U.S. SECURITIES AND EXCHANGE COMMISSION
<P>
Washington, D.C. 20549
FORM 10-QSB
<P>
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
<P>
For the quarterly period ended March 31, 2000
<P>
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE EXCHANGE ACT
<P>
For the transition period from to
<P>
Commission File No. 0-26951
<P>
INTELILABS.COM, INC.
f/k/a/ QUENTIN ROAD PRODUCTIONS, INC.
(Name of Small Business Issuer in Its Charter)
<P>
Delaware 65-0830670
(State of Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
<P>
701 Brickell Avenue, Suite 3120, Miami, Florida 33131
(Address of Principal Executive Offices) (Zip Code)
<P>
(305) 539-0900
(Issuer's Telephone Number, Including Area Code)
<P>
Check whether the issuer: (1) filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act
during the past 9 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.
<P>
Yes No X
<P>
State the number of shares outstanding of each of the
issuer's classes of common equity, as of the latest
practicable date: As of March 31, 2000, the Company
had 3,050,000 shares of Common Stock outstanding, $0.0001
par value.
<P>
INTELILABS.COM, INC.
Form 10-QSB Quarterly Report
For the Period Ended March 31, 2000
<P>
<TABLE>
<S> <C>
Page
Part I - FINANCIAL INFORMATION
<P>
Item 1. Financial Statements 3
<P>
Audited Balance Sheet at June 30, 1999 and
Unaudited Balance Sheet at March 31, 2000
for Intelilabs.com, Inc. f/k/a Quentin Road
Productions, Inc. 5
<P>
Unaudited Statement of Operations for the quarter
ended March 31, 2000, and 1999 and for the nine
months ended March 31, 2000 and 1999 and
from Inception (April 20, 1998) through March
31, 2000 for Intelilabs.com, Inc. f/k/a
Quentin Road Productions, Inc. 6
<P>
Unaudited Statement of Cash Flows for the Nine Months
ended March 31, 2000 and 1999 and from Inception
(April 20, 1998) through March 31, 2000 for
Intelilabs.com, Inc. f/k/a
Quentin Road Productions, Inc. 7
<P>
Unaudited Statement of Changes in Stockholders
Equity (Deficit)for the period April 20, 1998
(Inception) through March 31, 2000 for Intelilabs.com,
Inc. f/k/a Quentin Road Productions, Inc. 8-9
<P>
Notes to Interim Financial Statements 10
<P>
Item 2. Management's Discussion and Analysis of Financial
Conditions and Results of Operations 15
<P>
PART II - OTHER INFORMATION 16
<P>
Item 1. Legal Proceedings 16
<P>
Item 2. Changes in Securities 16
<P>
Item 3. Defaults Upon Senior Securities 16
<P>
Item 4. Submission of Matters to a Vote of Security Holders 16
<P>
Item 5. Other Information 16
<P>
Signatures 16
</TABLE>
<P>
PART I - FINANCIAL INFORMATION
<P>
Item 1. Financial Statements
<P>
BASIS OF PRESENTATION
<P>
The accompanying unaudited financial statements are
presented in accordance with generally accepted
accounting principles for interim financial information
and the instructions to Form 10-QSB and item 310 under
subpart A of Regulation S-B. Accordingly, they do not
include all of the information and footnotes required by
generally accepted accounting principles for complete
financial statements. The accompanying statements should
be read in conjunction with the audited financial
statements for the year ended June 30, 2000. In the
opinion of management, all adjustments (consisting only
of normal occurring accruals) considered necessary in
order to make the financial statements not misleading,
have been included. Operating results for the three
months ended March 31, 2000 are not necessarily
indicative of results that may be expected for the year
ending June 30, 2000. The financial statements are
presented on the accrual basis.
<TABLE>
<S> <C> <C>
INTELILABS.COM, INC.
<P>
(FORMERLY KNOWN AS QUENTIN ROAD PRODUCTIONS, INC.)
