As filed with the Securities and Exchange
Commission on September 24, 2001.

REGISTRATION NO. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SB-2

REGISTRATION STATEMENT

UNDER THE

SECURITIES ACT OF 1933

HIPSTYLE.COM, INC.

(Name of Small Business Issuer in its Charter)

FLORIDA 65-0928369
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)

1221 BRICKELL AVENUE, SUITE 900
MIAMI, FLORIDA 33131
(305) 539-0900

(Address, including zip code, and telephone
number, including area code, of
registrant's principal executive
offices)

REBECCA J. FARKAS
PRESIDENT

HIPSTYLE.COM, INC.
1221 BRICKELL AVENUE, SUITE 900
MIAMI, FLORIDA 33131
(305) 539-0900

(Name, address, including zip code, and telephone number, including area code,
of agent for service)

Copies of communications to:
GREGG E. JACLIN, ESQ.
ANSLOW & JACLIN, LLP
4400 ROUTE 9, 2ND FLOOR
FREEHOLD, NEW JERSEY
TELEPHONE NO.: (732) 409-1212
FACSIMILE NO.: (732) 577-1188

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. |X|

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act of 1933, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act of 1933, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act of 1933, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|

CALCULATION OF REGISTRATION FEE

PROPOSED
MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE REGISTERED PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE PER SHARE REGISTRATION FEE

Common Stock, par value $.0001 per share 4,600,000 $920,000 $.20 $230.00

The offering price has been estimated solely for the purpose of computing the
amount of the registration fee in accordance with Rule 457(c). Our common stock
is not traded and any national exchange and in accordance with Rule 457, the
offering price was determined by the price shareholders were sold to Hipstyle
shareholders in a private placement memorandum

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED SEPTEMBER 24, 2001

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

HIPSTYLE.COM, INC.

4,600,000 SHARES OF COMMON STOCK

Our selling stockholders are offering to sell 4,600,000 shares of our common
stock.

THE SECURITIES OFFERED IN THIS PROSPECTUS INVOLVE A HIGH DEGREE OF RISK. YOU
SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE HEADING "RISK FACTORS"
BEGINNING ON PAGE 3.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The date of this prospectus is September 24, 2001

-i-

Currently, the stock of Hipstyle is not trading on any public market. It is our
intention to retain a market maker to apply for trading on the Over the Counter
Bulletin Board ("OTC BB") following the effectiveness of this registration
statement.

TABLE OF CONTENTS

SUMMARY FINANCIAL DATA. 2

ABOUT OUR COMPANY 3

RISK FACTORS. 3

SPECIAL INFORMATION REGARDING FORWARD LOOKING STATEMENTS 15

USE OF PROCEEDS. 15

MARKET PRICE OF OUR COMMON STOCK 15

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OR OPERATION. 16

BUSINESS 22

MANAGEMENT 32

PRINCIPAL STOCKHOLDERS 36

DILUTION 37

SELLING STOCKHOLDERS 39

PLAN OF DISTRIBUTION 41

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 42

DESCRIPTION OF SECURITIES. 42

DELAWARE BUSINESS COMBINATION PROVISIONS 45

INDEMNIFICATION OF DIRECTORS AND OFFICERS. 45

WHERE YOU CAN FIND MORE INFORMATION. 46

TRANSFER AGENT. 47

LEGAL MATTERS 47

EXPERTS. 47

INDEX TO FINANCIAL STATEMENTS f-1

About Our Company

Hipstyle.com is a development stage company which is completing a website, at
www.hipstyle.com, dedicated to bringing together designers and merchants of high
fashion and beauty products with online clothing shoppers and fashion
enthusiasts. We have launched a beta test version of the site and have retained
the services of a web design and development firm to facilitate the completion
of a11 planned content and functionality. We have spent a total of $54,292 for
research and development. All of such expenses were used to develop our website
since our inception. We did not spend any additional funds on research and
development expenses.

While the Company's primary goal is to become a comprehensive fashion portal as
well as a fashion information intermediary, we plan to offer additional popular
culture content to supplement our site's fashion focus. Because fashion
encompasses every aspect of modern life and is directly impacted by all aspects
of popular culture, we believe that providing content relating to movies, music,
nightlife, etc. will be a value added feature for our anticipated members and
users. We believe that this content will not only enhance the quality and scope
of our bulletin board discussions, but will offer a destination for a wider
audience base, thus resulting in increased anticipated traffic to our site.

We anticipate that the fashion infomediary aspect of our model will focus on
aggregating our members' personal profiles and preferences and then matching
them with our merchant and advertising partners, thus providing focused services
and information to both parties. This strategy will be heavily dependent on our
ability to convert future visitors to our site into Hipstyle.com members.
Membership will be in the Hipstyle.com online community and members will not
receive an ownership interest in the company, Hipstyle.com, Inc. While most
intended services will be available to all site visitors, certain higher tier
services and functionality will be reserved for members only.

We anticipate that membership in the online community of Hipstyle.com will be
free and it will offer special access to certain restricted content and
functionality as well as negotiated member discounts with merchant partners. To
become a member, site visitors will be asked to fill out some personal
information, including their specific fashion related preferences, and this
information will be aggregated into a confidential data repository. With the
members' explicit permission, the Company anticipates using these detailed
customer profiles to provide businesses with a powerful online advertising,
direct marketing and electronic commerce channel to more effectively reach their
desired audience. In return, we anticipate that members will benefit from the
targeted advertising and offers focusing on their specific interests, and will
also receive group discounts and special deals negotiated by the Company on
their behalf.

How Our Company Is Organized

We were incorporated under the name Hipstyle.com, Inc. in the State of
Florida on June 22, 1999. The Company was a wholly owned subsidiary of
Intelilabs.com, Inc. (formerly known as Quentin Road Productions,
Inc.), a publicly trade company listed on the OTC Electronic Bulletin Board
(OTCBB:QRPI) from inception until March 1, 2000. Effective March 1, 2000, all of
the shares of Hipstyle owned by Intelilabs.com, Inc. were distributed to the
Intelilabs.com, Inc. shareholders in a spin off at a rate of 1.31 Hipstyle

shares for each share of Intelilabs.com, Inc. owned. The Company has spent a
total of $54,292 for research and development. All of such expenses were used to
develop the Company's website since inception of the Company. The Company did
not spend any additional funds on research and development expenses.

We have not been involved in any bankruptcy, receivership or similar proceeding.
We have not been involved in any material reclassification, merger,
consolidation, or purchase or sale of a significant amount of assets not in the
ordinary course of business.

Where You Can Find Us

The Company's corporate offices are located at 1221 Brickell Avenue, Suite 900,
Miami, Florida 33131. The Company' s corporate staff consists of two full time
persons with collective experience in fashion and online marketing. The
Company's telephone number is (305) 539-0900.

Summary Financial Data

The following summary financial data should be read in conjunction with
"Management's Discussion and Analysis or Plan of Operation" and the Financial
Statements and Notes thereto, included elsewhere in this Prospectus. The
statement of operations data for the period from June 22, 1999 (inception) to
June 22, 2000 are derived from Hipstyle.com, Inc. audited Financial Statements
and the statement of operations data for the nine months ended March 31, 2001
are derived from Hipstyle.com, Inc's unaudited financial statements included
elsewhere in this Prospectus. Balance sheet data at June 30,2000 are derived
from Hipstyle.com, Inc.'s audited financial statements and the balance sheet
data at nine months ended March 31, 2001 are derived from Hipstyle.com, Inc's
unaudited financial statements included elsewhere in this Prospectus. The
operating results for the nine ended March 31, 2001 are not necessarily
indicative of the results to be expected for the full year or for any future
period.

Period from
(Date of (Date of
Inception Inception
June 22, 1999) None Months June 22, 1999)
To June 30, Ended March 31, June 30,
2000 2001(unaudited) 1999
---- ---- ----

Statement of Operations Data:
Revenue $0 0 0
Net Losses $(56,597) (74,718) (200)
Total Operating Expenses $56,597 74,718 200
Research and Development $27,157 25,328 0
General and administrative $29,440 49,390 200

June 30, March 31, June 30,
2000 2001(unaudited) 1999
---- ---- ----
Balance Sheet Data:
Cash $55 1,368 0
Total Current Assets $26,685 1,368 O

Total Assets $26,740 1,368 0
Total Liabilities $73,137 12,483 0
Stockholders Equity(deficit) $(46,397) (11,115) 0

Risk Factors

You should carefully consider the following risk factors and other
information in this prospectus before deciding to become a shareholder of our
common stock. Your investment in our common stock is highly speculative and
involves a high degree of risk. You should not invest in our common stock unless
you can afford to lose your entire investment and you are not dependent on the
funds you are investing.

Please note that throughout this prospectus, the words "we", "our" or "us"
refer to Hipstyle.com, Inc. and not to the selling stockholders.

We will require additional funds to achieve our current business strategy and
our inability to obtain additional financing could have a material adverse
effect on our ability to maintain business operations.

We will need to raise additional funds through public or private debt or
sale of equity to achieve our current business strategy of completing a website,
dedicated to bringing together designers and merchants of high fashion and
beauty products with online clothing shoppers and fashion enthusiasts. This
financing may not be available when needed. Even if this financing is available,
it may be on terms that we deem unacceptable or are materially adverse to your
interests with respect to dilution of book value, dividend preferences,
liquidation preferences, or other terms. Our inability to obtain financing would
have a material adverse effect on the our ability to implement our acquisition
and growth strategy, and as a result, could require us to diminish or suspend
our acquisition strategy and possibly cease our operations.

If we are unable to obtain financing on reasonable terms, we could be
forced to delay, scale back or eliminate certain product and service development
programs. In addition, such inability to obtain financing on reasonable terms
could have a material adverse effect on our business, operating results, or
financial condition to such extent that we are forced to restructure, file for
bankruptcy, sell assets or cease operations, any of which could put your
investment dollars at significant risk.

Our independent auditors have issued a report in which they expressed
substantial doubt about our ability to continue as a going concern.

The report of our independent auditors on our financial statements for the
year ended June 30, 2000 contains an explanatory paragraph which indicates that
we have recurring losses from operations. The deficit accumulated in the
developmental stage of operation as of June 30, 2000 was $56,397. This report
states that, because of these losses, there may be a substantial doubt about our
ability to continue as a going concern. This report and the existence of these
recurring losses from operations may make it more difficult for us to raise
additional debt or equity financing needed to run our business and is not viewed
favorably by analysts or investors. We urge potential investors to review this
report before making a decision to invest in Hipstyle.

We have a limited operating history that you can use to evaluate us and the
likelihood of our success must be considered in light of the problems, expenses,
difficulties, complications and delays frequently encountered by a small
developing company.

We have not generated any revenues to date. We have no significant assets
or financial resources. Hipstyle has been engaged solely in start-up activities
and has not commenced material operations in our core business of providing
comprehensive information and services related to driving and automobile
ownership. The likelihood of the our success must be considered in light of the
problems, expenses, difficulties, complications and delays frequently
encountered by a small developing company starting a new business enterprise and
the highly competitive environment in which we will operate. To address these
risks, we must, among other things, respond to competitive developments;
continue to attract, retain and motivate qualified persons, research and develop
new technology; and commercialize services incorporating such technologies.

There can be no assurance we will be successful in addressing these risks
or any other risks. We have not been in business long enough to make a
reasonable judgment as to our future performance. There can be no assurance that
we will be able to successfully implement our business plan, generate sufficient
revenue to meet our expenses, operate profitably or be commercially successful.
Since we have a limited operating history of marketing our services to the
public over the Internet, we cannot assure you that our business will be
profitable or that we will ever generate sufficient revenues to meet our
expenses and support our anticipated activities. Even if we do achieve
profitability, we may be unable to sustain or increase profitability on a
quarterly or annual basis in the future. We expect to have quarter to quarter
fluctuations in revenues, expenses, losses and cash flow, some of which could be
significant. Results of operations will depend upon numerous factors, some of
which are beyond our control, including:

o regulatory actions;
o market acceptance of our products and services;
o new product and service introductions; and
o competition.

These conditions raise substantial doubt about our ability to continue as a
going concern.

As we have such a limited history of operation, you will be unable to
assess our future operating performance or our future financial results or
condition by comparing these criteria against our past or present equivalents.
We intend to grow through acquisitions or other companies, and our business and
financial results could be adversely affected if we do not successfully
implement these acquisitions.

We intend to grow through acquisitions of other companies, and our business and
financial results could be adversely affected if we do not successfully
implement these acquisitions

We intend, as part of our business strategy to acquire other businesses which
are in the industry. We are unable to predict whether or when any prospective
acquisitions will occur or the likelihood of a material transaction being
completed on favorable terms and conditions. Our ability to complete an
acquisition of a leading provider of digital imaging services over the Internet
and other possible acquisitions may be constrained by, among other things, our
ability to raise additional capital or obtain debt financing. In addition,
acquisitions of other companies commonly involve certain risks, including, among
others:

* the difficulty of assimilating the acquired operations and personnel;
* the potential disruption of our ongoing business and diversion of
resources and management time;
* the possible inability of management to maintain uniform standards,
controls, procedures and policies;
* the risks of entering markets in which we have little or no direct

prior experience; and
* the potential impairment of relationships with employees or customers
as a result of changes in management.

Therefore, we cannot present to you that we will be able to identify,
acquire or profitably manage additional companies or successfully integrate the
operations of additional companies into us without encountering significant
delays, costs or other problems.

We cannot assure you that we will be able to acquire the businesses or
that we will be able to integrate successfully any operations, personnel,
services or products that might be acquired in the future.

A business combination with a third party will probably result in a change in
control and of management.

A business combination with a third party involving the issuance of our
common stock will, in all likelihood, result in shareholders of another company
obtaining a controlling interest in us. The resulting change in control will
likely result in removal of our present officer and director and a corresponding
reduction in or elimination of his/her participation in our future affairs.

We operate in an industry that may become heavily regulated and compliance
failures could adversely affect our business

Due to the increasing popularity of the Internet, it is possible that new
laws and regulations may be adopted dealing with such issues as user privacy,
content and pricing. Such laws and regulations might increase our cost of using,
or limit our ability to use, the Internet as a distribution channel, which in
turn could have a material adverse effect on our business, financial condition
and operating results.

Government regulation and legal uncertainties could add additional costs
to doing business on the Internet. There are currently few laws or regulations
that specifically regulate communications or commerce on the Internet. However,
laws and regulations may be adopted in the future that address issues such as
user privacy, pricing and the characteristics and quality of products and
services. For example, the Telecommunications Act of 1996 sought to prohibit
transmitting various types of information and content over the Internet. Several
telecommunications companies have petitioned the Federal Communications
Commission to regulate Internet service providers and on-line service providers
in a manner similar to long distance telephone carriers and to impose access
fees on those companies. This could increase the cost of transmitting data over
the Internet. Moreover, it may take years to determine the extent to which
existing laws relating to issues such as intellectual property ownership, libel
and personal privacy are applicable to the Internet. Any new laws or regulations
relating to the Internet or any new interpretations of existing laws could
adversely affect our business.

"Penny Stock" rules may make buying or selling our common stock difficult.

Trading in our securities is subject to the "penny stock" rules. The SEC
has adopted regulations that generally define a penny stock to be any equity
security that has a market price of less than $5.00 per share, subject to
certain exceptions. These rules require that any broker-dealer who recommends
our securities to persons other than prior customers and accredited investors,
must, prior to the sale, make a special written suitability determination for
the purchaser and receive the purchaser's written agreement to execute the
transaction. Unless an exception is available, the regulations require the
delivery, prior to any transaction involving a penny stock, of a disclosure
schedule explaining the penny stock market and the risks associated with trading

in the penny stock market. In addition, broker-dealers must disclose commissions
payable to both the broker-dealer and the registered representative and current
quotations for the securities they offer. The additional burdens imposed upon
broker-dealers by such requirements may discourage broker-dealers from effecting
transactions in our securities, which could severely limit their market price
and liquidity of our securities. Broker-dealers who sell penny stocks to certain
types of investors are required to comply with the Commission's regulations
concerning the transfer of penny stock. These regulations require broker-dealers
to:

- Make a suitability determination prior to selling a penny stock to the
purchaser;

- Receive the purchaser's written consent to the transaction; and

- Provide certain written disclosures to the purchaser.

These requirements may restrict the ability of broker-dealers to sell our
common stock and may affect your ability to resell our common stock.

We will require additional management personnel with expertise in fashion design
in order to achieve our business objectives.

We will require additional management, middle management and technical
personnel who have previous expertise in fashion design in order to achieve our
business objectives. We may be unable to attract, assimilate or retain other
highly qualified employees. There is significant competition for qualified
employees in the computer programming and Internet industries. If we do not
succeed in attracting new personnel or retaining and motivating our current
personnel, our business will be adversely affected.

