U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-KSB

       (Mark One)

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

            For the fiscal year ended December 31, 2000

[_]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

            For the transition period from _______________ to ________________

Commission file no.: 000-30197



 California                                                           91-2021602
--------------------------------------                       -------------------
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                               Identification no.)

827 State St. Suite 26
Santa Barbara, CA                                                          93101
---------------------------------------                      -------------------
(Address of principal executive offices)                              (Zip Code)

Issuer's telephone number: (805) 899-1299


Securities registered under Section 12(b) of the Exchange Act:

     Title of each class                               Name of each exchange on
       registered                                                 which

            None                                               OTC: BB
-----------------------------                          -------------------------

Securities registered under Section 12(g) of the Exchange Act:

                         Common Stock, $.0001 par value
                                (Title of class)
                      ------------------------------------




<PAGE>




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

     Yes  X     No
           -----        -----

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [X]

The Registrant's revenue for the fiscal year ended December 31, 2000: $ 0.00.

Of the 7,011,500 shares of voting stock of the registrant issued and outstanding
as of March 15, 2001, 401,500 shares are held by  non-affiliates.  The aggregate
market value of the voting and non-voting  common equity held by  non-affiliates
(computed by reference to the price at which the common  equity was sold, or the
average bid and asked price of such common  equity) as of December  31, 2000 was
$0.00 (for purposes of the foregoing  calculation only, each of the registrant's
officers and directors is deemed to be an affiliate).

There were 7,011,500 shares of the registrant's  common stock  outstanding as of
March 15, 2001.

DOCUMENTS INCORPORATED BY REFERENCE:        None

Transitional Small Business Disclosure Format: Yes [ ] No [X]














<PAGE>


SUMMARY TABLE OF CONTENTS SUMMARY TABLE OF CONTENTS

PART I

Item 1.  Description of Business.

Item 2.  Description of Property.

Item 3.  Legal Proceedings.

Item 4.  Submission of Matters to a Vote of Security Holders.

PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.

Item 6.  Management's Discussion and Analysis or Plan of Operation.

Item 7.  Financial Statements.

Item 8.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure.

PART III

Item 9.  Directors,  Executive  Officers,  Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act.

Item 10. Executive Compensation.

Item 11. Security Ownership of Certain Beneficial Owners and Management.

Item 12. Certain Relationships and Related Transactions.

Item 13. Exhibits, List and Reports on Form 8-K.


<PAGE>


PART I

Forward Looking Statements

This Form 10-KSB includes "forward looking  statements".  All statements,  other
than  statements of historical  facts,  included or incorporated by reference in
this Form 10-KSB which  address  activities,  events or  developments  which the
Company expects or anticipates  will or may occur in the future,  including such
things as future capital expenditures (including the amount and nature thereof),
demand for the  Company's  products and  services,  expansion  and growth of the
Company's  business and  operations,  and other such matters are forward looking
statements.  These statements are based on certain assumptions and analyses made
by the  Company in light of its  experience  and its  perception  of  historical
trends,  current  conditions and expected  future  developments as well as other
factors it believes  are  appropriate  in the  circumstances.  However,  whether
actual results or developments will conform with the Company's  expectations and
predictions is subject to a number of risks and uncertainties,  general economic
market and business  conditions;  the business  opportunities  (or lack thereof)
that  may be  presented  to and  pursued  by the  Company;  changes  in  laws or
regulation;  and other  factors,  most of which are  beyond  the  control of the
Company.  Consequently,  all of the forward looking statements made in this Form
10-KSB  are  qualified  by  these  cautionary  statements  and  there  can be no
assurance  that the actual  results or  developments  anticipated by the Company
will be realized  or, even if  substantially  realized,  that they will have the
expected consequence to or effects on the Company or its business or operations.
The  Company   assumes  no  obligations  to  update  any  such   forward-looking
statements.


Item 1.  Description of Business

         (a) Development

RUSSIAN-IMPORTS.COM,  INC.  (  hereinafter  "The  Company"  and/or  "RSIM")  was
organized  on  February  1,  2000,  and has  commenced  operations,  but has not
generated any revenue and is still a development stage corporation.  The Company
is engaged in the business of selling  imported  Russian lacquer boxes,  Russian
crystal and Matroshka dolls from its e commerce web site on the Internet.  There
can be no assurance that the Company's common stock will ever develop a market.

In connection with organizing the Company, on February 1, 2000, Agata Gotova was
issued 1,610,000 shares of restricted common stock in exchange for services, the
business  plan of the  Company,  and the  Company's  web site and domain  names,
pursuant to Section 4(2) of the Securities Act of 1933, to sophisticated persons
(officers and directors)  having  superior access to all corporate and financial
information.  Under Rule 405  promulgated  under the Securities Act of 1933, Ms.
Gotova may be deemed to be promoters of the Company.

