant non-cash item:Equity compensation          2,929,000            --         2,929,000
Depreciation and amortization                               --            12,000          12,000
Segment loss                                          (3,337,000)       (144,000)     (3,481,000)
Segment Assets                                           524,000       3,334,000       2,974,000
</TABLE>


                                Segment Information
                       Three Months Ending December 31, 1999
<TABLE>
<S>                                               <C>               <C>             <C>

                                                        Internet             Bay
                                                      Operations           Micro           Total
Revenues from external customers                    $     24,000    $  1,950,000    $  1,974,000
Service and other Revenue                                 (4,000)            --           (4,000)
Significant non-cash item:Equity compensation            673,000            --           673,000
Depreciation and amortization                               --            12,000          12,000
Segment loss                                            (643,000)       (144,000)       (787,000)
Segment Assets                                           524,000       3,334,000       2,974,000
</TABLE>




NOTE D - OPTIONS

         In April 2000, the Company granted options to purchase 60,000 shares of
common stock at $1.00 per share to certain consultants. The Company valued
30,000 of the options using the Black-Scholes option pricing model and the
vested options were valued at $24,000, and charged to operations during the year
ended June 30, 2000. The remaining 30,000 options were valued during the three
months ended September 30, 2000 at their fair value of 15,000, and charged to
operations. The fair value of these options were estimated using the
Black-Scholes option pricing model.

NOTE E - CONTINGENCY

         On March 21, 2001 the Company executed a settlement agreement in
connection with an action filed on August 31, 2000 in the Los Angeles Superior
Court against the Company and certain employees of its wholly-owned subsidiary,
alleging unfair competition and related causes of action. Accordingly, the
complaint and cross-complaint were dismissed. Pursuant to the settlement
agreement, the Company is to deliver and install certain software onto the
computer system of the other party to the agreement.

NOTE F - LOANS PAYABLE-OFFICER/STOCKHOLDER

         Loans payable to an officer/stockholder are non-interest bearing and
have no fixed date of repayment. The officer/stockholder has agreed not to
demand repayment until July 1, 2001.

NOTE G - LOAN AND ADVANCES

         Loan payable consists of an auto loan payable to a financial
institution in monthly installments of $350, including interest at a rate of
8.02% through March 6, 2004 collateralized by the vehicle.

         The balance at December 31, 2000 is $11,000.

         At December 31, 2000, the net book value of the vehicle was
approximately $15,000.

         At December 31, 2000 the Company had loans and advances of $10,000 with
no fixed date of repayment and non-interest bearing.

NOTE H - RESTATEMENT OF PRIOR YEAR QUARTERLY STATEMENTS OF OPERATIONS

         During the year ended June 30, 2000, the Company had obtained an
independent Appraisal from a Valuation Specialist regarding the value of the
shares issued in connection with the acquisition of Bay Micro. Such appraisal
resulted in a change in the amount tentatively ascribed by management for the
transaction. This change in the estimated fair value of the shares issued
reduced goodwill from $5,465,000 to $2,415,000. Consequently the amortization of
goodwill has been adjusted as indicated below:

                                 iChargeit, Inc.
                                Six Months Ended
                                December 31, 1999
<TABLE>
<S>                                                <C>                    <C>                  <C>

                                                 AS PREVIOUSLY REPORTED       ADJUSTMENT           AS ADJUSTED
                                                      -----------             ----------           -----------
     General and administrative expenses           $    3,735,000         $      (78,000)       $    3,657,000

Net Loss                                           $   (3,559,000)         $      78,000        $   (3,481,000)

Net Loss per share
    Basic and diluted                              $        (0.38)                               $        (0.37)

Weighted average shares outstanding                     9,427,000                                    9,427,000
    Basic and diluted
</TABLE>


                                 iChargeit, Inc.
                               Three Months Ended
                                December 31, 1999
<TABLE>
<S>                                                    <C>                   <C>                   <C>

                                                      AS PREVIOUSLY REPORTED       ADJUSTMENT          AS ADJUSTED
                                                           -----------              ----------          -----------
     General and administrative expenses                $    1,337,000         $      (78,000)       $    1,259,000

Net Loss                                                $    (865,000)         $       78,000        $     (787,000)

Net Loss per share
    Basic and diluted                                   $        (0.08)                               $       (0.07)

Weighted average shares outstanding                         11,166,000                                   11,166,000
    Basic and diluted
</TABLE>

                                       10
<PAGE>


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

         This Quarterly Report on Form 10-QSB contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These forward-looking
statements inherently are subject to risks and uncertainties, some of which we
cannot predict or quantify. Our actual results may differ materially from the
results projected in the forward-looking statements. Factors that might cause
such a difference, include, but are not limited to, those discussed in our
Annual Report on Form 10-KSB for the fiscal year ended June 30, 2000 in "ITEM 1
Business," including the section therein entitled "Risk Factors," and in "ITEM 6
Management's Discussion and Analysis of Financial Condition and Results of
Operations." You generally can identify forward-looking statements by the use of
forward-looking terminology such as "believes," "may," "expects," "intends,"
"estimates," "anticipates," "plans," "seeks," or "continues," or the negative
thereof or variations thereon or similar terminology. We disclaim any obligation
to update or revise these forward-looking statements to reflect the occurrence
of events or circumstances in the future.

