UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                 For the quarterly period ended - March 31, 2001

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

               For the transition period from ________ to ________

                         Commission file number 0-31047


                                  Rim.Com Inc.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)


           Nevada                                       86-0995730
-------------------------------            ------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)


          7579 E. Main, Suite 600, Scottsdale, AZ                       85251
---------------------------------------------------------------       ---------
(Address of Principal executive offices) (as of date of filing)       (Zip Code)


                    Issuer's telephone number (480) 970-3336

     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 such filing requirements for the past 90 days. Yes [X] No [ ]

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

     Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by court. Yes [ ] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest practicable date:  4,734,171

     Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
<PAGE>
                                  RIM.COM INC.

                                  FORM 10-QSB

                  FOR THE QUARTERLY PERIOD ENDED March 31, 2001

                                                                            Page
                                                                            ----
PART I
      Item 1.  Financial Statements                                            1

      Item 2.  Management's Discussion and Analysis or Plan of Operation       8

PART II
      Item 1.  Legal Proceedings                                              11

      Item 2.  Changes in Securities                                         N/A

      Item 3.  Defaults Upon Senior Securities                               N/A

      Item 4.  Submission of Matter to a Vote of Security Holders            N/A

      Item 5.  Other Matters                                                 N/A

      Item 6.  Exhibits and Reports on Form 8-K                               11

SIGNATURES                                                                    13
<PAGE>
Item 1.  Financial Statements

                          RIM.COM, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                MARCH 31, 2001 (UNAUDITED) AND SEPTEMBER 30, 2000

                                     ASSETS

                                                  March 31,        September 30,
                                                    2001               2000
                                                  ---------         ---------
                                                 (Unaudited)
Assets:
Current Assets:
  Cash and cash equivalents                       $   8,182         $ 103,662
  Accounts receivable - trade, net                  334,911            71,463
  Inventory                                           2,250             2,250
                                                  ---------         ---------
        Total Current Assets                        345,343           177,375
                                                  ---------         ---------
Property and equipment
  Furniture and fixtures                              1,995             1,995
  Computer equipment                                 21,939            10,718
  Computer system                                   142,548            77,520
  Copying equipment                                     807               807
  Office equipment                                    7,134             7,134
                                                  ---------         ---------
                                                    174,423            98,174
  Less: accumulated depreciation                    (65,585)          (41,924)
                                                  ---------         ---------
                                                    108,838            56,250
                                                  ---------         ---------
Other Assets:
  Licenses, net                                      16,000            18,000
  Cash surrender value of life insurance, net         1,941             9,303
  Notes receivable - related party                   31,895            52,220
                                                  ---------         ---------
                                                     49,836            79,523
                                                  ---------         ---------

        Total Assets                              $ 504,017         $ 313,148
                                                  =========         =========

                                       1
<PAGE>
                          RIM.COM, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                MARCH 31, 2001 (UNAUDITED) AND SEPTEMBER 30, 2000

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


<TABLE>
<CAPTION>
                                                                  March 31,          September 30,
                                                                    2001                 2000
                                                                  ---------           ---------
                                                                 (Unaudited)
<S>                                                               <C>                 <C>
Current Liabilities:
  Notes Payable                                                   $  91,873           $  80,825
  Obligations under capital leases                                   36,245                  --
  Accounts payable
     -trade                                                         296,807             167,300
     -other                                                          61,168              45,000
  Accrued expenses                                                   87,872              28,601
  Deferred revenues                                                  31,804              22,823
                                                                  ---------           ---------
        Total Current Liabilities                                   605,769             344,549
Notes Payable                                                        20,030                  --
                                                                  ---------           ---------
        Total Liabilities                                           625,799             344,549
                                                                  ---------           ---------