On February 1, 2000, in exchange for web site development  services  rendered to
the Company's web sites,  the Company  issued 100,000 shares of its common stock
under Rule 701  promulgated  by the  Securities  and  Exchange  Commission  to a
non-sophisticated  investor  with full access to all corporate  information.  On
February  1, 2000,  the  Company  issued  90,000  shares of its common  stock to
Kenneth G. Eade, counsel to the Company and the husband of its President,  Agata
Gotova,  under Rule 701 promulgated by the Securities and Exchange Commission in
exchange for legal services rendered.  Mr. Eade is a sophisticated  investor who
had access to all corporate information.

On February 1, 2000,  Russian  Imports  issued 75,000 shares to Richard Day, and
75,000 shares to Jeffrey Volpe,  in exchange for corporate  consulting  services
and clerical  services,  in reliance upon Section 4(2) of the  Securities Act of
1933, to sophisticated  persons  (officers and directors) having superior access
to all corporate and financial information.

On or about  December 14, 2000 an agreement  dated November 17, 2000 between the
company,  selling shareholders Jeffrey Volpe and Agata Gotova, and buyer A. Rene
Dervaes,  Jr. resulted in the transfer of 1,775,000 shares of restricted  common
stock. On or about December 8, 2000, A. Rene Dervaes,  Jr. was issued  2,000,000
additional  shares of restricted common stock in exchange for present and future
services,  and  subscribed to an additional  3,000,000  shares in exchange for a
promissory note in the sum of $1,200,000. These transactions resulted in A. Rene
Dervaes becoming the controlling shareholder of the company.

On  December  29,  2000,  the Company  filed an S-8  Registration  Statement  to
register  6,000,000  shares of common stock  pursuant to the Company's Year 2000
Employee/Consultant Stock Compensation Plan. (the "Plan").

IN GENERAL - THE COMPANY

The  Company's  plan of  operations  is to be the  number  one seller of Russian
lacquer  boxes on the  Internet.  The Company will also sell  Russian  Matroshka
dolls and quality hand made crystal  imported from Russia.  Lacquer boxes in the
United States carry a premium price. The company can import hand painted lacquer
boxes from Russia at a fraction of the  wholesale  cost in the U.S.  The Company
plans to sell lacquer boxes,  Matroshka  dolls and Russian crystal at the lowest
prices of any  wholesaler or retailer on the Internet.  To do this,  the Company
will seek to establish  an  aggressive  marketing  plan both on the Internet and
conventionally.

Government approval is not necessary for the Company's business,  and government
regulations have no or only a negligible effect on their respective businesses.

The Company has not booked any significant  research and  development  costs and
therefore  do not  expect  to pass any of those  costs to  customers.  It has no
product development or research and development costs.

The Company's mailing address is 827 State Street,  Suite 26, Santa Barbara,  CA
93101. The telephone number of its principal executive office is (805) 899-1299.

THE INDUSTRY

The  Internet  industry  is a young  industry,  but one of the  fastest  growing
industries in the country.  Management  believes that with the proper  marketing
campaign,  the  Company's e commerce site can develop into the most popular site
on the Internet to purchase Russian lacquer boxes and other imports. The Company
will avoid customer  service  problems by offering a money back if not satisfied
guarantee, and providing free expedient shipping of product.

MARKETING

The  Company  is   developing   an  Internet  web  site  with  full  e  commerce
capabilities,  which  offers the  company's  products  for sale to the  Internet
consumer. In addition, the Company will promote its web site and its products by
conventional advertising and marketing.  With the proceeds of this offering, the
Company plans to hire a sales force and offer "multi-level marketing" incentives
for sales.

To help achieve its sales goals,  the Company  plans to implement an  aggressive
online  marketing  campaign.  The  objective  will be to name  awareness for the
Company in the online  community and to continually  acquire new visitors to its
Web site.  One of the best ways to attract  this  target  audience is to achieve
high  visibility  in the places  where  prospective  customers  are likely to be
browsing.  The  Company's  online  campaign will target sites that generate high
traffic from Internet users who fit the Company's customer profile.  In order to
create this market presence and increase customer awareness, the Company intends
to promote its Web site on the most effective  search  engines,  directories and
promotional  sites  the  Internet  offers.  However,  the  Company  has  not yet
developed  its Web site,  and there can be no assurance  that it will  implement
these programs. The programs to establish visibility and increase traffic to the
web site include directory submissions to make sure the company is listed in the
top five  listings on the major search  engines such as Yahoo,  America  Online,
Excite, Infoseek,  HotBot,  AltaVista, and Lycos, when a potential visitor types
in key words  related to software  sales.  Of course,  there can be no assurance
that the Company can obtain such a status,  but it will  continually  update its
submissions  to search  engines to keep them  current  and will  update its site
weekly. The Company will review its site data to optimize its listing.  Once the
site data has been perfected, the Company's site will be submitted to the top 75
search engines and promotional sites.

