<PAGE>   1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

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

        FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000.

                                       OR

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

        FOR THE TRANSITION FROM _______ TO ________.

                         COMMISSION FILE NUMBER 0-28865


                           DAZZLING INVESTMENTS, INC.
                 ----------------------------------------------
                 (Name of Small Business Issuer in its charter)


<TABLE>
<S>                                                   <C>
                Nevada                                    88-0373061
   -------------------------------                     ----------------
   (State or other jurisdiction of                     (I.R.S. Employer
    incorporation or organization)                    Identification No.)

    1105 Terminal Way, Suite 202
            Reno, Nevada                                     89502
----------------------------------------                   ---------
(Address of principal executive offices)                   (Zip code
</TABLE>

                                       N/A
             -------------------------------------------------------
             (Former name, former address and former fiscal year, if
                           changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

        At September 30, 2000, there were outstanding 2,100,000 shares of the
        Registrant's Common Stock, $.001 par value.

Transitional Small Business Disclosure Format: Yes [ ]    No [X]



<PAGE>   2

                                     PART I

                             FINANCIAL INFORMATION

Item I. Financial Statements


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                       PAGE
                                                                       ----
        <S>                                                           <C>
        ACCOUNTANT'S LETTER                                               3

        BALANCE SHEET - ASSETS                                            4

        BALANCE SHEET - LIABILITIES AND STOCKHOLDERS' EQUITY              5

        STATEMENT OF OPERATIONS                                         6-7

        STATEMENT OF STOCKHOLDERS' EQUITY                                 8

        STATEMENT OF CASH FLOWS                                        9-10

        NOTES TO FINANCIAL STATEMENTS                                 11-15
</TABLE>



                                      -2-
<PAGE>   3

                      [BARRY L. FRIEDMAN, P.C. LETTERHEAD]

                          INDEPENDENT AUDITORS' REPORT


Board of Directors                                               October 2, 2000
DAZZLING INVESTMENTS, INC.
Las Vegas, Nevada

        I have audited the accompanying Balance Sheets of DAZZLING INVESTMENTS,
INC. (A Development Stage Company), as of September 30, 2000, and December 31,
1999, and the related statements of stockholders' equity for September 30, 2000,
and December 31, 1999, and statements of operations and cash flows for the three
months ended September 30, 2000, and September 30, 1999, for the nine months
ended September 30, 2000, and September 30, 1999, and the two years ended
December 31, 1999, and December 31, 1998, and the period December 6, 1996,
(inception), to September 30, 2000. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.

        I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.

        In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of DAZZLING
INVESTMENTS, INC. (A Development Stage Company), as of September 30, 2000, and
December 31, 1999, and the related statements of stockholders' equity for
September 30, 2000, and December 31, 1999, and statements of operations and cash
flows for the three months ended September 30, 2000, and September 30, 1999, for
the nine months ended September 30, 2000, and September 30, 1999, and the two
years ended December 31, 1999, and December 31, 1998, and the period December 6,
1996, (inception), to September 30, 2000, in conformity with generally accepted
accounting principles.

        The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #5 to the
financial statements, the Company has had no operations and has no established
source of revenue. This raises substantial doubt about its ability to continue
as a going concern. Management's plan in regard to these matters is described in
Note #5. These financial statements do not include any adjustments that might
result from the outcome of this uncertainty.


/s/ BARRY L. FRIEDMAN
---------------------------
Barry L. Friedman
Certified Public Accountant



                                     - 3 -
<PAGE>   4

                           DAZZLING INVESTMENTS, INC.
                          (A Development Stage Company)


                                  BALANCE SHEET


                                     ASSETS


<TABLE>
<CAPTION>
                                                             9 Mos. Ended   Year Ended
                                                             Sep.30, 2000  Dec.31, 1999
                                                             ------------  ------------
<S>                                                          <C>           <C>
CURRENT ASSETS                                               $          0  $          0
                                                             ------------  ------------

   TOTAL CURRENT ASSETS                                      $          0  $          0
                                                             ------------  ------------

OTHER ASSETS                                                 $          0  $          0
                                                             ------------  ------------

   TOTAL OTHER ASSETS                                        $          0  $          0
                                                             ------------  ------------

   TOTAL ASSETS                                              $          0  $          0
                                                             ------------  ------------
</TABLE>



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



                                      - 4 -
<PAGE>   5

                           DAZZLING INVESTMENTS, INC.
                          (A Development Stage Company)


