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 - December 31, 2000

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

               For the transition period from ________ to ________

                         Commission file 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 DECEMBER 31, 2000

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

      Item 2.  Management's Discussion and Analysis or Plan of Operation     12
PART II
      Item 1.  Legal Proceedings                                             15

      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                              14

SIGNATURES                                                                   15

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


                                     ASSETS

                                                    DECEMBER 31,   SEPTEMBER 30,
                                                       2000            2000
                                                    ---------        ---------
                                                    (UNAUDITED)
Assets
Current Assets:
  Cash and cash equivalents (Note 1)                $  52,769        $ 103,662
  Accounts receivable - trade, net (Note 1)           199,193           71,463
  Inventory (Note 1)                                    2,250            2,250
                                                    ---------        ---------

     Total Current Assets                             254,212          177,375
                                                    ---------        ---------
Property and equipment (Note 1)
  Furniture and fixtures                                1,995            1,995
  Computer equipment                                   21,938           10,718
  Computer system                                     142,548           77,520
  Copying equipment                                       807              807
  Office equipment                                      7,134            7,134
                                                    ---------        ---------
                                                      174,422           98,174
  Less: accumulated depreciation                      (52,772)         (41,924)
                                                    ---------        ---------
                                                      121,650           56,250
                                                    ---------        ---------
Other Assets:
  Licenses, net (Note 1)                               17,000           18,000
  Cash surrender value of life insurance                9,303            9,303
  Notes receivable - related party (Note 3)            53,075           52,220
                                                    ---------        ---------
                                                       79,378           79,523
                                                    ---------        ---------

     Total Assets                                   $ 455,240        $ 313,148
                                                    =========        =========

     The Accompanying Notes are an Integral Part of the Financial Statements

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

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                                   DECEMBER 31,   SEPTEMBER 30,
                                                      2000            2000
                                                    ---------      ---------
                                                   (UNAUDITED)
Current Liabilities:
  Notes Payable (Note 2)                            $  87,603      $  80,825
  Obligations under capital leases (Note 5)            48,721             --
  Accounts payable
    -trade                                            220,256        167,300
    -other (Note 4)                                    47,100         45,000
  Deferred revenues (Note 1)                           77,926         22,823
  Accrued expenses                                     86,573         28,601
                                                    ---------      ---------

     Total Current Liabilities                        568,179        344,549

Notes Payable (Note 2)                                 17,871             --
                                                    ---------      ---------

     Total Liabilities                                586,050        344,549
                                                    ---------      ---------
Commitments: (Note 5)

Stockholders' Equity (Deficit):
 Common Stock - $.001 par value;
  20,000,000 shares  authorized, 4,734,171
  shares outstanding at December 31, 2000;
  4,734,171 outstanding at September 30, 2000           4,734          4,734
 Preferred Stock - 10,000,000 shares authorized
  no shares issued or outstanding as of
  December 31, 2000                                        --             --
 Additional Paid-in Capital                           279,179        279,179
 Accumulated deficit                                 (414,723)      (315,314)
                                                    ---------      ---------

     Total Stockholder's Equity (Deficit)            (130,810)       (31,401)
                                                    ---------      ---------

     Total Liabilities and Stockholder's
      Equity (Deficit)                              $ 455,240      $ 313,148
                                                    =========      =========

     The Accompanying Notes are an Integral Part of the Financial Statements

                                       2
<PAGE>
                          RIM.COM, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
        FOR THE THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999 (UNAUDITED)


                                                    FOR THE THREE MONTHS ENDED
                                                 -------------------------------
                                                  DECEMBER 31,      DECEMBER 31,
                                                      2000              1999
                                                 -------------     -------------
                                                  (UNAUDITED)       (UNAUDITED)
Revenues:
  Services                                        $   213,405       $   137,410
  Products                                            112,495                --
                                                  -----------       -----------
                                                      325,900           137,410
Cost of Revenues:
  Services                                        $   101,905       $    72,556
  Products                                             88,418                --
                                                  -----------       -----------
                                                      190,323            72,556
                                                  -----------       -----------

Gross Profit                                          135,577            64,854

General and Administrative Expenses                   231,412            55,385
                                                  -----------       -----------

Income (Loss) from Operations                         (95,835)            9,469
                                                  -----------       -----------
Other Income/(Expense):
  Interest Income                                       1,462                --
  Interest Expense                                     (5,390)           (3,979)
  Other Income/(Expense)                                  354                --
                                                  -----------       -----------
                                                       (3,574)           (3,979)
                                                  -----------       -----------