Stockholders' Equity (Deficit):
  Preferred Stock - 10,000,000 shares authorized no
   shares issued or outstanding                                          --                  --
  Common Stock - $.001 par value; 20,000,000 shares authorized,
   4,734,171 shares outstanding at March 31, 2001; (unaudited)
   and September 30, 2000                                             4,734               4,734
  Additional Paid-in Capital                                        279,179             279,179
  Accumulated deficit                                              (405,695)           (315,314)
                                                                  ---------           ---------
        Total Stockholders' Equity                                 (121,782)            (31,401)
                                                                  ---------           ---------
        Total Liabilities and Stockholders' Equity                $ 504,017           $ 313,148
                                                                  =========           =========
</TABLE>
                                       2
<PAGE>
                          RIM.COM, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               SIX AND THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                        Six Months Ended March 31,    Three Months Ended March 31,
                                                        --------------------------    ----------------------------
                                                            2001           2000           2001             2000
                                                        -----------    -----------    -----------      -----------
                                                               (Unaudited)                   (Unaudited)
<S>                                                     <C>            <C>            <C>              <C>
Revenues:
  Services                                              $  546,644     $  323,231     $  333,239        $  185,821
  Products                                                 361,470             --        248,975                --
                                                        ----------     ----------     ----------        ----------
                                                           908,114        323,231        582,214           185,821
                                                        ----------     ----------     ----------        ----------
Cost of Revenues
  Services                                                 264,037        178,507        162,132           105,951
  Products                                                 316,403             --        227,985                --
                                                        ----------     ----------     ----------        ----------
                                                           580,440        178,507        390,117           105,951
                                                        ----------     ----------     ----------        ----------
Gross Profit                                               327,674        144,724        192,097            79,870
General and Administrative Expenses                        411,033        149,005        179,621            93,620
                                                        ----------     ----------     ----------        ----------
Income (Loss) from Operations                              (83,359)        (4,281)        12,476           (13,750)
                                                        ----------     ----------     ----------        ----------
Other Income/(Expense):
  Interest Income                                            2,267             --            805                --
  Interest Expense                                          (9,704)        (7,912)        (4,314)           (3,933)
  Other Income                                                 415             --             61                --
                                                        ----------     ----------     ----------        ----------
                                                            (7,022)        (7,912)        (3,448)           (3,933)
                                                        ----------     ----------     ----------        ----------
Net Income (Loss) available to common shareholders      $  (90,381)    $  (12,193)    $    9,028        $  (17,683)
                                                        ----------     ----------     ----------        ----------
Basic Earnings (Loss) per share (Note 2)                $    (0.02)    $    (0.00)    $     0.00        $    (0.01)
                                                        ==========     ==========     ==========        ==========
Weighted Average Common Shares                           4,734,171      3,400,000      4,734,171         3,400,000
                                                        ==========     ==========     ==========        ==========
Diluted EPS:
Net Income (Loss) available to common shareholders      $    (0.02)    $    (0.00)    $     0.00        $    (0.01)
                                                        ==========     ==========     ==========        ==========
Weighted Average Common and Common Equivalent shares     4,734,171      3,400,000      5,314,171         3,400,000
                                                        ==========     ==========     ==========        ==========
</TABLE>

                                       3
<PAGE>
                          RIM.COM, INC. AND SUBSIDIARY
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
               FOR THE SIX MONTHS ENDED MARCH 31, 2001 (UNAUDITED)

<TABLE>
<CAPTION>

                                               Common Stock        Additional   Retained   Stockholders'
                                          ----------------------    Paid-in     Earnings      Equity
                                            Shares       Amount     Capital    (Deficit)     (Deficit)
                                          ----------   ---------   ---------   ---------    ---------
<S>                                       <C>          <C>         <C>         <C>          <C>
Balance at September 30, 2000              4,734,171      4,734      279,179    (315,314)     (31,401)
Net Loss for the six months ended
  March 31, 2001 (Unaudited)                      --         --           --     (90,381)     (90,381)
                                          ----------    -------    ---------   ---------    ---------
Balance at March 31, 2001 (Unaudited)      4,734,171    $ 4,734    $ 279,179   $(405,695)   $(121,782)
                                          ==========    =======    =========   =========    =========
</TABLE>

                                       4
<PAGE>
                          RIM.COM, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
         FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000 (UNAUDITED)