                                  BALANCE SHEET


                      LIABILITIES AND STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                             9 Mos. Ended        Year Ended
                                                             Sep.30, 2000        Dec.31, 1999
                                                             ------------        ------------
<S>                                                          <C>                 <C>
CURRENT LIABILITIES
Officers Advances (Note #8)                                  $     26,185        $      2,075
                                                             ------------        ------------

   TOTAL CURRENT LIABILITIES                                 $     26,185        $      2,075
                                                             ------------        ------------


STOCKHOLDERS EQUITY (Note #4)

Common stock, $.001 par value
authorized 25,000,000 shares
issued and outstanding at
December 31, 1999 - 2,100,000 shares                                             $      2,100
September 30, 2000 - 2,100,000 shares                        $      2,100

Additional paid in Capital                                              0                   0

Accumulated deficit during
the development stage                                             (28,285)             (4,175)
                                                             ------------        ------------
   TOTAL STOCKHOLDERS' EQUITY                                $    (26,185)       $     (2,075)
                                                             ------------        ------------
   TOTAL LIABILITIES AND
   STOCKHOLDERS EQUITY                                       $          0        $          0
                                                             ------------        ------------
</TABLE>



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



                                      - 5 -
<PAGE>   6

                           DAZZLING INVESTMENTS, INC.
                          (A Development Stage Company)


                             STATEMENT OF OPERATIONS


<TABLE>
<CAPTION>
                           3 Mos. Ended     3 Mos. Ended     9 Mos. Ended     9 Mos. Ended
                             Sep. 30,         Sep. 30,         Sep. 30,          Sep. 30,
                               2000             1999             2000             1999
                            ----------       ----------       ----------       ----------
<S>                        <C>              <C>              <C>              <C>
REVENUE                     $        0       $        0       $        0       $        0
                            ----------       ----------       ----------       ----------

EXPENSES
   General, Selling
   and Administrative       $    1,260       $        0       $   24,110       $      350
                            ----------       ----------       ----------       ----------

   Total Expenses           $    1,260       $        0       $   24,110       $      350
                            ----------       ----------       ----------       ----------

Net Profit/Loss (-)         $   (1,260)      $        0       $  (24,110)      $     (350)
                            ----------       ----------       ----------       ----------

Net Loss per share -
 Basic and diluted
 (Note #2)                  $   (.0006)      $      NIL       $   (.0115)      $   (.0002)
                            ----------       ----------       ----------       ----------


Weighted average
number of common
shares outstanding           2,100,000        2,100,000        2,100,000        2,100,000
                            ----------       ----------       ----------       ----------
</TABLE>



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



                                      - 6 -
<PAGE>   7




                           DAZZLING INVESTMENTS, INC.
                          (A Development Stage Company)


                       STATEMENT OF OPERATIONS (Continued)


<TABLE>
<CAPTION>
                                                                                   Dec. 6, 1996
                                                       Year Ended     Year Ended   (Inception)
                                                      December 31,   December 31,   to Sep. 30,
                                                          1999           1998          2000
                                                      ------------   ------------  ------------
<S>                                                   <C>            <C>           <C>
REVENUE                                               $          0   $          0   $          0
                                                      ------------   ------------   ------------
EXPENSES
   General, Selling
   and Administrative                                 $        350   $          0  $     28,285
                                                      ------------   ------------  ------------

   Total Expenses                                     $        350   $          0  $     28,285
                                                      ------------   ------------  ------------

Net Profit/Loss (-)                                   $       (350)  $          0  $    (28,285)
                                                      ------------   ------------  ------------

Net Loss per share -
 Basic and diluted
 (Note #2)                                            $     (.0002)  $        NIL  $     (.0135)
                                                      ------------   ------------  ------------


Weighted average
number of common
shares outstanding                                       2,100,000      2,100,000     2,100,000
                                                      ------------   ------------  ------------
</TABLE>



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



                                      - 7 -
<PAGE>   8

                           DAZZLING INVESTMENTS, INC.
                          (A Development Stage Company)


                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                           Additional        Accumu-
                           Common          Stock            paid-in          lated
                           Shares          Amount           Capital          Deficit
                          ---------       ---------        ---------        ---------
<S>                       <C>             <C>             <C>              <C>
Balance,
December 31, 1998            21,000       $   2,100        $       0        $  (2,100)

September 3, 1999
Changed from no par
value to $0.001                              (2,079)           2,079

September 3, 1999
Forward stock split
100:1                     2,079,000           2,079           (2,079)

Net loss year ended
December 31, 1999                                                              (2,075)
                          ---------       ---------        ---------        ---------

Balance,
December 31, 1999         2,100,000       $   2,100        $       0        $  (4,175)