Future sales of shares by Michael Farkas could adversely affect the market price
of our common stock.

There are approximately 4,600,000 shares of our common stock outstanding,
of which approximately 3,275,000 (or 71.20%) are held beneficially by Michael
Farkas. Mr. Farkas will be able to sell these shares in the public markets from
time to time, subject to certain limitations on the timing, amount and method of
such sales imposed by SEC regulations. If Mr. Farkas were to sell a large number
of shares, the market price of our common stock could decline significantly.
Moreover, the perception in the public markets that such sales by Mr. Farkas
might occur could also adversely affect the market price of our common stock.

Control by Michael Farkas could prevent a change of control and may affect the
market price of our common stock

Mr. Farkas, beneficially owns approximately 71.20% of our common stock.
Accordingly, for as long as Mr. Farkas continues to own more than 50% of our
common stock, he will be able to elect our entire board of directors, control
all matters that require a stockholder vote (such as mergers, acquisitions and
other business combinations) and exercise a significant amount of influence over
our management and operations. This concentration of ownership could have the
effect of preventing us from undergoing a change of control in the future and
might affect the market price of our common stock.

Failure to introduce new products in a timely manner may affect our ability to
compete effectively.

Our future success will depend in large part on our ability to develop and
enhance our services and products. We operate in a very competitive industry in
which the ability to develop and deliver fashion through the Internet and other
channels is a key competitive factor. There are significant technical

risks in the development of new or enhanced services and products, including the
risk that we will be unable to:

* effectively use new technologies
* adapt our products to emerging industry standards; or
* develop, introduce and market enhanced or new products.

If we are unable to develop and introduce enhanced or new products quickly
enough to respond to market or user requirements or to comply with emerging
industry standards, or if these services and products do not achieve market
acceptance, our business, financial condition and operating results could be
materially adversely affected.

We do not expect to pay dividends and investors should not buy our common stock
expecting to receive dividends

We have not paid any dividends on our common stock in the past, and do not
anticipate that we will declare or pay any dividends in the foreseeable future.
Consequently, you will only realize an economic gain on your investment in our
common stock if the price appreciates. You should not purchase our common stock
expecting to receive cash dividends.

There is no assurance of public market and that the common stock will ever trade
on a recognized exchange.

There is no established public trading market for our securities. We
currently intend to seek a market maker to apply for a listing on the OTC
Electronic Bulletin Board in the United States. Our shares are not and have not
been listed or quoted on any exchange or quotation system. There can be no
assurance that a market maker will agree to file the necessary documents with
the National Association of Securities Dealers, which operates the OTC
Electronic Bulletin Board, nor can there be any assurance that such an
application for quotation will be approved or that a regular trading market will
develop or that if developed, will be sustained. In the absence of a trading
market, an investor may be unable to liquidate its investment.

SPECIAL INFORMATION REGARDING FORWARD LOOKING STATEMENTS

Some of the statements in this prospectus under "Risk Factors," Plan of
Operation," "Business," and elsewhere are "forward- looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. These
statements involve known and unknown risks, uncertainties and other factors
which may cause our or our industry's actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by these forward-looking statements. These
factors include, among others, the factors set forth above under "Risk Factors."

In some cases, you can identify forward-looking statements by the words
"believe," "expect," "anticipate," "intend" and "plan" and similar expressions
or the negative of these terms or other comparable terminology.

Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, events, levels of
activity, performance or achievements. We caution you not to place undue
reliance on these forward- looking statements.

USE OF PROCEEDS

The selling stockholders are selling shares of common stock covered by this
prospectus for their own account. We will not receive any of the proceeds from
the resale of these shares. We have agreed to bear the expenses relating to the
registration of the shares for the selling security holders.

LACK OF MARKET FOR OUR COMMON STOCK

There is no established public trading market for our securities. We intend
to seek a market maker to apply for a listing on the OTC Electronic Bulletin
Board in the United States. Our shares are not and have not been listed or
quoted on any exchange or quotation system.

DETERMINATION OF OFFERING PRICE

Since our shares are not listed or quoted on any exchange or quotation
system, the offering price of the shares of common stock was arbitrarily
determined. The facts considered in determining the offering price were our
financial condition and prospects, our limited operating history and the general
condition of the securities market. The offering price is not an indication of
and is not based upon the actual value of Hipstyle. The offering price bears no
relationship to the book value, assets or earnings of Concept Digital or any
other recognized criteria of value. The offering price should not be regarded as
an indicator of the future market price of the securities.

DIVIDENDS

To date, we have not declared or paid any dividends on our common stock. We
currently do not anticipate paying any cash dividends in the foreseeable future
on our common stock, when issued pursuant to this offering. Although we intend
to retain our earnings, if any, to finance the development and growth of our
business, our Board of Directors will have the discretion to declare and pay
dividends in the future. Payment of dividends in the future will depend upon our
earnings, capital requirements, and other factors, which our Board of Directors
may deem relevant.

PENNY STOCK CONSIDERATIONS

Broker-dealer practices in connection with transactions in "penny stocks"
are regulated by certain penny stock rules adopted by the Securities and
Exchange Commission. Penny stocks generally are equity securities with a price
of less than $5.00. Penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction,
and monthly account statements showing the market value of each penny stock held
in the customer's account. In addition, the penny stock rules generally require
that prior to a transaction in a penny stock, the broker-dealer make a special
written determination that the penny stock is a suitable investment for the
purchaser and receive the purchaser's written agreement to the transaction.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion and analysis 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 in conjunction
with our financial statements and notes thereto appearing in this prospectus.

The following discussion and analysis contains forward-looking statements,
which involve risks and uncertainties. Our actual results may differ
significantly

from the results, expectations and plans discussed in these forward-looking
statements.

During the past year, our operations have been devoted primarily to
developing a business plan, developing and launching our website and raising
capital for future operations and administrative functions. We intend to grow
through internal development, strategic alliances, and acquisitions of existing
businesses. Because of uncertainties surrounding our development, we anticipate
incurring development stage losses in the foreseeable future. Our ability to
achieve our business objectives is contingent upon our success in raising
additional capital until adequate revenues are realized from operations.

Development stage expenses during the three months ended March 31, 2001 and
March 31, 2000 were $17,609 and $1,315 respectively. The expenses incurred were
primarily due to various consulting, managerial and professional services in
connection with our development of a business plan and the corporate formation.
On-going increases to development stage expenses are anticipated.

Overview

Hipstyle.com is a development stage company which is completing a website,
at www.hipstyle.com, dedicated to bringing together designers and merchants of
high fashion and beauty products with online clothing shoppers and fashion
enthusiasts. We have launched a beta test version of the site and have retained
the services of a web design and development firm to facilitate the completion
of a11 planned content and functionality. We have spent a total of $54,292 for
research and development. All of such expenses were used to develop our website
since our inception. We did not spend any additional funds on research and
development expenses.

While the Company's primary goal is to become a comprehensive fashion
portal as well as a fashion information intermediary, we plan to offer
additional popular culture content to supplement our site's fashion focus.
Because fashion encompasses every aspect of modern life and is directly impacted
by all aspects of popular culture, we believe that providing content relating to
movies, music, nightlife, etc. will be a value added feature for our anticipated
members and users. We believe that this content will not only enhance the
quality and scope of our bulletin board discussions, but will offer a
destination for a wider audience base, thus resulting in increased anticipated
traffic to our site.

We anticipate that the fashion infomediary aspect of our model will focus
on aggregating our members' personal profiles and preferences and then matching
them with our merchant and advertising partners, thus providing focused services
and information to both parties. This strategy will be heavily dependant on our
ability to convert future visitors to our site into Hipstyle.com members.
Membership will be in the Hipstyle.com online community and members will not
receive an ownership interest in the company, Hipstyle.com, Inc. While most
intended services will be available to all site visitors, certain higher tier
services and functionality will be reserved for members only.

We anticipate that membership in the online community of Hipstyle.com will
be free and it will offer special access to certain restricted content and
functionality as well as negotiated member discounts with merchant partners. To
become a member, site visitors will be asked to fill out some personal
information, including their specific fashion related preferences, and this
information will be aggregated into a confidential data repository. With the
members' explicit permission, the Company anticipates using these detailed
customer profiles to provide businesses with a powerful online advertising,
direct marketing and electronic commerce channel to more effectively reach their
desired audience. In return, we anticipate that members will benefit from the
targeted advertising and offers focusing on their specific interests, and will

also receive group discounts and special deals negotiated by the Company on
their behalf.

Anticipated revenues will be generated primarily through charging a click
through rate for each link to other sites, revenue sharing on purchases made at
partner e-commerce sites, advertising sales and possible auction fees. During
the next twelve months, we expect to take the following steps in connection with
the development of our business and the implementation of our plan of
operations:

* Complete andlaunch fully operational web site within ninety (90) days;

* Develop and maintain relationships with retailers, partners and
customers;

* Develop ancillary services that are complimentary to our current
anticipated services; and

* Hire and train additional staff, including management, marketing
staff, administrative personnel and technical developers. We
anticipate hiring up to 3 employees in the next twelve months;

Each of these steps present significant risks with respect to our ability
to implement our plan of operations which are discussed in the "Risk Factors"
section of this prospectus. You should carefully review these risks prior to
participating in the offering.

We intend to grow through internal development, strategic alliances, and
acquisitions of existing businesses. Because of uncertainties surrounding our
development and limited operating history, we anticipate incurring development
stage losses in the foreseeable future. Our ability to achieve our business
objectives is contingent upon its success in raising additional capital until
adequate revenues are realized from operations.

Results of Operations

For the three months ending March 31, 2001, the nine month ended March 31,
2001, and for the period June 22, 1999 (inception) through March 31, 2001, we
recorded a net loss of $17,609, $74,718 and $131,305 respectively. This
operating loss is largely attributable to general and administrative expenses
associated with development of our website. We did not generate any revenues
during these periods. Net loss per share of common stock was approximately $.00
for the three month period ending March 31, 2001 and $.02 for the nine months
ending March 31, 2001. Further, there can be no assurance that we will ever
achieve profitability or that a stream of revenue can be generated and sustained
in the future.

Capital Resources and Liquidity

At March 31, 2001, we had current assets of $1,368 and total assets of
$1,368. These assets consist of cash on hand of $1,368.

We received an aggregate total of $7,000 in connection with unsecured loans
from Atlas Equity Group, Inc., a shareholder of Hipstyle, and issued promissory
notes in the same amount at an interest rate of 10% and maturity dates ranging
from April 2002 through August, 2002. Proceeds from this loan were used to pay
administrative expenses and working capital. As of March 31, 2001, we had a cash
balance of approximately $1,368.

Cash Requirements and Additional Funding

Hipstyle is dependent on external capital to develop, complete, and
launch its business operations and to finance its business strategy of providing
digital imaging services over the Internet. This external capital will also be
necessary in order for Hipstyle's operations to reach a level in which it may
internally generate the cash flow necessary to sustain its operations. If we are
unable to raise new capital, it may not be able to maintain business operations.

The plan of operation described in this discussion assumes that Hipstyle
will be successful in raising additional and necessary capital. If we are unable
to raise additional funds, we may be forced to delay, scale back or eliminate
certain product and service development programs. Even if we are able to
continue our operations, the failure to obtain financing could have a
substantial adverse effect on our business and financial results, and we may
need to delay full deployment of our services. Although we have historically
relied upon financing provided by our shareholders to supplement our operations,
they are not legally obligated to provide us with any additional funding in the
future. We currently do not maintain any lines of credit nor do we have any
agreements for additional sources of financing.

BUSINESS - OUR COMPANY

A Summary Of What We Do

We are a development stage Internet based company whose goal is to become a
Hipstyle.com is a development stage company which is completing a website, at
www.hipstyle.com, dedicated to bringing together designers and merchants of high
fashion and beauty products with online clothing shoppers and fashion
enthusiasts. We have launched a beta test version of the site and has retained
the services of a web design and development firm to facilitate the completion
of a11 planned content and functionality. We have spent a total of $54,292 for
research and development. All of such expenses were used to develop our website
since inception. We did not spend any additional funds on research and
development expenses.

While our primary goal is to become a comprehensive fashion portal as well as a
fashion information intermediary, we plan to offer additional popular culture
content to supplement our site's fashion focus. Because fashion encompasses
every aspect of modern life and is directly impacted by all aspects of popular
culture, we believe that providing content relating to movies, music, nightlife,
etc. will be a value added feature for our anticipated members and users. We
believe that this content will not only enhance the quality and scope of our
bulletin board discussions, but will offer a destination for a wider audience
base, thus resulting in increased anticipated traffic to our site.

We anticipate that the fashion infomediary aspect of our model will focus on
aggregating our members' personal profiles and preferences and then matching
them with our merchant and advertising partners, thus providing focused services
and information to both parties. This strategy will be heavily dependant on our
ability to convert future visitors to our site into Hipstyle.com members.
Membership will be in the Hipstyle.com online community and members will not
receive an ownership interest in the company, Hipstyle.com, Inc. While most
intended services will be available to all site visitors, certain higher tier
services and functionality will be reserved for members only.

information, including their specific fashion related preferences, and this
information will be aggregated into a confidential data repository. With the
members' explicit permission, the Company anticipates using these detailed
customer profiles to provide businesses with a powerful online advertising,
direct marketing and electronic commerce channel to more effectively reach their
desired audience. In return, we anticipate that members will benefit from the
targeted advertising and offers focusing on their specific interests, and will
also receive group discounts and special deals negotiated by the Company on
their behalf.

Our corporate offices are located at 1221 Brickell Avenue, Suite 900, Miami,
Florida 33131. Our corporate staff consists of two part time persons with
collective experience in fashion and online marketing. Our telephone number is
(305) 539-0900.

Operational Details

Acquiring Viewer Base

The first and perhaps most important aspect of our model is to generate an
audience/membership as quickly as possible. Advertising rates, merchant pricing,
negotiated member discounts and access to cost-effective strategic partnerships
are all positively affected by increased traffic on our website. Therefore, with
a growing number of viewers on our site, we have the potential to deliver more
benefits to our anticipated users, clients and partners. Our users will benefit
from a larger base, as it will increase our ability to leverage group discounts
and special offers for our members. In addition the quality of interactive
functionality like auctions and bulletin boards will be greatly improved. Our
business partners and advertisers will have access to more viewers and potential
customers, and will thus benefit more from a relationship with Hipstyle.com.
Finally, our anticipated revenues will be completely dependant on the amount of
traffic and membership on our site.

This initiative will hinge on a successful advertising campaign and public
relations strategy. The effort must be as targeted and cost effective as
possible, since this represents Hipstyle's largest cost allocation. Preliminary
advertising and traffic-building channels have been identified, with the
anticipated approach consisting of highly targeted advertising online banner
buys, business development relationships with third party sites and strategic
placement on search engines. Depending on the success of its online advertising
initiatives, we may also pursue offline channels including billboard and
magazine advertising.

We anticipate that a membership can be attained utilizing the outlined channels
and techniques. We will try to attract individuals who are interested in this
industry by providing unique content and services, while promoting a sense of
community.

Content Functionality

In order to attract this viewer base to our website, we will try to provide
services to our members in addition to shopping links that will be useful and
fun to those individuals who are interested in fashion. We hope to provide a
search engine for our entire site to create an easy way to quickly find specific
items or functions. We will also anticipate providing up to date news and
articles, as well as research tools, which will include biographies of important
figures in fashion like designers and models. Planned links will also be

established for event postings such as sample sales, new store or site openings
and possible job and internship listings.

It is anticipated that members will have upgraded offerings including the
opportunity to chat with each other and exchange ideas, creating a sense of
community within our viewer base. They should also have the ability e-mail us
directly with questions, comments and suggestions, and have access to bulletin
boards on a variety of topics ranging from fashion and entertainment to current
social issues.

We will rely on forming partnerships with major magazines to provide archives of
selected features of their current issues, and unless we can forge these
relationships we will not be able to offer this feature to our members. We
anticipate that seasonal runway shows and various interviews will be available
to download on RealPlayer video to be viewed by our members. Finally, we will
also attempt to provide our members with resources to aid in the search for
designer vintage pieces, potentially in the form of an on- line auction.

Finally, we plan to offer additional popular culture content to supplement our
site's fashion focus. Because fashion encompasses every aspect of modern life
and is directly impacted by all aspects of popular culture, we believe that
providing content relating to movies, music, nightlife, etc. will be a value
added feature for our anticipated members and users. We anticipate providing
updated popular culture content to not only enhance the quality and scope of our
bulletin board discussions, but to offer a destination for a wider audience base
that may have interests beyond the fashion world. We expect that this approach
may result in increased traffic to our site, with anticipated benefits for our
future advertisers and member base.

