UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

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

     For the quarterly period ended March 31, 2002

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the
     transition period from -------------- to --------------


                        Commission file number 333-30592

                               PROFITCOM.COM, INC.
                         ------------------------------
                             (Name of small business
                             issuer in its charter)


      Delaware                         6770                    98-0219578
--------------------------------------------------------------------------------
(State or other jurisdiction                   (IRS Employer Identification No.)
of incorporation or organization)


                                 Dejan Mirkovic
                          6812 Bryant Street, Burnaby,
                  British Columbia V5E 1S8 Canada 604-525-8137
          ------------------------------------------------------------
          (Address and telephone number of principal executive offices,
                          principal place of business,
                 and name, address and telephone number of agent
                             for service of process)

     Check whether the registrant filed all documents and reports required to be
filed by Section l2, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. NA

     State the number of shares  outstanding of each of the issuer's  classes of
common equity,  as of the latest  practicable  date: As of January 10, 2002, the
Company  there are  2,500,000  shares of common  stock  issued and  outstanding.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]




<PAGE>


                               PROFITCOM.COM, INC.
                 MARCH 31, 2002 QUARTERLY REPORT ON FORM 10-QSB
                                TABLE OF CONTENTS

                                                                     Page Number

Special Note Regarding Forward Looking Information.....................   2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements...........................................   3
Item 2. Plan of Operations.......... ..................................   4
Item 3. Quantitative and Qualitative Disclosures About Market Risk.....   5

PART II - OTHER INFORMATION

Item 1. Legal Proceedings..............................................   5
Item 2. Changes in Securities and Use of Proceeds......................   5
Item 3. Defaults Upon Senior Securities................................   5
Item 4. Submission of Matters to a Vote of Security Holders............   5
Item 5. Other Information..............................................   5
Item 6. Exhibits and Reports on Form 8-K...............................   5


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     To the extent that the  information  presented in this Quarterly  Report on
Form  10-QSB  for  the  quarter  ended  March  31,  2002   discusses   financial
projections,  information  or  expectations  about our  products or markets,  or
otherwise  makes  statements  about future events,  such statements are forward-
looking. We are making these forward-looking  statements in reliance on the safe
harbor  provisions  of the  Private  Securities  Litigation  Reform Act of 1995.
Although we believe that the  expectations  reflected  in these  forward-looking
statements are based on reasonable assumptions,  there are a number of risks and
uncertainties  that could cause actual  results to differ  materially  from such
forward-looking  statements.  These risks and uncertainties are described, among
other places in this Quarterly Report, in "Plan of Operations".

     In addition,  we disclaim  any  obligations  to update any  forward-looking
statements to reflect events or  circumstances  after the date of this Quarterly
Report.  When considering such  forward-looking  statements,  you should keep in
mind the risks  referenced  above and the other  cautionary  statements  in this
Quarterly Report.


                                        3
<PAGE>


                         PART I -- FINANCIAL INFORMATION

                                     PART I
                              FINANCIAL INFORMATION

Item 1. Financial Statements

     The  condensed  financial  statements  for the periods ended March 31, 2002
included  herein have been  prepared by  PROFITCOM.COM,  INC.,  (the  "Company")
without  audit,  pursuant to the rules and  regulations  of the  Securities  and
Exchange  Commission  (the  "Commission").  In the  opinion of  management,  the
statements  include all  adjustments  necessary to present  fairly the financial
position of the Company as of March 31, 2002,  and the results of operations and
cash  flows for the three  month  periods  ended  March 31,  2002 and 2001.  The
Company's  results of operations during the three months of the Company's fiscal
year are not  necessarily  indicative of the results to be expected for the full
fiscal year. The financial  statements included in this report should be read in
conjunction  with the  financial  statements  and notes thereto in the Company's
Annual Report on Form 10-KSB for the fiscal years ended December 31, 2001.