Net Income (Loss)                                 $   (99,409)      $     5,490
                                                  ===========       ===========
Basis and Diluted Earnings (Loss) per Share       $     (0.02)      $      0.00
                                                  ===========       ===========
Weighted Average Shares outstanding                 4,734,171         3,400,000
                                                  ===========       ===========

     The Accompanying Notes are an Integral Part of the Financial Statements

                                       3
<PAGE>
                          RIM.COM, INC. AND SUBSIDIARY
                  STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
            FOR THE THREE MONTHS ENDED DECEMBER 31, 2000 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                           STOCK
                                                     COMMON STOCK           ADDITIONAL     RETAINED       HOLDERS'
                                               -----------------------       PAID-IN       EARNINGS       EQUITY
                                                 SHARES         AMOUNT       CAPITAL       (DEFICIT)     (DEFICIT)
                                                 ------         ------       -------       ---------     ---------
<S>                                            <C>            <C>           <C>            <C>            <C>
Balance at September 30, 1998                   3,400,000      $  3,400     $  (1,400)    $  35,350      $  37,350
Net loss for the year ended
 September 30, 1999                                    --            --            --       (72,140)       (72,140)
                                               ----------      --------     ---------     ---------      ---------
Balance at September 30, 1999                   3,400,000         3,400        (1,400)      (36,790)       (34,790)

Stock offerings                                 1,334,171         1,334       234,153            --        235,487
Conversion of debt to equity                           --            --        12,326            --         12,326
Additional capital contribution - stockholder          --            --        27,500            --         27,500
Stock options for services                             --            --         1,600            --          1,600
Additional capital contribution - officers             --            --         5,000            --          5,000
Net Loss for the year ended September 30, 2000         --            --            --      (278,524)      (278,524)
                                               ----------      --------     ---------     ---------      ---------
Balance at September 30, 2000                   4,734,171         4,734       279,179      (315,314)       (31,401)
Net Loss for the three months ended
 December 31, 2000 (unaudited)                         --            --            --       (99,409)       (99,409)
                                               ----------      --------     ---------     ---------      ---------
Balance at December 31, 2000
  (unaudited)                                   4,734,171      $  4,734     $ 279,179     $(414,723)     $(130,810)
                                               ==========      ========     =========     =========      =========
</TABLE>

     The Accompanying Notes are an Integral Part of the Financial Statements

                                        4
<PAGE>
                          RIM.COM, INC. AND SUBSIDIARY
                            STATEMENTS OF CASH FLOWS
        FOR THE THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                     FOR THE                 FOR THE
                                                                THREE MONTHS ENDED      THREE MONTHS ENDED
                                                                DECEMBER 31, 2000       DECEMBER 31, 1999
                                                                -----------------       -----------------
                                                                   (UNAUDITED)             (UNAUDITED)
<S>                                                             <C>                    <C>
Increase (Decrease) in Cash and Cash Equivalents:

Cash flows from operating activities:
  Cash received from customers                                       $ 197,669              $ 135,910
  Cash paid to suppliers and employees                                (241,756)              (127,455)
  Interest paid                                                         (5,390)                (3,979)
  Interest received                                                      1,462                     --
                                                                     ---------              ---------
     Net cash provided by (used in) operating activities               (48,015)                 4,476
                                                                     ---------              ---------
Cash flows from investing activities:
  Purchase of fixed assets                                             (23,495)               (11,514)
                                                                     ---------              ---------
     Net cash used in investing activities                             (23,495)               (11,514)
                                                                     ---------              ---------
Cash flows from financing activities:
  Proceeds from debt                                                    24,649                  2,816
  Repayment of debt                                                     (4,032)                    --
                                                                     ---------              ---------
     Net cash provided by (used in) financing activities                20,617                  2,816
                                                                     ---------              ---------

Net increase in cash and cash equivalents                              (50,893)                (4,222)

Cash and cash equivalents at beginning of period                       103,662                  7,641
                                                                     ---------              ---------
Cash and cash equivalents at end of period                           $  52,769              $   3,419
                                                                     =========              =========
</TABLE>