Membership Requirements

In order for us to execute on the infomediary aspect of the business model,
certain features and functionality on the site including chat, e-mail, videos,
magazine archives and vintage auctions will only be offered in exchange for
filling out a simple questionnaire. The questions that potential members may be
asked to answer will include their name, the city in which they live, career
choice, age range, hobbies and lifestyle, shopping habits and dress and shoe
size. Upon completing this questionnaire, potential new members will be assigned
a membership number and will be asked to choose a password that they will use to
access exclusive HipStyle.com offerings.

Infomediary Model

We believe that a significant market opportunity exists for an Internet-based
infomediary to serve as an effective communication channel between businesses
and online consumers. This infomediary would collect consumers' demographic and
behavioral data, with their permission, and build detailed profiles from that
information. The infomediary would use these profiles to enable businesses to
deliver highly-targeted, one-to-one marketing messages and other products and
services to specified consumers. The infomediary, as the trusted custodian of
their information, would empower consumers to realize value from their data
while protecting their privacy.

With accurate and complete member information, we anticipate that we will be
able to deliver benefits to our members, advertisers, clients and strategic
partners. For our business and advertising partners, we hope to provide a
powerful online advertising, direct marketing and electronic commerce channel to
more effectively reach their desired audience. For our members, we anticipate
benefits from the targeted advertising and offers focusing on their specific
interests, as well as group discounts and special deals negotiated by us on
their behalf.

Hipstyle.com Auction

Hipstyle.com is planning to offer our members an auction area for bringing
together buyers and sellers of designer vintage pieces. That planned part of the
site will serve as a place for buyers and sellers to meet, negotiate sales, and
finally consummate transactions directly, thereby bypassing the time and expense
of intermediaries. Anticipated sales will be conducted by a traditional rising
price auction, and will be hosted by us. Users will register for free by
completing a registration form on our sign up page. The registration form
records contact information, mailing address and validates e-mail address. The
bidder will then be given an identification number for use when bidding. Once
registered, a customer will be able to bid immediately on any of the listed
auctions. Because there will be a fee charged for each listing, the individual
posting an item to auction on our site will have to provide Hipstyle with a
valid credit card as well as a verified mailing address and e-mail.

Our site may contain a listing of clothing categories that will allow for easy
exploration of current auctions. We are planning that bidders will be able to
search for specific vintage items by browsing through a list of auctions within
a category or subcategory of clothing and then click through to a product page
for a detailed description of a particular item. Each auction will be assigned a
unique identifier so that users can easily search for and track specific items
being auctioned off. Within the auction part of the site, we plan to feature an
auction search engine to provide our users with the tools to find a desired item
on our site. Users will be able to search by specific category, style, size,
initial bid price, location of the owner and any specific keyword searches.

Once we bring together the seller with the winning bidder, the transaction will
be performed between the two respective parties and will not involve us. As
previously mentioned, we will charge a listing fee from members for each
individual auction that they initiate.

Revenue

The partnerships that we anticipate forming with on-line retailers will include
a link directly from our web-site to the designer's or retailer's home page. The
intended increase in traffic to these sites provided by Hipstyle.com will enable
us to charge each retailer or designers who may be seeking traffic, a
click-through rate, or a fee for each click called a CPC. In addition, for
e-commerce sites, we will ask for a percentage of revenues obtained through
purchases made by customers that come from Hipstyle.com. The anticipated growing
traffic on Hipstyle.com, should in turn provide opportunities for these
businesses to increase their on-line revenue percentages. Based on these
benefits to our potential partners, it is anticipated that most businesses will
have no objections to a link from Hipstyle.com to their own site. It will then
be the objective of our team to negotiate mutually acceptable CPC and revenue
sharing arrangements with each different potential business partner.

The anticipated traffic on the Hipstyle.com web site will also allow for us to
receive ad sales revenues from potential advertisers. Because advertisers
traditionally pay higher rates for targeted ads, we anticipate that the
aggregated information from member questionnaires will create a highly targeted
advertising profile, which should enable us to charge higher rates for
communication with those members.

Finally, we anticipate that the Hipstyle members only auction will bring
together buyers and sellers, and will allow us to take a fee on each individual
auction posted. The sellers of an item will be charged a fee to post, otherwise
the service we be free to all other participating members who have filled out
their member profiles.

Revenue Sources

While future possibilities for generating income include strategic partnerships
and/or acquisitions of other shopping sites, developing and selling our own
products and licensing agreements of various types, we have not pursued any of
these arrangements to date. As mentioned before, our revenue strategy will focus
around CPC rates from links, revenue sharing from sales, advertising sales and
auction fees.

CPC

The CPC rate is a fee that is charged every time a Hipstyle.com member clicks on
any link to a company site. This method of generating revenue is directly
contingent upon how many members we have, as the probability rate of an actual
click occurring is relatively higher. The number of clicks that occur on a link
is figured by multiplying the click-through rate, or average percentage of
viewers who click, by the number of viewers that are actually on the site at a
given time.

The CPC rate must be specific for each client or strategic partner, based on
their specific traffic needs and relative stature in the industry. In most
instances, the more existing traffic that a business has on its site, the less
marginal value it places on incremental clicks. In addition, larger sites with
more members and well-developed brands, tend to have greater leverage in
negotiating CPC rates that they are willing to pay. Because of brand recognition
it is anticipated that a well known site or retailer will be willing to pay a
lower CPC rate, but will attract more visitors than a less known site.
Conversely, a newer site may be willing to pay a higher CPC rate to us, but may
not attract as many visitors. Because the net impact on revenues will only be
realized after testing the performance of each partnership, the Company will
need to maintain flexibility in the its CPC rates, within the accepted industry
parameters. It is anticipated that we will initially charge lower CPC rates for
more established partners and retailers.

Revenue Sharing

Revenue sharing for purchases made at on-line retailers, sources from
HipStyle.com is an excellent way for us to generate income. This option is only
available to us, however, through sites that are established as e- cornmerce
sites. Only a select few of the designers who are on-line are actually selling
their products via the internet. Most of the sites that are currently and
actively retailing are e-commerce boutiques that are designed specifically for
this purpose. While we have targeted these on-line retailers as potential
clients of Hipstyle.com and hope to generate revenue share in the immediate
future, we do not have any existing revenue sharing contracts in place, and may
not be able to secure these types of relationships.

We are also planning to target major designer web sites for potential revenue
sharing, but anticipate a CPC arrangement in the near future, as they develop
their e-commerce capabilities. Currently, the majority are catalog sites that
are designed for viewing the current collections and then ordering by contacting
a customer service center through an 800 number or e-mail. However, we
anticipate and are starting to see some indications that designer sites will
eventually undergo a transformation to enable e- commerce. This belief is based
on the fact that a growing number of related businesses have been using the
Internet as a low-cost sales and distribution channel. We believe that this
interest in online commerce is fueled in part by:

Online Interactivity. Businesses can use the Internet to interact with
customers in a real-time personalized transaction experience that provides the

business with significant marketing flexibility. On the Internet, a business can
frequently adjust its featured selections, pricing and visual presentation.
Also, these businesses can display a larger number of products than a
traditional store based or catalog retailer.

Global Scope of the Internet. Businesses that use the Internet as a sales
and marketing channel are able to reach and serve a large and geographically
diverse customer base electronically from a central location. Also, businesses
can easily obtain demographic and related customer data that provides additional
opportunities for direct marketing and personalized services.

Decreased Sales Costs. Businesses that use the Internet can access a global
market without the high costs associated with additional retail channels. Online
retailers and distributors do not have the burden of managing and maintaining
multiple retail stores or the significant printing and mailing costs of
catalogues.

Reduced Inventory Costs. Many businesses that use the Internet are able to
have products shipped to consumers directly by the manufacturers. This reduces
inventory costs and decreases exposure to inventory obsolescence.

When these businesses conclude their e-commerce transformation and begin to sell
products directly form their web site, the Company plans to form strategic
partnerships with these companies with the value proposition that Hipstyle.com
will generate traffic to their sites and increase the demand for their products
on-line.

Advertising Sales

Advertising sales on Hipstyle.com is a way that we can possibly generate revenue
from a diverse selection of marketplaces. We intend to create a variety of
different options and packages from companies that would purchase advertising
space on our site. These companies are not limited to the fashion industry, but
can come from a variety of related industries including: major banks and credit
cards, beauty products and cosmetics, fragrances, fitness products and gyms,
hotels, restaurants and nightclubs. These advertisements will be in the format
of click-on banners and buttons of varying sizes that will link the viewer
directly to the advertisers' home page. The pricing for these ads will be based
on a CPM rate, or cost per thousand impressions, which the number of unique
times the ad is viewed on Hipstyle.com site. The CPM rate is derived from the
number of exclusive viewers on a site at a given time, or how many viewers will
actually see the ad. Therefore, the higher Hipstyle's membership number, the
more its advertising space is in demand. This further outlines our initial
priority to draft a large viewer base in order to generate maximum profit from
sale of our advertising space.

The CPMs we will charge are also dependent on our site's click through rates,
and on the individual advertiser. If an advertiser is paying us a CPM rate for
showing an ad, but is not receiving any clicks or generating visits to their
site, the advertiser will either demand a lower CPM rate or discontinue the
relationship. Therefore the click through performance of our user base may
heavily impact the CPM advertising rates we will be able to charge in the
future.

Competition

There are several direct competitors in this industry, but we believe that there
is enough current demand to support another entrant in this industry based on
the amazing observed and projected growth of the internet, e-commerce and the
fashion industry. An estimated 33% of U.S. households now use the Internet,
which is projected to rise to 66% by 2003, according to a Yankee Group survey as

stated in a November 1999 report titled "Free Internet Access: Gateway to the
Next-Generation ISP" written by the Internet Marketing Strategies Planning
Service at the Yankee Group. The U.S. retail apparel market is valued at $172
billion by the Garment Industry Development Corporation as stated in an article
from the Garment Industry Development Corporation's statistical overview in the
last paragraph under US Fashion Industry. Revenues from online consumer retail
shopping are projected to grow to $125.6 billion by 2004, representing an
increase of 240% from the $37 billion projected by year-end 2000, according to
eMarketer in an article dated October 31, 2000 named "New eCommerce:B2c Report
Reveals Consumer e- Commerce Sales will reach $126 Billion by 2004, An Increase
of 240% From $37 Billion in 2000".

In the future, we may encounter competition from other fashion designers and
retailers who are still in the process of constructing their web-sites, but are
showing a future commitment to e-commerce for their business. Many of our
competitors, as well as a number of potential new competitors, have
significantly greater financial, technical and marketing resources than we do.
There can be no assurance that our competitors will not develop Internet
products and services that are superior to ours or that achieve greater market
acceptance than the our offerings.

We may also compete with online services and other Web site operators as well as
traditional off-line media such as print and television for a share of
advertisers' total advertising budgets. There can be no assurance that the we
will be able to compete successfully against its current or future competitors
or that competition will not have a material adverse effect on our business,
results of operations and financial condition. However, retailing over the
internet breaks down any previously existing boundaries, creating an
international marketplace for products that have already achieved world-wide
status through magazine editorial and advertising campaigns. These facts create
the ideal opportunity to introduce a web site like Hipstyle.com that combines
all aspects of the fashion industry, combining shopping with an on-line
community of individuals who share the same interests.

GOVERNMENT AND STATE REGULATION

Internet Law

Our website is not currently subject to direct federal laws or regulations
applicable to access, content or commerce on the Internet. However, due to the
increasing popularity and use of the Internet, it is possible that a number of
laws and regulations may be adopted with respect to the Internet covering issues
such as:

* user privacy;
* freedom of expression;
* pricing;
* content and quality of products and services; * taxation; * advertising; *
intellectual property rights; and * information security

The adoption of any such laws or regulations might decrease the rate of
growth of Internet use, which in turn could decrease the demand for our
services, increase the cost of doing business or in some other manner have a
material adverse effect on our business, financial condition and operating
results. In addition, applicability to the Internet of existing laws governing
issues such as property ownership, copyrights and other intellectual property

issues, taxation, libel, obscenity and personal privacy is uncertain. The vast
majority of such laws were adopted prior to the advent of the Internet and
related technologies and, as a result, do not contemplate or address the unique
issues of the Internet and related technologies.

EMPLOYEES

We employ one person on a part-time basis. We will employ additional people
as we continue to implement our plan of operation. None of our employees are
covered by a collective bargaining agreement, and we believe that our
relationship with our employees is satisfactory.

DESCRIPTION OF PROPERTY

We currently use office space in a building located at 1221 Brickell Avenue,
Suite 900, Miami, Florida. The primary tenant is The Farkas Group, Inc. The
Farkas Group, Inc. subleases the facility to Atlas Equity Group, Inc., an entity
which is wholly owned by Michael Farkas. Mr. Farkas is an affiliated individual
to the Company since he is the sole shareholder, officer and director of Atlas
Equity Group, Inc. which owns 57% of the outstanding shares of Hipstyle.

In July 2000, we agreed to reimburse Atlas Equity Group, Inc., a related party,
of which Michael D. Farkas is the beneficial owner, $2,000 per month (on a
month-to-month basis) for rent and other operating expenses. Prior to July 2000,
we had been relatively inactive, did not require, and was not occupying, any
office space. Therefore, instead of paying rent, the we agreed to reimburse
Atlas Equity Group, Inc. for certain office expenses. Because of recent
developments, including the hiring of employees and the completion of its
business plan, management has agreed to occupy and rent the space located at
1221 Brickell Avenue, Suite 900, Miami, Florida on a month to month lease at
$2,000 per month commencing January 1, 2001.

LEGAL PROCEEDINGS

To the best of our knowledge, there are no known or pending litigation
proceedings against us.

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information about our executive officers and
directors.

NAME AGE POSITION
---- --- --------

Rebecca J. Farkas 24 President, Treasurer, Secretary and Director
Michelle Brock 26 Vice President and Director

DIRECTORS

Rebecca J. Farkas, 24, has been President, Secretary, Treasurer and Director of
the Company since inception. She has also been a fashion model with Fords Models
Inc. in Miami, Florida and Spirit Model Management in New York, New York. She
was been in the modeling industry for the past five years represented by various
modeling agencies in New York, Miami, Paris, Los Angeles and Chicago. Ms. Brock
has been heavily in contact with many artists through her experience in the
fashion industry. In addition, since 1996, Ms. Brock has been represented by a
commercial television agency in New York and has appeared in lead roles in
several national television commercials. She is currently a member of the Screen
Actors Guild. In addition, Ms. Brock was President and founder of
WealthHound.com, Inc. a publicly traded company listed on the National Quotation
Board. She was also founder and President of Quentin Road Productions, Inc., a
publicly traded company listed on the OTC Electronic Bulletin Board. She
attended Penn State University from 1995-1996.

Michelle Brock, 26, has served as our Vice President and Director since May 30,
2000. Ms. Brock has been employed in public relations and sales for Norma
Kamali, Inc. since May 1999. Her responsibilities include the generating of
editorial press of United States and foreign fashion magazines as well as sales
to industry insiders and Internet clients. From May 1998 to May 1999, Ms. Brock
was employed as an analyst assistant with Odyssey Investments Partners, LLC
where she conducted financial and market research in the Internet technology,
aerospace, telecommunications and transportation industries. She was also Vice
President of Quentin Road Productions, Inc., a publicly traded company listed on
the OTC Electronic Bulletin Board. Ms. Brock graduated in May 1998, from Penn
State University with a degree in Music Theory and Violin Performance.

Rebecca J. Farkas and Michelle Brock are sisters. Rebecca J. Farkas is married
to Michael D. Farkas the sole shareholder of Atlas Equity Group, Inc., the
principal shareholder of the Company.

We intend to expand our Board of Directors, and to seek to recruit and retain a
Chief Financial Officer, upon completion of this offering. Current efforts are
underway to recruit additional members of management, as well.

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.

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.

BOARD OF DIRECTORS

The board of directors consists of two directors.

BOARD COMMITTEES

The Board of Directors has established no committees.

EXECUTIVE COMPENSATION

Rebecca Farkas has been our President and Secretary since inception and Michelle
Brock has been our Vice President and director since May, 2000. Farkas and Brock
received no compensation for services performed during the 2000 fiscal year and
Michelle Brock received $10,000. The following table sets forth information
concerning annual and long-term compensation, on an annualized basis for the
2001 fiscal year, for our Chief Executive Officer and for each of our other
executive officers (the "Named Executive Officers") whose compensation on an
annualized basis is anticipated to exceed $100,000 during fiscal 2001.

