SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                  Annual Report Pursuant to Section 13 or 15(d)
                   of the Securities and Exchange Act of 1934

For the fiscal year ended December 31, 2001

Commission File Number 333-38968

                            DIGITAL CAPITAL.COM, INC.
                 ----------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

      Delaware                                       98-0221256
------------------------                      -------------------------
(State of Incorporation)                    (IRS Identification Number)

                          38253 View Place, PO Box 1229
                       Squamish, British Columbia, Canada
                  ---------------------------------------------
                    (Address of principal executive offices)

                                 (604) 892-1032
                ------------------------------------------------
                (Issuer's telephone number, including area code)

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

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

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

        Check if there is no disclosure of delinquent filers in response to Item
  405 of Regulation S-B is not 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.

     State issuer's revenues for its most recent fiscal year. 0

     The aggregate  market value of the voting stock held by  non-affiliates  of
the registrant is $10.

     As of December 31. 2001 there were 2,500,000  shares of the issuer's common
stock, $.0001 par value per share, issued and outstanding.


<PAGE>

                            DIGITAL CAPITAL.COM, INC.
                                     10-KSB
                                December 31, 2001
                                     PART I

Item 1.  DESCRIPTION OF BUSINESS

     DIGITAL  CAPITAL.COM,  INC.  was  organized  under the laws of the State of
Delaware  on December 3, 1999.  Digital  Capital.Com  was formed as a vehicle to
pursue a Business Combination.  Since inception, the primary activity of Digital
Capital.Com  has been  directed to  organizational  efforts,  obtaining  initial
financing, and efforts intended to identify possible Business Combinations.

     Digital  Capital.Com's  initial  public  offering is comprised of 1,000,000
units,  each composed of one share of common stock and two common stock purchase
warrants, at purchase price of $.05 per share.

     Digital  Capital.Com was organized for the purposes of creating a corporate
vehicle to seek,  investigate and, if such investigation  warrants,  engaging in
business combinations presented to it by persons or firms who or which desire to
employ  Digital  Capital.Com's  funds in their business or to seek the perceived
advantages  of  publicly-held   corporation.   Digital  Capital.Com's  principal
business  objective  is  to  seek  long-term  growth  potential  in  a  business
combination venture rather than to seek immediate,  short-term earnings. Digital
Capital.Com has not restricted its search to any specific business,  industry or
geographical location.

     Digital  Capital.Com  has 18  months  from  its  date of  effectiveness  to
consummate  a business  combination,  including  the filing of a  post-effective
amendment and shareholder  reconfirmation  offering.  If a consummated  business
combination  has not occurred by the date 18 months after the effective  date of
the initial registration  statement,  the funds held in escrow shall be returned
by first class mail to the  purchasers  within five (5) business days  following
that date.

     Digital  Capital.Com does not currently  engage in any business  activities
which  provide  any cash  flow.  The costs of  identifying,  investigating,  and
analyzing merger  candidates are being paid with money in Digital  Capital.Com's
treasury.  Persons who purchase  units in Digital  Capital.Com's  initial public
offering and other  shareholders have not had much opportunity to participate in
any of these decisions.  Digital  Capital.Com's  proposed  business is sometimes
referred  to  as  a  "blank  check"  company  because  investors  entrust  their
investment monies to Digital Capital.Com's  management before they have a chance
to analyze any ultimate use to which their money may be put.  Substantially  all
of Digital  Capital.Com's  initial  public  offering are intended to be utilized
generally  to effect a business  combination.  Rule 419 states that  prospective
investors who invest in Digital Capital.Com will have an opportunity to evaluate
the specific merits or risks of only the business combination management decides
to enter into.