STATEMENTS
REPORT OF INDEPENDENT ACCOUNTANTS............................................F-1
Balance Sheet as of March 31, 2002 and December 31, 2001. . .................F-2
Statement of Operations for the three months ended March 31, 2002 and 2001...F-3
Statement of Cash Flows for the three months ended March 31, 2002 and 2001...F-4
Statement of Stockholders' Equity for the three months ended March 31, 2002 .F-5
Notes to Consolidated Financial Statements...................................F-6

                                        4
<PAGE>




                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Shareholders and Directors of
  Profitcom.com, Inc. (a delopment stage company)

     I  have   reviewed  the   accompanying   consolidated   balance   sheet  of
Profitcom.com,  Inc. (a development stage company) as of March 31, 2002, and the
related  statements of operations  and of cash flows for the three month periods
ended March 31, 2001 and 2002. These financial statements are the responsibility
of the Company's management.

     I have conducted my review in accordance with standards  established by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing standards  generally accepted in the United States, the
objective  of which is the  expression  of an opinion  regarding  the  financial
statements taken as a whole. Accordingly, I do not express such an opinion.

     Based on my  review,  I are not aware of any  material  modifications  that
should be made to the accompanying  consolidated  interim  financial  statements
referred  to  above  for  them  to  be in  conformity  with  generally  accepted
accounting principles.

     I  previously  audited  in  accordance  with  generally  accepted  auditing
standards,  the balance sheet as of December 31, 2001 and the related statements
of operations,  of changes in shareholders'equity and of cash flows for the year
then ended (not presented  herein),  and in my report dated June 25, 2002,  that
was prepared assuming that Profitcom.com, Inc.(a development stage company) will
continue as a going concern.  As more fully described in Note 2, the Company has
incurred  operating  losses since the date of inception and requires  additional
capital to continue  operations.  These conditions raise substantial doubt about
the Company's ability to continue as a going concern.  Management's  plans as to
these matters are  described in Note 2. The financial  statements do not include
any  adjustments  to reflect  the  possible  effects on the  recoverability  and
classification of assets or the amounts and  classifications of liabilities that
may result from the possible  inability  of  Profitcom.com,  Inc.(a  development
stage company) to continue as a going concern.  In my opinion,  the accompanying
balance  sheet  information  as of December 31, 2001, is fairly  stated,  in all
material  respects  in  relation  to the  balance  sheet  from which it has been
derived.




Thomas Monahan Certified Public Accountant
Paterson, New Jersey
June 25, 2002


                                       F-1
<PAGE>


                              PROFITCOM.COM, INC.
                       (A development stage company)
                                  BALANCE SHEET



                                                       December 31,   March 31,
                                                          2001         2002
                                                                     Unaudited
                                                     -----------    ----------

ASSETS

Current assets

 Cash                                                  $     425      $ 31,219
                                                          ------        ------
 Total current assets                                        425        31,319


    Total                                             $      425      $ 31,319
                                                          ======       =======



LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities

Accrued liabilities                                   $     500      $  500
                                                      ---------        ----
Total current liabilities                             $     500         500



STOCKHOLDERS' EQUITY

 Preferred stock, $.001 par value;
  5,000,000 shares authorized;
  -0- shares issued and outstanding

 Common stock, $.001 par value; 50,000,000
 shares authorized; As of December 31,
 2001 and March 31, 2002 there were
 2,500,000 and 2,500,000
 shares issued and outstanding respectively           $   2,500     $ 2,500

 Additional paid-in capital                              22,500      22,500
 Common stock subscribed                                             30,905

 Deficit accumulated during the
 development stage                                      (25,075)   ( 25,086)
                                                      ---------     -------
    Total stockholders equity                         $     (75)    $30,819
                                                      ---------     -------
    TOTAL LIABILITIES AND
       STOCKHOLDERS' EQUITY                           $     425    $ 31,319
                                                      =========      ======


                       See notes to financial statements.

                                       F-2
<PAGE>

<TABLE>
                               PROFITCOM.COM, INC.
                          (A development stage company)
                             STATEMENT OF OPERATIONS

<CAPTION>
                                                          For the      For the       For the period
                                                        three months  three months   from inception
                                                            ended       ended        March 22, 2000
                                                          March 31,     March 31,      to March 31,
                                                            2002        2001              2002
                                                          Unaudited    Unaudited        Unaudited
                                                          -----------   -----------   ---------------
<S>                                                       <C>           <C>           <C>

Income                                                        $-0-       $  -0-          $   -0-

Costs of goods sold                                            -0-          -0-              -0-
                                                            -------      ---------         ------


Operations:

General and administrative                                    2,517            11          25,086

Amortization                                                   -0-            -0-            -0-
                                                             ------         -------          ------

Total costs                                                   2,517             11          25,086



Net profit (loss)                                          $( 2,517)       $(   11)       $(25,086)
                                                            =======         =======         =======


PER SHARE AMOUNTS:

Net loss per share -
   basic and diluted                                         $(0.00)        $(0.00)
                                                             ======          ======

Weighted-average number of
shares outstanding -
   basic and diluted                                       2,500,000      2,511,111
                                                           =========      ==========


</TABLE>
                     See notes to financial statements.

