SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549

                                 Form 10-K

           (Mark One)

         [X]      ANNUAL  REPORT  UNDER  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 Quarter ended September 30, 2000

                         Commission File No 1-15613
                                            -------

                            RICH HOLDINGS GROUP, INC.
                           --------------------------
             (Exact name of registrant as specified in its charter)

       Nevada                                              13-4025362
------------------------                                -----------------
(State or other jurisdiction                        (IRS Employer ID Number)
of incorporation or organization)

               515 Madison Avenue, 21st Floor, New York, NY 10022
               ---------------------------------------------------
                    (Address of principal executive offices)

                                 (212) 355-3932
                                 --------------
                           (Issuer's Telephone Number)

                                       N/A
 -------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last report

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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_X_    No_____

As of December 31, 2001,  the issuer had 2,260,000 shares of common  stock,  par
value $.0001 per share issued and outstanding.

                                       -1-
<PAGE>

As of the date hereof,  the Company has not made any  arrangements or definitive
agreements to use outside  advisors or consultants  or to raise any capital.  In
the event the Company  does need to raise  capital,  most likely the only method
available to the Company would be to private sale of its securities.  Because of
the nature of the Company as a development stage company, it is unlikely that it
could make a public sale of securities or be able to borrow any  significant sum
from either a commercial or private  lender.  There can be no assurance that the
Company will be able to obtain  additional  funding when and if needed,  or that
such funding, if available, can be obtained on terms acceptable to the Company.

         The Company  does not intend to use any  employees,  with the  possible
exception of  part-time  clerical  assistance  on an  as-needed  basis.  Outside
advisors or  consultants  will be used only if they can be obtained  for minimal
cost or on a deferred  payment  basis.  Management is convinced  that it will be
able to  operate  in  this  manner  and to  continue  its  search  for  business
opportunities during the next twelve months.

Forward-Looking Statements

         This Form  10-K  includes  "forward-looking  statements"  within  the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the Securities  Exchange Act of 1934, as amended.  All statements,  other
than  statements of historical  facts,  included or incorporated by reference in
this Form 10-K 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),
finding suitable merger or acquisition  candidates,  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 analysis 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-K  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.


                                      -2-
<PAGE>


                                     PART II


Item 6.  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:

Exhibit No.       Description

3(i).1            Articles of Incorporation of Rich Holdings Group, Inc. (1)

3(ii).1           By-Laws of Rich Holdings Group, Inc. (1)

27.1              Financial data Schedule *
-----------

(1) Incorporates by referenced from the Form 10-SB filed by the Company on
    January 11, 2000.
*   Filed herewith


         (b)      No  Reports on Form 8-K were filed  during the  quarter  ended
                  December 31, 2000.

                                      -3-
<PAGE>

SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Dated ____________

                                        Rich Holdings Group, Inc.


                                        By:/s/ John R. Rice
                                        --------------------------------------
                                        John R. Rich, III, President, Director


                                        /s/ John F. Beasty
                                        --------------------------------------
                                        John F. Beasty, Secretary, Director







                                      -4-
<PAGE>




                            RICH HOLDINGS GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

Dated: March 24, 2001


<PAGE>



                             RICH HOLDINGS GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                DECEMBER 31, 2000

                                   I N D E X

                                                                Page No.

INDEPENDENT AUDITORS' REPORT                                        2


BALANCE SHEET

     December 31, 2000                                              3


STATEMENT OF OPERATIONS

     For the Period April 19, 2000 (Date of Inception)
         through December 31, 2000                                  4


STATEMENT STOCKHOLDERS' DEICIENCY

     For the Period April 19, 2000 (Date of Inception)
         through December 31, 2000                                  5


STATEMENT OF CASH FLOWS

     For the Period April 19, 2000 (Date of Inception)
         through December 31, 2000                                  6


NOTES TO FINANCIAL STATEMENTS                                       7



                                       1
<PAGE>



BRANCH OFFICE                                                   TEL 212-840-2595
20 LEBANON ROAD                                                 FAX 212-840-7239
SCARSDALE, NY 10583-7122                                         www.lwccpa.com
914-723-3376

                         Livingston, Wachtell & Co., LLP
                          certified public accountants
                           1140 avenue of the americas
                            new york, ny 10036-5803

LEONARD L. EIGER, C.P.A.                   JAY J. LIVINGSTON, C.P.A. (1919-1972)
SAM BECKER, C.P.A.                         THEODORE WACHTELL, C.P.A. (1919-1966)
IRA E. COHEN, C.P.A.                      HERBERT H. REYBURN, C.P.A. (1934-1985)
JAMES R. GRIMALDI, C.P.A.                   IRVING ZUCKERMAN, C.P.A. (1965-1985)
LAWRENCE GOLDMAN, C.P.A.







