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

                                   Form 10-QSB

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

For the quarter ended: May 31, 2001
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 May 31,  2001,  there are  6,000,000  shares  of voting  stock of the
registrant issued and outstanding.












<PAGE>




                                     PART I

Item 1. Financial Statements






                           ESSENTIALSYSTEMS.COM, INC.

                              FINANCIAL STATEMENTS

                           AS OF MAY 31, 2001 AND 2000











<PAGE>





ESSENTIALSYSTEMS.COM, INC.


TABLE OF CONTENTS





                                                                          Page


Accountants' Review Report                                                 F-1

Balance Sheet                                                              F-2

Statement of Operations and Deficit Accumulated
During the Development 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 May 31, 2001, and
2000, and the related  statements of Operations and Deficit  accumulated  during
the development stage,  changes in stockholders'  equity, and Cash Flows for the
three  months then  ended,  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
July 12, 2001



                  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



May 31,                                                                         2001           2000
-------------------------------------------------------------------- ------------------------------
<S>                                                                  <C>           <C>
ASSETS

Current Assets:
     Cash                                                            $         476 $          1,740
---- --------------------------------------------------------------- ------------- -----------------

TOTAL CURRENT ASSETS                                                           476            1,740
-------------------------------------------------------------------- ------------- -----------------

                                                                     $         476 $          1,740
---- --------------------------------------------------------------- ------------- -----------------

LIABILITIES

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

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

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

STOCKHOLDERS' EQUITY

Common stock - $.0001 par value - 50,000,000 shares authorized                 600              600
6,000,000 shares issued and outstanding
     Preferred stock - no par value - 10,000,000 shares authorized
           No shares issued and outstanding                                      -                -
     Additional paid-in-capital                                             25,200           18,000
     Deficit accumulated during the developmental stage                    (25,324)         (16,860)
---- --------------------------------------------------------------- ------------- -----------------

TOTAL STOCKHOLDERS' EQUITY                                                     476            1,740
-------------------------------------------------------------------- ------------- -----------------

                                                                     $         476 $          1,740
---- --------------------------------------------------------------- ------------- -----------------
</TABLE>


                 See Accompanying Notes to Financial Statements

                                       F-2

<PAGE>




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

STATEMENT OF OPERATIONS AND DEFICIT
                         ACCUMULATED DURING THE DEVELOPMENT STAGE







For the six months ended May 31,                                      2001           2000
--------------------------------------------------------------   -------------- --------------
<S>                                                              <C>            <C>
Revenues                                                         $            - $            -
--------------------------------------------------------------   -------------- --------------


Operating expenses:
    Professional fees                                            $            - $       10,500
    Taxes and licenses                                                        -            150
    Office                                                                   95            110
    Office space                                                            600            600
    Personnel services                                                    3,000          3,000
    Bank charges                                                             94              -
--- ----------------------------------------------------------   -------------- --------------

Total operating expenses                                                  3,789         14,360
--------------------------------------------------------------   -------------- --------------

Loss before income taxes                                                 (3,789)       (14,360)
    Income taxes                                                              -              -
--- ----------------------------------------------------------   -------------- --------------

Net loss                                                                 (3,789)       (14,360)

Deficit accumulated during the
         development stage - beginning of the year                      (21,535)        (2,500)
--------------------------------------------------------------   -------------- --------------

Deficit accumulated during the
         development stage - end of the year                     $       (25324)$      (16,860)
--------------------------------------------------------------   -------------- --------------

Net loss per share                                                       (0.000)       (0.0024)
--------------------------------------------------------------   -------------- --------------

Weighted average shares of common stock                               6,000,000      6,000,000
--------------------------------------------------------------   -------------- --------------
</TABLE>


                 See Accompanying Notes to 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
       and space                                    -              -           -        10,800               -         10,800


Deficit accumulated during
    the development stage                           -              -           -             -         (25,324)       (25,324)
--- ------------------------------------- ------------ --------------- ----------- ------------- -------------- --------------



Balance - May 31, 2001                      6,000,000  $           -   $     600   $    25,200   $     (25,324) $        476
----------------------------------------- ------------ --------------- ----------- ------------- -------------- --------------
</TABLE>


                 See Accompanying Notes to Financial Statements

                                       F-4

<PAGE>




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

Statement of Cash Flows



For the six months ended May 31,                               2001            2000
--------------------------------------------------------- -------------------------------
<S>                                                       <C>              <C>
Operating Activities:

        Net loss                                          $     (3,789)    $     (14,360)
    Adjustments to reconcile net loss to net cash
         used by operating activities:
             Increase in:
                 Issuance of common stock for services           3,600             3,600
-------- --- --- ---------------------------------------- ------------     --------------


Net cash used by operating activities                             (189)          (10,760)
--------------------------------------------------------- ------------     --------------

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


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


Net increase (decrease) in cash                                   (189)            1,740
--------------------------------------------------------- ------------     --------------


 Cash - Beginning of the year                                      665                 -
--------------------------------------------------------- ------------     --------------


 Cash - End of the year                                   $        476     $       1,740
--------------------------------------------------------- ------------     --------------
</TABLE>

                 See Accompanying Notes to 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 May 31, 2001 interim financial statements include all adjustments,  which in
the  opinion  of  management  are  necessary  in  order  to make  the  financial
statements not misleading.

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.



                                       F-6

<PAGE>



ESSENTIALSYSTEMS.COM, INC.
NOTES TO FINANCIAL STATEMENTS

Note B - Stockholders' Equity (cont'd):

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

At May 31,  2001,  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 May 31, 2001.

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 $22,824 that may be offset
against  future  taxable  income.  If not used, the carry forward will expire in
2021.

The amount  recorded as deferred  tax assets,  cumulative  as of May 31, 2001 is
$3,400, which represents the amounts of tax benefits of loss carry-forwards. The
Company has  established  a valuation  allowance  for this deferred tax asset of
$3,400, 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 May 31,
2001. It has not established revenues sufficient to cover operating costs and to
allow it to continue as a going concern.

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-7

<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.  Because  of the  nature of the  Company  as a
development stage company, it is unlikely that it could

                                       12

<PAGE>



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.



                                       13

<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 May 31, 2001,  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 May 31,
2001.





                                       14

<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: July 18, 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



July 18, 2001       By: /s/ Kevin L. Bell                  President, Secretary,
                    ----------------------------            Treasurer, Director
                    Kevin L. Bell












                                                        15

<PAGE>