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

                                 Amendment 2 to
                                   Form 10-QSB

             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

For the quarter ended:  August 31, 2000
Commission file no.:  0-29821

                           essentialsystems.com, Inc.
          ------------------------------------------------------------
                 (Name of Small Business Issuer in its Charter)

         Florida                                              65-0965465
------------------------------------                    -----------------------
(State or other jurisdiction of                         (I.R.S.Employer
incorporation or organization)                          Identification No.)


222 Lakeview Avenue, PMB 160-183
West Palm Beach                                                 33401
------------------------------------------              -----------------------
(Address of principal executive offices)                    (Zip Code)

Issuer's telephone number: (561) 659-6530

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

     Title of each class                              Name of each exchange
                                                        on which registered

         None                                                  None
-----------------------------------                   --------------------------

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

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

Copies of Communications Sent to:

                                      Donald F. Mintmire
                                      Mintmire & Associates
                                      265 Sunrise Avenue, Suite 204
                                      Palm Beach, FL 33480
                                      Tel: (561) 832-5696 - Fax: (561) 659-5371


<PAGE>



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

                           Yes   X          No
                                ---            ---

         As of August 31, 2000,  there are  6,000,000  shares of voting stock of
the registrant issued and outstanding.


                                     PART I

Item 1. Financial Statements


                           ESSENTIALSYSTEMS.COM, INC.

                                TABLE OF CONTENTS

                                                                         Page

Accountants' Review Report...............................................F-1

Balance Sheet............................................................F-2

Statement of Operations and Deficit Accumulated
       During the Developmental Stage....................................F-3

Statement of Changes in Stockholders' Equity.............................F-4

Statement of Cash Flows..................................................F-5

Notes to Financial Statements............................................F-6
















<PAGE>



                               Dorra Shaw & Dugan
                          Certified Public Accountants


ACCOUNTANTS' REVIEW REPORT

The Board of Directors and Stockholders
Essentialsystems.Com, Inc.
Palm Beach, Florida

We have reviewed the accompanying balance sheet of Essentialsystems.Com, Inc. (a
Florida  corporation and a development stage company) as of August 31, 2000, and
the  related  statements  of  Operations  and  Deficit  accumulated  during  the
development  stage,  changes  in  stockholders'  equity,  and Cash Flows for the
period  December  1, 1999 to August  31,  2000,  and  March  15,  1996  (date of
inception) to August 31, 2000, in  accordance  with  Statements on Standards for
Accounting  and Review  Services  issued by the American  Institute of Certified
Public Accountants.  All information  included in these financial  statements is
the representation of the management of Essentialsystems.Com, Inc.

A review consists  principally of inquiries of company  personnel and analytical
procedures  applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion  regarding the financial  statements taken
as a whole. Accordingly, we do not express such an opinion.

Based  upon our  review,  we are not aware of any  material  modifications  that
should be made to the accompanying  financial statements in order for them to be
in conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern. As shown in the financial  statements,
the Company has incurred net losses since its inception. The Company's financial
position and  operating  results  raise  substantial  doubt about its ability to
continue as a going concern.  Management's plan regarding those matters also are
described in Note D. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.


/s/ Dorra Shaw & Dugan
Certified Public Accountants
October 11, 2000


                   270 South County Road, Palm Beach, FL 33480
                   Telephone (561) 822-9955 Fax (561) 832 7580
                              Website: dsd-cpa.com

                                       F-1



<PAGE>




<TABLE>
<CAPTION>
ESSENTIALSYSTEMS.COM, INC.
(A Development Stage Company)

BALANCE SHEET




 August 31,                                                                    2000
------------------------------------------------------------------- ---------------
<S>                                                                 <C>
ASSETS

Current Assets:
    Cash                                                            $         1,210
---- -------------------------------------------------------------- ---------------

TOTAL CURRENT ASSETS                                                          1,210
------------------------------------------------------------------- ---------------

                                                                    $         1,210
---- -------------------------------------------------------------- ---------------

LIABILITIES

Current Liabilities:
     Accrued expenses                                               $             -
---- -------------------------------------------------------------- ---------------

TOTAL CURRENT LIABILITIES                                                         -
------------------------------------------------------------------- ---------------

                                                                                  -
---- -------------------------------------------------------------- ---------------

STOCKHOLDERS' EQUITY

     Common stock - $.0001 par value - 50,000,000 shares authorized
           6,000,000 shares issued and outstanding                              600
     Preferred stock - no par value - 10,000,000 shares authorized
           No shares issued and outstanding                                       -
     Additional paid-in-capital                                              19,800
     Deficit accumulated during the developmental stage                     (19,190)
---- -------------------------------------------------------------- ---------------

TOTAL STOCKHOLDERS' EQUITY                                                    1,210
------------------------------------------------------------------- ---------------

                                                                    $         1,210
---- -------------------------------------------------------------- ---------------
</TABLE>


    The accompanying notes are an integral part of the financial statements.