     The Accompanying Notes are an Integral Part of the Financial Statements

                                       5
<PAGE>
                          RIM.COM, INC. AND SUBSIDIARY
                            STATEMENTS OF CASH FLOWS
        FOR THE THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                     FOR THE                 FOR THE
                                                                THREE MONTHS ENDED      THREE MONTHS ENDED
                                                                DECEMBER 31, 2000       DECEMBER 31, 1999
                                                                -----------------       -----------------
                                                                   (UNAUDITED)             (UNAUDITED)
<S>                                                             <C>                    <C>
Reconciliation of Net Income (Loss) to Net Cash
  Provided by (Used in) Operating Activities:
   Net Income/(Loss)                                                $ (99,409)             $   5,490

Adjustments to Reconcile Net Loss to Net Cash
  Used in Operating Activities:
   Depreciation/amortization                                           11,848                    323
   Accrued interest on related party loan                                (855)

Changes in Operating Assets and Liabilities:
  Accounts receivable
    -trade                                                           (127,730)                (1,210)
    -related party                                                         --                   (290)
  Inventory                                                                --                   (331)
  Accounts payable
    -trade                                                             52,956                   (194)
    -other                                                              2,100                  1,036
  Accrued expenses                                                     57,972                   (348)
  Deferred revenue                                                     55,103                     --
                                                                    ---------              ---------

Net cash provided by (used in) operating activities                 $ (48,015)             $   4,476
                                                                    =========              =========
</TABLE>

     The Accompanying Notes are an Integral Part of the Financial Statements

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


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

NATURE OF THE CORPORATION:

     Rim.Com,  Inc. (the "Company"),  was incorporated in Nevada on February 14,
2000. The Company provides  installation and consulting  services  pertaining to
computer  hardware,  software  and  systems.  It  provides  the  majority of its
services to small businesses throughout the Southwestern United States.

ACCOUNTING ESTIMATES:

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

PRINCIPLES OF CONSOLIDATION:

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

INTERIM FINANCIAL STATEMENTS:

     The  unaudited  interim  financial   statements   include  all  adjustments
(consisting of normal  recurring  accruals) which, in the opinion of management,
are  necessary.  Operating  results for the three months ended December 31, 2000
are not  necessarily  indicative  of the results  that may be  expected  for the
entire year ending September 30, 2001.

CASH AND CASH EQUIVALENTS:

     Cash  and  cash   equivalents  are  considered  to  be  all  highly  liquid
investments purchased with an initial maturity of three months or less.

ACCOUNTS RECEIVABLE:

     The  Company  follows the  allowance  method of  recognizing  uncollectible
accounts receivable. The allowance method recognizes bad debt expense based on a
review of the individual accounts outstanding and the Company's prior history of
uncollectible  accounts  receivable.  As of December  31, 2000 an  allowance  of
$3,991  (unaudited),  was  established for  potentially  uncollectible  accounts
receivable.

INVENTORY:

     Inventory  consists of various computer cables and other computer  hardware
to be used on an as needed basis. Inventories are stated at the lower of cost or
market.  Cost is determined using the average cost method.  Market is based upon
anticipated current sales prices.  Provisions are made periodically for obsolete
and slow moving inventory.

PROPERTY AND EQUIPMENT:

     Property and equipment are recorded at cost.  Depreciation  is provided for
on the straight-line  method,  over estimated useful lives of three (3) to seven
(7) years.  Maintenance and repairs that neither  materially add to the value of
the  property  nor  appreciably  prolong  its life are  charged  to  expense  as
incurred.  For the  three  month  periods  ended  December  31,  2000 and  1999,
depreciation expense was $10,848 and $323 (unaudited), respectively.

                                       7
<PAGE>
                                  RIM.COM, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

LICENSES:

     Licenses  are  comprised  of the rights to market  intellectual  properties
comprised primarily of software packages.  The licenses are amortized over their
expected  economic useful lives of 5 years.  Amortization  expense for the three
month  periods ended  December 31, 2000 and 1999 was $1,000 and $0  (unaudited),
respectively.

REVENUE RECOGNITION:

     The Company derives its revenues from the sale of computer  systems as well
as sales of application software, parts and components. The Company also derives
revenues by providing  maintenance,  consulting and educational  services to its
customers.  The  Company  recognizes  revenues  from the  sales of its  systems,
application software, parts and components at the time of shipment. Revenue from
consulting and maintenance services are recognized as the service is provided.