                                        1

<PAGE>



     Although Digital  Capital.Com is subject to regulation under the Securities
Act of 1933 and the Securities Exchange Act of 1934, management believes Digital
Capital.Com  is not subject to regulation  under the  Investment  Company Act of
1940.  The regulatory  scope of the Investment  Company Act of 1940, as amended,
was  enacted  principally  for the  purpose of  regulatory  vehicles  for pooled
investments  in  securities,  extends  generally to  companies  primarily in the
business of investing,  reinvesting,  owning, holding or trading securities. The
Investment  Company  Act may,  however,  also be  deemed to be  applicable  to a
company which does not intend to be characterized  as an investment  company but
which, nevertheless,  engages in activities which may be deemed to be within the
definition  of the scope of certain  provisions of the  Investment  Company Act.
Digital Capital.Com  believes that its principle  activities will not subject it
to regulation under the Investment  Company Act.  Nevertheless,  there can be no
assurances  that  Digital  Capital.Com  will not be deemed  to be an  Investment
Company. In the event Digital Capital.Com is deemed to be an Investment Company,
Digital Capital.Com may be subject to certain  restrictions  relating to Digital
Capital.Com's   activities,   including   restrictions  on  the  nature  of  its
investments and the issuance of securities.  Digital Capital.Com has obtained no
formal  determination  from the  Securities  and Exchange  Commission  as to the
status of Digital Capital.Com under the Investment Company Act of 1940.


     Digital Capital.Com presently has no employees.


Item 2.  PROPERTIES

     Digital  Capital.Com  is  presently  using the offices of its  president of
without charge.

     Digital Capital.Com currently owns no equipment, and does not intend to own
any prior to engaging in a business combination.

Item 3.  LEGAL PROCEEDINGS

     Digital Capital.Com is not presently a party to any litigation, nor, to the
knowledge  of  management,   is  any  litigation   threatened   against  Digital
Capital.Com which may materially affect Digital Capital.Com.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     There were no  shareholders  meetings in the fourth  quarter of this fiscal
year.


Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
        STOCKHOLDER MATTERS

     There is no established  public  trading  market for Digital  Capital.Com's
common shares.  As of September 13, 2002,  there were 2,500,000 shares of common
stock outstanding.  The par value per share is $.0001.  Digital  Capital.Com has
not paid any  dividends  on its  common  stock in the past,  nor does it foresee
paying  dividends in the near future.  Pursuant to its initial public  offering,
Digital  Capital.Com is offering  1,000,000  units,  each unit consisting of one
share of common stock and two common stock purchase warrants, at $.05 per unit.


                                        2

<PAGE>


Item 6.  PLAN OF OPERATION

     Digital  Capital.Com does not currently  engage in any business  activities
which  provide  any cash  flow.  The costs of  identifying,  investigating,  and
analyzing   business   combinations   are  being  paid  with  money  in  Digital
Capital.Com's   treasury,   and  not  with   proceeds   received   from  Digital
Capital.Com's initial public offering.

     Digital  Capital.Com  may seek a business  combination in the form of firms
which have recently commenced  operations,  are developing  companies in need of
additional  funds for  expansion  into new  products or markets,  are seeking to
develop a new product or service,  or are  established  businesses  which may be
experiencing  financial or operating  difficulties and are in need of additional
capital. A business  combination may involve the acquisition of, or merger with,
a company which does not need substantial  additional  capital but which desires
to establish a public trading market for its shares,  while avoiding what it may
deem to be adverse consequences of undertaking a public offering itself, such as
time delays,  significant  expense,  loss of voting control and compliance  with
various Federal and State securities laws.

     Digital  Capital.Com  will not  acquire a target  business  unless the fair
value of the target business represents 80% of the maximum offering proceeds. To
determine  the fair market  value of a target  business,  Digital  Capital.Com's
management will examine the certified  financial  statements  (including balance
sheets and  statements of cash flow and  stockholders'  equity) of any candidate
and will participate in a personal inspection of any potential target business.

     In the event the proceeds of this offering are not  sufficient to enable us
successfully to fund a business  combination,  we may seek additional financing.
At this time, we believe that the proceeds of this offering and the  possibility
for additional funding through warrant exercise will be sufficient and therefore
do not expect to issue any additional securities before we consummate a business
combination.  However, we may issue additional securities, incur debt or procure
other types of  financing if needed.  We have not entered  into any  agreements,
plans or proposals for such  financing and at present have no plans to do so. We
will not use the escrowed funds as collateral or security for any loan. Further,
the escrowed  funds will not be used to pay back any loan  incurred by us. If we
require  additional  financing,  there is no guarantee  that  financing  will be
available to us or, if  available,  that such  financing  will be on  acceptable
terms.

..