Net Loss
January 1, 2000, to
September 30, 2000                                                            (24,110)
                          ---------       ---------        ---------        ---------

Balance,
September 30, 2000        2,100,000       $   2,100        $       0        $ (28,285)
                          ---------       ---------        ---------        ---------
</TABLE>



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



                                      - 8 -
<PAGE>   9

                           DAZZLING INVESTMENTS, INC.
                          (A Development Stage Company)


                             STATEMENT OF CASH FLOWS


<TABLE>
<CAPTION>
                            3 Mos. Ended    3 Mos. Ended   9 Mos. Ended    9 Mos. Ended
                              Sep. 30,        Sep. 30,       Sep. 30,        Sep. 30,
                                2000            1999           2000            1999
                            ------------    ------------   ------------    ------------
<S>                         <C>             <C>            <C>             <C>
Cash Flow from
Operating Activities
Net Loss                      $ (1,260)       $      0       $(24,110)       $   (350)

Adjustment to reconcile
net loss to net cash
provided by operating
activities

Changes in Assets
and Liabilities

Increase in current
Liabilities

Officers Advances                1,260               0         24,110             350
                              --------        --------       --------        --------

Net cash used in
operating Activities          $      0        $      0       $      0        $      0

Cash Flows from
Investing Activities                 0               0              0               0

Cash Flows from
Financing Activities
Issuance of Common
Stock                                0               0              0               0
                              --------        --------       --------        --------

Net increase/decrease
in cash                       $      0        $      0       $      0        $      0

Cash,
beginning of period                  0               0              0               0
                              --------        --------       --------        --------

Cash,
end of period                 $      0        $      0       $      0        $      0
                              --------        --------       --------        --------
</TABLE>



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



                                      - 9 -
<PAGE>   10

                           DAZZLING INVESTMENTS, INC.
                          (A Development Stage Company)


                       STATEMENT OF CASH FLOWS (CONTINUED)


<TABLE>
<CAPTION>
                                                            Dec. 6, 1996
                             Year Ended      Year Ended     (Inception)
                             December 31,    December 31,    to Sep. 30,
                                1999            1998            2000
                             ------------    ------------    -----------
<S>                          <C>             <C>            <C>
Cash Flow from
Operating Activities
Net Loss                        $(350)        $      0       $(28,285)

Adjustment to reconcile
net loss to net cash
provided by operating
activities

Changes in Assets
and Liabilities

Increase in current
Liabilities

Officers Advances                  350               0         26,185
                              --------        --------       --------

Net cash used in
operating Activities          $      0        $      0        $(2,100)

Cash Flows from
Investing Activities                 0               0              0

Cash Flows from
Financing Activities
Issuance of Common
Stock                                0               0          2,100
                              --------        --------       --------

Net increase/decrease
in cash                       $      0        $      0       $      0

Cash,
beginning of period                  0               0              0
                              --------        --------       --------

Cash,
end of period                 $      0        $      0       $      0
                              --------        --------       --------
</TABLE>



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



                                     - 10 -
<PAGE>   11

                           DAZZLING INVESTMENTS, INC.
                          (A Development Stage Company)


                          NOTES TO FINANCIAL STATEMENTS
                    September 30, 2000, and December 31, 1999


NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

        The Company was organized December 6, 1996, under the laws of the State
        of Nevada as DAZZLING INVESTMENTS, INC. The Company currently has no
        operations and in accordance with SFAS #7, is considered a development
        stage company.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        Accounting Method

                The Company records income and expenses on the accrual method.

        Estimates

                The preparation of financial statements in conformity with
                generally accepted accounting principles requires management to
                make estimates and assumptions that affect the reported amounts
                of assets and liabilities and disclosure of contingent assets
                and liabilities at the date of the financial statements and the
                reported amounts of revenue and expenses during the reporting
                period. Actual results could differ from those estimates.

        Cash and equivalents

                The Company maintains a cash balance in a non-interest-bearing
                bank that currently does not exceed federally insured limits.
                For the purpose of the statements of cash flows, all highly
                liquid investments with the maturity of three months or less are
                considered to be cash equivalents. There are no cash equivalents
                as of December 31, 1999, or September 30, 2000.



                                     - 11 -
<PAGE>   12

                           DAZZLING INVESTMENTS, INC.
                          (A Development Stage Company)


                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                    September 30, 2000, and December 31, 1999


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

        Income Taxes

                Income taxes are provided for using the liability method of
                accounting in accordance with Statement of Financial Accounting
                Standards No. 109 (SFAS #109) "Accounting for Income Taxes". A
                deferred tax asset or liability is recorded for all temporary
                difference between financial and tax reporting. Deferred tax
                expense (benefit) results from the net change during the year of
                deferred tax assets and liabilities.