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION LONG TERM COMPENSATION
RESTRICTED SECURITIES
NAME AND PRINCIPAL FISCAL OTHER ANNUAL STOCK UNDERLYING OPTIONS
ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION AWARDS (NO. OF SHARES)
COMPENSATION ---- ------ ----- ------------ ------ ---------------
------------

Rebecca J. Farkas 2001 $ 0 0 0 0 0 $ 0
President and Secretary

Michelle Brock 2001 $ 0 0 0 0 0 0
Vice President

Our shareholders may in the future determine to pay Directors' fees and
reimburse Directors for expenses related to their activities.

STOCK OPTIONS

We did not grant stock options in 2000.

The following table sets forth information with respect to stock options granted
to the Named Executive Officers during fiscal year 2001:

OPTION GRANTS IN FISCAL 2000

(INDIVIDUAL GRANTS) (1)

NUMBER OF% OF TOTAL OPTIONS
SECURITIES UNDERLYING GRANTED TO EMPLOYEES IN EXERCISE EXPIRATION
NAME OPTIONS GRANTED FISCAL PRICE DATE
2001

None

No Executive Officer held options during the 2000 fiscal year. The following
table sets forth information as to the number of shares of common stock
underlying unexercised stock options and the value of unexercised in-the-money
stock options projected at the 2000 fiscal year end:

None

PRINCIPAL STOCKHOLDERS

The following table sets forth, as of September 7, 2001, certain
information with respect to the beneficial ownership of the common stock by (1)
each person known by us to beneficially own more than 5% of our outstanding
shares, (2) each of our directors, (3) each Named Executive Officer and (4) all
of our executive officers and directors as a group. Except as otherwise
indicated, each person listed below has sole voting and investment power with
respect to the shares of common stock set forth opposite such person's name.

NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER (1) BENEFICIAL OWNERSHIP OUTSTANDING SHARES
-------------------- -------------------- ------------------
5% STOCKHOLDERS

Atlas Equity Group, Inc.(2) 2,620,000 56.96%
1221 Brickell Avenue
Suite 900
Miami, FL 33131

Rebecca J. Farkas 655,000 14.24%
294 South Coconut Lane
Miami Beach, FL 33139

DIRECTORS AND NAMED EXECUTIVE
OFFICERS

Rebecca J. Farkas 655,000 14.24%
294 South Coconut Lane
Miami Beach, FL 33139

Michelle Brock 50,000 1.09%
105 Lexington Avenue, #6D
New York, NY 10016

All directors and executive 705,000 15.32%
officers as a group (2 persons)

(1) Under the rules of the SEC, a person is deemed to be the beneficial owner of
a security if such person has or shares the power to vote or direct the voting
of such security or the power to dispose or direct the disposition of such
security. A person is also deemed to be a beneficial owner of any securities if
that person has the right to acquire beneficial ownership within 60 days of the
date hereof. Unless otherwise indicated by footnote, the named entities or
individuals have sole voting and investment power with respect to the shares of
common stock beneficially owned.

(2) Michael D. Farkas is the sole officer, director and shareholder of Atlas
Equity Group, Inc. and Michael D. Farkas is married to Rebecca J. Farkas, the
President of the Company.

(3) This table is based upon information obtained from our stock records. Unless
otherwise indicated in the footnotes to the above table and subject to community
property laws where applicable, we believe that each shareholder named in the
above table has sole or shared voting and investment power with respect to the
shares indicated as beneficially owned.

SELLING STOCKHOLDERS

The shares being offered for resale by the selling stockholders consist of
the 4,000,000 shares of common stock issued to the shareholders in the spin off
from Quentin Road Communications, Inc. in March 2000 and the 550,000 shares of
common stock sold to investors in the Regulation D Rule 504 private placement
undertaken by Hipstyle in June, 2000. Other than with respect to, Michael D.
Farkas, Rebecca Farkas or Michelle Brock, none of the selling stockholders have
had within the past three years any position, office or other material
relationship with us or any of our predecessors or affiliates.

The following table sets forth the name of the selling stockholders, the
number of shares of common stock beneficially owned by each of the selling
stockholders as of September 7, 2001 and the number of shares of common stock
being offered by the selling stockholders. The shares being offered hereby are
being registered to permit public secondary trading, and the selling
stockholders may offer all or part of the shares for resale from time to time.
However, the selling stockholders are under no obligation to sell all or any
portion of such shares nor are the selling stockholders obligated to sell any
shares immediately upon effectiveness of this prospectus. All information with
respect to share ownership has been furnished by the selling stockholders.

Shares of common Percent of common Shares of Shares
of common stock Stock owned prior stock prior
common stock owned after offering

Name of selling stockholder to offering(1) To offering to be sold(1) Number Percent(1)
----------- ------------- -----=------- -------- -------

Richard Anslow 70,000 1.52% 70,000 0 0
Atlas Equity Group, Inc. 2,620,000 56.96% 2,620,000 0 0
Marvin Azrak 20,000 .43% 20,000 0 0
Ruben Azrak 50,000 1.09% 50,000 0 0
Balmore Funds S.A.(2) 50,000 1.09% 50,000 0 0
Bank August Roth 26,200 .58% 26,200 0 0
Abe Betesh 20,000 .43% 20,000 0 0
Toba Block 25,000 .54% 25,000 0 0
Michelle Brock 50,000 1.09% 50,000 0 0
Rebecca J. Farkas 655,000 14.40% 655,000 0 0
Alan Cornell 26,200 .58% 26,200 0 0
Jane Cornell 26,200 .58% 26,200 0 0
Lauren Cornell 26,200 .58% 26,200 0 0
Scot Cohen 25,000 .54% 25,000 0 0
Eclipe Finance Ltd. 26,200 .58% 26,200 0 0
Isaac Fallas 10,000 .22% 10,000 0 0
James Favia 26,200 .58% 26,200 0 0
First Security Investments 192,900 4.24% 192,900 0 0
Chaya Fishman 25,000 .54% 25,000 0 0
Naomi Fishman 19,650 .43% 19,650 0 0
Rochel Leah Fishman 5,000 .11% 5,000 0 0
Shimon Fishman 54,650 1.09% 54,650 0 0
Yitzchak Fishman 25,000 .54% 25,000 0 0
Zachary Gindi 20,000 .43% 20,000 0 0
Jerry Horowitz 26,200 .58% 26,200 0 0
Richard Horowitz 26,200 .58% 26,200 0 0
Alan Jablon 26,200 .58% 26,200 0 0
Lawrence Jemal 20,000 .43% 20,000 0 0
Eli Loebenberg 35,000 .77% 35,000 0 0
Meclo Ltd. 25,000 .54% 25,000 0 0
Net Vantage Inc. 26,200 .58% 26,200 0 0
John Ogle 26,200 .58% 26,200 0 0
Adena Pollan 15,000 .33% 15,000 0 0
Saalib 26,200 .58% 26,200 0 0
Robert Schechter 26,200 .58% 26,200 0 0
Carolyn Sher 49,125 1.08% 49,125 0 0
Irwin Sher 16,375 .36% 16,375 0 0
Kenneth Sher 49,125 1.08% 49,125 0 0
Marsha Sher 16,375 .36% 16,375 0 0
Miriam Silber 10,000 .22% 10,000 0 0
Murray Silber 15,000 .33% 15,000 0 0
Jackie Stetson 26,200 .58% 26,200 0 0
Jennifer Stetson 26,200 .58% 26,200 0 0
Talbiya Investments Ltd. 25,000 .54% 25,000 0 0
Jacob Tversky 25,000 .54% 25,000 0 0

(1) Assumes that all of the shares of common stock offered in this prospectus
are sold and no other shares of common stock are sold or issued during the
offering period.
(2) Michael D. Farkas is a representative of Atlas Equity Group, Inc. and has
investment control of the shares of Hipstyle owned by Atlas Equity Group,
Inc.
(3) Gisella Kindle is a representative of Balmore Funds, SA and has investment
control of of the shares of Hipstyle owned by Balmore Funds SA.
(4) Peter Kiley is a representative of Bank August Roth and has investment
control of the shares of Hipstyle owned by Bank August Roth.
(5) Charles Foreman is a representative of Eclipse Finance Ltd. and has
investment control of the shares of Hipstyle owned by Eclipse Finance Ltd.
(6) Sinai Waldman is a representative of First Securities Investments and has
investment control of the shares of Hipstyle owned by First Securities
Investments.
(7) John Clarke is a representative of Meclo Ltd. and has investment control of
the shares of Hipstyle owned by Bank Meclo Ltd.
(8) Charles Wolf is a representative of Net Vantage, Inc. and has investment
control of the shares of Hipstyle owned by Net Vantage, Inc.
(9) Chris Rubin is a representative of Saalib Ltd. and has investment control of
the shares of Hipstyle owned by Saalib Ltd.
(10) Ian Wrench is a representative of Talbiya Investments Ltd. and has
investment control of the shares of Hipstyle owned by Talbiya Investments Ltd.

PLAN OF DISTRIBUTION

The shares may be sold or distributed from time to time by the selling
stockholders or by pledgees, donees or transferees of, or successors in interest
to, the selling stockholders, directly to one or more purchasers (including
pledgees) or through brokers, dealers or underwriters who may act solely as
agents or may acquire shares as principals, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices, at negotiated
prices or at fixed prices, which may be changed. The distribution of the shares
may be effected in one or more of the following methods:

o ordinary brokers transactions, which may include long or short sales, o
transactions involving cross or block trades on any securities or

market where our common stock is trading,
o purchases by brokers, dealers or underwriters as principal and resale
by such purchasers for their own accounts pursuant to this prospectus,

o "at the market" to or through market makers or into an existing market
for the common stock,
o in other ways not involving market makers or established trading
markets, including direct sales to purchasers or sales effected
through agents,

o through transactions in options, swaps or other derivatives (whether
exchange listed or otherwise), or
o any combination of the foregoing, or by any other legally available
means.

In addition, the selling stockholders may enter into hedging transactions
with broker-dealers who may engage in short sales, if short sales were
permitted, of shares in the course of hedging the positions they assume with the
selling stockholders. The selling stockholders may also enter into option or
other transactions with broker-dealers that require the delivery by such broker-
dealers of the shares, which shares may be resold thereafter pursuant to this
prospectus.

Brokers, dealers, underwriters or agents participating in the distribution
of the shares may receive compensation in the form of discounts, concessions or
commissions from the selling stockholders and/or the purchasers of shares for
whom such broker-dealers may act as agent or to whom they may sell as principal,
or both (which compensation as to a particular broker-dealer may be in excess of
customary commissions). The selling stockholders and any broker-dealers acting

in connection with the sale of the shares hereunder may be deemed to be
underwriters within the meaning of Section 2(11) of the Securities Act of 1933,
and any commissions received by them and any profit realized by them on the
resale of shares as principals may be deemed underwriting compensation under the
Securities Act of 1933. Neither the selling stockholders nor we can presently
estimate the amount of such compensation. We know of no existing arrangements
between the selling stockholders and any other stockholder, broker, dealer,
underwriter or agent relating to the sale or distribution of the shares.

We will not receive any proceeds from the sale of the shares of the selling
security holders pursuant to this prospectus. We have agreed to bear the
expenses of the registration of the shares, including legal and accounting fees,
and such expenses are estimated to be approximately $20,000.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We currently use office space in a building located at 1221 Brickell Avenue,
Suite 900, Miami, Florida. The primary tenant is The Farkas Group, Inc. The
Farkas Group, Inc. subleases the facility to Atlas Equity Group, Inc., an entity
which is wholly owned by Michael Farkas. Mr. Farkas is an affiliated individual
to us since he is the sole shareholder, officer and director of Atlas
Equity Group, Inc. which owns 57% of the outstanding shares of Hipstyle.

In July 2000, we agreed to reimburse Atlas Equity Group, Inc., a related party,
of which Michael D. Farkas is the beneficial owner, $2,000 per month (on a
month-to-month basis) for rent and other operating expenses. Prior to July 2000,
we had been relatively inactive, did not require, and was not occupying, any
office space. Therefore, instead of paying rent, we agreed to reimburse Atlas
Equity Group, Inc. for certain office expenses. Because of recent developments,
including the hiring of employees and the completion of its business plan,
management has agreed to occupy and rent the space located at 1221 Brickell
Avenue, Suite 900, Miami, Florida on a month to month lease at $2,000 per month
commencing January 1, 2001.

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 a subsidiary of
Atlas Equity Group, Inc. which is the owner of 56.96% of our outstanding shares.
Since inception, we have not entered into any transactions with promoters other
than our officers and directors Rebecca J. Farkas and Michelle Brock, who each
received 655,000 and 50,000 respectively, of our shares of common stock. Rebecca
Brock received her 655,000 shares as part of the distribution of the Hipstyle
shares by Intelilabs.com, Inc. and Michelle Brock received her 50,000 shares for
consulting services rendered to us including the writing and development of our
business plan, the development of corporate and operating strategies and
creative input into our website. Such shares were also issued as an incentive
for Michelle Brock to become our officer. Rebecca J. Farkas, our President
loaned us funds for the cost of licensing Hipstyle.com in New York and reserving
our internet address as well as other operating expenses. No interest is being
charged on this loan and is due on demand. In addition, upon our formation,
Quentin Road Productions, Inc., our original sole shareholder, loaned us $2,000
for the costs of formation of Hipstyle.com.

On March 1, 2000, a majority of the shareholders and the Directors authorized a
distribution of the Hipstyle shares owned by Quentin Road Productions, Inc. to
the Quentin Road Productions, Inc. shareholders in an unregistered spin off at a
rate of 1.31 Hipstyle shares for each share of Quentin Road Productions, Inc.
owned. After such spin off, we had 4,000,000 shares outstanding to 25
shareholders. 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.

Such related party transactions were on terms that were not more favorable than
if agreed upon by a third party in an arms length transaction.

DESCRIPTION OF SECURITIES

The following is a summary description of our capital stock and certain
provisions of our certificate of incorporation and by- laws, copies of which
have been incorporated by reference as exhibits to the registration statement of
which this prospectus forms a part. The following discussion is qualified in its
entirety by reference to such exhibits.

GENERAL

Our Articles of Incorporation authorize us to issue up to 100,000,000 Common
Shares, $0.0001 par value per common share. As of September 7, 2001, there were
4,600,000 shares of our common stock outstanding.

COMMON STOCK

The holders of the common stock are entitled to one vote for each share
held of record on all matters submitted to a vote of stockholders. Our
certificate of incorporation and by-laws do not provide for cumulative voting
rights in the election of directors. Accordingly, holders of a majority of the
shares of common stock entitled to vote in any election of directors may elect
all of the directors standing for election. Holders of common stock are entitled
to receive ratably such dividends as may be declared by the Board out of funds
legally available therefor. In the event of our liquidation, dissolution or
winding up, holders of common stock are entitled to share ratably in the assets
remaining after payment of liabilities. Holders of common stock have no
preemptive, conversion or redemption rights. All of the outstanding shares of
common stock are fully-paid and non-assessable.

Liquidation Rights.

Upon our liquidation or dissolution, each outstanding Common Share will be
entitled to share equally in our assets legally available for distribution to
shareholders after the payment of all debts and other liabilities.

Dividend Rights.

We do not have limitations or restrictions upon the rights of our Board of
Directors to declare dividends, and we may pay dividends on our shares of stock
in cash, property, or our own shares, except when we are insolvent or when the
payment thereof would render us insolvent subject to the provisions of the
Florida Statutes. We have not paid dividends to date, and we do not anticipate
that we will pay any dividends in the foreseeable future.

Voting Rights.

Holders of our Common Shares are entitled to cast one vote for each share held
of record at all shareholders meetings for all purposes.

Other Rights.

Common Shares are not redeemable, have no conversion rights and carry no
preemptive or other rights to subscribe to or purchase additional Common Shares
in the event of a subsequent offering.

There are no other material rights of the common shareholders not included
herein. There is no provision in our charter or by-laws that would delay, defer
or prevent a change in control of us. We have not issued debt securities.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 607.0850 of the Florida Statutes provides for the indemnification
of officers, directors, employees, and agents. A corporation shall have power to
indemnify any person who was or is a party to any proceeding (other than an
action by, or in the right of, the corporation), by reason of the fact that he
or she is or was a director, officer, employee, or agent of the corporation or
is or was serving at the request of the corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise against liability incurred in connection with such proceeding,
including any appeal thereof, if he or she acted in good faith and in a manner
he or she reasonably believed to be in, or not opposed to, the best interests of
the corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination of
any proceeding by judgment, order, settlement, or conviction or upon a plea of
nolo contendere or its equivalent shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation or, with respect to any criminal action or proceeding, had
reasonable cause to believe that his or her conduct was unlawful.