<TABLE>
<CAPTION>
                                                             For the Three Months Ended March 31,
                                                             ------------------------------------
                                                                  2001                   2000
                                                               ---------              ---------
                                                              (Unaudited)            (Unaudited)
<S>                                                          <C>                    <C>
Increase (Decrease) in Cash and Cash Equivalents:
Cash flows from operating activities:
  Cash received from customers                                 $ 447,412              $ 171,709
  Cash paid to suppliers and employees                          (510,053)              (217,219)
  Interest paid                                                   (4,314)                (3,933)
  Interest received                                                   60                     --
                                                               ---------              ---------
     Net cash used in operating activities                       (66,895)               (49,443)
                                                               ---------              ---------
Cash flows from investing activities:
  Collection of loan receivable                                       --                 22,209
  Purchase of fixed assets                                            --                 (2,484)
  Collection of related party notes receivable                    21,070                     --
                                                               ---------              ---------
     Net cash provided by investing activities                    21,070                 19,725
                                                               ---------              ---------
Cash flows from financing activities:
  Proceeds from debt                                              13,714                     44
  Repayment of debt                                              (12,476)                    --
  Proceeds from additional paid-in capital                            --                 27,500
                                                               ---------              ---------
     Net cash provided by financing activities                     1,238                 27,544
                                                               ---------              ---------

Net decrease in cash and cash equivalents                        (44,587)                (2,174)
Cash and cash equivalents at beginning of period                  52,769                  3,419
                                                               ---------              ---------
Cash and cash equivalents at end of period                     $   8,182              $   1,245
                                                               =========              =========
Reconciliation of Net Loss to Net Cash Used in
 Operating Activities:
  Net Income/(Loss)                                            $   9,028              $ (17,683)

Adjustments to Reconcile Net Loss to Net Cash Used in
 Operating Activities:
  Depreciation/amortization                                       13,812                 12,707
  Accrued interest on related party loan                             110                     --
  Cash surrender value of life insurance-non cash                     77                     --
Changes in Operating Assets and Liabilities:
  Accounts receivable
    -trade                                                      (135,718)               (26,728)
    -related party                                                    --                    290
  Inventory                                                           --                   (160)
  Accounts payable
    -trade                                                        76,551                 (6,485)
    -other                                                        14,068                    232
  Accrued expenses                                                 1,299                (11,616)
  Deferred revenue                                               (46,122)                    --
                                                               ---------              ---------

Net cash used in operating activities                          $ (66,895)             $ (49,443)
                                                               =========              =========
</TABLE>
                                       5
<PAGE>
                          RIM.COM, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
          FOR THE SIX MONTHS ENDED MARCH 31, 2001 AND 2000 (UNAUDITED)

<TABLE>
<CAPTION>
                                                               For the Six Months Ended March 31,
                                                               ----------------------------------
                                                                  2001                   2000
                                                               ---------              ---------
                                                              (Unaudited)            (Unaudited)
<S>                                                         <C>                    <C>
Increase (Decrease) in Cash and Cash Equivalents:
Cash flows from operating activities:
  Cash received from customers                                 $ 645,081              $ 307,619
  Cash paid to suppliers and employees                          (751,809)              (344,674)
  Interest paid                                                   (9,704)                (7,912)
  Interest received                                                1,522                     --
                                                               ---------              ---------
     Net cash used in operating activities                      (114,910)               (44,967)
                                                               ---------              ---------
Cash flows from investing activities:
  Collection of loan receivable                                       --                 22,209
  Purchase of fixed assets                                       (23,495)               (13,998)
  Collection of related party notes receivable                    21,070                     --
                                                               ---------              ---------
     Net cash provided by (used in) investing activities          (2,425)                 8,211
                                                               ---------              ---------
Cash flows from financing activities:
  Proceeds from debt                                              38,363                  2,860
  Repayment of debt                                              (16,508)                    --
  Proceeds from additional paid-in capital                            --                 27,500
                                                               ---------              ---------
     Net cash provided by financing activities                    21,855                 30,360
                                                               ---------              ---------

Net decrease in cash and cash equivalents                        (95,480)                (6,396)
Cash and cash equivalents at beginning of period                 103,662                  7,641
                                                               ---------              ---------
Cash and cash equivalents at end of period                     $   8,182              $   1,245
                                                               =========              =========

Reconciliation of Net Loss to Net Cash Used in
 Operating Activities:
  Net Loss                                                     $ (90,381)             $ (12,193)