     Retainer  fees are recorded as deferred  revenues when  received.  They are
recognized  as income  when they are  earned,  which is  calculated  on an hours
charged basis.

IMPAIRMENT OF LONG-LIVED ASSETS:

     The Company  reviews  long-lived  assets for impairment  whenever events or
changes in  circumstances  indicate the  carrying  amount of an asset may not be
recoverable.  Recoverability  of  assets  to be held and used is  measured  by a
comparison of the carrying  amount of an asset to future  undiscounted  net cash
flows expected to be generated by the asset. If such assets are considered to be
impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the assets  exceeded the fair value of the assets.  Assets to
be disposed of are  reported at the lower of the  carrying  amount or fair value
less costs to sell.

FAIR VALUE OF FINANCIAL INSTRUMENTS:

     The carrying  values of cash,  accounts  receivable,  accounts  payable and
current  notes  payable  approximate  their  fair  values  because  of the short
maturity of these instruments.

INCOME TAXES:

     The Company  accounts for income  taxes in  accordance  with the  Financial
Accounting Standard No. 109,  "Accounting for Income Taxes" (SFAS 109). SFAS 109
requires the Company to recognize  deferred tax assets and  liabilities  for the
expected  future tax  consequences  of events that have been  recognized  in the
Company's financial statements or tax returns.  Under this method,  deferred tax
assets and  liabilities  are  determined  based on the  difference  between  the
financial  statements  carrying  amounts and tax basis of assets and liabilities
using  enacted  tax rates in effect  in the years in which the  differences  are
expected to reverse.

CONCENTRATION OF CREDIT RISK:

     Financial   instruments   that   potentially   subject   the   Company   to
concentrations  of credit risk  consist  primarily of accounts  receivable.  The
Company  performs  ongoing  credit  evaluations  of  its  customers'   financial
condition, but does not require collateral to support customer receivables.

                                       8
<PAGE>
                                  RIM.COM, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


EMPLOYEE STOCK OPTIONS:

     The Company has elected to follow  Accounting  Principles Board Opinion No.
25,   "Accounting   for  Stock  Issued  to  Employees"   (APB  25)  and  related
interpretations  in accounting  for its employee  stock options and to adopt the
"disclosure only" alternative  treatment under Statement of Financial Accounting
Standards No. 123,  "Accounting for Stock-Based  Compensation"  (SFAS 123). SFAS
No.  123  requires  the use of fair  value  option  valuation  models  that were
developed for use in valuing employee stock options.

NET EARNINGS (LOSS) PER SHARE:

     Basic net earnings  (loss) per common  share is computed  based on weighted
average  shares  outstanding  and excludes  any  potential  dilution  from stock
options, warrants or other common stock equivalents. Basic net loss per share is
computed by dividing  loss  available  to common  shareholders  by the  weighted
average number of common shares outstanding for the period. Diluted net loss per
common share  reflects  potential  dilution  from the exercise or  conversion of
securities  into common stock or from other  contracts  to issue  common  stock.
Assumed  exercise of the  outstanding  options at December 31, 2000 of 1,450,000
have been excluded from the  calculation of diluted net loss per common share as
their effect is antidilutive.

2. NOTES PAYABLE:

     Notes payable at December 31, 2000,  and 1999,  consisted of four (4) notes
with  outstanding  combined  balances of $105,474 and $83,543  (unaudited).  The
balances  consist  primarily  of a line of credit,  with  interest at prime plus
2.35% per annum (9.5% on December  31,  2000),  due June 2000.  The total credit
limit of $72,500 was fully utilized.  As of December 31, 2000 the line of credit
was in default as it expired  during June,  2000.  During the three months ended
December  31,  2000,  the Company  obtained a loan to purchase  equipment in the
amount of $24,935 (unaudited).  The note is due in May, 2003 and has an implicit
interest  rate of 18.7% per annum.  The  remaining  notes are made up of various
short-term, callable notes with average interest rates of approximately 6.2% per
annum.  A schedule  of future  minimum  payments on the above notes for the next
three years is as follows:

                    Period ended
                    December 31,             Amount
                    ------------             ------
                        2001                 87,603
                        2002                 10,531
                        2003                  7,340
                                            -------
                                            105,474
                                            =======

3. RELATED PARTY TRANSACTIONS:

NOTES RECEIVABLE - RELATED PARTY:

     As of December 31, 2000, and 1999, the note receivable from a related party
consisted of one (1) note.  Prior to September 30, 1999 the note was  considered
non-interest  bearing.  Subsequent  to  September  30,  1999 the note  commenced
accruing  interest at a rate of 8% per annum. The note is due September 30, 2002
and is secured by common stock of the Company.