<P>
(A DEVELOPMENT STAGE COMPANY)
<P>
BALANCE SHEET
<P>
ASSETS
<P>
AUDITED UNAUDITED
June 30, 1999 March 31, 2000
------------- -------------------
CURRENT ASSETS:
<P>
Cash $22,690 $ 742
Prepaid expenses 1,200 0
------------- --------------
Total Current Assets 23,890 742
PROPERTY AND EQUIPMENT:
<P>
Property and equipment, net of
accumulated depreciation of $199 2,792
<P>
OTHER ASSETS
<P>
Organization costs, net of
accumulated amortization of
$212 and $318 respectively 850 1,574
Investment 5,200 5,200
------------- -------------
Total Other Assets 6,050 6,774
<P>
TOTAL ASSETS $29,940 $10,308
============= ==============
<P>
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)
------------------------------------------------------------
CURRENT LIABILITIES:
<P>
Accounts payable $986 $12,450
Accrued expenses 13,000 5,750
Due to Director 2,500
--------------- ----------
Total Current Liabilities 13,986 20,700
--------------- ----------
LONG TERM LIABILITIES:
Stockholder's Loan 0 100
Affiliated notes payable 0 7,092
--------------- ----------
Total Long-Term Liabilities 0 7,192
--------------- ----------
<P>
STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS):
<P>
Preferred stock, $.0001 par value,
1,000,000 shares authorized,
No shares issued and outstanding 0 0
Common stock, $.0001 par value,
50,000,000 shares authorized, 725,000 and
3,050,000 shares issued and
outstanding respectively 305 305
Additional paid-in-capital 52,695 52,695
Deficit accumulated during
the development stage (37,046) (70,584)
---------------- ------------
<P>
Total Stockholders' Equity
(Deficiency in Assets) 15,954 (17,584)
---------------- ------------
<P>
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIENCY IN ASSETS) $29,940 $10,308
================ ============
</TABLE>
See accompanying notes.
<TABLE>
<S> <C> <C> <C>
INTELILABS.COM, INC.
<P>
(FORMERLY KNOWN AS QUENTIN ROAD PRODUCTIONS, INC.)
<P>
(A DEVELOPMENT STAGE COMPANY)
<P>
STATEMENTS OF OPERATIONS
<P>
UNAUDITED UNAUDITED UNAUDITED
For the For the For the
Quarter Ended Quarter Ended Nine Months Ended
March 31, 1999 March 31, 2000 March 31, 1999
---------------------------------------------------------
DEVELOPMENT STAGE REVENUES $0 $ 0 $0
---------------------------------------------------------
<P>
DEVELOPMENT STAGE EXPENSES:
<P>
Amortization 0 53 0
Bank Charges 0 45 0
Consulting fees 2,500 0 2,500
Courier service 2,500 0 0
Depreciation 0 150 0
Dues and subscriptions 0 187 0
Interest expense 0 71 0
Licenses and taxes 251 50 251
Office expenses 0 4,380 0
Professional fees 131 2,500 131
Travel 0 2,144 0
---------------------------------------------------------
Total Development
Stage Expenses 5,382 9,580 2,882
---------------------------------------------------------
DEFICIT ACCUMULATED DURING
THE DEVELOPMENT STAGE $(5,382) $(9,580) $(2,882)
=========================================================
<P>
LOSS PER SHARE OF COMMON STOCK
BASIC AND DILUTED (0.002) (0.003) (0.001)
<P>
WEIGHTED AVERAGE SHARES OUTSTANDING
BASIC AND DILUTED 2,320,809 3,050,000 2,273,722
<P>
See accompanying notes.
</TABLE>
<P>
<TABLE>
<S> <C> <C> <C>
INTELILABS.COM, INC.
<P>
(FORMERLY KNOWN AS QUENTIN ROAD PRODUCTIONS, INC.)
<P>
(A DEVELOPMENT STAGE COMPANY)
<P>
STATEMENTS OF OPERATIONS
<P>
CONTINUED
<P>
UNAUDITED UNAUDITED
For the Nine From April 20, 1998
Months Ended (Inception) through
March 31, 2000 March 31, 2000
------------------------------------------
DEVELOPMENT STAGE REVENUES $0 $ 200
------------------------------------------
<P>
DEVELOPMENT STAGE EXPENSES:
<P>
Amortization 106 318
Bank Charges 75 185
Consulting fees 0 12,500
Courier service 5,878 5,878
Depreciation 199 199
Dues and subscriptions 187 297
Interest expense 92 92
Licenses and taxes 50 336
Office expenses 14,249 18,367
Professional fees 7,075 26,075
Travel 5,627 6,537
---------------------------------------------------------
Total Development
Stage Expenses 33,538 70,784
---------------------------------------------------------
DEFICIT ACCUMULATED DURING
THE DEVELOPMENT STAGE $(33,538) $(70,584)
=========================================================
<P>
LOSS PER SHARE OF COMMON STOCK
BASIC AND DILUTED (0.011) (0.025)
<P>
WEIGHTED AVERAGE SHARES OUTSTANDING
BASIC AND DILUTED 3,050,000 2,851,007
<P>
See accompanying notes.