Adjustments to Reconcile Net Loss to Net Cash Used in
 Operating Activities:
  Depreciation/amortization                                       25,660                 13,030
  Accrued interest on related party loan                            (745)                    --
  Cash surrender value of life insurance                              77                     --
Changes in Operating Assets and Liabilities:
  Accounts receivable
    -trade                                                      (263,448)               (27,938)
  Inventory                                                           --                   (491)
  Accounts payable
    -trade                                                       129,507                 (6,679)
    -other                                                        16,168                  1,268
  Accrued expenses                                                59,271                (11,964)
  Deferred revenue                                                 8,981                     --
                                                               ---------              ---------

Net cash used in operating activities                          $(114,910)             $ (44,967)
                                                               =========              =========
</TABLE>

                                       6
<PAGE>
                          RIM.COM, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   SIGNIFICANT ACCOUNTING POLICIES:

BASIS OF PRESENTATION:

In the opinion of management,  the accompanying financial statements reflect all
adjustments  (consisting  of normal  recurring  accruals)  necessary  to present
fairly the Company's  financial position as of March 31, 2001 and the results of
its  operations  for the three and six months  ended  March 31,  2001.  Although
management  believes that the  disclosures  in these  financial  statements  are
adequate to make the information  presented not misleading,  certain information
and footnote  disclosures  normally  included in financial  statements that have
been prepared in accordance with generally accepted  accounting  principles have
been  condensed  or  omitted  pursuant  to  the  rules  and  regulations  of the
Securities Exchange Commission.

The  results of  operations  for the six  months  ended  March 31,  2001 are not
necessarily  indicative  of the results  that may be expected  for the full year
ending September 30, 2001. The accompanying  consolidated  financial  statements
should be read in conjunction with the more detailed financial  statements,  and
the related  footnotes  thereto,  filed with the Company's Annual Report on Form
10-KSB for the year ended September 30, 2000.

PRINCIPLES OF CONSOLIDATION:

The consolidated financial statements include the financial position, results of
operations, cash flows and changes in stockholders' equity of Rim.Com, Inc., and
its wholly-owned subsidiary.  All material intercompany  transactions,  accounts
and balances have been eliminated.

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS:

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  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.

2.   EARNINGS (LOSS) PER SHARE:

Basic earnings (loss) per share includes no dilution and is computed by dividing
income (loss) to common  stockholders  by the weighted  average number of common
shares outstanding for the period. Diluted earnings (loss) per share is computed
by dividing income (loss) to common  stockholders by the weighted average number
of common shares  outstanding for the period including assumed exercise of stock
options except when the options are antidilutive.

3.   GOING CONCERN:

The  accompanying  financial  statements  have been prepared in conformity  with
generally accepted accounting principles, which contemplates continuation of the
Company as a going  concern.  However,  the  Company  has  sustained  continuing
operating losses.

The above  conditions  indicate  that the  Company  may be unable to continue in
existence.  The financial  statements do not include any adjustments relating to
the recoverability and classification of recorded asset amounts,  or the amounts
and  classification of liabilities that might be necessary should the Company be
unable to continue in existence.

                                       7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     The  statements  contained in this document  which are not  historical  are
forward-looking  statements  that are  subject to risks and  uncertainties  that
could cause  actual  results to differ  materially  from those  expressed in the
forward-looking statements, including, but not limited to, the Company's ability
to market its  products  and services  and future  customer  acceptance  for its
products  and  services,  and other risks  detailed in this  document  and other
documents made available to investors.

RESULTS OF OPERATION

QUARTER ENDING MARCH 31, 2001

     During the quarter  ended March 31, 2001 the Company  produced a net profit
of  $9,028 on  revenues  of  $582,214,  as  compared  to a net loss of $3,933 on
revenues  of $185,821  for the same  quarter of the prior  year.  The  Company's
revenues in the quarter ended March 31, 2001 were $396,393  (213.3%) higher than
the same  quarter  of the  preceding  year,  primarily  as a  result  of a 79.3%
increase  in service  revenues  and  $248,975  of product  sales  which were not
present in the prior year. These revenue  increases were caused by the hiring of
additional sales and technical  employees during the prior quarter.  The Company
is hopeful  that it will be able to  generate  even  greater  revenues in future
quarters.