While listing a Web site with the search engines and promotional sites is a high
priority for the foundation of the Company's  Internet  program,  targeted links
with sites of similar interest is another powerful method of obtaining  visitors
that are interested in the Company's  site. The Company will search for sites of
similar  interest  where it is  likely  to find  its  target  audience  to place
targeted links.  These links will increase targeted traffic to the Company's Web
site.

The Company  intends to design a  professional  banner and place it with various
sites on a  "reciprocal"  basis,  at no charge to the Company.  The Company also
plans to purchase  online ad banners on highly  trafficked Web sites that appeal
to the  Company's  target  audience.  The  Company  will work with a  nationally
recognized media buying firm to research the sites that are regularly visited by
prospective  customers  in order to design and to execute an online  advertising
campaign on a cost-per-lead or similar direct response basis.

Online communities such as Mailing Lists, Newsgroups,  and Online Service Forums
tend to be very successful in driving  traffic to sites as Internet  surfers use
these  communities to get advice from their peers.  The Company will work with a
firm to seed messages about its offerings in the various online communities that
are  visited  by  its  target  audience.  Companies  specializing  in  Community
Discussion Seeding include Word of Net Promotions, Web promote and Agency.

Targeted e-mail  announcements with information about the Company's products and
services will be sent to individuals who have expressed an interest in receiving
information  within targeted  categories.  These  individuals  have  voluntarily
signed up to receive these e-mail  messages about  specific  topics and are more
likely to read them.  Response rates are expected to average  between 5% to 10%.
These  efforts  will  results in Company  Web site  visits by these  individuals
because  they have an interest in the  Company's  products  and services and can
click-through  Hyperlinks  created in the Company's  e-mail  announcement.  Each
e-mail  message will contain a header that specifies that the e-mail was sent to
the recipient because they had subscribed to a particular service.

The  Company   expects  to  maintain  a  clean  corporate  image  by  practicing
"etiquette"  when sending e-mail  messages.  In order to  differentiate  between
e-mail  messages  that  are  voluntarily  requested  and  true  "spamming"  from
unwelcome  sources,  the  Company  plans to only send  targeted  e mail to those
individuals who have voluntarily  requested to receive such  announcements,  and
always  give the  participants  the option to remove  themselves  from the email
lists.

The Company  intends to announce  its  products and services on the Web in press
releases.  Favorable  articles or editorial  pieces about the Company's Web site
can generate  tremendous  visibility  and  opportunity  to sell its products and
services.  The Company will e-mail its press  releases to targeted  publications
selected from a database of over 30,000 media  resources.  Press releases can be
distributed within 72 hours.

THE PRODUCTS

Russian Lacquer Boxes

The Company  offers a selection  of hand  painted  paper mache and wood  Russian
lacquer boxes in different sizes and colors. These are the same kinds of lacquer
boxes that sell in the United States for $1,000 and up, and the  Company's  cost
on each box is an average $25. The boxes are hand crafted and painted,  with the
traditional red inside, and the craftsman's name is subscribed to the outside of
each box.

Matroshka Dolls

These world famous dolls are hand crafted and painted  wooden dolls,  which hold
inside of them, up to seven different dolls. To separate the dolls,  simply open
the outside doll and you will find a doll inside.  Keep opening until all of the
dolls are uncovered.

Russian Crystal

The Company  offers a wide  variety of hand etched  russian  crystal,  including
vases, decanters, wine and cocktail glasses.

PATENTS

The Company  holds no patents for its  products.  The Company is the  registered
owner of the Internet domain names, www.russianimports.com.

GOVERNMENT REGULATION

Government approval is not necessary for the Company's business,  and government
regulations have no effect or a negligible  effect on its business.  The Company
does have to pay duties on the products it imports.

EMPLOYEES

The Company  presently employs two employees,  both management,  who each devote
their part time efforts to the company.

Item 2.           Description of Property
The Company rents  professional  offices at no charge on a month to month basis,
pursuant   to  an  oral   agreement.   The   Company   owns  the  domain   name,
www.russian-imports.com.  The Company has a small  inventory of Russian  lacquer
boxes, matroshka dolls and russian crystal. It has no other property.

Item 3.  Legal Proceedings

There are no pending  legal  proceedings  to which the  Company is a party or to
which the property interests of the Company is subject.

Item 4. Submission of Matters to a Vote of Security Holders.