<P>
INTELILABS.COM, INC.
<P>
(FORMERLY KNOWN AS QUENTIN ROAD PRODUCTIONS, INC.)
<P>
(A DEVELOPMENT STAGE COMPANY)
<P>
STATEMENTS OF CASH FLOWS
</TABLE>
<TABLE>
<S> <C> <C> <C>
UNAUDITED UNAUDITED UNAUDITED
For the Three For the Nine From April 20, 1998
Months Ended Months Ended (Inception) through
March 31, 1999 March 31, 2000 March 31, 2000
---------------------------------------------------------
OPERATING ACTIVITIES:
<P>
Deficit accumulated during the
development stage $ (2,882) $ (33,538) $(70,584)
Amortization 0 106 318
Depreciation 0 199 199
(Increase) Decrease in
prepaid expenses 0 1,200 0
Increase other assets 0 (830) (1,892)
Increase in accounts payable 382 11,464 12,450
Increase (decrease) in
accrued expenses 0 (7,250) 5,750
---------------------------------------------------------
Net Cash Used by
Operating Activities (2,500) (28,649) (53,759)
---------------------------------------------------------
INVESTING ACTIVITIES:
<P>
Purchase office equipment 0 (2,991) (2,991)
Investment in Wealthhound, Inc. 0 0 (5,200)
---------------------------------------------------------
Net Cash Used by Investing Activities (8,191)
<P>
FINANCING ACTIVITIES:
<P>
Proceeds from the issuance of
common stock 2,500 0 53,000
Proceeds from affiliated
note payable 0 7,092 7,092
Proceeds from Director loan 0 2,500 2,500
Proceeds from stockholder loan 0 100 100
---------------------------------------------------------
Net Cash Provided by
Financing Activities 2,500 9,692 62,692
--------------------------------------------------------
<P>
INCREASE (DECREASE) IN CASH 0 (21,948) 742
<P>
CASH, BEGINNING 0 22,690 0
--------------------------------------------------------
CASH, ENDING 0 $ 742 $ 742
========================================================
<P>
Supplemental schedule of cash flow information:
Interest expense $ 92 $ 92
<P>
Supplemental disclosures of non-cash investing and
financing activities:
<P>
Issuance of common stock in connection with consulting services $3,000
<P>
See Accompanying notes.
</TABLE>
<TABLE>
<S> <C> <C> <C>
INTELILABS.COM, INC.
<P>
(FORMERLY KNOWN AS QUENTIN ROAD PRODUCTIONS, INC.)
<P>
(A DEVELOPMENT STAGE COMPANY)
<P>
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
<P>
FOR THE PERIOD APRIL 20, 1998 (INCEPTION)
<P>
THROUGH MARCH 31, 2000
<P>
UNAUDITED UNAUDITED UNAUDITED
For the For the For the
Quarter Ended Quarter Ended Nine Months Ended
March 31, 1999 March 31, 2000 March 31, 1999
---------------------------------------------------------
Balance, April 20, 1998 0 $ 0 $ 0
(Inception)
<P>
Common stock issued to related
parties for consulting fees 2,500,000 250 2,250
<P>
Common stock issued to
third parties 500,000 50 49,950
<P>
Deficit accumulated during the
development stage for the
period April 20, 1998 (inception)
through June 30, 1998 0 0 0
---------------------------------------------------------
<P>
Balance, June 30, 1998 3,000,000 300 52,200
<P>
Common stock issued for
legal services 50,000 5 495
<P>
Deficit accumulated during the
development stage for the year
ended June 30, 1999 0 0 0
--------------------------------------------------------
Balance, June 30, 1999 3,050,000 305 52,500
<P>
Deficit accumulated during the
development stage for the nine months
ended March 31, 2000 - - -
--------------------------------------------------------
<P>
Balance, March 31, 2000 3,050,000 305 52,695
========================================================
<P>
See accompanying notes
<P>
</TABLE>
<TABLE>
<S> <C> <C> <C>
INTELILABS.COM, INC.
<P>
(FORMERLY KNOWN AS QUENTIN ROAD PRODUCTIONS, INC.)