     The Company's gross profit in the quarter ended March 31, 2001 increased by
$112,227  (140.5%) over the same quarter of the prior year. The Company's  gross
profit on its service  revenues  increased  by $91,237  (114.2%)  over the same
quarter of the prior year.  The Company's  gross margin on its service  revenues
was 51.3% and on its product  revenues  was 8.4% during the quarter  ended March
31,  2001.  During the same  quarter  of the prior year its gross  margin on its
service revenues was only 43.0%. The Company hopes to increase its gross margins
on its future  revenues by increasing  its  productivity  through  remote repair
technology and increased billing time of its technicians and management.

     The  Company's  revenues  increased  by  $256,314  (78.6%)  over the  prior
quarter,  primarily  as a result  of  hiring  several  new  people  in the prior
quarter. The Company is hopeful it can continue to increase its revenues in each
quarter. However, an increase in revenues of 78.6% is not expected, because such
an increase would require the Company hire 10 or more new employees which is not
currently planned.

     The  Company's  general and  administrative  expense  increased  by $86,001
(91.9%)  during the  quarter  ended  March 31,  2001 in  comparison  to the same
quarter of the prior year.  This cost  increase  resulted  primarily  from:  (i)
additional  office  lease and  general  marketing  costs  incurred in the recent
quarter; (ii) the addition of one new officer in April 2000 and two new salesmen
and six new  technicians in the prior quarter;  and (iii)  additional  legal and

                                       8
<PAGE>
accounting expenses incurred during the quarter as a result of becoming a "fully
reporting  company",  in comparison to the prior year when the Company was not a
"fully reporting company." The Company's general and administrative  expense was
reduced by $51,791  (22.4%) in the quarter  ending March 31, 2001 over the prior
quarter.  The Company is hopeful of further  reducing  its  overhead in the next
quarter by reducing  non-billable  time of its  technicians  and  management and
cutting  unnecessary  costs.  The Company  will likely  incur  additional  legal
expenses  through the third quarter of fiscal year 2001 as the Company  attempts
to list its common stock for trading.

     Interest expense  increased by $381 during the quarter ended March 31, 2001
over the same quarter of the prior year, as a result of the increased  debt. The
Company is hopeful  this debt can be reduced  substantially  in the coming  year
from  internally  generated cash flow. The Company is also hoping to consolidate
this credit card debt into a debt with a lower interest rate.

SIX MONTH PERIOD ENDING MARCH 31, 2001

     During the six month period ended March 31, 2001 the Company produced a net
loss of $90,381 on  revenues of  $908,114,  primarily  as a result of  increased
general  and  administrative  expenses,  as compared to a net loss of $12,193 on
revenues  of  $323,231  for the same  period of the prior  year.  The  Company's
revenues in the six month  period  ended March 31, 2001 were  $584,883  (180.9%)
higher than the same period of the  preceding  year,  primarily as a result of a
69.1% increase in service  revenues and $361,470 of product sales which were not
present in the prior year. These revenue  increases were caused by the hiring of
additional  sales and technical  employees  during the first three months of the
period. The Company is hopeful that it will be able to generate greater revenues
in the future.

     The  Company's  gross  profit in the six month  period ended March 31, 2001
increased  by $182,950  (126.4%)  over the same  period of the prior  year.  The
Company's  gross profit on its service  revenues  increased by $137,883  (95.3%)
over the same  period of the  prior  year.  The  Company's  gross  margin on its
service  revenues was 51.7% and on its product revenues was 12.4% during the six
month period ended March 31, 2001.  During the same period of the prior year its
gross  margin on its  service  revenues  was only 44.8%.  The  Company  hopes to
increase its gross margins on its future revenues by increasing its productivity
through remote repair  technology and increased  billing time of its technicians
and management.

     The  Company's  general and  administrative  expense  increased by $262,028
(175.9%)  during the six month period ended March 31, 2001 in  comparison to the
same period of the prior year. This cost increase  resulted  primarily from: (i)
additional  office lease and general marketing costs incurred during the period;
(ii) the addition of one new officer,  two new salesmen, and six new technicians
in the period;  and (iii)  additional  legal and  accounting  expenses  incurred

                                       9
<PAGE>
during  the  period as a result of  becoming  a "fully  reporting  company",  in
comparison  to the  prior  year  when the  Company  was not a  "fully  reporting
company."  The  Company's  general  and  administrative  expense  was reduced by
$51,791 (22.4%) in the quarter ending March 31, 2001 over the prior quarter. The
Company is  hopeful of further  reducing  its  overhead  in the next  quarter by
reducing  non-billable  time  of its  technicians  and  management  and  cutting
unnecessary  costs.  The Company will likely  incur  additional  legal  expenses
through the third  quarter of fiscal  year 2001 as the Company  attempts to list
its common stock for trading.