                                       F-2





<PAGE>





<TABLE>
<CAPTION>
ESSENTIALSYSTEMS.COM, INC.
(A Development Stage Company)

STATEMENT OF OPERATIONS AND DEFICIT
    ACCUMULATED DURING THE DEVELOPMENTAL STAGE

                                                                                                  For the period
                                                                                                  March 15, 1996
                                                                                                (date of inception)
For the period December 1, 1999 (date of inception) to August 31,                     2000       to August 31, 2000
------------------------------------------------------------------------------- ---------------- ------------------

Revenues                                                                        $             -
------------------------------------------------------------------------------- ---------------- ------------------
<S>                                                                             <C>              <C>
Operating expenses:
    Professional fees                                                                     11,000         11,000
    Taxes and licenses                                                                       150            150
    Office                                                                                   110            110
    Office Space                                                                             900            900
------------------------------------------------------------------------------- ---------------- --------------
    Personal services                                                                      4,500          7,000
------------------------------------------------------------------------------- ---------------- --------------
    Bank charges                                                                              30             30
------------------------------------------------------------------------------- ---------------- --------------

------------------------------------------------------------------------------- ---------------- --------------

Total operating expenses                                                                  16,690         19,190

------------------------------------------------------------------------------- ---------------- --------------

Loss before income taxes                                                                 (16,690)       (19,190)
    Income taxes                                                                               -
------------------------------------------------------------------------------- ---------------- --------------

Net loss                                                                                 (16,690)       (19,190)

Deficit accumulated during the
         development stage - December 1, 1999                                   $         (2,500)$            -
------------------------------------------------------------------------------- ---------------- --------------

Deficit accumulated during the
         development stage - August 31 2000                                     $        (19,190)$      (16,860)
------------------------------------------------------------------------------- ---------------- --------------

Net loss per share                                                                         (0.00)
------------------------------------------------------------------------------- ---------------- --------------

Weighted average shares of
    common stock                                                                       5,834,600
</TABLE>




    The accompanying notes are an integral part of the financial statements.

                                       F-3



<PAGE>




<TABLE>
<CAPTION>
ESSENTIALSYSTEMS.COM, INC.
(A Development Stage Company)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY




--- ------------------------------- -------------------------- ------------------------ -----------------
                                                                     Additional
                                    Number of    Preferred   Common   Paid - In Deficit
                                     Shares       Stock      Stock     Capital  Accumulated    Total
--- ------------------------------- ------------ ----------- -------- --------- ----------- -------------
<S>                                  <C>         <C>         <C>      <C>       <C>         <C>
Beginning balance:

                     March 15, 1996   3,000,000  $        -  $    300 $   1,200 $        -  $      1,500
    March 15, 1996 - Services         2,500,000           -       250       750          -         1,000
                (Date of Inception)


Issuance of Common Stock:

    February 25, 2000                   500,000            -       50    12,450          -        12,500

    Contributed services                      -            -        -     5,400          -         5,400
         and space


Deficit accumulated during
              the development stage           -            -        -         -    (19,190)      (19,190)
--- ------------------------------- ------------ ------------ ------- --------- ----------- -------------



Balance - August 31, 2000             6,000,000  $         -  $   600 $  19,800 $  (19,190) $      1,210
----------------------------------- ------------ ------------ ------- --------- ----------- -------------
</TABLE>


    The accompanying notes are an integral part of the financial statements.

                                       F-4



<PAGE>





<TABLE>
<CAPTION>
ESSENTIALSYSTEMS.COM, INC.
(A Development Stage Company)

Statement of Cash Flows


                                                                                For the period
                                                                                March 15, 1996
                                                                                (date of inception)
For the period December 1, 1999 to August 31,                      2000         to August 31, 2000
-------------------------------------------------------------- -----------------------------------
<S>                                                            <C>              <C>
Operating Activities:
     Net loss                                                  $        (16,690)$        (19190)
     Adjustments to reconcile net loss to net cash
         used by operating activities:
             Increase in:
                 Issuance of common stock for services                    5,400           7,900
---- --- --- --- --------------------------------------------- ---------------- ----------------


Net cash used by operating activities                                   (11,290)        (11,290)
-------------------------------------------------------------- ---------------- ----------------


Financing activities:
     Issuance of Common Stock                                            12,500          12,500
---- --------------------------------------------------------- ---------------- ----------------


Net cash provided by financing activities                                12,500          12,500
-------------------------------------------------------------- ---------------- ----------------


Net increase in cash                                                      1,210           1,210
-------------------------------------------------------------- ---------------- ----------------


 Cash - August 31, 2000                                        $          1,210 $          1,210
-------------------------------------------------------------- ---------------- ----------------
</TABLE>


    The accompanying notes are an integral part of the financial statements.