Board of Directors and Stockholders
Rich Holdings Group, Inc.
(A Development Stage Company)
New York, N.Y.


                          INDEPENDENT AUDITORS' REPORT

We have audited the accompanying  balance sheet of Rich Holdings Group,  Inc., a
development stage company, as of December 31, 2000 and the related statements of
operations and stockholders'  deficiency and cash flows for the period April 19,
2000 (date of 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 our audit.

We conducted our audit in accordance with generally accepted auditing standards.
These 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 presents fairly, in
all material respects, the financial position of Rich Holdings Group, Inc. as of
December 31, 2000,  and the results of its operations and its cash flows for the
period  April 19,  2000  (date of  inception)  through  December  31,  2000,  in
conformity with generally accepted accounting principles.

/s/ Livingston Wachtell & Co., LLP
---------------------------------
Livingston Wachtell & Co., LLP

New York, New York
March 24, 2001



                                       2
<PAGE>



                            RICH HOLDINGS GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                  BALANCE SHEET

                                DECEMBER 31, 2000
<TABLE>
<CAPTION>

                                     ASSETS
                                     ------
CURRENT ASSETS

<S>                                                                                                          <C>
      Cash                                                                                                   $    767
                                                                                                             --------



              TOTAL ASSETS                                                                                   $    767
                                                                                                             ========



                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                    ---------------------------------------
CURRENT LIABILITIES

      Accounts Payable and Accrued Expenses                                                                  $  9,448
                                                                                                             --------

              TOTAL LIABILITIES                                                                                 9,448
                                                                                                             --------


STOCKHOLDERS' DEFICIENCY

      Common Stock  - $0.0001 Par Value,
         20,000,000 Shares Authorized,
         2,260,000 Shares Issued and Outstanding                                                                  226
      Additional Paid-in Capital                                                                                2,034
      Deficit Accumulated During the Development Stage                                                         (8,922)
                                                                                                             --------

                                                                                                               (6,662)

      Stock Subscription Receivable                                                                            (2,019)
                                                                                                             --------

              TOTAL STOCKHOLDERS' DEFICIENCY                                                                   (8,681)
                                                                                                             --------

              TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                                 $    767
                                                                                                             ========


</TABLE>

                 The accompanying notes are an integral part of
                            the financial statements

                                       3
<PAGE>



                            RICH HOLDINGS GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                             STATEMENT OF OPERATIONS

                FOR THE PERIOD APRIL 19, 2000 (DATE OF INCEPTION)
                            THROUGH DECEMBER 31, 2000
<TABLE>
<CAPTION>

<S>                                                                                                   <C>
INCOME                                                                                                $      -

COST AND EXPENSES

     Selling and Administrative Expenses                                                                      (429)
                                                                                                      ------------


OPERATING LOSS                                                                                              (8,493)


PROVISION FOR INCOME TAXES                                                                                   -
                                                                                                      --------


NET LOSS                                                                                              $     (8,922)
                                                                                                      ============


Net Loss Per Share of Common Stock                                                                    $     (.0040)
                                                                                                      =============

Weighted Average  Number of  Common    Shares

Outstanding                                                                                              2,169,572
                                                                                                      ============



</TABLE>

                 The accompanying notes are an integral part of
                            the financial statements

                                       4
<PAGE>



                            RICH HOLDINGS GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                      STATEMENT OF STOCKHOLDERS' DEFICIENCY

                FOR THE PERIOD APRIL 19, 2000 (DATE OF INCEPTION)
                            THROUGH DECEMBER 31, 2000

<TABLE>
<CAPTION>

                                                                                                        DEFICIT
                                                                                                     ACCUMULATED
                                                       COMMON STOCK              ADDITIONAL           DURING THE
                                                     $.0001 PAR VALUE             PAID-IN            DEVELOPMENT
                                                  SHARES         AMOUNT           CAPITAL               STAGE
<S>                                               <C>           <C>             <C>                   <C>
Common Stock Issued for Cash -
     April 19, 2000                               600,000       $     60        $         540         $        (429)
     May 3, 2000                                1,660,000            166                1,494


Net Loss  for The Period -
     April 19, 2000 through
         December 31, 2000                            -             -                  -                     (8,493)
                                                ---------        -------        -------------         -------------

BALANCE - DECEMBER 31, 2000                     2,260,000        $   226        $       2,034         $      (8,922)
                                                =========        =======        =============         =============