We have agreed to indemnify each of our directors and certain officers
against certain liabilities, including liabilities under the Securities Act of
1933. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the provisions described above, or otherwise, we have been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than our payment of expenses
incurred or paid by our director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

WHERE YOU CAN FIND MORE INFORMATION

You may read and copy any report, proxy statement or other information we
file with the Commission at the Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Commission's Regional Offices at 75 Park
Place, Room 1400, New York, New York 10007 and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. You may obtain information on the
operation of the Public Reference Room by calling the Commission at
1-800-SEC-0330. In addition, we file electronic versions of these documents on
the Commission's Electronic Data Gathering Analysis and Retrieval, or EDGAR,
System. The Commission maintains a web site at http://www.sec.gov that contains
reports, proxy statements and other information filed with the Commission.

We have filed a registration statement on Form SB-2 with the Commission to
register shares of our common stock to be sold by the selling stockholders and
to register additional shares to be sold. This prospectus is part of that
registration statement and, as permitted by the Commission's rules, does not
contain all of the information set forth in the registration statement. For
further information with respect to us or our common stock, you may refer to the
registration statement and to the exhibits and schedules filed as part of the
registration statement. You can review a copy of the registration statement and
its exhibits and schedules at the public reference room maintained by the
Commission, and on the Commission's web site, as described above. You should
note that statements contained in this prospectus that refer to the contents of
any contract or other document are not necessarily complete. Such statements are
qualified by reference to the copy of such contract or other document filed as
an exhibit to the registration statement.

TRANSFER AGENT

The Transfer Agent and Registrar for our common stock is Corporate Stock
Transfer & Trust Company, 3200 Cherry Creek Drive, Suite 430, Denver, Colorado
80209. Its telephone number is (303) 282-4800.

LEGAL MATTERS

The validity of the shares of common stock offered in this prospectus has
been passed upon for us by Anslow & Jaclin, LLP, 4400 Route 9, 2nd Floor,
Freehold, New Jersey 07728. Its telephone number is (732) 409-1212.

EXPERTS

The financial statements included in this prospectus included elsewhere in
the registration statement have been audited by Salibello & Broder, LLP,
independent auditors, as stated in their report appearing herein and elsewhere
in the registration statement (which report expresses an unqualified opinion and
includes an explanatory paragraph referring to the Company's recurring losses
from operations which raise substantial doubt about its ability to continue as a
going concern), and have been so included in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS - HIPSTYLE.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
FOR THE NINE MONTHS ENDED -
MARCH 31, 2001

HIPSTYLE.COM, INC.

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS FOR THE NINE MONTH PERIOD
ENDED MARCH 31, 2001 AND AS OF JUNE 30, 2000
AND FOR THE PERIOD JUNE 22, 1999 (DATE OF INCEPTION)
THROUGH MARCH 31, 2001

HIPSTYLE.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

TABLE OF CONTENTS

Page

BALANCE SHEETS 1

STATEMENTS OF OPERATIONS 2

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY 3

STATEMENTS OF CASH FLOWS 4-5

NOTES TO FINANCIAL STATEMENTS 6-17

HIPSTYLE.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

ASSETS (Unaudited)
March 31, 2001 June 30, 2000
-------------- -------------
CURRENT ASSETS:

Cash $ 1,368 $ 55
Prepaid expenses 0 0
--------- ---------

Total current assets 1,368 55

WEBSITE, net of accumulated amortization $450 0 26,685

TOTAL ASSETS 1,368 26,740
========= =========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:

Accounts payable & accrued expenses $ 12,483 $ 73,137
--------- ---------

Total current liabilities 12,483 73,137

STOCKHOLDERS' EQUITY:

Common Stock, par value $.0001 per share;
100,000,000 shares authorized
4,600,000 and 4,050,000 shares issued and
outstanding at March 31, 2001 and
December 31, 2000, respectively 460 405
Additional paid-in capital 119,740 9,795
Deficit accumulated during the development stage (131,315) (56,597)
--------- ---------

Total Stockholders' equity (11,115) (46,397)
--------- ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 1,368 $ 26,740
========= =========

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

F-1

HIPSTYLE.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS

(UNAUDITED)
(UNAUDITED) (UNAUDITED) FOR THE PERIOD
THREE MONTH ENDED NINE MONTHS ENDED June 22, 1999
MARCH 31, MARCH 31, (INCEPTION) TO
2001 2000 2001 2000 March 31, 2001
---- ---- ---- ---- --------------

DEVELOPMENT STAGE REVENUES $ 0 $ 0 $ 0 $ 0 $ 0
----------- ----------- ----------- ----------- -----------

DEVELOPMENT STAGE EXPENSES:
Accounting fees 2,500 0 10,500 3,500 23,500
Amortization 0 0 1,357 0 1,807
Bank charges 15 45 105 90 250
Consulting fees 0 0 0 0 10,200
Dues & subscriptions 0 0 55 238 293
Licenses and taxes 50 120 494 370 1,419
Office expenses 6,000 0 18,315 0 18,315
Postage 0 0 179 0 179
Legal and professional fees 7,603 1,150 15,038 1,530 19,519
Research & development 0 0 25,328 0 52,485
On-line services 135 0 360 0 360
Travel 1,306 0 2,987 0 2,988
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------

TOTAL DEVELOPMENT STAGE EXPENSES 17,609 1,315 74,718 5,728 131,315
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------

LOSS FOR THE PERIOD (17,609) (1,315) (74,718) (5,728) (131,315)
=========== =========== =========== =========== ===========

NET LOSS PER COMMON SHARE
Basic and diluted (0.0041) (0.0003) (0.0173) (0.0014)
=========== =========== =========== ===========

WEIGHTED AVERAGE COMMON
SHARE OUTSTANDING 4,308,511 4,000,000 4,308,511 4,000,000
=========== =========== =========== ===========

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

F-2

HIPSTYLE.COM, INC
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED)

DEFICIT
ACCUMULATED
COMMON STOCK ADDITIONAL DURING THE
PAID-IN- DEVELOPMENT
SHARES AMOUNT CAPITAL STAGE TOTAL
------ ------ ------- ----- -----

Balance, June 22, 1999 (inception)
0 0 0 0 0
Restricted common stock issued to related
parties for consulting fees 4,000,000 400 (200) 0 200

Deficit accumulated during the development stage for
the period June 22, 1999 (inception) through June 30, 1999 0 0 0 (200) (200)
--------- --------- --------- --------- ---------

Balance, June 30, 1999 4,000,000 400 (200) (200) 0

Restricted common stock issued to related party for 50,000 5 9,995 0 10,000
consulting services

Deficit accumulated during development stage for the
year ended June 30, 2000 0 0 0 (56,397) (56,397)
--------- --------- --------- --------- ---------
Balance, June 30, 2000 4,050,000 405 9,795 (56,597) (46,397)

Common stock issued to third parties in private offering 550,000 55 109,945 0 110,000

Deficit accumulated during the development stage for the
nine months ended March 31, 2001 0 0 0 (74,718) (74,718)
--------- --------- --------- --------- ---------

Balance, March 31, 2001 4,600,000 460 119,740 (131,315) (11,115)
========= ========= ========= ========= =========

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

F-3

HIPSTYLE.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS

(UNAUDITED)
(UNAUDITED) FOR THE PERIOD
NINE MONTHS ENDED June 22, 1999
MARCH 31, (INCEPTION) TO
2001 2000 March 31, 2001
---------------- --------------- ------------------
CASH FLOWS FROM OPERATING ACTIVITES:

Net loss $ (74,718) $ (5,728) $ (131,315)

Amortization 1,357 0 0
Write off of website 25,328 0 0
Stock based expense 0 0 10,200
Adjustments to reconcile net loss to net cash used by
operations:
Changes in assets and liabilities:
Increase (Decrease) in accounts payable & accrued expenses (58,666) 4,450 11,983
---------------- --------------- ------------------
Net cash used by operating activities (106,699) (1,278) (109,132)
---------------- --------------- ------------------
CASH FLOWS FROM INVESTING ACTIVITES:

Net cash provided by investing activities 0 0 0
---------------- --------------- ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuance of common stock 110,000 0 110,000
Loans from shareholders (1,988) 1,488 500
---------------- --------------- ------------------
Net cash provided by financing activities 108,012 1,488 110,500
---------------- --------------- ------------------
INCREASE (DECREASE) IN CASH 1,313 210 1,368
---------------- --------------- ------------------
CASH, BEGINNING OF PERIOD 55 0 0
---------------- --------------- ------------------
CASH, END OF PERIOD $ 1,368 $ 210 $ 1,368
======== ====== =======

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

F-4-5

HIPSTYLE.COM, INC
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION

Hipstyle.com, Inc. ("the Company") was incorporated on June 22, 1999 under
the laws of the State of Florida and is licensed to do business in the
state of New York. The Company is in the process of designing a website
dedicated to bringing together designers of high fashion and beauty
products with a targeted client base. The Company's goal is to provide
links to established e-commerce and catalog retail sites featuring designer
apparel and accessories, as well as fashion related services and content to
its viewers. Some of these include: a search engine, fashion news, chat and
e-mail response, research tools, video runways and interviews, sale and
special event postings, major fashion magazine archives, and vintage
resources. Revenue will be generated primarily through charging a click
through rate for each link, revenue sharing on purchases made at partner
e-commerce sites, advertising sales and auction commissions.

To accomplish its goal as a fashion infomediary over time, viewers will be
offered an exclusive membership in the Company that will give them special
access and privileges. In return viewers will be asked to fill out some
personal information that will be aggregated into a database and used to
attract future partners and advertisers.

The Company was a wholly owned subsidiary of Intellilabs.com, Inc.
("Intellilabs"), formerly known as Quentin Road productions, Inc., a
publicly trade company listed on the OTC Electronic Bulletin Board
(OTCBB:QRPI) from inception until March 1, 2000. It was spun-off by
Intellilabs on March 1, 2000. Upon such spin-off, shareholders of
Intellilabs received 1.31 shares of the Company for each share of
Intellilabs owned as of March 1, 2000. As a result of the spin-off, Atlas
Equity Group, Inc., a related party, beneficial owner of which is Michael
D. Farkas, became a majority shareholder in the company owning
approximately 57% of the outstanding shares. Its principal office is
located at 1221 Brickell Avenue, Suite 900, Miami, FL 33131.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

MANAGEMENT DECISION NOT TO CONSOLIDATE

Statement of Financial Accounting Standards ("SFAS") No. 94, "Consolidation
of All Majority Owned Subsidiaries," encourages the use of consolidated
financial statements between a parent company and its subsidiaries unless:

a) Control is likely to be temporary,

b) Control does not rest with the majority owner(s), or

c) Minority stockholders have certain approval or veto rights that allow
them to exercise significant control over major management decisions
in the ordinary course of business.

-6-

HIPSTYLE.COM, INC
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

The management of Atlas Equity Group, Inc., a related party, in which
Michael D. Farkas is a beneficial owner, believes that its control is
temporary. Therefore, management believes that separate financial
statements are appropriate and properly reflect the Company's current
operating results.

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. 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.

INTANGIBLE ASSET - WEBSITE

Website costs have been capitalized pursuant to EITE 00-2. The website was
being amortized on the straight-line basis over a period of 60 months. The
planning and maintenance costs associated with the website were expensed as
incurred.

INTANGIBLE ASSET - WEBSITE (CONT'D)

The Company reviews assets for impairment whenever events or changes in
circumstances indicate the carrying value of the asset may not be
recoverable. A determination of impairment, if any, is made based on
estimates of undiscounted future cash flows. On September 30, 2000 the
Company decided to impair their Website because undiscounted future cash
flows are uncertain at this time. The assets net value was $25,328 at the
time of impairment (see note 4).

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.

-7-

HIPSTYLE.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 deferred tax assets in their entirety.

STOCK COMPENSATION

The Company has adopted SFAS No. 123 "Accounting for Stock-Based
Compensation." SFAS No. 123 encourages the use of the fair market method to
account for transactions involving stock base compensation that are entered
into fiscal years beginning after December 15, 1995. Under the fair value
method, the issuance of equity instruments to non-employees in exchange for
goods or services, should be accounted for based on the fair value of the
goods or services received or the fair value of the income instruments
issued, whichever is more reliably measured.

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 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 losses for all periods, and since there are no convertible
instruments, basic loss per share and diluted loss per share are the same.

-8-

HIPSTYLE.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

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.

SEGMENTS

The Company has adopted the provisions of SFAS No. 131, Disclosures about
Segments of an Enterprise and Related Information. SFAS No. 131 establishes
standards for companies to report information about operating segments in
annual financial statements. It also establishes standards for related
disclosures about products and services, geographic areas and major
customers. Since the Company did not have any revenues and or segments
during the periods ended March 31, 2001 and June 30, 2000 the provisions of
SFAS No. 131 does not have a material effect on these financial statements.

3. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

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 because it has
no elements of comprehensive income other than net operating losses.

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.

-9-

HIPSTYLE.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

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.

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.

SFAS No. 135, "Rescission of FASB Statement No. 75 and Technical
Corrections", is effective for financial statements issued for fiscal years
beginning February 1999. This statement is not applicable to the Company.

On December 3, 1999 the Securities and Exchange Commission ("SEC") staff
issued Staff Accounting Bulletin No. 101 (SAB 101) "Revenue Recognition in
Financial Statements" which reflects the basic principles of revenue
recognition in existing generally accepted accounting principles. SAB 101
discusses such revenue recognition issues as (1) Transfer of Title, (2)
Substantial Performance and Acceptance, (3) Nonrefundable Payments, (4)
Accounting for Certain Costs of Revenues, (5) Refundable Fees for Services,
(6) Estimates and Change in Estimates, (7) Fixed or Determinable Fees and,
(8) Implementing the Guidance on SAB 101 because the Company has not
realized any revenues and is in the development stage, management does not
believe that SAB 101 has a material effect on the financial statements.

In January 2000, the Emerging Issues Task Force issued EITF 99-17
"Accounting for Advertising Barter Transactions" establishes accounting and
reporting requirements for such transactions. Generally, the Task Force
reached a consensus that revenue and expenses from an advertising barter
transaction should be recognized at fair value of the advertising
surrendered. Although the Company is currently seeking these kinds of
barter arrangements, it is still in the development stage and has not yet
commenced operations. As a result, management does not believe that EITF
99-17 has a material effect on the financial statements.

On March 16, 2000 the Emerging Issues Task Force issued EITF 99-19
"Recording Revenue as a Principal versus Net as an Agent" which addresses
the issue of how and when revenues should be recognized on a Gross or Net
method as the title implies. How revenues are recognized have become
increasingly important because some investors may value companies that
primarily sell products on the Internet based on a multiple of revenues
rather than a multiple of gross profits or earnings. The emerging Issues
Task Force has not reached a consensus but sites SEC Staff Accounting
Bulletin 101.

-10-

HIPSTYLE.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

The SEC considers the following factors:

1. Does the Company act as a principal in the transaction?
2. Does the Company take title to the product?
3. Does the Company assume the risk of ownership?
4. Does the Company act as an agent or a broker?

On March 16, 2000 the Emerging Issues Task Force issued EITF 00-2
"Accounting for Web Site Development Costs" which establishes accounting
and reporting requirements for website development costs including those
costs associated with planning, developing and operating a website.
Generally, costs associated with planning and operating a website should be
expensed while those costs associated in developing should be capitalized
(see note 4).

On July 20, 2000 the Emerging Issues Task Force issued EITF 00-14
"Accounting For Certain Sales Incentives" which establishes accounting and
reporting requirements for sales incentives such as discounts, coupons,
rebates and free products or services. Generally, reductions in or refunds
of a selling price should be classified as a reduction in revenue. For SEC
registrants the implementation date is the beginning of the fourth quarter
after the registrant's fiscal year end December 15, 1999. Management does
not believe that EITF 00-14 will have a material effect on the financial
statements.

Management anticipates generating revenues by entering into strategic
partnerships and/or acquisitions of other electronic shopping sites,
developing and selling there own products and licensing agreements of
various types, click through fees, revenue sharing from sales, advertising
sales and auction fees. Since the Company has not generated any revenues to
date, management will evaluate its revenue sources when realized and apply
SAB 101 and EITF 99-19 accordingly.