                                       F-5



<PAGE>



ESSENTIALSYSTEMS.COM, INC.
NOTES TO FINANCIAL STATEMENTS

Note A - Summary of Significant Accounting Policies:

Organization

Essentialsystems.Com,   Inc.  (a   development   stage  company)  is  a  Florida
Corporation   organized  to   distribute   and  sell  at  wholesale  and  retail
sophisticated  electronic  surveillance  equipment  and devices for security and
other purposes.  The Company failed in its attempt to  successfully  develop its
initial  business  plan and during  December  1996  abandoned  its efforts.  The
Company was inactive and there were no transactions from August 1996 to the date
of  reinstatement  by the State of Florida on December  14, 1999 that affect the
balances reflected in the financial statements as of December 1, 1999.

The Company has a new business plan,  which was adopted on or about December 15,
1999, which is to engage in seeking potential operating  businesses and business
opportunities  with the intent to acquire  or merge  with such  businesses.  The
assets of the Company  will be used for its  expenses of  operation to implement
this plan.

Accounting Method

The Company's  financial  statements  are prepared  using the accrual  method of
accounting. The Company has elected a November 30 year-end.

Start - Up Costs

Start - up and organization costs are being expensed as incurred.

Loss Per Share

The  computation  of loss per  share of  common  stock is based on the  weighted
average number of shares outstanding at the date of the financial statements.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect certain  reported amounts and  disclosures.  Accordingly,  actual results
could differ from those estimates.

Interim Financial Statements

The August 31, 2000 interim financial statements include all adjustments,  which
in the  opinion  of  management  are  necessary  in order to make the  financial
statements not misleading.

                                       F-6




<PAGE>



ESSENTIALSYSTEMS.COM, INC.
NOTES TO FINANCIAL STATEMENTS

Note B - Stockholders' Equity:

On March 15,  1996,  the Company  issued  5,500,000  shares of common  stock for
$1,500 cash and the fair market value of services, valued at $1,000, rendered by
its initial stockholders.

On February 25, 2000 the company  issued a total  500,000  additional  shares of
common stock for the sum of $12,500.

The $11,000 in  professional  fees  includes the costs and expenses of legal and
accounting   service   associated   with  the  preparation  and  filing  of  the
registration statement.

At August 31, 2000, the Company had authorized  50,000,000  shares of $.0001 par
value  common  stock  and had  6,000,000  shares  of  common  stock  issued  and
outstanding.  In addition, the Company authorized 10,000,000 shares of preferred
stock with the specific  terms;  conditions,  limitations  and preferences to be
determined by the Board of Directors. None of the preferred stock was issued and
outstanding as of August 31, 2000.

The Company  utilizes its legal counsel's  office at no charge and the Company's
president is not currently  compensated.  The Company  records the fair value of
these  services  as an expense and  contributed  capital at the rate of $100 per
month for office space, and $500 per month for personnel services respectively.


Note C - Income Taxes:

The Company has a net operating loss carry forward of $16,690 that may be offset
against  future  taxable  income.  If not used, the carry forward will expire in
2020.

The amount recorded as deferred tax assets,  cumulative as of August 31, 2000 is
$2,500, which represents the amounts of tax benefits of loss carry-forwards. The
Company has  established  a valuation  allowance  for this deferred tax asset of
$2,200, as the Company has no history of profitable operations.

Note D - Going Concern:

The  Company's  financial  statements  are  prepared  using  generally  accepted
accounting  principles  applied  to a  going  concern,  which  contemplates  the
realization  of assets and  liquidation  of  liabilities in the normal course of
business.  The Company has incurred losses from its inception through August 31,
2000. It has not established revenues sufficient to cover operating costs and to
allow it to continue as a going concern.



                                       F-7




<PAGE>



ESSENTIALSYSTEMS.COM, INC.
NOTES TO FINANCIAL STATEMENTS


Note D - Going Concern (con't):

Management   plans  currently   provide  for  experts  to  secure  a  successful
acquisition  or merger  partner so that it will be able to  continue  as a going
concern. In the event such efforts are unsuccessful,  contingent plans have been
arranged to provide that the current Director of the Company is to fund required
future  filings under the 34 Act, and existing  shareholders  have  expressed an
interest in  additional  funding if necessary to continue the Company as a going
concern.