                                       F-3

<PAGE>

<TABLE>


                               PROFITCOM.COM, INC.
                          (A development stage company)
                             STATEMENT OF CASH FLOWS

<CAPTION>

                                                           For the      For the      For the period
                                                         three months three months   from inception
                                                            ended       ended         March 22, 2000
                                                          March 31,     March 31,      to March 31,
                                                            2002         2001              2002
                                                           Unaudited    Unaudited        Unaudited
                                                          -----------   -----------   ---------------
<S>                                                       <C>           <C>           <C>


CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                                  $ ( 2,517)     $  (    11)   $  (25,086)
 Item not affecting cash
  flow from operations:
   Amortization                                                                               -0-

   Accrued expenses                                                                            500
                                                           ---------         -------        -------
    NET CASH USED IN OPERATING
       ACTIVITIES                                            ( 2,517)        (    11)     ( 24,586)

CASH USED IN INVESTING ACTIVITIES                              -0-              -0-           -0-

CASH FLOWS FROM FINANCING ACTIVITY:
 Sales of common stock                                                        30,905        55,905
                                                                              ------          -------
TOTAL CASH FLOWS FROM
  FINANCING ACTIVITIES                                                        30,905        55,905

Increase (decrease) in cash                                  (2,517)          30,895         31,319
Cash balance beginning of period                              2,997              425           -0-
                                                           ---------         ------         ------
CASH, end of period                                         $   480          $31,319        $31,319

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest                                      $     -         $  -           $    -
Cash paid for income taxes                                  $     -         $  -           $    -

</TABLE>
                     See notes to financial statements.

                                       F-4

<PAGE>


<TABLE>
                              PROFITCOM.COM, INC.
                       (A development stage company)
                        STATEMENT OF STOCKHOLDERS' EQUITY

<CAPTION>
                                                                       Deficit
                                                                     accumulated
                                                         Additional   during
                Preferred  Preferred  Common   Common    paid in     development
                  stock      stock     stock    stock    capital        stage      Total
                (shares)      ($)     (shares)  ($)      ($)            ($)         ($)
------------------------------------------------------------------------------------------
<S>            <C>         <C>        <C>       <C>     <C>           <C>          <C>




Sale of 2,500,000
shares of
common stock
December 31, 2000    0     $  0        2,500,000  $ 2,500    $ 22,500                    $ 25,000

Net profit (loss)                                                             $ (22,503)  (22,503)
- ------------------------------------------------------------------------------------------------
Balance
December 31, 2000    0     $  0        2,500,000  $ 2,500    $ 22,500 $         (22,503) $  2,497

Net loss                                                                        ( 2,572)   (2,572)
--------------------------------------------------------------------------------------------------
Balance
December 31, 2001    0     $  0        2,500,000  $ 2,500    $ 22,500           (25,075)      (75)

Unaudited

Common stock
Subscribed                                                             30,905              30,905

Net loss                                                                        (     11)  (   11)
---------------------------------------------------------------------------------------------------
Balances
June 30, 2001           0   $    0          2,500,000 $  2,500   $ 22,500  $30,905   $(25,037)$ $31,319

</TABLE>


                     See notes to financial statements.


                                       F-5
<PAGE>



                               PROFITCOM.COM, INC.
                   ------------------------------------------

                          NOTES TO FINANCIAL STATEMENTS
              ----------------------------------------------------
                                   (unaudited)

NOTE 1 - BASIS OF PRESENTATION

     The financial statements included herein have been prepared by the Company,
without  audit,  pursuant to the rules and  regulations  of the  Securities  and
Exchange  Commission.  Certain  information  and footnote  disclosures  normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles have been condensed or omitted pursuant to such rules and
regulations.