<P>
(A DEVELOPMENT STAGE COMPANY)
<P>
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
<P>
FOR THE PERIOD APRIL 20, 1998 (INCEPTION)
<P>
THROUGH MARCH 31, 2000
<P>
CONTINUED
<P>
UNAUDITED UNAUDITED
For the Nine From April 20, 1998
Months Ended (Inception) through
March 31, 2000 March 31, 2000
---------------------------------------------------------
Balance, April 20, 1998 0 $ 0
(Inception)
<P>
Common stock issued to related
parties for consulting fees 0 2,500
<P>
Common stock issued to
third parties 0 50,000
<P>
Deficit accumulated during the
development stage for the
period April 20, 1998 (inception)
through June 30, 1998 0 0
---------------------------------------------------------
<P>
Balance, June 30, 1998 0 52,500
<P>
Common stock issued for
legal services 0 500
<P>
Deficit accumulated during the
development stage for the year
ended June 30, 1999 (37,046) (37,046)
--------------------------------------------------------
Balance, June 30, 1999 (37,046) 15,954
<P>
Deficit accumulated during the
development stage for the nine months
ended March 31, 2000 (33,538) (33,538)
--------------------------------------------------------
<P>
Balance, March 31, 2000 (70,584) (17,584)
========================================================
<P>
See accompanying notes
<P>
</TABLE>
INTELILABS.COM, INC.
<P>
(FORMERLY KNOWN AS QUENTIN ROAD PRODUCTIONS, INC.)
<P>
(A DEVELOPMENT STAGE COMPANY)
<P>
NOTES TO FINANCIAL STATEMENTS
<P>
MARCH 31, 2000
<P>
NOTE 1 - NATURE OF ORGANIZATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
-------------------------------------
<P>
Organization
-------------
<P>
Intelilabs.Com, Inc. (formerly known as Quentin Road
Productions, Inc.)("the Company") was incorporated on
April 20, 1998 under the laws of the State of Delaware.
The Company's operations have been devoted primarily to
structuring and positioning itself to take advantage of
opportunities available in the internet industry. The
Company intends to grow through internal development,
strategic alliances and acquisitions of existing
businesses.
<P>
MANAGEMENT DECISION NOT TO CONSOLIDATE
--------------------------------------
<P>
Statement of Financial Accounting Standard No. 94,
"Consolidation of All Majority Owned Subsidiaries",
encourages the use of consolidated financial statements
between a parent company and its subsidiary unless:
<P>
a. Control is likely to be temporary
b. Control does not rest with the majority
owners or
c. Minority shareholders have certain approval
or veto rights that allow minority
shareholders to exercise significant control
over significant management decisions in the
ordinary course of business.
<P>
Management intends to spin off Hipstyle.com, Inc. and
believes that the control it is currently under is
temporary and therefore, separate financial statements
are appropriate and properly reflect current operating
objectives.
<P>
Use of Estimates
-----------------
<P>
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
<P>
NOTE 1 - NATURE OF ORGANIZATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
----------------------------------------
<P>
the reported amounts of revenues and expenses during the
reporting period. Accordingly, actual results could
differ from those estimates.
<P>
Cash and Cash Equivalents
--------------------------
<P>
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.
<P>
Property and Equipment
----------------------
<P>
Property and equipment are recorded at cost. Depreciation
and amortization are computed using methods that
approximate the straight-line method over the assets'
estimated useful lives.
<P>
INCOME TAXES
------------
<P>
The Company utilizes Statement on Financial Accounting
Standard ("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 bases 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 where necessary to reduce
deferred tax assets to amounts expected to be realized.
The accompanying financial statements have no provisions
for deferred tax assets or liabilities because the
deferred tax allowance offsets deferred tax assets in
their entirety.
<P>
NOTE 1 - NATURE OF ORGANIZATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
-----------------------------------------
<P>
NET LOSS PER SHARE
------------------
<P>
The Company has adopted SFAS No. 128 "Earnings Per
Share". Basic loss per share is computed by dividing the
loss available to common shareholders 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
incurred net losses for all periods, basic loss per share
and diluted loss per share are the same.
<P>
NOTE 2 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
-----------------------------------------
<P>
In June, 1997, the Financial Accounting Standards Board
("FASB") issued SFAS No. 130, "Reporting Comprehensive
Income". This statement requires companies to classify
items of other comprehensive income by their nature in
financial statements and to display the accumulated
balance of other comprehensive income separately from
retained earnings and additional paid-in capital in the
equity section of a statement of financial position.