4. ACCOUNTS PAYABLE - OTHER:

     Accounts  payable - other  consists  of various  credit  card  balances  at
December 31, 2000 and 1999. The average  interest rates at December 31, 2000 and
1999  were  approximately  18.7%  and 18.7%  (unaudited),  respectively,  due on
demand.

                                        9
<PAGE>
                                  RIM.COM, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


5. COMMITMENTS:

     The Company  leases  office  space and  equipment  under  operating  leases
expiring in various years through 2003. Minimum future rental and lease payments
under  non-cancelable  operating leases as of December 31, 2000, for each of the
next three years are (unaudited):

              PERIOD ENDED DECEMBER 31,                     AMOUNT
              -------------------------                    --------
              2001                                         $ 35,472
              2002                                           33,392
              2003                                           11,110
                                                           --------
              Total Minimum payments                       $ 79,974
                                                           ========

     In addition,  the Company entered into a $52,753  (unaudited) capital lease
for computer  equipment  during the three months  ended  December 31, 2000.  The
Company is required to make twelve (12) monthly  payments of $4,854  (unaudited)
relating to the aforementioned lease. Of this amount $5,495 represents interest.

6. GOING CONCERN:

     The Company's financial statements have been presented on the basis that it
is a going  concern,  which  contemplates  the  realization  of  assets  and the
satisfaction of liabilities in the normal course of business.  The Company has a
stockholders'   deficit  at  December  31,  2000,  in  the  amount  of  $130,810
(unaudited).  The Company has also generated losses from operations in the prior
years. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

7. STOCK OPTION PLAN:

     Effective April 6, 2000 the Company's  Board of Directors and  stockholders
formally  approved  the  Company's  2000 Stock Option  Plan,  which  permits the
granting  of options  to  purchase  shares of the  Company's  stock to  eligible
employees and  directors.  The Plan reserves  3,000,000  shares of the Company's
common  stock  for  grant.  The plan  provides  that the  options  may be either
incentive or non-incentive  stock options.  The exercise price for the incentive
stock  options shall not be less than 100% of the fair market value of the stock
at the date of grant  and 50% of the  fair  market  value  with  respect  to the
non-incentive stock options. Options granted under the Plan must be exercised in
whole or in part  within  an  average  of 10 years of the date of  grant.  As of
December 31, 2000,  1,550,000  stock options  under the Plan were  available for
grant, with 1,450,000 options granted, exercisable at $.30 per share.

     The  Company  applies  APB  Opinion  No.  25 in  accounting  for its  Plan.
Accordingly,   no  compensation  cost  has  been  recognized  in  the  financial
statements for its stock options to employees.

                                       10
<PAGE>
                                  RIM.COM, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


     A summary  of the  aforementioned  stock  plan for the three  months  ended
December 31, 2000 is as follows:

                                                  WEIGHTED AVERAGE
                                                --------------------
                                                 NUMBER     EXERCISE
                                                OF SHARES     PRICE
                                                ---------   --------
     Balance at September 30, 2000              1,450,000   $   0.30
       Granted                                         --          0
       Forfeited                                       --          0
       Exercised                                       --          0
                                                ---------   --------
     Balance at December 31, 2000               1,450,000   $   0.30
                                                =========   ========

     Exercisable at December 31, 2000           1,450,000   $   0.30
                                                =========   ========

     All 1,450,000  stock options granted on April 6, 2000 are exercisable as of
December 31, 2000, with a remaining contractual life of 9 years and 3 months.

8. INCOME TAXES:

                                            THREE MONTHS ENDED
                                            DECEMBER 31, 2000
                                            ------------------
     Tax benefit of net operating loss          $ 116,000
     Less: Valuation allowance                   (116,000)
                                                ---------
     Income tax effect                          $      --
                                                =========

     As of December 31, 2000 the Company has approximately  $280,000 (unaudited)
of net operating loss carryforward  available to offset future federal and state
taxable  income through 2020. As of December 31, 2000 the Company had a deferred
tax asset valuation allowance in the approximate amount of $116,000 (unaudited).
In assessing  the  realizability  of deferred tax assets,  management  considers
whether it is more likely than not that some  portion or all of the deferred tax
assets will not be realized.  The ultimate realization of deferred tax assets is
dependent  upon the  generation of future  taxable  income during the periods in
which those temporary  differences become deductible.  Management  believes that
the  inability to utilize net  operating  loss  carryforwards  to offset  future
taxable  income  within  the  carryforward  periods  is more  likely  than  not.
Accordingly, a 100 percent valuation allowance has been recorded against the net
deferred tax assets.