     Interest  expense  increased  by $1,792  during the six month  period ended
March 31,  2001  over the same  period  of the  prior  year,  as a result of the
increased debt. The Company is hopeful this debt can be reduced substantially in
the coming year from internally  generated cash flow. The Company is also hoping
to consolidate this credit card debt into a debt with a lower interest rate.

LIQUIDITY AND CAPITAL RESOURCES

     On June 30, 2000 the Company obtained additional gross proceeds of $286,750
of capital from its two stock  offerings.  These funds provided  working capital
for Company growth  through  December 31, 2000. In the coming months the Company
will attempt to secure additional equity or debt financing to sustain additional
growth.  There is no  assurance  the Company  will be able to secure  additional
financing,  because the Company does not have any  commitment for such financing
at this time.

     The Company's cash flow has been adversely  impacted by the increased sales
level in the March 31, 2001 quarter  because the cash flow  produced will not be
received  by the  Company  until  April or May 2001.  In March 2001 the  Company
completed  a project  for  $93,000  for a Fortune  5000  customer,  but will not
receive  payment for that project until May 2001.  Thus the  Company's  accounts
receivable  increased by $263,448  (368.7%) from September 30, 2000 to March 31,
2001. However, the Company's accounts receivable only increased by $135,718 from
the prior quarter, while sales increased by $256,314 from the prior quarter. The
Company believes without  assurance that this level of accounts  receivable will
provide sufficient monthly liquidity for the Company's short-term.

     The  Company's  current  liabilities  increased  by $261,220  (75.8%)  from
September 30, 2000 to March 31, 2001, primarily as a result of accrued legal and
accounting  expenses of  approximately  $70,000;  increased  accrued expenses of
$59,271;  and capital lease of $36,245.  The Company's current  liabilities only
increased by $37,590 over the prior quarter while revenues increased by $256,314

                                       10
<PAGE>
over the prior quarter.  The Company has already  negotiated to pay some accrued
legal and contract  accounting  expenses with its common stock.  Therefore,  the
Company  anticipates its accounts payable situation to improve by June 30, 2001.
However,  the Company will be seeking  working  capital  through  equity or debt
financing in the coming months.

     The Company's  debt  resources  have been utilized for a total of $246,020,
obtaining  an  additional  $2,100 of credit card debt and an  equipment  loan of
$24,935 during the six month period ended March 31, 2001. This debt is comprised
of one bank loan, an equipment  loan and several  credit card loans.  Rim.com is
paying an annual rate of approximately  11.85% on the bank line and 18.7% on the
credit card debt at March 31, 2001.  The bank debt of $80,825  became due in the
last quarter of fiscal year 2000,  although the bank has not requested repayment
as of May 10, 2001. During 2001 the Company is hopeful of reducing the amount of
this debt through internally generated cash flow or, possibly,  re-financing the
credit card debt at a lower interest rate.

     Future  acquisitions  of the Company will be funded by using the  Company's
common stock. The Company does anticipate  expending cash to expand the revenues
of any business it may acquire in the future,  so the Company may need to obtain
additional  funds for such  expansion,  as well as Rim.com's  expansion,  in the
future.  There is no  assurance  that the  Company  will be able to acquire  any
business  in  the  future,   since  the  Company  has  not  yet   completed  any
acquisitions.

                          PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

          None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  EXHIBITS

          Exhibit 11 - Schedule of Computation of Earnings Per Share

     (b)  REPORTS ON FORM 8-K

          There  were no  Reports on Form 8-K filed  during  the  quarter  ended
     March 31, 2001.

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<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 authorized.

                                 RIM.COM INC.



Date: March 14, 2001             By: /s/ Robert H. Korndorffer
     ---------------                ----------------------------------------
                                    Robert H. Korndorffer, President
                                    (Chief Executive Officer)



                                 By: /s/ Merlin W. Gunderson
                                    ----------------------------------------
                                    Merlin W. Gunderson, Treasurer
                                    (Chief Financial and Accounting Officer)

                                       12