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.:  000-29589

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

         Florida                                              58-2518569
------------------------------------                    -----------------------
(State or other jurisdiction of                         (I.R.S.Employer
incorporation or organization)                              Identification No.)

2958 Braithwood Court
Atlanta, GA                                                     30345
------------------------------------------              -----------------------
(Address of principal executive offices)                    (Zip Code)

Issuer's telephone number: (770) 414-9596


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

     Title of each class                               Names of each exchange
                                                         on which registered
         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 periods 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  5,500,000  shares  of voting  stock of the
registrant issued and outstanding.




<PAGE>



PART I

Item 1.           Financial Statements


DOLPHIN.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
Dolphin.Com, Inc.
Palm Beach, Florida


We have reviewed the accompanying balance sheet of Dolphin.Com,  Inc. (a Florida
corporation and a development stage company) as of May 31, 2001, and the related
statements of Operations and Deficit  accumulated  during the development stage,
changes in stockholders'  equity,  and Cash Flows for the six 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 Dolphin.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>
DOLPHIN.COM, INC.
(A Development Stage Company)

BALANCE SHEET



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

Current Assets:
    Cash                                                                         $         152
------------------------------------------------------------------------------  ---------------

TOTAL CURRENT ASSETS                                                                       152
------------------------------------------------------------------------------  ---------------

                                                                                 $         152
------------------------------------------------------------------------------  ---------------

LIABILITIES

Current Liabilities:
    Cash overdraft                                                               $           -
------------------------------------------------------------------------------  ---------------

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

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

STOCKHOLDERS' EQUITY

    Common stock - $.0001 par value - 50,000,000 shares authorized                         550
          5,500,000 shares issued and outstanding
    Preferred stock - no par value - 10,000,000 shares authorized                            -
          No shares issued and outstanding
    Additional paid-in-capital                                                           3,346
    Deficit accumulated during the developmental stage                                  (3,744)
------------------------------------------------------------------------------  ---------------

TOTAL STOCKHOLDERS' EQUITY                                                                 152
------------------------------------------------------------------------------  ---------------

                                                                                 $         152
------------------------------------------------------------------------------  ---------------
</TABLE>



                 See Accompanying Notes to Financial Statements

                                       F-2


<PAGE>




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

STATEMENT OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE





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


Operating expenses:
    Bank charges                                                                             94
--- --------------------------------------------------------------------------  ----------------

Total operating expenses                                                                     94
------------------------------------------------------------------------------  ----------------

Loss before income taxes                                                                    (94)
    Income taxes                                                                              -
--- --------------------------------------------------------------------------  ----------------

Net loss                                                                                    (94)
------------------------------------------------------------------------------  ----------------

Deficit accumulated during the
developmental stage  - December 1, 2000                                                  (3,650)
------------------------------------------------------------------------------  ----------------

Deficit accumulated during the
developmental stage  - May 31, 2001                                             $        (3,744)
------------------------------------------------------------------------------  ----------------

Net loss per share                                                              $        (0.000)
------------------------------------------------------------------------------  ----------------
</TABLE>





                 See Accompanying Notes to Financial Statements

                                       F-3



<PAGE>




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

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY



For the six months ended May 31,                                                2001
------------------------------------------------ ------------------------ ------------------------------- ---------------
                                                                            Additional
                                    Number of      Preferred    Common       Paid - In     Accumulated
                                      Shares         Stock       Stock        Capital        Deficit           Total
                                  -------------- ------------ ----------- --------------- --------------- ---------------
<S>                                   <C>         <C>         <C>         <C>              <C>             <C>
Issuance of Common Stock:
    January 20, 2000                   5,500,000  $         - $      550  $        3,050   $           -   $      3,600
    September 21, 2000                                                               100                            100
    March 14, 2001                                                                   196                            196

Net Loss                                       -            -          -               -          (3,744)        (3,744)
--------------------------------- -------------- ------------ ----------- ---------------- -------------- ---------------

                                       5,500,000  $         - $      550  $        3,346   $      (3,744)  $        152
--- ----------------------------- -------------- ------------ ----------- ---------------- -------------- ---------------
</TABLE>