                                            3

<PAGE>

ITEM 7.  CONTROLS AND PROCEDURES

     On December 1, 2002, our Company's  management  concluded its evaluation of
the  effectiveness  of the  design and  operation  of the  Company's  disclosure
controls  and  procedures.  As of  the  Evaluation  Date,  the  Company's  Chief
Executive  Officer and its Chief  Financial  Officer  concluded that the Company
maintains  disclosure  controls and  procedures  that are effective in providing
reasonable  assurance that information required to be disclosed in the Company's
reports under the Securities Act of 1934 (Exchange Act) is recorded,  processed,
summarized and reported within the time periods specified in the SEC's rules and
forms,  and  that  such  information  is  accumulated  and  communicated  to the
Company's  management,  including  its  Chief  Executive  Officer  and its Chief
Financial Officer, as appropriate,  to allow timely decisions regarding required
disclosure.  The  Company's  management  necessarily  applied  its  judgment  in
assessing  the costs and benefits of such  controls and  procedures,  which,  by
their  nature,  can provide only  reasonable  assurance  regarding  management's
control  objectives.  There have been no  significant  changes in the  Company's
internal  controls or in other  factors  that could  significantly  affect these
controls subsequent to the Evaluation Date.


<PAGE>




                             DIGITAL CAPITAL.COM CORP.

                        ( A development stage company)

INDEX TO FINANCIAL STATEMENTS

                                                                     Page

REPORT OF INDEPENDENT AUDITORS                                        F-2

FINANCIAL STATEMENTS

        Balance Sheets                                                F-3

        Statements of Operations                                      F-4

        Statement of Changes
        in Stockholder's Equity                                       F-5

        Statements of Cash Flows                                      F-6

        NOTES TO FINANCIAL STATEMENTS                     F-7 Through F-10

                                       F-1



<PAGE>



                      REPORT OF INDEPENDENT AUDITOR



To The Board of Directors and Shareholders
of Digital Capital.com, Inc. (a development stage company)

     I have audited the accompanying balance sheet of Digital Capital.com,  Inc.
(a development  stage company) as December 31, 2001, and the related  statements
of operations,  changes in stockholders'  equity,  and cash flows for the period
from inception, March 22, 2000, through December 31, 2000 and for the year ended
December 31, 2001.  These  financial  statements are the  responsibility  of the
Company's  management.  My  responsibility  is to  express  an  opinion on these
financial statements based on my audit.

     I  conducted  my audit  in  accordance  with  generally  accepted  auditing
standards.  Those standards  require that I 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  and   significant   estimates  made  by
management,  as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.

     In my opinion,  the financial  statements referred to above present fairly,
in all material respects, the financial position of Digital Capital.com, Inc. (a
development  stage company) as of December 31, 2001, and the related  statements
of operations,  changes in stockholders'  equity,  and cash flows for the period
from inception, March 21, 2000, through December 31, 2000 and for the year ended
December 31, 2001 in conformity with generally accepted accounting principles.

     The  accompanying  financial  statements  have been prepared  assuming that
Digital Capital.com, Inc. (a development stage company) will continue as a going
concern. As more fully described in Note 2, the Company is a blank check company
that is dependent upon the success of management to successfully complete a self
underwriting  and  locate  and  acquire a business  and may  require  additional
capital  to  enter  into  any  business  combination.   These  conditions  raise
substantial  doubt about the Company's  ability to continue as a going  concern.
Management's  plans as to these  matters are  described in Note 2. The financial
statements do not include any adjustments to reflect the possible effects on the
recoverability and  classification of assets or the amounts and  classifications
of  liabilities  that  may  result  from  the  possible   inability  of  Digital
Capital.com, Inc. (a development stage company) to continue as a going concern.