GENERAL

         We develop Internet resources to provide internet users with a
comprehensive web site where they can obtain goods and services. We launched our
website, www.ichargeit.com, on March 1, 1999. Due to the acquisition on November
12, 1999 of Bay Micro Computers, Inc., a California corporation dba PC Shopping
Planet ("Bay Micro") our primary web sites are www.iChargeit.com and
www.Shoppingplanet.com.

         In the March 1999 merger of iChargeit, Inc., a Nevada corporation and
Para-link, a Texas corporation, iChargeit Nevada's principals exchanged 100% of
their outstanding shares of stock of iChargeit Nevada for 4,000,000 shares of
Para-Link stock. As a result of this transaction, the separate legal existence
of iChargeit Nevada ceased and Para-link continued as the surviving corporation
and changed its name to iChargeit, Inc., a Texas corporation.

         Management of iChargeit Nevada chose to effect the merger with
Para-Link primarily in order to provide liquidity for our common stock.
Management believed a merger would be less expensive and less time-consuming
than effecting an underwritten public offering of our common stock. Furthermore,
a merger eliminates the risk associated with an initial public offering (an
"IPO"). Many companies invest a substantial amount of time and capital during
the IPO process and are not able to effectuate a successful transaction because
of market conditions or poor performance of the underwriter. Management thus
believed that a merger was a better approach than an IPO because of the reduced
cost, risk and time. The officers of iChargeit and the officers of Para-Link
engaged in negotiations before the merger to determine the number of shares of
common stock to be issued to the shareholders of iChargeit. The value of such
issuance was not based on iChargeit's book value or any established valuation


                                       11
<PAGE>

criteria. A primary consideration in determining the number of shares to be
issued to our original shareholders was the offering of adequate consideration
to gain control by the shareholders of iChargeit Nevada.

         On November 12, 1999, we completed our acquisition of Bay Micro by
merging a wholly-owned subsidiary of ours with and into Bay Micro. Pursuant to
the acquisition, we issued 4,000,000 shares of the our common stock for all of
the outstanding common stock of Bay Micro. As a result of this acquisition, Bay
Micro now operates as a wholly-owned subsidiary of ours. Pursuant to this
acquisition, iChargeit is the holder of a note issued by Bay Micro in the amount
of $200,000 with simple interest of 7% per annum. The note becomes due and
payable on November 12, 2002. Since the acquisition of Bay Micro, we made an
inter-company loan to Bay Micro of $130,000, all of which is currently
outstanding. We believe Bay Micro is unlikely to repay these loans.

         Our present revenues consist primarily of wholesale and retail sales of
computers and computer peripherals through Bay Micro and Bay Micro's web site
www.Shoppingplant.com. We expect this to continue in the future. We expect any
future revenues to be continued to be derived from these sources.

        We have never been profitable, and have funded operations from revenue
generated from operations and from sales of equity. Current financial market
conditions indicate that we will not be able to continue to fund operations
through sales of our equity securities. In addition, our independent public
accountants have expressed doubt that we will be able to continue as a going
concern. Without additional equity financing, we most likely will not have
enough cash to continue our operations. We will need to find additional sources
of capital and/or explore strategic alternatives in order to continue our
operations through December 31, 2001. It is unlikely that we will obtain
additional financing or achieve profitable operations or cash inflows within the
foreseeable future. In the event we are unable to raise additional funds
immediately or enter into a strategic relationship with a fufillment service, we
will have to cease or curtail our and/or Bay Micro's operations.The Company is
actively pursuing such fufillment arrangement. However, such change in business
operations is conditioned upon the acceptance by SMM.


Results of Operations
Three Months Ended December 31, 2000

         Due to the November 1999 acquisition of Bay Micro, quarterly financials
were not prepared for the three months ended December 31, 1999. Instead, only
financials for the six months ended December 31, 1999 were prepared. Therefore,
we are unable to make a comparison of our results of operations for the three
months ended December 31, 2000 to the results of operations for the three months
ended December 31, 1999 in the following discussion.