On or about December 14, 2000 (the closing date) an agreement dated November 17,
2000 between the company,  selling  shareholders Jeffrey Volpe and Agata Gotova,
and buyer A. Rene Dervaes,  Jr. resulted in the transfer of 1,775,000  shares of
restricted common stock. On or about December 8, 2000, A. Rene Dervaes,  Jr. was
issued 2,000,000  additional  shares of restricted  common stock in exchange for
present and future services, and subscribed to an additional 3,000,000 shares in
exchange  for a promissory  note in the sum of  $1,200,000.  These  transactions
resulted in A. Rene Dervaes,  Jr.  becoming the  controlling  shareholder of the
company.

PART II

Item 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's common stock is quoted at the present time on the Over the Counter
Bulletin Board under the symbol RSIM.  There is no present public market for the
Company's common stock

 The Company has not paid any cash  dividends  since its  inception and does not
contemplate  paying  any in  the  foreseeable  future.  It is  anticipated  that
earnings, if any, will be retained for the operation of the Company's business.

PENNY STOCK STATUS

If and when it creates a market for its common stock, the Company's common stock
is a "penny  stock,"  as the term is defined  by Rule  3a51-1 of the  Securities
Exchange Act of 1934.  This makes it subject to reporting,  disclosure and other
rules  imposed on  broker-dealers  by the  Securities  and  Exchange  Commission
requiring   brokers  and  dealers  to  do  the  following  in  connection   with
transactions in penny stocks:

   1. Prior to the transaction, to approve the person's account for transactions
in penny stocks by obtaining  information  from the person  regarding his or her
financial  situation,   investment  experience  and  objectives,  to  reasonably
determine  based on that  information  that  transactions  in penny  stocks  are
suitable  for the  person,  and that the person  has  sufficient  knowledge  and
experience  in  financial  matters  that the  person  or his or her  independent
advisor  reasonably  may be  expected to be capable of  evaluating  the risks of
transactions in penny stocks. In addition,  the broker or dealer must deliver to
the person a written statement setting forth the basis for the determination and
advising in  highlighted  format that it is unlawful for the broker or dealer to
effect a transaction  in a penny stock unless the broker or dealer has received,
prior to the  transaction,  a written  agreement from the person.  Further,  the
broker or dealer must receive a manually signed and dated written agreement from
the person in order to effectuate any transactions is a penny stock.

   2.  Prior to the  transaction,  the  broker or dealer  must  disclose  to the
customer the inside bid quotation for the penny stock and, if there is no inside
bid quotation or inside offer quotation, he or she must disclose the offer price
for the security  transacted  for a customer on a principal  basis unless exempt
from doing so under the rules.

   3. Prior to the transaction, the broker or dealer must disclose the aggregate
amount of  compensation  received  or to be  received by the broker or dealer in
connection with the transaction,  and the aggregate amount of cash  compensation
received or to be received by any associated person of the broker dealer,  other
than a person whose function in solely clerical or ministerial.

   4. The broker or dealer who has effected  sales of penny stock to a customer,
unless  exempted by the rules,  is  required  to send to the  customer a written
statement  containing  the  identity  and number of shares or units of each such
security and the estimated market value of the security. The imposition of these
reporting and disclosure requirements on a broker or dealer make it unlawful for
the  broker  or  dealer  to  effect  transactions  in penny  stocks on behalf of
customers.  Brokers or dealers may be discouraged  from dealing in penny stocks,
due to the additional time,  responsibility involved, and, as a result, this may
have a deleterious effect on the market for the company's stock.

TRANSFER AGENT, WARRANT AGENT AND REGISTRAR

The transfer agent, warrant agent and registrar for the Common Stock is American
Registrar & Transfer Co., 342 E. 900 South,  P.O. Box 1798, Salt Lake City, Utah
84110.

Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS

PLAN OF OPERATIONS-IN GENERAL

The  Company's  plan of  operations  is to be the  number  one seller of russian
lacquer boxes on the Internet.  The Company has financed its  operations to date
through sales of its equity  securities.  See "Recent Sales of Securities."  The
Company  will also sell  Russian  Matroshka  dolls and quality hand made crystal
imported from Russia.  Lacquer boxes in the United States carry a premium price.
The company can import hand painted  lacquer  boxes from Russia at a fraction of
the  wholesale  cost in the  U.S.  The  Company  plans  to sell  lacquer  boxes,
Matroshka  dolls and Russian  crystal at the lowest prices of any  wholesaler or
retailer of Russian lacquer boxes and other imports on the Internet. To do this,
the Company  will seek to  establish an  aggressive  marketing  plan both on the
Internet and conventionally.