                                /s/Thomas Monahan
                                ----------------------------
                                 THOMAS MONAHAN
                                Certified Public Accountant

Paterson, New Jersey
June 25, 2002

                                       F-2

<PAGE>




                           DIGITAL CAPITAL.COM, INC.
                         (A development stage company)
                                  BALANCE SHEET

                                                     December 31,
                                                          2001

                                                     -----------

ASSETS

Current assets
 Cash                                                  $     812
                                                          ------
 Total current assets                                        812


    Total                                             $      812
                                                      ==========



LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Commitments and contingencies                         $     -0-



STOCKHOLDERS' EQUITY

 Preferred stock, $.001 par value;
  5,000,000 shares authorized;
  -0- shares issued and outstanding

 Common stock, $.001 par value;
 50,000,000 shares authorized;
 As of December 31,
 2001 there were 2,500,000 shares
 issued and outstanding                               $    2,500

 Additional paid-in capital                               22,500

 Deficit accumulated during the
 development stage                                       (24,188)
                                                      -----------
    Total stockholders equity                         $      812
                                                      -----------
    TOTAL LIABILITIES AND
       STOCKHOLDERS' EQUITY                           $      812
                                                      ===========


                       See notes to financial statements.

                                       F-3



<PAGE>

<TABLE>


                           DIGITAL CAPITAL.COM, INC.
                         (A development stage company)
                             STATEMENT OF OPERATIONS
<CAPTION>
                                                             For the period
                              For the     For the period     from inception
                             Year ended   from inception,    March 22, 2000
                             December 31, March 22, 2000     to December 31,
                               2001       to December 31,         2001
                                              2000
                           ------------    --------------    -------------
<S>                        <C>             <C>               <C>

Income                        $ -0-         $   0          $   -0-

Costs of goods sold             -0-             0              -0-
                               ------         ------          ------

Gross profit                    -0-             0              -0-

Operations:

General and administrative     7,568          16,620         24,188

Amortization                     -0-            -0-            -0-
                               -------         -------       ------
Total costs                    7,568          16,620         24,188



Net profit (loss)          $  (7,568)      $ (16,620)     $ (24,188)
                            =========         =======      ========



PER SHARE AMOUNTS:
 Net profit (loss) per common
  share outstanding basic      $(.00)       $  (0.01)
                              =======          ======
SHARES OF COMMON STOCK
 OUTSTANDING                2,500,000        2,500,000
                           ==========        =========


</TABLE>
                     See notes to financial statements.


                                       F-4


<PAGE>
<TABLE>

                           DIGITAL CAPITAL.COM, INC.
                         (A development stage company)
                             STATEMENT OF CASH FLOWS
<CAPTION>


                                                            For the period
                            For the       For the period     from inception
                          Year ended      from inception,    March 22, 2000
                          December 31,    March 22, 2000     to December 31,
                              2001         to December 31,      2001
                                              2000
                          ------------     --------------  ---------------
<S>                       <C>              <C>             <C>



CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                        $(7,568)      $ (16,620)      $  (24,188)
 Item not affecting cash flow
  from operations:
   Amortization                     -0-             -0-              -0-


                                 ---------       --------         -------
NET CASH USED IN OPERATING
  ACTIVITIES                       (7,568)       (16,620)      $  (24,188)

CASH USED IN INVESTING ACTIVITIES     -0-           -0-             -0-

CASH FLOWS FROM FINANCING ACTIVITY:
 Sales of common stock                            25,000           25,000
                                                 ---------        --------
TOTAL CASH FLOWS FROM
   FINANCING ACTIVITIES                           25,000           25,000

Increase (decrease) in cash         (7,568)        8,380              812
Cash balance beginning of period     8,380           -0-              -0-
                                   ---------      -------          ------
CASH, end of period                  $ 812      $  8,380        $     812
                                   =========       ======           ======

SUPPLEMENTAL DISCLOSURE OF
  CASH FLOW INFORMATION:
 Cash paid for interest           $     -         $  -           $    -
 Cash paid for income taxes       $     -         $  -           $    -


</TABLE>

                     See notes to financial statements.



                                       F-5


<PAGE>

<TABLE>

                          DIGITAL CAPITAL.COM, INC.
                         (A development stage company)
                        STATEMENT OF STOCKHOLDERS' EQUITY


<CAPTION>

                                                                             Deficit
                                                                           accumulated
                                                              Additional     during
                   Preferred   Preferred    Common    Common    paid in    development
                     stock       stock       stock     stock    capital       stage         Total
                    (shares)      ($)      (shares)     ($)      ($)          ($)            ($)
-----------------------------------------------------------------------------------------------------
<S>                <C>          <C>         <C>       <C>      <C>           <C>             <C>




Sale of 2,500,000
shares of
common stock              0      $    0    2,500,000   $  2,500    $ 22,500               $ 25,000

Net profit (loss)                                                              $ (16,620)  (16,620)
------------------------------------------------------------------------------------------------------
Balance
December 31, 2000        0      $    0    2,500,000   $  2,500    $ 22,500     $(16,620) $  8,380

Net loss                                                                        (  7,568)  (7,568)
-----------------------------------------------------------------------------------------------------
December 31, 2001        0      $    0    2,500,000   $  2,500    $ 22,500      $(24,188) $    812



</TABLE>

                     See notes to financial statements.