9. NON-CASH TRANSACTIONS:

     During the three months ended  December 31, 2000,  the Company had non-cash
operating transactions in the amount of $855 (unaudited) for interest accrued on
a related party note.

                                       11
<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.

OVERVIEW

     Rim.Com  was  formed in  February  2000 and had no  tangible  assets and no
liabilities  before its acquisition of Rimmer on April 6, 2000.  Therefore,  the
discussion  below focuses on the  operations of Rimmer,  Rim.Com's  wholly-owned
subsidiary. Rimmer has been in existence since 1987.

RESULTS OF OPERATION

QUARTER ENDING DECEMBER 31, 2000

     During the quarter ended December 31, 2000 the Company  produced a net loss
of $99,409 on revenues of $325,900,  primarily as a result of increased  general
and administrative  expenses, as compared to net income of $5,490 on revenues of
$137,410 for the same quarter of the prior year.  The Company's  revenues in the
quarter  ended  December  31,  2000 were  $188,490  (137.2%)  more than the same
quarter of the  preceding  year,  primarily  as a result of a 55.3%  increase in
service  revenues  and  $112,495 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 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 December 31, 2000 increased
by $70,723 (109%) over the same quarter of the prior year.  The Company's  gross
profit on its  service  revenues  increased  by  $46,646  (71.9%)  over the same
quarter of the prior year.  The Company's  gross profit on its service  revenues
was  52.2% and on its  product  revenues  was 21.4%  during  the  quarter  ended
December 31, 2000. During the same quarter of the prior year its gross profit on
its service  revenues was 47.2%.  The Company hopes to increase its gross profit
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 $176,027
(317.8%)  during the quarter  ended  December 31, 2000 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 November 2000 quarter; and (iii) legal and accounting
expenses of  approximately  $55,000  incurred  during the quarter as a result of
becoming a "fully  reporting  company." The Company is hopeful of  significantly
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 second quarter of fiscal year
2001 as the Company  attempts  to list its common  stock for  trading.  Interest
expense  increased by $1,411 during the quarter ended December 31, 2000 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  the
credit card debt into a debt with a lower interest rate.

                                       12
<PAGE>
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 hiring of eight
additional employees in November 2000, because the cash flow produced from their
additional  sales will not be received by the Company  until January or February
2001. Thus the Company's accounts receivable increased by $127,730 (178.7%) from
September  30,  2000  to  December  31,  2000.  The  Company  believes,  without
assurance,  that this  level of  accounts  receivable  will  provide  sufficient
monthly liquidity for the Company's short-term future.

     The  Company's  current  liabilities  increased  by $223,630  (64.9%)  from
September 30, 2000 to December 31, 2000,  primarily as a result of accrued legal
and accounting expenses of approximately  $55,000;  deferred revenue increase of
$55,000;  increased  accrued expenses of $58,000;  and capital lease of $39,013.
The Company has already  negotiated  to pay some  accrued  legal and  accounting
expenses  with its common  stock and the  deferred  revenue  should be billed to
customers  in the  next few  months.  Therefore,  the  Company  anticipates  its
accounts payable situation to be greatly improved by March 30, 2001.

     The Company's  debt  resources  have been utilized for a total of $201,295,
with Rimmer  obtaining an  additional  $2,100 of credit card debt,  an equipment
loan of $24,935 and a capital lease of $52,753 during the quarter ended December
31, 2000. This debt is comprised of one bank loan, an equipment loan and several
credit card loans.  Rimmer is paying an annual rate of  approximately  11.85% on
the bank  line and  18.7%  on the  credit  card  debt and  capitalized  lease at
December  31, 2000.  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 February
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  Rimmer'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

          None

     (b)  REPORTS ON FORM 8-K

          There  were no  Reports on Form 8-K filed  during  the  quarter  ended
          December 31, 2000.

                                       13
<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: February 12, 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)

                                       14