During  the  next  twelve  months,   the  Company  plans  to  satisfy  its  cash
requirements by additional equity financing.  There can be no assurance that the
company will be successful in raising additional equity financing, and, thus, be
able to satisfy  its cash  requirements,  which  primarily  consist of legal and
accounting  fees at the present time. If the company is not able to raise equity
capital,  and it  presently  has no cash with which to satisfy  any future  cash
requirements.  The  company  will need a minimum of $50,000 to satisfy  its cash
requirements for the next 12 months.  The company will not be able to operate if
it does not  obtain  equity  financing.  The  Company  has no  current  material
commitments.  The  Company  depends  upon  capital  to be  derived  from  future
financing  activities such as subsequent offerings of its stock. There can be no
assurance  that the  Company  will be  successful  in  raising  the  capital  it
requires.  The company does not anticipate any further  research and development
of any products, nor does it expect to incur any research and development costs.
The company  does not expect the  purchase  or sale of plant or any  significant
equipment, and it does not anticipate any change in the number of its employees.
The Company has no current  material  commitments.  The Company has generated no
revenue since its inception.

The Company is still  considered  to be a  development  stage  company,  with no
significant  revenue,  and is  dependent  upon the  raising of  capital  through
placement of its common stock.  There can be no assurance  that the Company will
be successful in raising the capital it requires  through the sale of its common
stock.

YEAR 2000 COMPLIANCE

With  respect to Year 2000  compliance,  the  Company  has found that all of its
computer systems are Year 2000 compliant.


 Item 7. FINANCIAL STATEMENTS


                          INDEX TO FINANCIAL STATEMENTS
                                                                            PAGE

Report of Independent Certified Public Accountant dated December 17, 1999 ...F-1

Balance Sheets...............................................................F-2

Statement of Loss and Accumulated Deficit....................................F-3

Statements of Stockholder's Equity...........................................F-3

Statements of Cash Flows.....................................................F-4

Notes to Financial Statements................................................F-5






<PAGE>



                          REPORT OF INDEPENDENT AUDITOR


To the Shareholders and Board of Directors RUSSIAN-IMPORTS.COM.

   We have audited the  accompanying  balance sheet of  RUSSIAN-IMPORTS.COM.  (A
Development  Stage Company) as of December 31, 2000, and the related  statements
of income,  stockholders' equity, and cash flows for the period February 1, 2000
(inception)  through  December  31, 2000.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on my 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  RUSSIAN-IMPORTS.COM.  at
December 31, 2000,  and the results of operations  and cash flows for the period
February 1, 2000  (inception)  through  December 31, 2000,  in  conformity  with
generally accepted accounting principles.


/s/ Rogelio G. Castro
Oxnard, California
April 13, 2001







                                       F-1





<PAGE>



<TABLE>
<CAPTION>
                               RUSSIAN-IMPORTS.COM
                          (A DEVELOPMENT STAGE COMPANY)

                                  BALANCE SHEET
                             AS OF DECEMBER 31, 2000


                  ASSETS
<S>                                                              <C>
Current Assets:
         Cash                                                    $    ---
           Total Current Assets

TOTAL ASSETS                                                     $    ---
                                                                 ========

                  LIABILITIES & STOCKHOLDERS' EQUITY

Current Liabilities:                                             $    ---

           Total Current Liabilities                                  ---

Stockholders' Equity:

         Common stocks,   $.001 par  value
           Authorized shares;  100,000,000
           Issued and outstanding shares; 1,950,000              $  1,950
           Paid in capital                                           ----
           Deficit accumulated during development stage            (1,950)
                  Total Stockholders' Equity                         ----

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       $   ----
                                                                 ========
</TABLE>







               See the accompanying Notes to Financial Statements


                                       F-2



<PAGE>


<TABLE>
<CAPTION>
                               RUSSIAN-IMPORTS.COM
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS

                           Cumulative since inception
                    For the month ended of February 29, 2000
                                Development Stage
                                   ----------
<S>                                               <C>           <C>
Revenues:    ..................................   $    --       $     --

General and Administrative Expenses:   ........     1,950          1,950
                                                    -----          -----

   Net Loss      ..............................   $(1,950)      $ (1,950)
                                                    -----          -----

Loss per share        .........................   $    --       $     --
                                                    =====          =====
</TABLE>




<TABLE>
<CAPTION>
RUSSIAN-IMPORTS.COM
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE MONTH ENDED FEBRUARY 29, 2000

                            Common Stock          Additional          Retained
                           Number of Shares       Amount  Paid in     Capital   (Deficit)  Total
                          -----------------       ------  -------     ---------  ---------------
<S>                         <C>                    <C>                 <C>       <C>     <C>

Common Stocks issued        1,950,000              $1,950              $  -         -    $ 1,950