SFAS No. 130 is effective for financial statements issued
for fiscal years beginning after December 15, 1997.
Management believes that SFAS No. 130 has no material
effect on the Company's financial statements.
<P>
In June, 1997, the FASB issued SFAS No. 131, "Disclosure
About Segments of an Enterprise and Related Information".
<P>
NOTE 2 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
(CONT'D)
<P>
This statement establishes additional standards for
segment reporting in financial statements and is
effective for financial statements issued for fiscal
years beginning after December 15, 1997. Management
believes that SFAS No. 131 does not have a material
effect on the Company's financial statements.
<P>
In April, 1998, the American Institute of Certified
Public Accountants issued Statement of Position No. 98-5,
"Reporting for Costs of Start-Up Activities", ("SOP 98-5").
The Company is required to expense all start-up
costs related to new operations as incurred. In
addition, all start-up costs that were capitalized in the
past must be written off when SOP 98-5 is adopted. The
Company's adoption did not have a material impact on the
Company's financial position or results of operations.
SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities", is effective for financial
statements issued for fiscal years beginning after June
15, 1999. SFAS No. 133 establishes accounting and
reporting standards for derivative instruments, including
certain derivative instruments embedded in other
contracts, and for hedging activities. Management does
not believe that SFAS No. 133 will have a material effect
on its financial position or results of operations.
<P>
SFAS No. 134, "Accounting for Mortgage-Backed Securities
Retained after the Securitization of Mortgage Loans Held
for Sale by Mortgage Banking Enterprises", is effective
for financial statements issued in the first fiscal
quarter beginning after December 15, 1998. This
statement is not applicable to the Company.
<P>
SFAS No. 135, "Rescission of FASB Statement No. 75 and
Technical Corrections", is effective for financial
statements issued for fiscal years beginning in February,
1999. This statement is not applicable to the Company.
<P>
NOTE 3 - DEVELOPMENT STAGE OPERATIONS AND GOING CONCERN
MATTERS
----------------------------------------------
<P>
The Company's initial activities have been devoted to
developing a business plan, negotiating contracts and
raising capital for future operations and administrative
functions.
<P>
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 April
20, 1998 (inception) to March 31, 2000, were $70,784.
The Company's cash flow requirements have been met by
contributions of capital and accounts payable. The
possibility exists that these sources of financing will
not 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.
<P>
NOTE 4 - ORGANIZATION COSTS
------------------
<P>
Legal fees of $1,892 have been capitalized in connection
with the incorporation of the Company. The organization
costs are being amortized on a straight-line basis over a
period of 60 months.
<P>
NOTE 5 - DEFERRED INCOME TAXES
---------------------
<P>
The Company has a carry-forward loss for income tax
purposes of $70,784 that may be offset against future
taxable income. The carry-forward loss expires at
various times through the year 2015. Due to the
uncertainty regarding the success of future operations,
management has valued the deferred tax asset allowance at
100% of the related deferred tax asset. The deferred tax
assets and valuation allowances as of March 31, 2000,
consists of the following:
2000
----------
Deferred tax assets arising
from net operating losses $ 12,696
<P>
Less valuation allowance (12,696)
-----------
Net Deferred Tax Asset $ 0
===========
<P>
NOTE 5 - STOCKHOLDERS' EQUITY
--------------------
<P>
The Company issued 500,000 common shares upon
incorporation to Rebecca J. Brock (President), the
Company's sole officer and director, in consideration for
management services valued at $500. In addition, it
issued 2,000,000 common shares to Atlas Equity Group,
Inc., an affiliated company, in exchange for consulting
services valued at $2,000. These investors are deemed to
be founders and affiliates of the Company. Atlas Equity
Group, Inc. is wholly owned by Michael D. Farkas and is
deemed to be a related party.
<P>
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 $ .10 per share.
<P>
NOTE 5 - STOCKHOLDERS' EQUITY (CONT'D)
----------------------------
<P>
500,000 shares were issued to 21 unaffiliated
shareholders. The offering is now closed.
<P>
In June, 1999, the Company engaged legal counsel for
services relating to SEC filings and related
documentation. The fees for these services are estimated
to be $19,000. 50,000 shares of common stock, valued at
$500, will also be issued in consideration of the
services to be rendered.