                                       F-8


<PAGE>



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

         Management's Discussion and Analysis or Plan of Operation

         The Company is  considered  a  development  stage  company with limited
assets or capital,  and with no operations  or income since 1996.  The costs and
expenses  associated  with  the  preparation  and  filing  of this  registration
statement  and  other  operations  of  the  Company  have  been  paid  for  by a
shareholder, specifically Kevin L. Bell. Mr. Bell has agreed to pay future costs
associated  with filing future reports under Exchange Act of 1934 if the Company
is unable to do so. It is anticipated that the Company will require only nominal
capital to maintain the  corporate  viability of the Company and any  additional
needed funds will most likely be provided by the Company's existing shareholders
or its sole officer and director in the immediate future.  Current  shareholders
have not  agreed  upon the terms and  conditions  of future  financing  and such
undertaking  will be subject  to future  negotiations,  except  for the  express
commitment  of Mr. Bell to fund  required 34 Act filings.  Repayment of any such
funding will also be subject to such negotiations.  However,  unless the Company
is able to facilitate an acquisition of or merger with an operating  business or
is able to obtain  significant  outside  financing,  there is substantial  doubt
about its ability to continue as a going concern.

         In the  opinion of  management,  inflation  has not and will not have a
material  effect on the operations of the Company until such time as the Company
successfully  completes an acquisition or merger. At that time,  management will
evaluate the  possible  effects of inflation on the Company as it relates to its
business and operations following a successful acquisition or merger.

          Management  plans may but do not  currently  provide  for  experts  to
secure a  successful  acquisition  or merger  partner so that it will be able to
continue  as a going  concern.  In the  event  such  efforts  are  unsuccessful,
contingent  plans have been arranged to provide that the current Director of the
Company  is to fund  required  future  filings  under the 34 Act,  and  existing
shareholders  have  expressed an interest in additional  funding if necessary to
continue the Company as a going concern.

Plan of Operation

         During the next twelve  months,  the Company will actively seek out and
investigate possible business  opportunities with the intent to acquire or merge
with one or more business  ventures.  In its search for business  opportunities,
management  will follow the  procedures  outlined  in Item 1 above.  Because the
Company has limited funds, it may be necessary for the sole officer and director
to either advance funds to the Company or to accrue  expenses until such time as
a successful business  consolidation can be made. The Company will not make it a
condition  that the target company must repay funds advanced by its officers and
directors.  Management  intends  to hold  expenses  to a  minimum  and to obtain
services on a contingency basis when possible.  Further, the Company's directors
will defer any  compensation  until such time as an acquisition or merger can be
accomplished  and will strive to have the  business  opportunity  provide  their
remuneration. However, if the Company engages outside advisors or consultants in
its search for business  opportunities,  it may be necessary  for the Company to
attempt to raise  additional  funds. 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 the
private sale of its securities.

                                       11

<PAGE>



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 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.

Year 2000 Compliance

         The Company has confirmed that its systems are Year 2000 Compliant.  It
has experienced no Y2K problems to date.

Forward-Looking Statements

         This Form  10-QSB  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-QSB 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 analyses made
by the  Company in light of its  experience  and its  perception  of  historical
trends,  current  conditions and expected  future  developments as well as other
factors it believes  are  appropriate  in the  circumstances.  However,  whether
actual results or developments will conform with the Company's  expectations and
predictions is subject to a number of risks and uncertainties,  general economic
market and business  conditions;  the business  opportunities  (or lack thereof)
that  may be  presented  to and  pursued  by the  Company;  changes  in  laws or
regulation;  and other  factors,  most of which are  beyond  the  control of the
Company.  Consequently,  all of the forward-looking statements made in this Form
10-QSB  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.

PART II

Item 1. Legal Proceedings.

         The Company knows of no legal  proceedings to which it is a party or to
which any of its  property  is the  subject  which are  pending,  threatened  or
contemplated or any unsatisfied judgments against the Company.

                                       12

<PAGE>




Item 2. Changes in Securities and Use of Proceeds

         None

Item 3. Defaults in Senior Securities

         None

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

         No matter was  submitted  during the quarter  ending  August 31,  2000,
covered by this  report to a vote of the  Company's  shareholders,  through  the
solicitation of proxies or otherwise.

Item 5. Other Information

         None

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:

<TABLE>
<S>           <C>
Exhibit No.   Description
-----------   -------------------------------------------------------
3(i).1        Articles of Incorporation  of Eye Spy Surveillance Systems Plus, Inc.(1)

3(i).2        Articles of Amendment to Articles of Incorporation of Eye Spy Surveillance Systems
              Plus, Inc.(1)

3(ii).1       By-laws of essentialsystems.com, Inc.(1)
---------------------
</TABLE>

(1)  Incorporated herein by reference to the Company's Registration Statement on
     Form 10-SB.



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









                                       13

<PAGE>



                                   SIGNATURES
                              --------------------



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


                                 essentialsystems.com, Inc.
                                         (Registrant)


Date: March 23, 2001             BY:  /s/ KEVIN L. BELL
                                 ---------------------------
                                 Kevin L. Bell, President




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



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


March 23, 2001       By: /s/ Kevin L. Bell
                     --------------------------
                             Kevin L. Bell            President, Secretary,
                                                      Treasurer, Director











                                       14