                                       F-6

<PAGE>


                            DIGITAL CAPITAL.COM, INC.
                          (A development stage company)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001


NOTE 1 ORGANIZATION AND DESCRIPTION OF THE COMPANY

     Digital  Capital.com,  Inc. (the  "Company"),  was organized in Delaware on
March 22, 2000 and is  authorized  to issue  50,000,000  shares of common stock,
$0.001 par value each and 5,000,000 shares of preferred stock,  $0.001 par value
each.

     The Company is a "blank check" company which plans to search for a suitable
business to merge with or acquire. Operations since incorporation have consisted
primarily  of  obtaining  capital  contributions  by the  initial  investor  and
activities  regarding the  registration  of the offering with the Securities and
Exchange Commission.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

     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.  The  Company is a blank  check
company  that is  dependent  upon the  success  of  management  to  successfully
complete a self underwriting and locate a potential  business to acquire and may
require  additional  capital  to enter  into  any  business  combination.  These
conditions raise  substantial doubt about the Company's ability to continue as a
going  concern.  The Company is dependent upon its ability to have positive cash
flows from  operations to sustain any business  activity.  The Company's  future
capital requirements will depend on numerous factors including,  but not limited
to, continued progress in completing its self underwritten  offering,  finding a
business  to  acquire,  completing  the  process of  acquiring  a  business  and
obtaining  the  needed  investment  capital  and  working  capital  to engage in
profitable operations.  The Company plans to engage in such financing efforts on
a continuing basis.

     The  financial  statements  presented  consist of the balance  sheet of the
Company as at December 31, 2001 and the related  statements  of  operations  and
cash flows and  stockholders'  equity for the year ended  December  31, 2000 and
2001.

Fiscal Year

    The fiscal year of the Company is the calendar year.

Offering Costs

     Deferred  offering costs,  incurred in anticipation of the Company filing a
registration statement pursuant to Rule 419 under the Securities Act of 1933, as
amended, are being charged to expense as incurred.

Organization Costs, Net

     Organization costs are being charged to operations.


                                       F-7





<PAGE>


Income Taxes

     The Company  accounts for income taxes in accordance  with the Statement of
Financial  Accounting  Standards No. 109,  "Accounting  for Income Taxes," which
requires the  recognition  of deferred tax  liabilities  and assets at currently
enacted tax rates for the expected  future tax  consequences of events that have
been included in the financial  statements or tax returns. A valuation allowance
is  recognized  to reduce the net  deferred  tax asset to an amount that is more
likely than not to be  realized.  The tax  provision  shown on the  accompanying
statement of operations is zero since the deferred tax asset  generated from the
net  operating  loss is offset in its entirety by a valuation  allowance.  State
minimum taxes will be expensed as incurred.

Cash and Cash Equivalents

     Cash  and  cash  equivalents,  if  any,  include  all  highly  liquid  debt
instruments  with an original  maturity  of three  months or less at the date of
purchase.

Fair Value of Financial Instruments

     Cash,  accounts  payable and other current  liabilities are recorded in the
financial  statements at cost, which  approximates  fair market value because of
the short-term maturity of those instruments.

Use of Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  effect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Significant Concentration of Credit Risk

     At December 31, 2001, the Company has a concentration of its credit risk by
maintaining deposits in one bank. The maximum loss that could have resulted from
this risk totaled $-0- which  represents  the excess of the deposit  liabilities
reported  by the banks over the  amounts  that  would  have been  covered by the
insurance.

NOTE 3 STOCKHOLDERS' EQUITY

Common Stock

     For the period from  inception,  March 22, 2000, to December 31, 2001,  the
Company sold an aggregate of 2,500,000  shares of common stock to its  president
for an aggregate consideration of $25,000 or $0.01 per share.