     In the opinion of the  Company's  management,  the  accompanying  unaudited
financial  statements contain all adjustments,  consisting solely of those which
are of a normal  recurring  nature,  necessary to present  fairly its  financial
position as of March 31, 2002,  the results of its operations and cash flows for
the three months ended March 31, 2001 and 2002.

     Interim  results  are not  necessarily  indicative  of results for the full
fiscal year.

     The Company is a "blank check" company which plans to search for a suitable
business to merge with or acquire. Operations since incorporation have consisted
primarily  of  obtaining  capital  contributions  by the  initial  investor  and
activities  regarding the  registration  of the offering with the Securities and
Exchange Commission.

 NOTE 2 - LOSS PER SHARE

     Basic  loss  per  common  share is  computed  by  dividing  the loss by the
weighted average number of common shares outstanding  during the period.  During
the three  months  ending  March 31,  2002,  there were no  dilutive  securities
outstanding.


                                       F-6
<PAGE>



NOTE 3 - RULE 419 REQUIREMENTS

     Rule 419 requires  that  offering  proceeds be deposited  into an escrow or
trust account (the "Deposited Funds" and "Deposited  Securities",  respectively)
governed by an agreement which contains  certain terms and provisions  specified
by that rule.  The Company may  receive  10% of the  escrowed  funds for working
capital.  The remaining  Deposited  Funds and the Deposited  Securities  will be
released  to the  Company  and to the  investors,  respectively,  only after the
Company has met the following three basic  conditions.  First,  the Company must
execute an agreement for an acquisition  meeting  certain  prescribed  criteria.
Second,  the Company must file a  post-effective  amendment to its  registration
statement which includes the terms of a  reconfirmation  offer that must contain
conditions  prescribed  by Rule  419.  The  post-effective  amendment  must also
contain  information  regarding  the  acquisition  candidate  and its  business,
including  audited  financial  statements.  The  agreement  must  include,  as a
condition  precedent  to its  consummation,  a  requirement  that the  number of
investors who  contributed  at least 80% of the offering  proceeds must elect to
reconfirm their investments.  Third, the Company must conduct the reconfirmation
offer and satisfy all of the prescribed conditions. The post-effective amendment
must also include the terms of the  reconfirmation  offer  mandated by Rule 419.
After the Company submits a signed  representation  to the escrow agent that the
requirements of Rule 419 have been met and after the acquisition is consummated,
the escrow  agent can  release the  Deposited  Funds and  Deposited  Securities.
Investors who do not reconfirm  their  investments  will receive the return of a
pro rata portion thereof; and in the event investors  representing less than 80%
of the Deposited Funds reconfirm their investments,  the Deposited Funds will be
returned to all the investors on a pro rata basis.

NOTE 4 -  Loss Per Share

     Basic and diluted loss per share is computed by dividing  consolidated  net
loss by the weighted average number of shares of common stock outstanding during
the year.  Common  stock  equivalents  are not  included in the diluted loss per
share for period from inception, to September 30, 2001 as they are antidilutive.

NOTE 5 - PUBLIC OFFERING

     The Company is offering, on a "best efforts all-or-none basis" will consist
of 1,000,000  units at $.05 per unit or an aggregate  offering price of $50,000.
Each unit will consist of one share of common stock and three redeemable  common
stock  purchasewarrants.  Each warrant is  exercisable  into one share of common
stock  for a period  of two  years  from the  effective  date of a  registration
statement  relatingto the underlying  shares of common stock, the "A" Warrant at
$.50, the "B"Warrant at $1.00, the "C" Warrant at $2.00.

     As of March 31, 2002,  the Company has sold an  aggregate of 618,100  units
for an aggregate consideration of $30,905.


                                       F-7
<PAGE>



     The Company has reserved an  aggregate of 1,854,300  shares of common stock
pending the exercise of these warrants.

NOTE 6  INCOME TAXES


     The Company  accounts for income taxes in accordance  with the Statement of
Financial  Accounting  Standards No. 109,  "Accounting  for Income Taxes," which
requires the  recognition  of deferred tax  liabilities  and assets at currently
enacted tax rates for the expected  future tax  consequences of events that have
been included in the financial  statements or tax returns. A valuation allowance
is  recognized  to reduce the net  deferred  tax asset to an amount that is more
likely than not to be  realized.  The tax  provision  shown on the  accompanying
statement of operations is zero since the deferred tax asset  generated from the
net  operating  loss is offset in its entirety by a valuation  allowance.  State
minimum taxes will be expensed as incurred.