                 See Accompanying Notes to Financial Statements

                                       F-4



<PAGE>




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

Statement of Cash Flows





For the six months ended May 31,                                                       2001
------------------------------------------------------------------------------  -------------
<S>                                                                             <C>
Operating Activities:
     Net loss                                                                   $        (94)
---- ----------- -------------------------------------------------------------  -------------

Net cash used by operating activities                                                    (94)
------------------------------------------------------------------------------  -------------

Financing Activities:
     Increase in additional paid-in capital                                              196
---- -------------------------------------------------------------------------  -------------

Net cash provided by financing activities                                                196
------------------------------------------------------------------------------  -------------

Net increase in cash                                                                     102
------------------------------------------------------------------------------  -------------

Cash - December 1, 2000                                                                   50
------------------------------------------------------------------------------  -------------

Cash - May 31, 2001                                                             $        152
------------------------------------------------------------------------------  -------------
</TABLE>






                 See Accompanying Notes to Financial Statements

                                       F-5



<PAGE>



DOLPHIN.COM, INC.
NOTES TO FINANCIAL STATEMENTS


Note A - Summary of Significant Accounting Policies:

Organization

Dolphin.com,  Inc.  (a  development  stage  company)  is a  Florida  corporation
incorporated on January 19, 2000.

The Company  conducts  business  from its  headquarters  in Palm Beach,  FL. The
Company has not yet engaged in its expected  operations.  The future  operations
will be to merge with or acquire an existing company.

The Company is in the  development  stage and has not yet acquired the necessary
operating assets; nor has it begun any part of its proposed business.  While the
Company  is  negotiating  with  prospective  personnel  and  potential  customer
distribution  channels,  there is no assurance that any benefit will result from
such activities.  The Company will not receive any operating  revenues until the
commencement of operations, but will continue to incur expenses until then.

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.


                                       F-6


<PAGE>


DOLPHIN.COM, INC.
NOTES TO FINANCIAL STATEMENTS



Note B - Stockholders' Equity:

The Company has authorized  50,000,000  shares of $.0001 par value common stock.
On January 20,  2000,  the company  authorized  and issued  5,500,000  shares of
restricted  common stock to two investors for $1,100 in cash plus service valued
at $2,500.  On March 14, 2001, the Company  received $196 in additional  paid-in
capital. In addition,  the Company authorized  10,000,000 shares of no par value
preferred stock with the specific terms, conditions, limitations and preferences
to be  determined  by the Board of  Directors.  None of the  preferred  stock is
issued and outstanding as of May 31, 2001.

Note C - Income Taxes:

The Company has a net operating  loss carry forward of $3,744 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
$600, which represents the amounts of tax benefits of loss  carry-forwards.  The
Company has  established  a valuation  allowance  for this deferred tax asset of
$600, as the Company has no history of profitable operations.

Note D - Going Concern:

As shown in the accompanying  financial  statements,  the Company incurred a net
loss of $3,744 May 31,  2001.  The ability of the Company to continue as a going
concern is dependent upon commencing operations and obtaining additional capital
and  financing.  The financial  statements do not include any  adjustments  that
might be necessary if the Company is unable to continue as a going concern.  The
Company is currently  seeking a merger  partner or an  acquisition  candidate to
allow it to begin its planned operations.




                                       F-7








<PAGE>



Item 6. 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. 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  M.
Investments, Inc. M. Investments, Inc. 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 M.
Investments, Inc. 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  nine  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 be 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


<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.

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),  business
strategy,  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. The Safe Harbor provisions referred to herein do not
apply to the Company until the Company is subject to the reporting  requirements
of Section 13(a) or Section 15(d) of the Exchange Act.

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.

Item 2. Changes in Securities and Use of Proceeds

         None

Item 3. Defaults in Senior Securities

         None




<PAGE>



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:


Exhibit No.      Exhibit Name
------------     -----------------------------------------------------
3(i).1           Articles of Incorporation filed January 19, 2000(1)

3(ii).1          By-laws(1)

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

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



     (b) No  Reports on Form 8-K were filed  during  the  quarter  ended May 31,
2001.

















<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.

                            Dolphin.com, Inc.
                               (Registrant)

Date: July 18, 2001         BY:  /s/ Mark A. Mintmire
                            -----------------------------------
                                     Mark A. Mintmire
                                     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/ Mark A. Mintmire
                          ---------------------------      President, Secretary,
                                   Mark A. Mintmire        Treasurer, Director














<PAGE>