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, 2000
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, 2000,  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

Independent Auditors' 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

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, 2000, and the related
statements of Operations and Deficit  accumulated  during the development stage,
changes in stockholders'  equity,  and Cash Flows for the period January 19,2000
(date of inception) to May 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 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, 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>
DOLPHIN.COM, INC.
(A Development Stage Company)

BALANCE SHEET





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

Current Assets:
                                                         Cash  $          540
---- --------------------------------------------------------- ---------------

TOTAL CURRENT ASSETS                                                      540
-------------------------------------------------------------- ---------------

                                                                $         540
---- --------------------------------------------------------- ---------------


LIABILITIES

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

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

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


STOCKHOLDERS' EQUITY

Common stock - $.0001 par value - 50,000,000 shares authorized
                       5,500,000 shares issued and outstanding            550
 Preferred stock - no par value - 10,000,000 shares authorized
                              No shares issued and outstanding              -
                                    Additional paid-in-capital          3,050
            Deficit accumulated during the developmental stage         (3,060)
-------------------------------------------------------------- ---------------

TOTAL STOCKHOLDERS' EQUITY                                                540
-------------------------------------------------------------- ---------------

                                                               $          540
---- --------------------------------------------------------- ---------------
</TABLE>

     The accompanying notes are an integral part of the 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 period January 19, 2000 (date of inception) to May 31,    2000
---------------------------------------------------------------- ----------------
<S>                                                              <C>
Revenues                                                         $             -
---------------------------------------------------------------- ----------------


Operating expenses:
                                  Professional fees $    3,000
                                       Bank charges         60
                                                                           3,060
--- ------------------------------------------------------------ ----------------

Loss before income taxes                                                  (3,060)
                                       Income taxes                            -
--- ------------------------------------------------------------ ----------------

Net loss                                                                  (3,060)
---------------------------------------------------------------- ----------------

Deficit accumulated during the
deveopmental stage  - May 31, 2000                               $        (3,060)
---------------------------------------------------------------- ----------------

Net loss per share                                               $       (0.0005)
---------------------------------------------------------------- ----------------
</TABLE>



     The accompanying notes are an integral part of the financial statements

                                       F-3









<PAGE>




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

Statement of Cash Flows





For the period January 19, 2000 (date of inception) to May 31,     2000
----------------------------------------------------------------- -------------
<S>                                                               <C>
Operating Activities:
        Net loss                                                  $    (3,060)
Adjustments to reconcile net loss to net cash
provided by operating activities:
     Increase in:
          Issuance of common stock for services                         2,500
---- --- --- --- ------------------------------------------------ -------------

Net cash used by operating activities                                    (560)
----------------------------------------------------------------- -------------

Financing activities:
          Issuance of Common Stock                                      1,100
---- ------------------------------------------------------------ -------------

Net cash provided by financing activities                               1,100
----------------------------------------------------------------- -------------

Net increase in cash                                                      540
----------------------------------------------------------------- -------------

 Cash - May 31, 2000                                              $       540
----------------------------------------------------------------- -------------
</TABLE>



     The accompanying notes are an integral part of the financial statements

                                       F-4









<PAGE>




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

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY





For the period January 19, 2000 (date of inception) to May 31,                                                             2000
------------------------------------------------------------------------------- ------------------------------- ---------------


                                                                                  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

Net Loss                                           -              -           -               -        (3,060)           (3,060)
----------------------------------- ------------------ -------------- ---------- --------------- ---------------- ---------------

                                           5,500,000    $         -    $    550    $      3,050  $     (3,060)    $         540
--- ------------------------------- ------------------ -------------- ---------- --------------- ---------------- ---------------
</TABLE>




     The accompanying notes are an integral part of the 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, 2000 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:

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. 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, 2000.


                                       F-6


<PAGE>



DOLPHIN.COM, INC.
NOTES TO FINANCIAL STATEMENTS



Note C - Income Taxes:

The Company has a net operating  loss carry forward of $3,060 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 May 31, 2000 is
$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
$500, 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 $3,060 from January 19, 2000 (date of  inception)  through May 31, 2000.
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 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.



<PAGE>



Year 2000 Compliance

         The Company has not  experienced  a material  impact as a result of the
YEAR 2000  event and does not  anticipate  that it will  experience  a  material
impact to the Company's  operations  or financial  condition in the future since
all of the  internal  software  developed  and  utilized by the Company has been
upgraded to support Year 2000 versions.

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

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

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


<PAGE>




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)

27       *            Financial Data Schedule
----------------

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

*    Filed herewith

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
























<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 15, 2000              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 15, 2000           BY:  /s/ Mark A. Mintmire
                          ---------------------------
                          Mark A. Mintmire                 President, Secretary,
                                                           Treasurer, Director