In March, 2000 the FASB issued Interpretation No. 44, "Accounting for
Certain Transactions Involving Stock Compensation, Interpretation of APB
Opinion No. 25." Interpretation No. 44 clarifies the application of
Accounting Principle Board Opinion No. 25 to certain issues including: (1)
the definition of employee for purposes of applying APB No. 25, (2) the
criteria for determining whether a plan qualifies as a non-compensatory
plan, (3) the accounting consequences of various modifications to the terms
of a previously fixed stock option or award, and (4) the accounting for an
exchange of stock compensation awards in business combinations. Management
adopted the application of the fair value method under FASB Statement 123
and, therefore, this Interpretation does not have a material effect on the
financial statements.

-11-

HIPSTYLE.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

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 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 June 22, 1999 (inception) to
March 31, 2001, were $131,315. 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.

The Company intends to meet its long-term liquidity needs through available
cash as well as through additional financing from outside sources.
Management believes that the existing working capital in combination with
additional paid-in capital will be sufficient to fund operations at least
through July 1, 2001 (see note 8).

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. INTANGIBLE ASSET - WEBSITE

The website and related amortization consisted of the following as of March
31, 2001 and June 30, 2000:

March 31, 2001 June 30, 2000
-------------- -------------

Website $ 27,135 $ 27,135

Less: Accumulated amortization (1,807) (450)
------------- ----------
25,328 0
------------- ----------
Impairment (25,328) 0
------------- ----------
Website $ - $ 26,685
============= ===========

-12-

HIPSTYLE.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

Amortization expense for the nine month period ended March 31, 2001 and the
year ended June 30, 2000 was $1,357 and $450, respectively. As of June 30,
2000 Management decided to capitalize the Website based on the Company's
belief that there will be a future benefit derived from the Website. Also,
the Company felt that there will be an adequate future inflow of cash
resulting from common stock being issued to third parties in a private
offering and future revenue derived from operations of the Website. On
September 30, 2000 the Company decided to impair the Website due to the
uncertainty of undiscounted future cash flows and the realization that
there will not be any future benefit resulting from the development of the
Website.

6. INCOME TAXES

No provisions for income taxes have been made because the Company has
sustained cumulative losses since the commencement of operations. For the
nine month period ended March 31, 2001 and year ended June 30, 2000, the
Company had net operating loss carryforwards ("NOL's") of $131,315 and
$56,597, respectively, which will be available to reduce future taxable
income and expense in the year ending December 31 and June 30, 2015
respectively.

In accordance with SFAS No. 109 the Company has computed the components or
deferred income taxes as follows.

March 31, 2001 June 30, 2000
-------------- -------------

Deferred tax assets $ 51,869 $ 22,356
Valuation allowance (51,869) (22,356)
------- -------
Deferred tax asset, net $ - $ -
=========== ==========

At March 31, 2001 and June 30, 2000, a valuation allowance has been
provided and realization of the deferred tax benefit is not likely.

The effective tax rate varies from the U.S. Federal statutory tax rate for
both the nine- month periods ended March 31, 2001 and year ended June 30,
2000, principally due to the following:

U.S. statutory tax rate 34%
State and local taxes 5.6
Valuation (39.5)
-----
Effective rate -%
=====

-13-

HIPSTYLE.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

7. ACCOUNTS PAYABLE & ACCRUED EXPENSES

Accounts payable and accrued expenses at March 31, 2001 & June 30, 2000
respectively consisted of the following:

March 31, June 30,
2001 2000
---- ----

Accounts payable $ 4,653 $ 54,697
Shareholder loans 500 2,488
Accrued expenses 7,330 15,952

$ 12,483 $ 73,137
======== =========

8. STOCKHOLDERS' EQUITY

The Company issued 4,000,000 post-split common shares upon incorporation to
Intellilabs in exchange for consulting services pertaining to the formation
of the Company valued at $200. This investor is deemed to be a founder and
affiliate of the Company. These shares have been adjusted to give
retroactive effect to a 2,000 to 1 stock split that occurred on January 15,
2000.

On January 4, 2000, the Board of Directors amended the Articles of
Incorporation. The number of authorized shares of common stock was
increased to 100,000,000. The par value was changed to $0.0001 per share of
common stock. The financial statements have been retroactively adjusted to
reflect the effect of this change.

On January 15, 2000, the Board of Directors authorized a 2,000 to 1 forward
split of the Company's common stock, par value $0.0001. Subsequent to the
split there were 4,000,000 issued and outstanding. This transaction has
been given retroactive effect as if it occurred at inception (June 22,
1999).

-14-

HIPSTYLE.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

On March 1, 2000, the Company entered into an agreement and plan of
distribution ("spin-off") with Intellilabs. Upon spin-off, the shareholders
of Intellilabs received 1.31 shares of the Company's common stock for each
share of Intellilabs owned as of March 1, 2000, totaling 4,000,000 common
shares. As a result of this spin-off and share distribution Atlas Equity
Group, Inc., a related party, in which Michael D. Farkas is a beneficial
owner, received 2,620,000 shares, representing approximately 57% of the
Company's outstanding common stock and Rebecca J. Farkas (f/k/a Brock)
received 655,000 shares representing approximately 16% of the Company's
common stock.

On May 30, 2000, the Board of Directors authorized the issuance of 50,000
restricted shares of the Company's common stock in exchange for consulting
services rendered by the Vice President. These shares were valued at $0.20
per share due to their restrictive nature and are subject to Rule 144 of
the SEC Act of 1933 as amended. This transaction was valued at $10,000.

In June 2000, the Company entered into a private offering of securities
pursuant to Regulation D, Rule 504, promulgated under the Securities Act of
1933 as amended. Common shares were offered to non-accredited and
unaffiliated investors for cash consideration of $0.20 per share. For the
nine month period ended March 31, 2001, 550,000 unrestricted common shares
were issued to 22 non-accredited and unaffiliated investors for cash
consideration totaling $110,000.

The proceeds from the sale of these securities were received in July and
August 2000 and have been recorded in the statement of changes in
stockholders' equity (deficit).

9. RELATED PARTY TRANSACTIONS

The Company issued 4,000,000 post-split common shares upon incorporation to
Intellilabs, the parent company, in exchange for consulting services valued
at $200. These shares were subsequently distributed to the shareholders of
Intellilabs. Pursuant to an agreement and plan of distribution.

On May 30, 2000 the Company issued 50,000 restricted shares of the
Company's common stock in exchange for consulting services to Michelle
Brock, a related party, and Vice President of the Company. This transaction
was valued at $10,000.

-15-

HIPSTYLE.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

Michael D. Farkas and Rebecca J. Farkas, his wife, an officer and director,
and a related party loaned the Company $2,488 which covered the cost of the
license fees to the State of New York and the reservation costs associated
with reserving the desired internet address and other operating expenses.
No interest has been charged on these loans and were paid on August 31,
2000.

In June 2000, the Company engaged WealthHound, Inc., a subsidiary of
WealthHound.com, Inc. which is a related party, in which Michael Farkas is
a 70% owner, to develop and design its website. The Company paid a total of
$54,292 to WealthHound, Inc. in connection with these services.

In July 2000, the Company agreed to reimburse Atlas Equity Group, Inc., a
related party, beneficial owner of which is Michael D. Farkas, $2,000 per
month (on a month-to-month basis) for rent and other operating expenses.
Prior to July 2000, the Company had been relatively inactive, did not
require and was not occupying any office space. Because of recent
developments and the completion of their business plan, management now has
agreed to occupy space from Atlas Equity Group, Inc., a related party,
beneficial owner of which is Michael D. Farkas. Michael Farkas is the owner
of Atlas Equity Group, Inc., which owns 57% of the Company's issued and
outstanding common stock.

In August 2000, the Company engaged OSRS Communications a subsidiary of
WealthHound.com, Inc., a related party, beneficial owner which is Michael
Farkas to provide web hosting services for $45 per month.

-17-

HIPSTYLE.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

JUNE 30, 2000

HIPSTYLE.COM, INC.

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

INDEPENDENT AUDITOR'S REPORT 1

BALANCE SHEET 2

STATEMENTS OF OPERATIONS 3

STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY 4-5

STATEMENTS OF CASH FLOWS 6-7

NOTES TO FINANCIAL STATEMENTS 8-12

INDEPENDENT AUDITORS' REPORT

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

We have audited the accompanying balance sheet of Hipstyle.com, Inc. (a
development stage company) as of June 30, 2000 and 1999 and the related
statements of operations, and cash flows for the year ended June 30, 2000 and
for the period from June 22, 1999 (inception) to June 30, 1999 and the
cumulative period June 22, 1999 (inception) to June 30, 2000 and changes in
stockholder's equity for the cumulative period June 22, 1999 (inception) to June
30, 2000. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides 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 Hipstyle.com, Inc. as of June
30, 2000 and 1999, and the results of its operations and its cash flows for the
years ended June 30, 2000 and for the period from June 22, 1999 (inception) to
June 30, 1999 and the cumulative period June 22, 1999 (inception) to June 30,
2000, in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 3 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.

Berenfeld, Spritzer, Schechter and Sheer
Miami, Florida

September 5, 2000

HIPSTYLE.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

ASSETS

June 30, 2000 June 30, 1999
--------------------------------

CURRENT ASSETS:

CASH $ 55 $0
--------------------------------
OTHER ASSETS:

WEBSITE, net of accumulated
amortization $450 and $0 26,685 0
--------------------------------
TOTAL ASSETS 26,740 0
================================

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

Accounts Payable $54,697 $0
Shareholder loans 2,488 0
Accrued professional fees 15,952 0
--------------------------------
Total Current Liabilities 73,137 0

STOCKHOLDERS' EQUITY (DEFICIENCY):

Common stock, $.0001 par value,
100,000,000 shares authorized,
4,050,000 and 4,000,000 shares
issued and outstanding respectively 406 400

Additional paid-in capital 9,795 (200)
Deficit accumulated during the
the development stage (56,597) (200)
--------------------------------
Total Stockholders' Equity (Deficiency) (46,397) 0
--------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIENCY) $ 26,740 $0
================================

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

HIPSTYLE.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

FOR THE PERIOD FOR THE PERIOD
FOR THE JUNE 22, 1999 JUNE 22, 1999
YEAR ENDED (INCEPTION) TO (INCEPTION) TO
JUNE 30, 2000 JUNE 30, 1999 JUNE 30, 2000
------------- ------------- -------------

DEVELOPMENT STAGE REVENUES $ 0 $ 0 $ 0
DEVELOPMENT STAGE EXPENSES:

Accounting 13,000 0 13,000
Amortization 450 0 450
Bank charges 145 0 145
Consulting fees 10,000 200 10,200
Dues and subscriptions 238 0 238
Licenses and taxes 925 0 925
Professional fees 4,482 0 4,482
Website development 27,157 0 27,157
------ - ------
Total Development Stage Expenses 56,397 200 56,597

DEFICIT ACCUMULATED DURING
THE DEVELOPMENT STAGE $(56,397) $(200) $(56,597)
======== ===== ========

LOSS PER SHARE:

Basic and Diluted $ (0.01) $ (0.00)
======= =======

Weighted-average of common
shares outstanding 4,016,530 4,000,000
========= =========

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

HIPSTYLE.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)

FOR THE PERIOD JUNE 22, 1999 (INCEPTION) TO JUNE 30, 1999

DEFICIT
ACCUMULATED
ADDITIONAL DURING THE
COMMON STOCK PAID-IN DEVELOPMENT
SHARES AMOUNT CAPITAL STAGE TOTAL
------ ------ ------- ----- -----

Balance, June 22, 1999
(inception) 0 $ 0 $ 0 $ 0 $ 0

Restricted common stock
issued to founder
for consulting services 4,000,000 400 (200) 0 200

Deficit accumulated during the
development stage for the
period June 22, 1999 (inception)
to June 30, 1999 0 0 0 (200) (200)
--------- ----- --------- --------- ------

Balance June 30, 1999 4,000,000 $ 400 $ (200) $ (200) $ 0
--------- ----- --------- --------- ------

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

HIPSTYLE.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)

FOR THE YEAR ENDED TO JUNE 30, 1999

DEFICIT
ACCUMULATED
ADDITIONAL DURING THE
COMMON STOCK PAID-IN DEVELOPMENT
SHARES AMOUNT CAPITAL STAGE TOTAL
------ ------ ------- ----- -----

Balance, June 30, 1999 4,000,000 $ 400 $ (200) $ (200) $ 0

Common stock issued
to related party
for consulting services 50,000 5 9,995 0 10,000

Deficit accumulated during the
development stage for
the year ended
June 30, 1999 0 0 0 (56,397) (56,397)
--------- -------- --------- -------- --------

Balance June 30, 2000 4,050,000 $ 405 $ 9,795 $(56,597) $(46,397)
--------- -------- --------- -------- --------

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

HIPSTYLE.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)

FOR THE CUMULATIVE PERIOD JUNE 22, 1999 (INCEPTION) TO JUNE 30, 2000

DEFICIT
ACCUMULATED
ADDITIONAL DURING THE
COMMON STOCK PAID-IN DEVELOPMENT
SHARES AMOUNT CAPITAL STAGE TOTAL
------ ------ ------- ----- -----

Balance June 22,
1999 (inception) 0 $ 0 $ 0 $ 0 $ 0

Restricted common stock
issued to founder for
consulting services 4,000,000 400 (200) 0 200

Deficit accumulated during the
development stage for the
Period June 22, 1999
(inception) to June
30, 1999 0 0 0 (200) (200)

Balance June 30, 1999 4,000,000 400 (200) (200) 0

Common stock
issued to related party for
consulting services 50,000 5 4,995 0 10,000

Deficit accumulated during the
development stage for the year
ended June 30, 2000 0 0 0 (56,397) (56,397)

Balance,
June 30, 2000 4,050,000 $ 405 $ 9,795 $ (56,597) $(46,397)
--------- ------ ----------- --------- --------

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

HIPSTYLE.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

FOR THE PERIOD FOR THE PERIOD
FOR THE JUNE 22, 1999 JUNE 22, 1999
YEAR ENDED (INCEPTION) TO (INCEPTION) TO
JUNE 30, 2000 JUNE 30, 1999 JUNE 30, 2000
----------------------------------------------------------

OPERATING ACTIVITIES:

Net loss $(56,397) $(200) $(56,597)

Adjustments to reconcile net loss
to net cash used by operations:

Amortization 450 0 450
Common stock issued
for consulting services 10,000 200 10,200
Increase in accrued expenses 15,952 0 15,952
Increase in accounts payable 27,562 0 27,562
------ - ------

Net Cash (Used) by

Operating Activities (2,433) 0 (2,433)
------ - ------

FINANCING ACTIVITIES:

Loans from shareholders 2,488 0 2,488
----- - -----

Net Cash Provided by

Financing Activities 2,488 0 2,488
----- - -----

NET INCREASE IN CASH 55 0 55

CASH, BEGINNING OF PERIOD 0 0 0
- - -

CASH, END OF PERIOD $55 $0 $55
=== == ===

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

HIPSTYLE.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE PERIOD JUNE 22, 1999 (INCEPTION) TO JUNE 30, 2000

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

During the years ended June 30, 2000 and 1999, and for the cumulative
period June 22, 1999 (inception) to June 30, 2000, the Company did not pay any
interest.

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES

The Company entered into the following non-cash transactions:

On June 22, 1999 (inception) the Company issued 4,000,000 post-split (see
note 6) shares of common stock in consideration for services provided by
Intelilabs.com, Inc., formerly known as Quentin Road Productions, Inc. the
founder of the Company. This transaction was valued at $200.

On May 30, 2000 the Company issued 50,000 shares of the Company's common
stock in exchange for consulting services to the Vice President of the Company.
This transaction was valued at $10,000 (See note 6).

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

HIPSTYLE.COM, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2000

NOTE 1 - NATURE OF ORGANIZATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

ORGANIZATION
--------------

Hipstyle.com, Inc. ("the Company") was incorporated on June 22, 1999 under the
laws of the State of Florida and is licensed to do business in the state of New
York. The Company is in the process of designing a website dedicated to bringing
together designers of high fashion and beauty products with a targeted client
base. The Company's goal is to provide links to established e-commerce and
catalog retail sites featuring designer apparel and accessories, as well as
fashion related services and content to its viewers. Some of these include: a
search engine, fashion news, chat and e-mail response, research tools, video
runways and interviews, sale and special event postings, major fashion magazine
archives, and vintage resources. Revenue will be generated primarily though
charging a click through rate for each link, revenue sharing on purchases made
at partner e- commerce sites, advertising sales and auction commissions.

To accomplish its goal as a fashion infomediary over time, viewers will be
offered an exclusive membership in the Company that will give them special
access and privileges. In return viewers will be asked to fill out some personal
information that will be aggregated into a database and used to attract future
partners and advertisers.