Sales Revenues

         Revenues from sales of merchandise for the three months ended December
31, 2000 were $1,829,000. Revenues were from the wholesale sale of computers and
related hardware components and computer software.

Service Revenues

         Our service revenues are comprised of advertising revenues and fees
paid for a presence in our Internet Cyber-Mall. We recognize revenue when
merchandise is shipped or services are performed. Service revenues for the three
months ended December 31, 2000 were $1,000.

Cost of Revenues

         Our gross profit margin for the three months ended December 31, 2000


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was $276,000 or approximately 15% of sales revenues. Our gross profit margin for
the twelve months ended June 30, 2000 was $696,000 or approximately 11.3% of
sales revenues. The profit margin percentage is improving due to increased sales
prices in our internet operations segment. Cost of revenues consists of the cost
of computer components assembled, computer related products, computer software
and the merchandise costs of any products sold online. Cost of revenues are
affected by our ability to source merchandise cost-effectively, to attract
significant traffic to our web sites, and to achieve a favorable balance between
visitors to our web sites and visitors who purchase merchandise from us.

General and Administrative Expenses

         Our general and administrative expenses for the three months ended
December 31, 2000 were $538,000 excluding the non-cash amortization of goodwill
expense of $61,000 related to the acquisition of Bay Micro. General and
administrative expenses consist of payroll expenses, sales and marketing
expenses which include advertising and promotional expenditures, technology and
development expenses which include expenses related to the development of our
web sites and our related software, and legal and accounting expenses.

Impairment of Goodwill

         During the three months ended December 31, 2000, we determined that
based on current conditions and circumstances, the future undiscounted cash
flows would not be sufficient to recover the carrying amount of the goodwill.
Consequently, we incurred an impairment loss of $2.1 million during the three
months.

Net Loss

         We had a net loss of $2,384,000 for the three months ended December 31,
2000. The loss was due in part to expenses incurred with the organization of our
Internet business, to professional expenses relating to the preparation of our
registration statement and to amortization of goodwill expense in the amount of
$61,000 and an impairment loss of $2.1 million.

Results of Operations
Six Months Ended December 31, 2000

Sales Revenues

         Revenues from sales of merchandise for the six months ended December
31, 2000 were $3,446,000 (including $1,288,000 from our web site
www.shoppingplanet.com) compared to $1,976,000 for the six months ended December
31, 1999. Revenues for the six months ended December 31, 1999 include revenue
generated by Bay Micro since the acquisition of Bay Micro on October 5, 1999.
Revenues were from the wholesale sale of computers and related hardware
components and computer software.

Service Revenues

         Service revenues for the six months ended December 31, 2000 were $6000.
Service revenues for the six months ended December 31, 1999 were $16,000. Our
service revenues are comprised of advertising revenues and fees paid for a
presence in our Internet Cyber-Mall. Revenue is recognized when merchandise is
shipped or services are performed. We have been attempting to raise additional
funds to increase our advertising.

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Cost of Revenues

         Our gross profit margin for the six months ended December 31, 2000 was
$528,000 or approximately 15.3% of sales revenues. Our cost of revenues for the
six months ended December 31, 1999 was $2,918,000. Our gross profit margin for
the twelve months ended June 30, 2000 was $696,000 or approximately 11.3% of
sales revenues. The profit margin percentage is improving due to increased sales
prices in our internet operations segment. Cost of revenues consists of the cost
of computer components assembled, computer related products, computer software
and the merchandise costs of any products sold online. Cost of revenues is
affected by our ability to source merchandise cost-effectively, to attract
significant traffic to our web sites, and to achieve a favorable balance between
visitors to our web sites and visitors who purchase merchandise from us.

General and Administrative Expenses

         Our general and administrative expenses for the six months ended
December 31, 2000 were $1,010,000 compared to $3,657,000 for the six months
ended December 31, 1999. Included in General and Administrative Expenses for the
six months ended December 31, 1999 is $2,929,000 relating to compensation
attributable to the issuing of stock to employees. Excluding the equity
compensation charge, the increase in expenses of $282,000 is attributed to Bay
Micro operations being included for six months in 2000 and for only three months
in 1999. General and administrative expenses consist of payroll expenses, sales
and marketing expenses including advertising and promotional expenditures,
technology and development expenses which include expenses related to the
development of our web sites and our related software, and legal and accounting
expenses.

Impairment of Goodwill

         During the six months ended December 31, 2000, we determined that based
on current conditions and circumstances, the future undiscounted cash flows
would not be sufficient to recover the carrying amount of the goodwill.
Consequently, we incurred an impairment loss of $2.1 million during the six
months.