                                       F-8
<PAGE>








     Item 2. PLAN OF OPERATION

     Profitcom.com  does not currently  engage in any business  activities which
provide any cash flow. The costs of  identifying,  investigating,  and analyzing
business combinations are being paid with money in Profitcom.com's treasury, and
not with proceeds received from Profitcom.com's initial public offering.

     Profitcom.com  may seek a business  combination  in the form of firms which
have  recently  commenced  operations,  are  developing  companies  in  need  of
additional  funds for  expansion  into new  products or markets,  are seeking to
develop a new product or service,  or are  established  businesses  which may be
experiencing  financial or operating  difficulties and are in need of additional
capital. A business  combination may involve the acquisition of, or merger with,
a company which does not need substantial  additional  capital but which desires
to establish a public trading market for its shares,  while avoiding what it may
deem to be adverse consequences of undertaking a public offering itself, such as
time delays,  significant  expense,  loss of voting control and compliance  with
various Federal and State securities laws.

     Profitcom.com  will not acquire a target  business unless the fair value of
the  target  business  represents  80%  of the  maximum  offering  proceeds.  To
determine the fair market value of a target business, Profitcom.com's management
will examine the certified  financial  statements  (including balance sheets and
statements  of cash flow and  stockholders'  equity) of any  candidate  and will
participate in a personal inspection of any potential target business.

     In the event the proceeds of this offering are not  sufficient to enable us
successfully to fund a business  combination,  we may seek additional financing.
At this time, we believe that the proceeds of this offering and the  possibility
for additional funding through warrant exercise will be sufficient and therefore
do not expect to issue any additional securities before we consummate a business
combination.  However, we may issue additional securities, incur debt or procure
other types of  financing if needed.  We have not entered  into any  agreements,
plans or proposals for such  financing and at present have no plans to do so. We
will not use the escrowed funds as collateral or security for any loan. Further,
the escrowed  funds will not be used to pay back any loan  incurred by us. If we
require  additional  financing,  there is no guarantee  that  financing  will be
available to us or, if  available,  that such  financing  will be on  acceptable
terms.

                                       4
<PAGE>


     Item 3.  CONTROLS AND PROCEDURES

     On December 1, 2002, our Company's  management  concluded its evaluation of
the  effectiveness  of the  design and  operation  of the  Company's  disclosure
controls  and  procedures.  As of  the  Evaluation  Date,  the  Company's  Chief
Executive  Officer and its Chief  Financial  Officer  concluded that the Company
maintains  disclosure  controls and  procedures  that are effective in providing
reasonable  assurance that information required to be disclosed in the Company's
reports under the Securities Act of 1934 (Exchange Act) is recorded,  processed,
summarized and reported within the time periods specified in the SEC's rules and
forms,  and  that  such  information  is  accumulated  and  communicated  to the
Company's  management,  including  its  Chief  Executive  Officer  and its Chief
Financial Officer, as appropriate,  to allow timely decisions regarding required
disclosure.  The  Company's  management  necessarily  applied  its  judgment  in
assessing  the costs and benefits of such  controls and  procedures,  which,  by
their  nature,  can provide only  reasonable  assurance  regarding  management's
control  objectives.  There have been no  significant  changes in the  Company's
internal  controls or in other  factors  that could  significantly  affect these
controls subsequent to the Evaluation Date.

                                        5
<PAGE>






     PART II OTHER INFORMATION

     Item 1. Legal Proceedings.

     No legal proceedings were brought, are pending or are threatened during the
quarter.


     Item 2. Changes in Securities

     None.

     Item 3. Defaults upon Senior Securities

     None.

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

     None.

     Item 5. Other information

     None.

     Item 6. Exhibits and Reports on Form 8-K

     No 8-K has been filed.

                                        6

<PAGE>




                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, as amended,  the Registrant has duly caused this report to
be signed on it behalf by the undersigned, thereunto duly authorized.




/s/Dejan Mirkovic
--------------------------                      Dated: January 10, 2003
Dejan Mirkovic
President, Director

/s/Mark Greenberg
--------------------------                      Dated: January 10, 2003
Mark Greenberg
Secretary, Director