The Company was a wholly owned subsidiary of Intellilabs.com, Inc.
("Intellilabs"), formerly known as Quentin Road productions, Inc., a publicly
traded company listed on the OTC Electronic Bulletin Board (OTCBB:QRPI) from
inception until March 1, 2000. It was spun-off by Intellilabs on March 1, 2000.
Upon such spin-off, shareholders of Intellilabs received 1.31 shares of the
Company for each share of Intellilabs owned as of March 1, 2000. As a result of
the spin-off, Atlas Equity Group, Inc., a related party, beneficial owner of
which is Michael D. Farkas, became a majority shareholder in the Company owning
approximately 56% of the outstanding shares. The principal office is located at
1221 Brickell Avenue, Suite 900, Miami, FL 33131.

MANAGEMENT DECISION NOT TO CONSOLIDATE
---------------------------------------

Statement of Financial Accounting Standards ("SFAS") No. 94, "Consolidation of
All Majority Owned Subsidiaries," encourages the use of consolidated financial
statements between a parent company and its subsidiaries unless:

a. Control is likely to be temporary,
b. Control does not rest with the majority owner(s), or
c. Minority stockholders have certain approval or veto
rights that allow them to exercise significant control over major
management decisions in the ordinary course of business.

NOTE 1 - NATURE OF ORGANIZATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
-------------------------------------------------------

MANAGEMENT DECISION NOT TO CONSOLIDATE (CONT'D)
-----------------------------------------------

The management of Atlas Equity Group, Inc., a related party, beneficial owner of
which is Michael D. Farkas, believes that its control is temporary. Therefore,
management believes that separate financial statements are appropriate and
properly reflect the Company's current operating results.

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 equivalent

INTANGIBLE ASSET - WEBSITE
---------------------------

Website costs have been capitalized pursuant to EITE 00-2. The website is being
amortized on the straight-line basis over a period of 60 months. The planning
and maintenance costs associated with the website have been expensed as incurred
(see note 4).

The Company reviews assets for impairment whenever events or changes in
circumstances indicate the carrying value of the asset may not be recoverable. A
determination of impairment, if any, is made based on estimates of undiscounted
future cash flows. For the periods ended June 30, 2000 and 1999, there have been
no asset impairments.

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, including cash equivalents, accounts payable, accrued professional
fees and shareholder loans are carried at cost, which approximates their fair
value because of the short-term maturity of these instruments.

NOTE 1 - NATURE OF ORGANIZATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
-------------------------------------------------------

INCOME TAXES
------------

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.

STOCK COMPENSATION
-------------------

The Company has adopted SFAS No. 123 "Accounting for Stock- Based Compensation."
SFAS No. 123 encourages the use of the fair market method to account for
transactions involving stock base compensation that are entered into fiscal
years beginning after December 15, 1995. Under the fair value method, the
issuance of equity instruments to non-employees in exchange for goods or
services, should be accounted for based on the fair value of the goods or
services received or the fair value of the income instruments issued, whichever
is more reliably measured.

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 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
and since there are no convertible instruments or options, basic loss per share
and diluted loss per share are the same.

NOTE 1 - NATURE OF ORGANIZATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
------------------------------------------------------

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 the reported amounts of revenues and expenses during the reporting period.
Accordingly, actual results could differ from those estimates.

SEGMENTS
--------

The Company has adopted the provisions of SFAS No. 131, Disclosures about
Segments of an Enterprise and Related Information. SFAS No. 131 establishes
standards for companies to report information about operating segments in annual
financial statements. It also establishes standards for related disclosures
about products and services, geographic areas and major customers. Since the
Company did not have any revenues and or segments during the periods ended June
30, 2000 and June 30, 1999; the provisions of SFAS No. 131 does not have a
material effect on these financial statements.

NOTE 2 - EFFECTS OF RECENTLY ISSUED ACCOUNTING STANDARDS
-----------------------------------------------------------

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 because it has no elements of comprehensive income other
than net operating losses.

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.

NOTE 2 - EFFECTS OF RECENTLY ISSUED ACCOUNTING STANDARDS
(CONT'D)
-----------------------------------------------------------

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.

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.

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.

On December 3, 1999, the Securities and Exchange Commission ("SEC") staff issued
Staff Accounting Bulletin No. 101 (SAB 101) "Revenue Recognition in Financial
Statements" which reflects the basic principles of revenue recognition in
existing generally accepted accounting principles. SAB 101 discusses such
revenue recognition issues as (1) Transfer of Title, (2) Substantial Performance
and Acceptance, (3) Nonrefundable Payments, (4) Accounting for Certain Costs of
Revenues, (5) Refundable Fees for Services, (6) Estimates and Change in
Estimates, (7) Fixed or Determinable Fees and, (8) Implementing the Guidance on
SAB 101 because the Company has not realized any revenues and is in the
development stage, management does not believe that SAB 101 has a material
effect on the financial statements.

In January 2000, the Emerging Issues Task Force issued EITF 99-17 "Accounting
for Advertising Barter Transactions" establishes accounting and reporting
requirements for such transactions. Generally, the Task Force reached a
consensus that revenue and expenses from an advertising barter transaction
should be recognized at fair value of the advertising surrendered. Although the
Company is currently seeking these kinds of barter arrangements, it is still in
the development stage and has not yet commenced operations. As a result,
management does not believe that EITF 99-17 has a material effect on the
financial statements.

On March 16, 2000 the Emerging Issues Task Force issued EITF 99-19 "Recording
Revenue as a Principal versus Net as an Agent" which addresses the issue of how
and when revenues should be recognized on a Gross or Net method as the title
implies. How revenues are recognized have become increasingly important because
some investors may value companies that primarily sell products on the Internet
based on a multiple of revenues rather than a multiple of gross profits or
earnings. The emerging Issues Task Force has not reached a consensus but sites
SEC Staff Accounting Bulletin 101.

NOTE 2 - EFFECTS OF RECENTLY ISSUED ACCOUNTING STANDARDS
(CONT'D)
-----------------------------------------------------------

The SEC considers the following factors:

1. Does the Company act as a principal in the
transaction?
2. Does the Company take title to the product?
3. Does the Company assume the risk of ownership?
4. Does the Company act as an agent or a broker?

On March 16, 2000 the Emerging Issues Task Force issued EITF 00-2 "Accounting
for Web Site Development Costs" which establishes accounting and reporting
requirements for website development costs including those costs associated with
planning, developing and operating a website. Generally, costs associated with
planning and operating a website should be expensed while those costs associated
in developing should be capitalized (see note 4).

On July 20, 2000, the Emerging Issues Task Force issued EITF 00-14 "Accounting
For Certain Sales Incentives" which establishes accounting and reporting
requirements for sales incentives such as discounts, coupons, rebates and free
products or services. Generally, reductions in or refunds of a selling price
should be classified as a reduction in revenue. For SEC registrants the
implementation date is the beginning of the fourth quarter after the
registrant's fiscal year end December 15, 1999. Management does not believe that
EITF 00-14 will have a material effect on the financial statements.

Management anticipates generating revenues by entering into strategic
partnerships and/or acquisitions of other electronic shopping sites, developing
and selling there own products and licensing agreements of various types, click
through fees, revenue sharing from sales, advertising sales and auction fees.
Since the Company has not generated any revenues to date, management will
evaluate its revenue sources when realized and apply SAB 101 and EITF 99-19
accordingly.

In March, 2000 the FASB issued Interpretation No. 44, "Accounting for Certain
Transactions Involving Stock Compensation, Interpretation of APB Opinion No.
25." Interpretation No. 44 clarifies the application of Accounting Principle
Board Opinion No. 25 to certain issues including: (1) the definition of employee
for purposes of applying APB No. 25, (2) the criteria for determining whether a
plan qualifies as a non-compensatory plan, (3) the accounting consequences of
various modifications to the terms of a previously fixed stock option or award,
and (4) the accounting for an exchange of stock compensation awards in business
combinations. Management adopted the application of the fair value method under
FASB Statement 123 and, therefore, this Interpretation does not have a material
effect on the financial statements.

NOTE 3 - DEVELOPMENT STAGE OPERATIONS AND GOING CONCERN
MATTERS
-----------------------------------------------------------

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

The 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 June 22, 1999 (inception) to June 30,
2000 were $56,597. 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.

The Company intends to meet its long-term liquidity needs through available cash
as well as through additional financing from outside sources. Management
believes that the existing working capital in combination with additional
paid-in capital will be sufficient to fund operations at least through July 1,
2001.

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.

NOTE 4 - INTANGIBLE ASSET - WEBSITE
---------------------------------------

The website and related amortization consisted of the following as of June
30, 2000 and 1999:

2000 1999
------------------------------

Website $ 27,135 $ 0
Less: Accumulated amortization (450) 0

Total Website $ 26,685 $ 0

Amortization expense for the years ended June 30, 2000 and 1999 was $450 and $0,
respectively.

NOTE 5 - DEFERRED INCOME TAXES
----------------------------------

The Company has a carry-forward loss for income tax purposes of $56,597 that may
be offset against future taxable income. The carry-forward loss expires at
various times through the year 2019. 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, liabilities and valuation allowances as of June 30,
2000 and June 30, 1999 consists of the following:

2000 1999
---- ----

Deferred tax assets arising
from net operating losses $ 11,350 $ 36
Less: Valuation allowance (11,350) (36)
Net deferred liabilities 0 0

Net Deferred Tax Asset $ 0 $ 0

At June 30, 2000 and June 30, 1999 a valuation allowance was provided as
realization of the deferred tax benefit is not more likely than not.

The effective tax rate varies from the U.S. Federal statutory tax rate for both
the periods ended June 30, 2000 and June 30, 1999 principally due to the
following:

2000 1999
---- ----

U.S. statutory tax rate 15% 15%
State and local taxes 4 4
Less: Valuation allowance 19 19

Effective rate 0% 0%

NOTE 6 - STOCKHOLDERS' EQUITY
----------------------------------

The Company issued 4,000,000 post-split common shares upon incorporation to
Intellilabs as founder shares for the formation of the Company. This transaction
was valued at par $200. This investor is deemed to be a founder and affiliate of
the Company. These shares have been adjusted to give retroactive effect to a
2,000 to 1 stock split that occurred on January 15, 2000.

On January 4, 2000, the Board of Directors amended the Articles of
Incorporation. The number of authorized shares of common stock was increased to
100,000,000. The par value was changed to $0.0001 per share of common stock. The
financial statements have been retroactively adjusted to reflect the effect of
this change.

On January 15, 2000 the Board of Directors authorized a 2,000 to 1 forward split
of the Company's common stock, par value $0.0001. Subsequent to the split there
were 4,000,000 issued and outstanding. This transaction has been given
retroactive effect as if it occurred at inception (June 22, 1999).

On March 1, 2000 the Company entered into an agreement and plan of distribution
("spin-off") with Intellilabs. Upon spin-off, the shareholders of Intellilabs
received 1.31 shares of the Company's common stock for each share of Intellilabs
owned as of March 1, 2000, totaling 4,000,000 common shares. As a result of this
spin-off and share distribution Atlas Equity Group, Inc., a related party,
beneficial owner of which is Michael D. Farkas, received 2,620,000 shares,
representing approximately 56% of the Company's outstanding common stock and
Rebecca J. Farkas (f/k/a Brock) received 655,000 shares representing
approximately 16% of the Company's common stock.

On May 30, 2000 the Board of Directors authorized the issuance of 50,000 shares
of the Company's common stock to Michelle Brock, a related party, as an
incentive to become an officer and for services which included the writing and
development of the Company's business plan, the development of corporate and
operating strategies and creative input into our website. These shares were
valued at $0.20 per share and are subject to Rule 144 of the SEC Act 1933 as
amended.

NOTE 7 - RELATED PARTY TRANSACTIONS
---------------------------------------

The Company issued 4,000,000 post split common shares upon incorporation to
Intellilabs, the parent company, in exchange for consulting services valued at
$200. These shares were subsequently distributed to the shareholders of
Intellilabs, pursuant to an agreement and plan of distribution.

NOTE 7 - RELATED PARTY TRANSACTIONS (CONT'D)
------------------------------------------------

Michael D. Farkas and Rebecca J. Farkas, his wife, officer, director, and a
related party loaned the Company $2,488 which covered the cost of the license
fees to the State of New York and the reservation costs associated with
reserving the desired internet address and other operating expenses. No interest
is being charged on this loan and is due on demand.

In June 2000, the Company engaged WealthHound, Inc., a subsidiary of
WealthHound.com, Inc. which is a related party in which Michael Farkas is a 70%
owner, to develop and design its website. The Company paid a total of $54,292 to
WealthHound, Inc. in connection with these services. Michael Farkas is also the
owner of Atlas Equity Group, Inc., a company which owns 57% of Hipstyle's issued
and outstanding stock.

NOTE 8 - SUBSEQUENT EVENTS
-------------------------------

In June 2000, the Company entered into a private offering of securities pursuant
to Regulation D, Rule 504, promulgated under the Securities Act of 1933 as
amended. The proceeds from the sale of these securities were received during the
months of July and August 2000. A total of 550,000 unrestricted common shares
have been offered and issued to 22 non-accredited and unaffiliated investors for
a total raise of $110,000. The offering is now closed.

In July 2000, the Company agreed to reimburse Atlas Equity Group, Inc., a
related party, beneficial owner of which is Michael D. Farkas, $2,000 per month
(on a month-to-month basis) for rent and other operating expenses. Prior to July
2000, the Company had been relatively inactive, did not require and was not
occupying any office space. Because of recent developments, including the hiring
of employees and the completion of their business plan, management has now
agreed to occupy space from Atlas Equity Group, Inc., a related party,
beneficial owner of which is Michael D. Farkas.

HIPSTYLE.COM, INC.

4,600,000 Shares Common Stock

PROSPECTUS

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE
HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL COMMON
STOCK AND IS NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE WHERE THE
OFFER OR SALE IS NOT PERMITTED.

September 24, 2001

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS.

Our Articles of Incorporation provide that, to the fullest extent permitted by
law, none of our directors or officers shall be personally liable to us or our
shareholders for damages for breach of any duty owed to us or our shareholders.
In addition, we shall have the power, by our by-laws or in any resolution of our
stockholders or directors, to undertake to indemnify the officers and directors
of ours against any contingency or peril as may be determined to be in our best
interest and in conjunction therewith, to procure, at our expense, policies of
insurance.

The following sets forth the Florida Statutes which contain provisions which
deal with such liability and indemnification.

Florida Statute 607.0831 Liability of directors.

(1) A director is not personally liable for monetary damages to the
corporation or any other person for any statement, vote, decision, or failure to
act, regarding corporate management or policy, by a director, unless:

(a) The director breached or failed to perform his or her
duties as a director; and

(b) The director's breach of, or failure to perform, those
duties constitutes:

1. A violation of the criminal law, unless the director had reasonable
cause to believe his or her conduct was lawful or had no reasonable cause to
believe his or her conduct was unlawful. A judgment or other final adjudication
against a director in any criminal proceeding for a violation of the criminal
law estops that director from contesting the fact that his or her breach, or
failure to perform, constitutes a violation of the criminal law; but does not
estop the director from establishing that he or she had reasonable cause to
believe that his or her conduct was lawful or had no reasonable cause to believe
that his or her conduct was unlawful;

2. A transaction from which the director derived an improper personal
benefit, either directly or indirectly;

3. A circumstance under which the liability provisions of section 607.0834
are applicable;

4. In a proceeding by or in the right of the corporation to procure a
judgment in its favor or by or in the right of a shareholder, conscious
disregard for the best interest of the corporation, or willful misconduct; or

5. In a proceeding by or in the right of someone other than the corporation
or a shareholder, recklessness or an act or omission which was committed in bad
faith or with malicious purpose or in a manner exhibiting wanton and willful
disregard of human rights, safety, or property.

(2) For the purposes of this section, the term "recklessness" means the action,
or omission to act, in conscious disregard of a risk:

(a) Known, or so obvious that it should have been known, to the director; and

(b) Known to the director, or so obvious that it should have been known, to be
so great as to make it highly probable that harm would follow from such action
or omission.

(3) A director is deemed not to have derived an improper personal benefit from
any transaction if the transaction and the nature of any personal benefit
derived by the director are not prohibited by state or federal law or regulation
and, without further limitation:

(a) In an action other than a derivative suit regarding a decision by the
director to approve, reject, or otherwise affect the outcome of an offer to
purchase the stock of, or to effect a merger of, the corporation, the
transaction and the nature of any personal benefits derived by a director are
disclosed or known to all directors voting on the matter, and the transaction
was authorized, approved, or ratified by at least two directors who comprise a
majority of the disinterested directors (whether or not such disinterested
directors constitute a quorum);

(b) The transaction and the nature of any personal benefits derived by a
director are disclosed or known to the shareholders entitled to vote, and the
transaction was authorized, approved, or ratified by the affirmative vote or
written consent of such shareholders who hold a majority of the shares, the
voting of which is not controlled by directors who derived a personal benefit
from or otherwise had a personal interest in the transaction; or

(c) The transaction was fair and reasonable to the corporation at the time it
was authorized by the board, a committee, or the shareholders, notwithstanding
that a director received a personal benefit.