</TABLE>

                 The accompanying notes are an integral part of
                            the financial statements

                                       5
<PAGE>



                            RICH HOLDINGS GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                             STATEMENT OF CASH FLOWS

                FOR THE PERIOD APRIL 19, 2000 (DATE OF INCEPTION)
                            THROUGH DECEMBER 31, 2000

CASH FLOWS FROM OPERATING ACTIVITIES

     Net Loss                                                $(8,493)
      Changes in Assets and Liabilities:
         Accounts Receivable                                  12,812
         Accounts Payable and Accrued Expenses                (3,552)
                                                            --------
              CASH PROVIDED BY OPERATING
              ACTIVITIES                                         767
                                                             -------
NET INCREASE IN CASH                                             767

CASH  - Beginning of Period                                        -
                                                             -------
CASH  - End of Period                                            767


                 The accompanying notes are an integral part of
                            the financial statements

                                       6
<PAGE>


                            RICH HOLDINGS GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2000

1.   THE COMPANY, MANAGEMENT DISCUSSION AND PLAN OF OPERATION

     On  April  19,  2000,  Rich  Holdings  Group,   Inc.  (the  "Company")  was
         incorporated  under the laws of the State of Nevada.  The  Company  may
         engage in any business  that is  permitted by the State of Nevada.  The
         majority  of  shareholders  voted on  February  10,  2000 to divide the
         company in to the following  business  sectors (i)  financial  services
         industry;  (ii) consumer products industry;  (iii) E-commerce industry;
         and,  (iv)  emerging  technology.  The  Company is  seeking  additional
         entities to acquire in order to complete its business plan.

      On April 21,  2000,  RC  Holding  Corp.,  a  Delaware  corporation  with a
         stockholders' deficiency of $188 was merged into the Company.  Accounts
         receivable of $12,812 and accounts  payable of $5,896 were  transferred
         into the Company as part of the merger.

     RESULTS OF OPERATIONS

     During the year ended  December  31,  2000,  the  Company has engaged in no
         significant  operations  other  than the  acquisition  of  capital  for
         general and administrative  expenses and registration of its securities
         under the  Securities  Exchange Act of 1934.  During this  period,  the
         Company  received no  operating  revenues.  General and  administrative
         expenses  consists  primarily of  professional  and consulting fees and
         rent expenses.

     The Company intends to seek to carry out its plan of business of seeking to
         complete a merger or business  acquisition  transaction.  The Company's
         existing  capital will not be  sufficient  to meet the  Company's  cash
         needs,  including  complying with its continuing  reporting  obligation
         under the  Securities  Exchange  Act of 1934.  Accordingly,  additional
         capital will be required.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     STATEMENT OF CASH FLOWS

     The Company  considers all highly liquid debt instruments  purchased with a
         maturity of three  months or less to be cash  equivalents.  No cash was
         paid for interest and taxes for the period ended December 31, 2000.

     START-UP COSTS

     The Company  adopted the provisions of the American  Institute of Certified
         Public Accountants' Statement of Position 98-5, "Reporting on the Costs
         of  Start-Up  Activities".  SOP  provides  guidance  on  the  financial
         reporting of start-up and organization costs and requires such costs to
         be expensed as incurred.

     The start-up costs consist principally of professional and consulting fees.



                                       7
<PAGE>




                            RICH HOLDINGS GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2000

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     NET LOSS PER COMMON SHARE

     The net loss per common  share is computed by dividing the net loss for the
         period by the weighted  average  number of shares  outstanding  for the
         period ended December 31, 2000.

     USE OF ESTIMATES

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

     INCOME TAXES

     The Company is currently in a  development  stage and has not yet commenced
         an active trade or business, therefore, the Company did not provide any
         current or deferred  federal or state  income tax  provision or benefit
         for any of the periods  presented  because to date, it has  experienced
         operating losses.  The Company has provided a full valuation  allowance
         on the net deferred tax asset,  consisting  primarily of net  operating
         loss carryforwards, because of uncertainty regarding its realizability

3.   COMMON STOCK

     The  Company is authorized to issue  20,000,000  shares of par value $.0001
          common stock. On April 19, 2000, 300,000 restricted shares were issued
          to  John  Rice  III,  President  for $ .001  per  share,  and  300,000
          restricted  shares were issued to Joseph  Ingrassia,  Secretary  for $
          .001 per share.

     On   May 3, 2000, 1,280,000 restricted shares were issued to John Rice III,
          President  and/or  affiliates  for  $  .001  per  share,  and  380,000
          restricted  shares were issued to Joseph  Ingrassia,  Secretary and/or
          affiliates for $ .001 per share.