        Reporting on Costs of Start-Up Activities

                Statement of Position 98-5 ("SOP 98-5"), "Reporting on the Costs
                of Start-Up Activities" which provides guidance on the financial
                reporting of start-up costs and organization costs. It requires
                most costs of start-up activities and organization costs to be
                expensed as incurred. With the adoption of SOP 98-5, there has
                been little or no effect on the company's financial statements.

        Loss Per Share

                Net loss per share is provided in accordance with Statement of
                Financial Accounting Standards No. 128 (SFAS #128) "Earnings Per
                Share". Basic loss per share is computed by dividing losses
                available to common stockholders by the weighted average number
                of common shares outstanding during the period. Diluted loss per
                share reflects per share amounts that would have resulted if
                dilative common stock equivalents had been converted to common
                stock. As of September 30, 2000, the Company had no dilative
                common stock equivalents such as stock options.

        Year End

                The Company has selected December 31st as its year-end.



                                     - 12 -
<PAGE>   13

                           DAZZLING INVESTMENTS, INC.
                          (A Development Stage Company)


                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                    September 30, 2000, and December 31, 1999


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

        Year 2000 Disclosure

                The Y2K issue had no effect on this Company.


NOTE 3 - INCOME TAXES

        There is no provision for income taxes for the period ended September
        30, 2000. The Company's total deferred tax asset as of December 31,
        1999, is as follows:

<TABLE>
              <S>                                                  <C>
              Net operation loss carry forward                     $       4,175
              Valuation allowance                                  $       4,175

              Net deferred tax asset                               $           0
</TABLE>


        The federal net operating loss carry forward will expire in 2016 and
        2019.

        This carry forward may be limited upon the consummation of a business
        combination under IRC Section 381.


NOTE 4 - STOCKHOLDERS' EQUITY

        Common Stock

        The authorized common stock of DAZZLING INVESTMENTS, INC. consists of
        25,000,000 shares with a par value of $0.001 per share.

        Preferred Stock

        The Company has no Preferred Stock.



                                     - 13 -
<PAGE>   14

                           DAZZLING INVESTMENTS, INC.
                          (A Development Stage Company)


                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                    September 30, 2000, and December 31, 1999


NOTE 4 - STOCKHOLDERS' EQUITY  (CONTINUED)

        On December 10, 1996, the company issued 21,000 shares of its no par
        value common stock in consideration of $2,100.00, in cash.

        On September 3, 1999, the State of Nevada approved the Company's
        restated Articles of Incorporation, which increased it capitalization
        from 25,000 common shares to 25,000,000 common shares. The no par value
        was changed to $0.001.

        On September 3, 1999, the Company forward split its common stock 100:1,
        thus increasing the issued and outstanding stock of the corporation from
        21,000 to 2,100,000 common shares.


NOTE 5 - GOING CONCERN

        The Company's financial statements are prepared using generally accepted
        accounting principles applicable to a going concern, which contemplates
        the realization of assets and liquidation of liabilities in the normal
        course of business. However, the Company does not have significant cash
        or other material assets, nor does it have an established source of
        revenues sufficient to cover its operating costs and to allow it to
        continue as a going concern. It is the intent of the Company to seek a
        merger with an existing, operating company.


NOTE 6 - RELATED PARTY TRANSACTIONS

        The Company neither owns nor leases any real or personal property. An
        officer of the corporation provides office services without charge. Such
        costs are immaterial to the financial statements and accordingly, have
        not been reflected therein. The officers and directors of the Company
        are involved in other business activities and may, in the future, become
        involved in other business opportunities. If a specific business
        opportunity becomes available, such persons may face a conflict in
        selecting between the Company and their other business interests. The
        Company has not formulated a policy for the resolution of such
        conflicts.




                                     - 14 -
<PAGE>   15

                           DAZZLING INVESTMENTS, INC.
                          (A Development Stage Company)


                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                    September 30, 2000, and December 31, 1999


NOTE 7 - WARRANTS AND OPTIONS

        There are no warrants or options outstanding to acquire any additional
        shares of common stock.


NOTE 8 - OFFICERS ADVANCES

        While the Company is seeking additional capital through a merger with an
        existing company, an officer of the Company has advanced funds on behalf
        of the Company to pay for any costs incurred by it. These funds are
        interest free.



                                     - 15 -
<PAGE>   16

Item II.        Management's Discussion and Analysis of Financial
                Condition and Results of Operations

                The Company has not commenced business activities and has no
assets or operations. The Company has had no preliminary negotiations to
effectuate a business combination.