Net loss for 2/29/2000      1,950,000              $1,950              $  -         -    $(1,950)
                            ---------              -------             -------   ------- --------
</TABLE>



               See the accompanying Notes to Financial Statements
                                       F-3




<PAGE>


<TABLE>
<CAPTION>
RUSSIAN-IMPORTS.COM
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS


                                   Cumulative
                                      Since
                                    Inception
                     For the month ended ofFebruary 29, 2000
                                Development Stage
                                      -----
<S>                                                   <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Operating Activities
Net Loss ............................................ $ (1,950)      $ (1,950)
Increase (Decrease) in Accounts Payable                 (1,950)        (1,950)
                                                         -----          -----
 Net Cash Used provided by operating activities         (1,950)        (1,950)
                                                         -----          -----

CASH FLOWS FROM FINANCINGACTIVITIES:

Common stocks issued                                     1,950          1,950
                                                         -----          -----
Net Cash Provided by Financing Activities ...........    1,950          1,950
                                                         -----          -----

Cash and Cash Equivalents at Beginning of Period ....      --             --
                                                         -----          -----
Cash and Cash Equivalents at End of Period  ......... $    --        $    --
                                                         =====          =====
</TABLE>




               See the accompanying Notes to Financial Statements


                                       F-4





<PAGE>


                                RUSSIAN-IMPORTS.COM
                             (A DEVELOPMENT STAGE COMPANY)
                             NOTES TO FINANCIAL STATEMENTS
                                  DECEMBER 31, 2000

NOTE 1. DESCRIPTION OF THE BUSINESS
------------------------------------

Russian  Imports was  incorporated  under the laws of the state of California on
February 1, 2000.  The  purpose for which the  Corporation  is  organized  is to
engage in any lawful act or activity  for which a  corporation  may be organized
under the General Corporation Law of the State of California including,  without
limitation, to provide sales of caviar on the Internet.

Russian  Imports  has been in the  development  stage  since  its  formation  on
February 1, 2000.  Planned  principal  operations  have only recently  commenced
since then, but Russian Imports has not generated any significant revenue.


NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------

A. Russian Imports uses the accrual method of accounting.

B. Revenues and are  recognized  and recorded when ordered goods are paid for by
credit card. Expenses are realized and recorded when invoiced.

C. Russian Imports considers all short term, highly liquid  investments that are
readily convertible,  within three months, to known amounts as cash equivalents.
Russian Imports currently has no cash equivalents.

D. Primary  Earnings Per Share amounts are based on the weighted  average number
of shares  outstanding at the dates of the financial  statements.  Fully Diluted
Earnings Per Shares shall be shown on stock options and other convertible issues
that may be exercised within ten years of the financial statement dates.

E.  Estimates:  The  preparation of the financial  statements in conformity with
generally accepted  accounting  principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

NOTE 3. INCOME TAXES
--------------------

Russian  Imports has  adopted the  provisions  of SFAS No. 109  "Accounting  for
Income Taxes".  SFAS 109 requires  recognition of deferred tax  liabilities  and
assets  for the  expected  future  tax  consequences  of  events  that have been
included in the financial statements or tax returns. Under this method, deferred
tax liabilities and assets are determined  based on the differences  between the
financial  statement and tax basis of assets and  liabilities  using enacted tax
rates in effect for the year in which the differences are expected to reverse.

Russian Imports has incurred losses that can be carried forward to offset future
earnings if conditions of the Internal  Revenue Codes are met.  Russian  Imports
has incurred  losses that can be carried  forward to offset  future  earnings if
conditions of the Internal Revenue Codes are met.


NOTE 5.  FISCAL YEAR END
------------------------
Russian Imports' fiscal year end is December 31st.



                                       F-5


<PAGE>




                               RUSSIAN-IMPORTS.COM
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS(continued)


Russian Imports has incurred losses that can be carried forward to offset future
earnings if conditions of the Internal Revenue Codes are met.


NOTE 5.  FISCAL YEAR END
------------------------

Russian Imports' fiscal year end is December 31st.


NOTE 6.  RELATED PARTY TRANSACTIONS
-----------------------------------

Russian Imports issued unregistered  common stock to its President,  in exchange
for  services as  President,  Secretary  and  Treasurer,  and to non  management
consultants and employees in exchange for their services. The issuance of shares
were  recorded  at  their  fair  market  value  of par  value.  This  is  deemed
appropriate, rather than recording the issuance of shares at the offering price,
since Russian Imports' shares have no current book value.

Russian  Imports shares office space and telephone  services of the President of
Russian Imports at no charge.


















                                       F-6





<PAGE>


Item 8.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure.