<P>
NOTE 6 - OFFICERS AND BOARD OF DIRECTORS
-------------------------------
<P>
On April 29, 1998, the shareholders elected two members
to the Board of Directors:
<P>
Rebecca J. Brock - Director
<P>
Michelle Brock - Director
<P>
NOTE 6 - OFFICERS AND BOARD OF DIRECTORS (CONT'D)
---------------------------------------
<P>
The Board of Directors elected the following officers:
<P>
Rebecca J. Brock - President and Chief Executive
Officer
<P>
Michelle Brock - Executive Vice-President and
Chief Financial Officer
<P>
Rebecca J. Brock - Secretary/Treasurer
<P>
NOTE 7 - RELATED PARTY TRANSACTION
-------------------------
<P>
The Company paid the Farkas Group, Inc., a related party,
$5,000 for assisting in creating a private placement
offering document. The Farkas Group, Inc. is owned by
Michael D. Farkas.
<P>
The Company paid GSM Communications, Inc., a related
party, $5,000 for consulting services relating to an
internet site. GSM Communications, Inc. is owned by
Michael D. Farkas. In April, 1999 the Company agreed to
reimburse Atlas Equity Group, Inc., a related party,
$1,200 per month for operating and administrative
expenses. Atlas Equity Group, Inc. is owned by Michael
D. Farkas.
<P>
NOTE 8 - INVESTMENT
----------
<P>
On May 10, 1999 the Company purchased 125,000 common
shares of Wealthound, Inc., a development stage company.
The purchase represents 3 percent of that company's
outstanding stock. The investment is reflected at cost.
<P>
On June 22, 1999 the Company formed Hipstyle.com Inc.
(a development stage company). In connection with the
formation
<P>
NOTE 8 - INVESTMENT (CONT'D)
------------------
<P>
the Company realized $200 in revenues. The Investment is
reflected at cost. (Note 1)
<P>
Management Discussion and Analysis
----------------------------------
<TABLE> <C> <C>
<S>
For the Quarter Ended For the Quarter Ended
March 31, 2000 March 31, 1999
--------------- ---------------
<P>
Development Stage Revenues $ 0 $ 0
<P>
Development Stage Expenses (9,580) (5,382)
<P>
Deficit Accumulated During
Development Stage (9,580) (5,382)
<P>
</TABLE>
Development Stage Revenues
---------------------------
<P>
The Company's operations have been devoted primarily to
developing a business plan, strategic acquisitions,
creating an Internet identity and raising capital for
future operations and administrative functions. The
Company intends to grow through internal development,
strategic alliances and acquisitions of existing
businesses. The ability of the company to achieve its
business objectives is contingent upon its success in
raising capital until adequate revenues are realized from
operations.
<P>
Development Stage Expenses
--------------------------
<P>
The Company's development stage expenses were $9,580 for
the Quarter ended March 31, 1999. The expenses incurred
were primarily due to various consulting, managerial and
professional services in pursuit of the Company's
objectives.
<P>
PART II - OTHER INFORMATION
<P>
Item 1. Legal Proceedings. Not applicable
<P>
Item 2. Changes in Securities. None
<P>
Item 3. Defaults Upon Senior Securities. Not Applicable
<P>
Item 4. Submission of Matters to a Vote of Security
Holders. None.
<P>
Item 5. Other Information. None
<P>
Item 6. Exhibits and Reports of Form 8-K. None
<P>
Exhibit 27 - Financial Date Schedule
Electronic Filing Only
<P>
SIGNATURES
<P>
Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed in its behalf by the
undersigned, there unto duly authorized, on May 12, 2000.
<P>
INTELILABS.COM, INC.
(f/k/a Quentin Road Productions, Inc.)
(Registrant)
<P>
Date: May 12, 2000 /s/ Rebecca Brock
------------------
Rebecca Brock
Chairman, Chief
Executive Officer,
President,
Secretary and
Treasurer
<P>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-END> MAR-31-2000
<CASH> 742
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 742
<PP&E> 2,991
<DEPRECIATION> 199
<TOTAL-ASSETS> 10,308
<CURRENT-LIABILITIES> 20,700
<BONDS> 0
0
0
<COMMON> 305
<OTHER-SE> (17,889)
<TOTAL-LIABILITY-AND-EQUITY> 10,308
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 9,509
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 71
<INCOME-PRETAX> (9,580)
<INCOME-TAX> 0
<INCOME-CONTINUING> (9,580)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (9,580)
<EPS-BASIC> (.003)
<EPS-DILUTED> (.003)
</TABLE>