(4) The circumstances set forth in subsection (3) are not exclusive and do not
preclude the existence of other circumstances under which a director will be
deemed not to have derived an improper benefit.

Florida Statute 607.0850 Indemnification of officers, directors, employees, and
agents.

(1) A corporation shall have power to indemnify any person who was or is a party
to any proceeding (other than an action by, or in the right of, the
corporation), by reason of the fact that he or she is or was a director,
officer, employee, or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise against
liability incurred in connection with such proceeding, including any appeal
thereof, if he or she acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful. The termination of any proceeding by
judgment, order, settlement, or conviction or upon a plea of nolo contendere or
its equivalent shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he or she reasonably believed to be
in, or not opposed to, the best interests of the corporation or, with respect to
any criminal action or proceeding, had reasonable cause to believe that his or
her conduct was unlawful.

(2) A corporation shall have power to indemnify any person, who was or is a
party to any proceeding by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a

director, officer, employee, or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise,
against expenses and amounts paid in settlement not exceeding, in the judgment
of the board of directors, the estimated expense of litigating the proceeding to
conclusion, actually and reasonably incurred in connection with the defense or
settlement of such proceeding, including any appeal thereof. Such
indemnification shall be authorized if such person acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, the best
interests of the corporation, except that no indemnification shall be made under
this subsection in respect of any claim, issue, or matter as to which such
person shall have been adjudged to be liable unless, and only to the extent
that, the court in which such proceeding was brought, or any other court of
competent jurisdiction, shall determine upon application that, despite the
adjudication of liability but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper.

(3) To the extent that a director, officer, employee, or agent of a corporation
has been successful on the merits or otherwise in defense of any proceeding
referred to in subsection (1) or subsection (2), or in defense of any claim,
issue, or matter therein, he or she shall be indemnified against expenses
actually and reasonably incurred by him or her in connection therewith.

(4) Any indemnification under subsection (1) or subsection (2), unless pursuant
to a determination by a court, shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee, or agent is proper in the circumstances because he
or she has met the applicable standard of conduct set forth in subsection (1) or
subsection (2). Such determination shall be made:

(a) By the board of directors by a majority vote of a quorum
consisting of directors who were not parties to such
proceeding;

(b) If such a quorum is not obtainable or, even if obtainable, by majority vote
of a committee duly designated by the board of directors (in which directors who
are parties may participate) consisting solely of two or more directors not at
the time parties to the proceeding;

1. Selected by the board of directors prescribed in paragraph (a) or the
committee prescribed in paragraph (b); or

2. If a quorum of the directors cannot be obtained for paragraph (a) and the
committee cannot be designated under paragraph (b), selected by majority vote of
the full board of directors (in which directors who are parties may
participate); or

(d) By the shareholders by a majority vote of a quorum consisting of
shareholders who were not parties to such proceeding or, if no such quorum is
obtainable, by a majority vote of shareholders who were not parties to such
proceeding.

(5) Evaluation of the reasonableness of expenses and authorization of
indemnification shall be made in the same manner as the determination that
indemnification is permissible. However, if the determination of permissibility
is made by independent legal counsel, persons specified by paragraph (4)(c)

shall evaluate the reasonableness of expenses and may authorize indemnification.

(6) Expenses incurred by an officer or director in defending a civil or criminal
proceeding may be paid by the corporation in advance of the final disposition of
such proceeding upon receipt of an undertaking by or on behalf of such director
or officer to repay such amount if he or she is ultimately found not to be
entitled to indemnification by the corporation pursuant to this section.
Expenses incurred by other employees and agents may be paid in advance upon such
terms or conditions that the board of directors deems appropriate.

(7) The indemnification and advancement of expenses provided pursuant to this
section are not exclusive, and a corporation may make any other or further
indemnification or advancement of expenses of any of its directors, officers,
employees, or agents, under any bylaw, agreement, vote of shareholders or
disinterested directors, or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office.
However, indemnification or advancement of expenses shall not be made to or on
behalf of any director, officer, employee, or agent if a judgment or other final
adjudication establishes that his or her actions, or omissions to act, were
material to the cause of action so adjudicated and constitute: (a) A violation
of the criminal law, unless the director, officer, employee, or agent had
reasonable cause to believe his or her conduct was lawful or had no reasonable
cause to believe his or her conduct was unlawful; (b) A transaction from which
the director, officer, employee, or agent derived an improper personal benefit;
(c) In the case of a director, a circumstance under which the liability
provisions of section 607.0834 are applicable; or (d) Willful misconduct or a
conscious disregard for the best interests of the corporation in a proceeding by
or in the right of the corporation to procure a judgment in its favor or in a
proceeding by or in the right of a shareholder.

(8) Indemnification and advancement of expenses as provided in this section
shall continue as, unless otherwise provided when authorized or ratified, to a
person who has ceased to be a director, officer, employee, or agent and shall
inure to the benefit of the heirs, executors, and administrators of such a
person, unless otherwise provided when authorized or ratified.

(9) Unless the corporation's articles of incorporation provide otherwise,
notwithstanding the failure of a corporation to provide indemnification, and
despite any contrary determination of the board or of the shareholders in the
specific case, a director, officer, employee, or agent of the corporation who is
or was a party to a proceeding may apply for indemnification or advancement of
expenses, or both, to the court conducting the proceeding, to the circuit court,
or to another court of competent jurisdiction. On receipt of an application, the
court, after giving any notice that it considers necessary, may order
indemnification and advancement of expenses, including expenses incurred in
seeking court-ordered indemnification or advancement of expenses, if it
determines that:

(a) The director, officer, employee, or agent is entitled to mandatory
indemnification under subsection (3), in which case the court shall also order
the corporation to pay the director reasonable expenses incurred in obtaining
court- ordered indemnification or advancement of expenses;

(b) The director, officer, employee, or agent is entitled to indemnification or
advancement of expenses, or both, by virtue of the exercise by the corporation
of its power pursuant to subsection (7); or

(c) The director, officer, employee, or agent is fairly and reasonably entitled
to indemnification or advancement of expenses, or both, in view of all the
relevant circumstances, regardless of whether such person met the standard of

conduct set forth in subsection (1), subsection (2), or subsection (7).

(10) For purposes of this section, the term "corporation" includes, in addition
to the resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger, so that any
person who is or was a director, officer, employee, or agent of a constituent
corporation, or is or was serving at the request of a constituent corporation as
a director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise, is in the same position under this
section with respect to the resulting or surviving corporation as he or she
would have with respect to such constituent corporation if its separate
existence had continued.

(11) For purposes of this section:

(a) The term "other enterprises" includes employee benefit
plans;

(b) The term "expenses" includes counsel fees, including
those for appeal;

(c) The term "liability" includes obligations to pay a judgment, settlement,
penalty, fine (including an excise tax assessed with respect to any employee
benefit plan), and expenses actually and reasonably incurred with respect to a
proceeding;

(d) The term "proceeding" includes any threatened, pending, or completed action,
suit, or other type of proceeding, whether civil, criminal, administrative, or
investigative and whether formal or informal;

(e) The term "agent" includes a volunteer;

(f) The term "serving at the request of the corporation" includes any service as
a director, officer, employee, or agent of the corporation that imposes duties
on such persons, including duties relating to an employee benefit plan and its
participants or beneficiaries; and

(g) The term "not opposed to the best interest of the corporation" describes the
actions of a person who acts in good faith and in a manner he or she reasonably
believes to be in the best interests of the participants and beneficiaries of an
employee benefit plan.

(12) A corporation shall have power to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee, or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise against any liability asserted against the
person and incurred by him or her in any such capacity or arising out of his or
her status as such, whether or not the corporation would have the power to
indemnify the person against such liability under the provisions of this
section.

Item 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the expenses in connection with the issuance
and distribution of the securities being registered hereby. All such expenses
will be borne by the registrant; none shall be borne by any selling
stockholders.

Securities and Exchange

Commission registration fee $ 100
Legal fees and expenses (1) $ 12,500
Accounting fees and expenses (1) $ 7,500
Miscellaneous (1) $ 0
Total (1) $ 15,100

(1) Estimated.

Item 26. RECENT SALES OF UNREGISTERED SECURITIES.

Hipstyle.com, Inc. was incorporated in the State of Florida on June 22, 1999 as
a wholly owned subsidiary of Quentin Road Productions, Inc. and 2,000 shares
were issued to Quentin Road Productions, Inc. in reliance on the exemption under
Section 4(2) of the Securities Act of 1933, as amended (the "Act"). Such shares
were issued to Quentin Road Productions, Inc. as founders shares for the
consideration of $.10 per share for an aggregate amount paid of $200. On January
15, 2000, the Shareholder and Directors of Hipstyle authorized a 2,000 for 1
stock split increasing the amount of outstanding shares owned by Quentin Road
Productions, Inc., the sole shareholder, to 4,000,000 shares. On March 1, 2000,
a majority of the shareholders of Quentin Road Productions, Inc. and the
Directors authorized a distribution of the Hipstyle shares owned by Quentin Road
Productions, Inc. to the Quentin Road Productions, Inc. shareholders in an
unregistered spin off at a rate of 1.31 Hipstyle shares for each share of
Quentin Road Productions, Inc. owned. After such spin off, the Company had
4,000,000 shares outstanding to 25 shareholders. This distribution did not
constitute a sale of securities since this was simply a distribution of the
Hipstyle shares to the Intelilabs.com, Inc. shareholders and such shares
received were restricted in accordance with Rule 144 of the Securities Act of
1933.

In September, 2000, we completed a Regulation D, Rule 504 Offering in which we
issued a total of 550,000 shares of our common stock to 22 shareholders for an
aggregate offering price of $110,000. The following sets forth the identity of
the class of persons to whom Hipstyle sold these shares and the amount of shares
for each shareholder:

Shimon Fishman 35,000
Ruben Azrak 50,000
Isaac Fallas 10,000
Miriam Silber 10,000
Murray Silber 15,000
Adena Pollan 15,000
Zachary Gindi 20,000
Marvin Azrak 20,000
Robert Schechter 5,000
Rochel Leah Fishman 5,000
Lawrence Jemal 20,000
First Security Investments Ltd 75,000
Eli S. Loebenberg 25,000
Toba Black 25,000
Chaya Fishman 25,000
Yitzchak Fishman 25,000
Jacob Tversky 25,000
Abe Betesh 20,000
Scot J. Cohen 25,000
Meclo Ltd. 25,000
Talbiya Investments Ltd. 25,000
Balmore Funds, SA 50,000

The Common Stock issued in the Company's Regulation D, Rule 504 offering was
issued in a transaction not involving a public offering in reliance upon an
exemption from registration provided by Rule 504 of Regulation D of the
Securities Act of 1933. In accordance with Section 230.504 (b)(1) of the
Securities Act of 1933, these shares qualified for exemption under the Rule 504
exemption for this offerings since it met the following requirements set forth
in Reg. ss.230.504:

(A) No general solicitation or advertising was conducted by the Company in
connection with the offering of any of the Shares.

(B) At the time of the offering the Company was not: (1) subject to the
reporting requirements of Section 13 or 15 (d) of the Exchange Act; or (2)
an "investment company" within the meaning of the federal securities laws.

(C) Neither the Company, nor any predecessor of the Company, nor any director
of the Company, nor any beneficial owner of 10% or more of any class of the
Company's equity securities, nor any promoter currently connected with the
Company in any capacity has been convicted within the past ten years of any
felony in connection with the purchase or sale of any security.

(D) The offers and sales of securities by the Company pursuant to the offerings
were not attempts to evade any registration or resale requirements of the
securities laws of the United States or any of its states.

(E) None of the investors are affiliated with any director, officer or promoter
of the Company or any beneficial owner of 10% or more of the Company's
securities.

(F) The aggregate offering price did not exceed $1,000,000, less the aggregate
offering price for all securities sold within the twelve months.

(G) The Company has complied with the requirements of Rule 504 of Regulation D
promulgated pursuant to the Act and of applicable state exemptions from
registration in the offers and sales by the Company of its securities in
these offerings.

Please note that pursuant to Rule 504, all shares purchased in the Regulation D
Rule 504 offering completed in September 2000 were restricted in accordance with
Rule 144 of the Securities Act of 1933.

On May 20, 2000, we issued a total of 50,000 shares of our common stock to
Michelle Brock as compensation for services rendered to the company valued at
$10,000 and such services rendered to the Company including the writing and
development of the Company's business plan, the development of corporate and
operating strategies and creative input into our website. Such shares were also
issued as an incentive for Michelle Brock to become an officer of the Company.
Ms. Brock is a sophisticated purchaser and had a pre-existing relationship with
members of the Company's management. Accordingly, the issuance of shares was
exempt from the registration requirements of the Act pursuant to Section 4(2) of
the Act.

The Company qualified for exemption under Section 4(2) of the Securities Act of
1933 since the issuance shares the Company not involving a public offering. The
offering was not a "public offering" as defined in Section 4(2) due to the
insubstantial number of persons involved in the deal, size of the offering,
manner of the offering and number of shares offered. The Company did not
undertake an offering in which it sold a high number of shares to a high number
of investors. Rather these shares were just issued to the founder of the
Company. In addition, the shareholder had the necessary investment intent as
required by Section 4(2) since it agreed to and received a share certificate
bearing a legend stating that such shares are restricted pursuant to Rule 144 of
the 1933 Securities Act. These restrictions ensure that these shares would not
be immediately redistributed into the market and therefore not be part of a
"public offering." Based on an analysis of the above factors, the Company has
met the requirements to qualify for exemption under Section 4(2) of the
Securities Act of 1933 for this transaction.

In SEC Release No. 33-285, the SEC specifically stated that there is a
subjective test to determine if there was a "public offering." First is the
number of offerees and their relationship to the Company. This offering was only
given to one investor. Another part of this factor is the relationship that
these individuals have with the Company. As the founder of the Company, Quentin
Road Productions, Inc. had all material information regarding the Company and
therefore had special knowledge of the Company which makes it more likely to be
a private offering. In addition. Quentin Road Productions, Inc is a
sophisticated investor. All of these factors meet the requirements for a private
offering.

We have never utilized an underwriter for an offering of our securities. Other
than the securities mentioned above, we have not issued or sold any securities.

Item 27. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits:

The following exhibits are filed as part of this registration statement:

EXHIBIT DESCRIPTION

3.1 Certificate of Incorporation of Hipstyle.com, Inc.

3.2 Certificate of Amendments of the Certificate of Incorporation of
Hipstyle.com, Inc.

3.3 By-laws of Hipstyle.com, Inc.

5.1 Opinion of Anslow & Jaclin LLP

7.1 Consent of Salibello & Broder LLP

7.2 Consent of Berenfeld and Spritzer

23.2 Consent of Anslow & Jaclin LLP (included in Exhibit 5.1)

24.1 Power of Attorney (included on page II-6 of the registration
statement)

Item 28. UNDERTAKINGS.

(A) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to:

(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information
set forth in the registration statement; and

(iii)Include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.

(B) Undertaking Required by Regulation S-B, Item 512(e).

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or controlling persons pursuant
to the foregoing provisions, or otherwise, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel that the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act of 1934 that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at the time shall be deemed
to be the initial bona fide offering thereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Miami,
State of Florida, on the 24th day of September, 2001.

Hipstyle.com, Inc.

By: /s/ Rebecca J. Farkas
----------------------------------
Rebecca J. Farkas
President and Secretary

POWER OF ATTORNEY

The undersigned directors and officers of Hipstyle.com, Inc. hereby
constitute and appoint Rebecca J. Farkas, with full power to act without the
other and with full power of substitution and resubstitution, our true and
lawful attorneys-in-fact with full power to execute in our name and behalf in
the capacities indicated below any and all amendments (including post-effective
amendments and amendments thereto) to this registration statement under the
Securities Act of 1933 and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission
and hereby ratify and confirm each and every act and thing that such
attorneys-in-fact, or any them, or their substitutes, shall lawfully do or cause
to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE

/s/ Rebecca J. Farkas President September 24, 2001
------------------------------ Secretary and Director
Rebecca J. Farkas

/s/ Michelle Brock Vice President September 24, 2001
------------------------------
Michelle Brock