Because the Company has been generally  inactive since its inception,  it had no
independent  accountant  until the  retention  in  February,  2000,  of Roger G.
Castro,  Certified  Public  Accountants,  Oxnard  California.  There has been no
change in the Company's independent accountant during the period commencing with
the Company's retention Roger G. Castro,  Certified Public Accountants,  through
the date hereof.


PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(a) of the Exchange Act.

The members of the Board of Directors of the Company serve until the next annual
meeting of  stockholders,  or until  their  successors  have been  elected.  The
officers serve at the pleasure of the Board of Directors.

The current executive officers, key employee and sole director of the Company is
as follows:

Name                     Age        Position
-------------------      ---        -----------------
A. Rene Dervaes, Jr.     61         President, Secretary, CFO and Director

A. Rene  Dervaes,  Jr.  Mr.  Dervaes is the  current  President,  Secretary  and
Director of the company,  since  December 8, 2000. He was the  co-founder of the
A.R. Dervaes Company,  Inc., a manufacturer and supplier of heavy  equipment,and
its  Chairman  from 1961 to 1982.  From 1982 though  1985,  he was  President of
Khonbu Industries,  a designer and nationwide  distributor of exclusive consumer
products.  From  1978 to  1986,  he  acted as  Chairman  and CEO of  Eagle  Rock
Corporation.  From 1986 through  1990,  he served as Chairman and CEO of Vantage
Industries,  an international  marketing firm. From 1991 to the present time, he
has  served as  Chairman  and CEO of  Secured  Retirement  International,  Inc.,
specializing  in the design and  marketing  of  proprietary  U.S.  Treasury  and
municipal  bond mutual funds.  Mr.  Dervaes also  co-invented  a unique  finance
product that pays increasing distributions through a patented method for pooling
and distributing bond income.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities  Exchange Act of 1934, as amended,  requires the
Company's  executive officers and directors and persons who own more than 10% of
a  registered  class  of the  Company's  equity  securities,  to file  with  the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
initial statements of beneficial ownership,  reports of changes in ownership and
annual  reports  concerning  their  ownership,  of Common Stock and other equity
securities  of the  Company  on  Forms  3,  4,  and 5,  respectively.  Executive
officers, directors and greater than 10% shareholders are required by Commission
regulations to furnish the Company with copies of all Section 16(a) reports they
file. To the Company's  knowledge,  Mr. Dervaes  comprising all of the Company's
executive  officers,  directors  and greater than 10%  beneficial  owners of its
common Stock, have complied with Section 16(a) filing requirements applicable to
them during the Company's most recent fiscal year.


<PAGE>



Item 10. EXECUTIVE COMPENSATION

The following  table sets forth the cash and non-cash  compensation  paid by the
Company to its Chief  Executive  Officer and all other  executive  officers  for
services rendered.  No salaries are being paid at the present time, and will not
be paid unless and until there is  available  cash flow from  operations  to pay
salaries.  There were no grants of options or SAR grants given to any  executive
officers during the last fiscal year.

<TABLE>
<CAPTION>
 Annual Compensation
-------------------------------------------------------------------------------------------------------------------------
                                                 SUMMARY COMPENSATION TABLE
                                       Annual Compensation                          Long-Term Compensation
-------------------------------------------------------------------------------------------------------------------------
          (a)            (b)     (c)       (d)         (e)        (f)         (g)       (h)               (i)
                                                      Other    Restricted  Securities
                                                      Annual     Stock    underlying    LTIP
  Name and Principal            Salary               Compensa-   Award(s)  options/    Payouts    All Other Compensation
       Position          Year     ($)      Bonus ($)  tion ($)    ($)      SARS (#)      ($)               ($)
-------------------------------------------------------------------------------------------------------------------------
<S>                     <C>      <C>         <C>         <C>    <C>             <C>       <C>               <C>
     A.R. Dervaes,
President, Secretary,   1999     $0          $0          $0          0          0         $0                $0
    CFO & Chairman      2000     $0          $0          $0          0          0         $0                $0
                        2001     $0          $0          $0   2,000,000(1)      0         $0                $0
</TABLE>

(1)On  December 8, 2000, A. Rene Dervaes,  Jr., was issued  2,000,000  shares of
restricted  common  stock in exchange for present and future  services.

Item 11. SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following  table sets forth  certain  information  regarding the  beneficial
ownership  of the shares of Common  Stock of the  Company as of the date of this
disclosure(1),  by (i)  each  person  who is  known  by  the  Company  to be the
beneficial  owner of more than five percent  (5%) of the issued and  outstanding
shares of common  stock,  (ii) each of the  Company's  directors  and  executive
officers, and (iii) all directors and executive officers as a group.