Net Loss

     We had a net loss of $2,607,000 for the six months ended December 31, 2000,
compared to $3,481,000 for the six months ended December 31, 1999. The net loss
was principally attributable to non-equity compensation charges assessed
assessed in fiscal 1999 and a $2.1 million impairment charge in fiscal 2000.

Liquidity and Capital Resources

         At December 31, 2000, we had $79,000 in cash. From our inception
through December 31, 2000, we have financed our operations primarily through
private sales of our securities and deferred payment of salaries and other
expenses due to related parties.

         During the fiscal year ended June 30, 2000, we borrowed a total of
$66,000 from three private individuals for operating cash flow purposes. As of
December 31, 2000, $10,000 remained outstanding.

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         On June 1, 2000 we entered into a factoring agreement with BENE Factor
Funding Corp. to improve our cash position and reduce our accounts receivable.

         We anticipates that we will have negative cash flows for at least the
next twelve months. We are using net proceeds from our private placement
completed in December 1999, for working capital needs, including advertising,
brand development, and development of our e-commerce web site infrastructure.

         We intend to retain earnings, if any, for use in the operation and
expansion of our business. Consequently, we do not anticipate paying any cash
dividends on our common stock to stockholders in the foreseeable future.

         We do not believe that currently available funds will be sufficient to
sustain us for the period through December 31, 2001. Our ability to continue as
a going concern is dependent on our ability to obtain additional equity and/or
debt financing to fund our operations. We have been trying to raise additional
financing, but have been unable to raise such additional financing, and without
such financing we will not be able to continue to fund our operations. It is
unlikely that we will obtain additional financing or achieve profitable
operations or cash inflows.

       In the event we cannot raise additional funds immediately or enter into a
strategic relationship, we may have to discontinue the iChargeit's and/or Bay
Micro's operations.It is unlikely that we will obtain additional financing or
achieve profitable operations or cash inflows within the foreseeable future. In
the event we are unable to raise additional funds immediately or enter into a
strategic relationship with a fufillment service, we will have to cease or
curtail our and/or Bay Micro's operations.The Company is actively pursuing such
fufillment arrangement. However, such change in business operations is
conditioned upon the acceptance by SMM.

Bay Micro Loan Agreement

         On February 22, 2001, Bay Micro entered into a loan agreement, two
promissory notes and a security agreement with Silicon Mountain Memory,
Incorporated, a Colorado corporation ("SMM"). As part of this transaction, we
entered into a guaranty of Bay Micro's indebtedness under the loan agreement and
promissory notes. The loan agreement requires Bay Micro to pay SMM an initial
sum of $10,000 in cash, provides for a term loan in the principal amount of
$85,000 (the "Term Note"), and a revolving loan not to exceed $200,000 (the
"Revolving Note"). The Term Note represents credit previously extended to Bay
Micro in the form of products and services, while the Revolving Note represents
credit available to Bay Micro solely for the purchase and acquisition for resale
of products and services of SMM. The loan agreement specifies the terms of the
credit, including default and termination provisions.

         Each of the Term Note and Revolving Note bear interest at the rate of
10% per annum. The Term Note requires payments of $7,000 per month, beginning on
March 1, 2001, and on the first day of each month thereafter until paid in full.
Any default under the Term Note or any default under the security agreement or
loan agreement causes the entire principal amount outstanding and accrued
interest to become due and payable immediately, and such amount will bear
interest at the rate of 18% per annum. The loan agreement affords Bay Micro
credit on an incremental basis, based on qualified purchases made by Bay Micro
of SMM goods and payments made to SMM.

         The guaranty we entered into unconditionally guarantees the payment
when due, either upon maturity or acceleration, of all of Bay Micro's
indebtedness to SMM. In addition, the guaranty subordinates all of Bay Micro's
indebtedness to us to amounts owed by Bay Micro to SMM. Bay Micro has
outstanding an aggregate of approximately $300,000 in indebtedness to us, which
amount therefor is subordinated to the indebtedness of Bay Micro to SMM.
         Bay Micro granted a security interest to SMM for the amounts owed under
the Term Note and the Revolving Note, as well as future debts Bay Micro may
incur to SMM. The security agreement grants a security interest in all property


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of Bay Micro, including inventory, accounts receivable, general intangibles and
equipment. The Security Agreement contains both affirmative and negative
covenants, and specifies events of default. All of the agreements contain
attorneys' fees clauses.

PART II           OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits.  Financial Data Schedule

      27 Financial Data schedule for the three months ending September 30, 2000.

(b)      No reports have been filed on Form 8-K for the quarter for which this
         report is filed.



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                                   SIGNATURES

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

                                  iChargeit, Inc.


                                 ss/Jesse Cohen
                                 --------------
                                  Jesse Cohen, Chief Executive Officer


Date:  April 25, 2001

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