Preferred Stock

     Up to 5,000,000  shares of preferred  stock may be issued from time to time
in one or more  series.  The  Company's  board  of  directors,  without  further
stockholder  approval,  is  authorized  to fix the  dividend  rights  and terms,
conversion rights, voting rights, redemption rights, liquidation preferences and
other  rights  and  restrictions  relating  to any  such  series.  Issuances  of
additional shares of preferred stock, while providing  flexibility in connection
with possible  financings,  acquisitions  and other corporate  purposes,  could,
among other  things  adversely  affect the voting  power of the holders of other
securities  and may, under certain  circumstances,  have the effect of deterring
hostile takeovers or delaying changes in control or management.


                                       F-8
<PAGE>
     The number of shares of preferred stock outstanding at December 31, 2001 is
-0-.


NOTE 4 RULE 419 REQUIREMENTS

     Rule 419 requires  that  offering  proceeds be deposited  into an escrow or
trust account (the "Deposited Funds" and "Deposited  Securities",  respectively)
governed by an agreement which contains  certain terms and provisions  specified
by that rule.  The Company may  receive  10% of the  escrowed  funds for working
capital.  The remaining  Deposited  Funds and the Deposited  Securities  will be
released  to the  Company  and to the  investors,  respectively,  only after the
Company has met the following three basic  conditions.  First,  the Company must
execute an agreement for an acquisition  meeting  certain  prescribed  criteria.
Second,  the Company must file a  post-effective  amendment to its  registration
statement which includes the terms of a  reconfirmation  offer that must contain
conditions  prescribed  by Rule  419.  The  post-effective  amendment  must also
contain  information  regarding  the  acquisition  candidate  and its  business,
including  audited  financial  statements.  The  agreement  must  include,  as a
condition  precedent  to its  consummation,  a  requirement  that the  number of
investors who  contributed  at least 80% of the offering  proceeds must elect to
reconfirm their investments.  Third, the Company must conduct the reconfirmation
offer and satisfy all of the prescribed conditions. The post-effective amendment
must also include the terms of the  reconfirmation  offer  mandated by Rule 419.
After the Company submits a signed  representation  to the escrow agent that the
requirements of Rule 419 have been met and after the acquisition is consummated,
the escrow  agent can  release the  Deposited  Funds and  Deposited  Securities.
Investors who do not reconfirm  their  investments  will receive the return of a
pro rata portion thereof; and in the event investors  representing less than 80%
of the Deposited Funds reconfirm their investments,  the Deposited Funds will be
returned to all the investors on a pro rata basis.

NOTE 5 GAIN (LOSS) PER SHARE OF COMMON STOCK

     Net gain  (loss)  per share of common  stock  outstanding,  as shown on the
statement of  operations,  is based on the number of shares  outstanding at each
balance sheet date.  Weighted average shares  outstanding was not computed since
it would not be meaningful in the circumstances, as all shares issued during the
period from  incorporation  through  December 31, 2001 were for initial capital.
Therefore,  the total shares outstanding at the end of each period was deemed to
be the most relevant number of shares to use for purposes of this disclosure.

     For future periods,  the Company will utilize the treasury stock method for
computing  earnings  per share,  and will compute a weighted  average  number of
shares   outstanding  once  additional   shares  of  stock  are  issued  to  new
stockholders.   Under  the  treasury  stock  method,   the  dilutive  effect  of
outstanding  stock  options and other  convertible  securities  for  determining
primary earnings per share is computed using the average market price during the
fiscal  period,  whereas the dilutive  effect of  outstanding  stock options and
convertible  securities  for  determining  fully  diluted  earnings per share is
computed using the market price as of the end of the fiscal  period,  if greater
than the average market price.

                                       F-9


<PAGE>


NOTE 6 RELATED PARTY TRANSACTIONS

Office Facilities

     Rental of office space and use of office,  computer and  telecommunications
equipment are provided by the President of the Company on a rent free basis.