Name and Address       Number of Shares     Percentage Owned
----------------       ----------------     ----------------
A.R. Dervaes, Jr.        6,775,000

Officers and Directors
as a Group               6,775,000                82.56%
 ------------
 (1) Table is based on current outstanding shares of 7,011,500.

Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The  Company's  sole  promoter is A. Rene  Dervaes,  Jr. The  Company  rents its
offices on a month to month basis at no cost to the company.

In connection with organizing the Company, on February 1, 2000, Agata Gotova was
issued 1,610,000 shares of restricted common stock in exchange for services, the
business  plan of the  Company,  and the  Company's  web site and domain  names,
pursuant to Section 4(2) of the Securities Act of 1933, to sophisticated persons
(officers and directors)  having  superior access to all corporate and financial
information.  Under Rule 405  promulgated  under the Securities Act of 1933, Ms.
Gotova may be deemed to be promoters of the Company.  No other persons are known
to Management that would be deemed to be promoters.



<PAGE>



On February 1, 2000, in exchange for web site development  services  rendered to
the Company's web sites,  the Company  issued 100,000 shares of its common stock
under Rule 701  promulgated  by the  Securities  and  Exchange  Commission  to a
non-sophisticated investor with full access to all corporate information.

On February 1, 2000,  the Company  issued  90,000  shares of its common stock to
Kenneth G. Eade, counsel to the Company and the husband of its President,  Agata
Gotova,  under Rule 701 promulgated by the Securities and Exchange Commission in
exchange for legal services rendered.  Mr. Eade is a sophisticated  investor who
had access to all corporate information.

On February 1, 2000,  Russian  Imports  issued 75,000 shares to Richard Day, and
75,000 shares to Jeffrey Volpe,  in exchange for corporate  consulting  services
and clerical  services,  in reliance upon Section 4(2) of the  Securities Act of
1933, to sophisticated  persons  (officers and directors) having superior access
to all corporate and financial information.


On or about  December 14, 2000 an agreement  dated November 17, 2000 between the
company,  selling shareholders Jeffrey Volpe and Agata Gotova, and buyer A. Rene
Dervaes,  Jr. resulted in the transfer of 1,775,000 shares of restricted  common
stock. On or about December 8, 2000, A. Rene Dervaes,  Jr. was issued  2,000,000
additional  shares of restricted common stock in exchange for present and future
services,  and  subscribed to an additional  3,000,000  shares in exchange for a
promissory note in the sum of $1,200,000. These transactions resulted in A. Rene
Dervaes becoming the controlling shareholder of the company.




<PAGE>

Item  13.  Exhibits  and  Reports  on  Form  8-K

     (a) The exhibits  required to be filed  herewith by Item 601 of  Regulation
S-B, as described in the following index of exhibits, are incorporated herein by
reference, as follows:


<TABLE>
<S>            <C>
Exhibit No.    Description
-----------    ----------------------------------------------------
 2.1           Acquisition agreement (3)

 3.1           Articles of Incorporation (1)

 3.2           Amendment to Articles of Incorporation(1)

 3.4           By-Laws(1)

 4.1           Form of Common Stock Certificate(2)

 4.2           Subscription Agreement of Rene Dervaes(3)

 5.1           Opinion of Kenneth G. Eade, Attorney at Law (including  consent)(2)

 6.1           Specimen of Stock Certificate(2)

10.1           EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN(4)

23.1           Consent of Independent Accountant(2)

23.2           Consent of Kenneth G. Eade(filed as part of Exhibit   5.1)(2)

98.1           Subscription Agreement of Rene Dervaes(3)
---------------
</TABLE>
(1)  Incorporated herein by reference to the Company's Registration Statement on
     Form 10-SB.
(2)  Incorporated herein by reference to the Company's Registration Statement on
     Form SB-2.
(3)  Incorporated  herein by reference to the Company's 8-K current report filed
     with the SEC on December 18, 2000.
(4)  Incorporated herein by reference to the Company's Registration Statement on
     Form S-8.


     (b) The Company  filed a Form 8-K on December 18, 2000 with the  Securities
and Exchange  Commission to disclose the  consummation of a Reverse  Acquisition
and Reorganization of such date.




<PAGE>


                                   SIGNATURES
                                   ----------

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                               RUSSIAN IMPORTS.COM
                                  (Registrant)


April 14, 2001             /s/  A. Rene Dervaes, Jr.
                         --------------------------------
                     By: A. Rene Dervaes, Jr,   President, CEO and Sole Director

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.


     Date                   Signature                      Title
     ----                   ---------                       -----

April 14, 2001      /s/  A. Rene Dervaes, Jr.
                   ---------------------------
                  By: A. Rene Dervaes, Jr           President and Sole Director