NOTE 7 PUBLIC OFFERING

     The Company is offering, on a "best efforts all-or-none basis" will consist
of 1,000,000  units at $.05 per unit or an aggregate  offering price of $50,000.
Each unit will consist of one share of common stock and five  redeemable  common
stock purchase  warrants.  Each warrant is exercisable  into one share of common
stock  for a period  of two  years  from the  effective  date of a  registration
statement  relating to the underlying shares of common stock, the "A" Warrant at
$1.00 and a "B" Warrant at $2.50.

     As of December 31, 2001, no units have been sold.


                                     F-10



<PAGE>


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

     Not Applicable.

                                    PART III

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

     The  officers  and  directors  for the period of this  report  for  Digital
Capital.Com, and further information concerning them are as follows:

Name                               Age                   Position
------------------                 ---                  --------------------
Shawn Pedersen *                    36                    President, Treasurer
38253 View Place                                          and a Director
PO Box 1229
Squamish,
British Columbia V0N 3G0
Canada

Enzo Milia                          35                    Secretary and a
P.O. Box 3534                                             Director
1022 Wenda Place
Garibaldi, Highlands
British Columbia V0N 1T0
Canada

*   May be deemed our "Promoter" as that term is defined under the Securities
    Act.


     Mr. Shawn Pederson,  our former  president and director,  held office since
our inception on March 22, 2000 and resigned his position as of January 1, 2002.
Mr. Greg Kennedy has replaced Mr. Pederson by joining our board of directors and
becoming our president as of January 1, 2002.

     Shawn  Pedersen is currently a partner in Sea to Sky Ford Sales Ltd. and is
responsible  for a staff of 24 employees.  From 1981 to 1996,  Mr.  Pedersen was
employed at the Zephyr Automotive Group, one of the largest automotive groups in
British Columbia,  Canada. Mr. Pedersen  progressed from billing clerk,  service
writer,  special  projects  manager,  controller,  to  general  manager  of that
company.

     Mr.  Pedersen  graduated  from the  University  of British  Columbia with a
Bachelor in Physical  Education,  and a minor in  Business  Administration.  Mr.
Pedersen has also  completed the third year of a Certified  General  Accountants
Program.

     Enzo Milia served as Director of  Operations,  Vice President and President
for Trend Colleges  Canada Ltd. from 1986 to 1997. Mr. Milia was responsible for
the overall  financial  management of Trend  Colleges which has an enrollment of
1,000 students.  Mr. Milia presently serves as controller/partner for Sea to Sky
Ford Sales Ltd. Mr. Milia has completed  the fifth level of a Certified  General
Accountants  Program,  along  with a diploma  in  computer  accounting  from MTC
College of Business.  Mr. Milla does not have an  employment  contract  with our
company.  We pay him no  remuneration.  We have awarded him no stock.  While Mr.
Milla  presently  owns no stock in our company,  he intends to purchase stock in
this  offering.  Mr. Milla has decided to serve as our  secretary and one of our
directors  both to provide us with his  expertise  and to gain  experience  with
blank check companies.



Item 10.  EXECUTIVE COMPENSATION

     No officer  or  director  of  Digital  Capital.Com  has  received  any cash
remuneration since Digital Capital.Com's inception, and none received or accrued
any  remuneration  from Digital  Capital.Com  at the  completion  of the initial
public  offering.  No remuneration of any nature has been paid for or on account
of services  rendered by a director in such None of the officers  and  directors
intends to devote  more than  twenty  hours per month to  Digital  Capital.Com's
affairs.

                                       -9-



Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT


Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     There are no relationships  or transactions  required to be disclosed under
this Item.

Item 13.  EXHIBITS AND REPORTS ON FORM 8-K

     A  registration  statement  on Form 8-K was filed on  January  12,  2003 to
reflect a change in our president and director.  Mr. Shawn Pederson,  our former
president  and  director,  held office since our inception on March 22, 2000 and
resigned his  position as of January 1, 2002.  Mr. Greg Kennedy has replaced Mr.
Pederson by joining our board of  directors  and  becoming  our  president as of
January 1, 2002.


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, as amended,  the Registrant has duly caused this report to
be signed on it behalf by the undersigned, thereunto duly authorized.




/s/Greg Kennedy
--------------------------                      Dated: January 11, 2003
Greg Kennedy
President, Chief Financial Officer,
Director

/s/Enzo Milia
--------------------------                      Dated: January 11, 2003
Enzo Milia
Secretary, Director