                The Company is dependent upon its officers to meet any de
minimis costs which it may occur. Gloria Eck, an officer and director of the
Company, has agreed to provide the necessary funds, without interest, for the
Company to comply with the Securities Exchange Act of 1934, as amended; provided
that she is an officer and director of the Company when the obligation is
incurred. All advances are interest-free.

                In addition, since the Company has had no operating history nor
any revenues or earnings from operations, with no significant assets or
financial resources, the Company will in all likelihood sustain operating
expenses without corresponding revenues, at least until the consummation of a
business combination. This may result in the Company incurring a net operating
loss which will increase continuously until the Company can consummate a
business combination with a profitable business opportunity and consummate such
a business combination.

                This discussion may contain certain forward looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
Actual results could differ materially from those forward-looking statements.
The factors that may cause actual results to differ materially is that the
Company has no arrangement, agreement or understanding with respect to engaging
in a merger with, joint venture with or acquisition of, a private or public
company and that there can be no assurance that the Company will be successful
in identifying and evaluating suitable business opportunities or including a
business combination.

Item III.       Qualitative and Quantitative Disclosures About Market Risk.

                The Company has neither considered or conducted any research
concerning qualitative and quantitative market risk.



                                     - 16 -
<PAGE>   17

                                     PART II


                                OTHER INFORMATION

<TABLE>
<S>                                                                                       <C>
Item 1 -  Legal Proceedings .........................................................     None

Item 2 -  Changes in the Rights of the Company's
          Security Holders ..........................................................     None

Item 3 -  Defaults by the Company on its
          Senior Securities .........................................................     None

Item 4 -  Submission of Matter to Vote of Security
          Holders ...................................................................     None

Item 5 -  Other Information
</TABLE>

                (a) Board Meeting

                The board held one meeting during the current quarter, which was
a special meeting by written consent.

                The board of directors has not established any audit committee.
In addition, the Company does not have any other compensation or executive or
similar committees. The Company will not, in all likelihood, establish any audit
committee until such time as the Company completes a business combination, of
which there can be no assurance. The Company recognizes that an audit committee,
when established, will play a critical role in the financial reporting system of
the Company by overseeing and monitoring management's and the independent
auditors' participation in the financial reporting process. At such time as the
Company establishes an audit committee, its additional disclosures with the
Company's auditors and management may promote investor confidence in the
integrity of the financial reporting process.

                Until such time as an audit committee has been established, the
full board of directors will undertake those tasks normally associated with an
audit committee to include, but not by way of limitation, the (i) review and
discussion of the audited financial statements with management, (ii) discussions
with the independent auditors the matters required to be discussed by the
Statement On Auditing Standards No. 61, as may be modified or supplemented, and
(iii) received from the auditors disclosures regarding the auditors'
Independents Standards Board Standard No. 1, as may be modified or supplemented.

                The board of directors of the Company, consistent with its
intent to enhance the reliability and credibility of its financial statements,
has submitted the financial statements included in this Form 10-QSB to its
independent auditors prior to the filing of this report. An audit was completed
for the period then ended.



                                     - 17 -
<PAGE>   18

                (b) Other

                The Company has been informed that in the opinion of a member of
the staff of the Securities and Exchange Commission, the Rule 144 "absolute"
safe harbor, as last amended in Release 33-7759, effective January 24, 2000, 64
F.R. 61382, may not be available to so-called "blank check" or "shell"
companies, notwithstanding the legislative mandate contained in said rule. The
Rule 144 "absolute" safe harbor provides that any person who sells restricted
securities shall be deemed not to be engaged in a distribution of such
securities and therefore not an underwriter thereof, if the sale is made in
accordance with all of the conditions of the rule. The rule also provides that
any person who sells restricted securities on behalf of such person in a control
relationship with the issuer shall be deemed not to be engaged in a distribution
or sale of securities and therefore not an underwriter thereof, if the sale is
made in accordance with all of the conditions of the rule. Responsible officers
of the Securities and Exchange Commission and the NASD Regulators, Inc. have
purportedly attempted to interpret Rule 144 to limit or eliminate the statutory
safe harbor. A request from the NASD Regulators, Inc. for guidance (including a
request for an opinion) provided a series of scenarios and the Securities and
Exchange Commission's response to the questions proffered created an unjustified
dichotomy for treating similarly situated shareholders in different purpose
entities holding restricted securities who are not promoters or affiliates that
wish to resell restricted or non-restricted securities and comply with the rules
promulgated under the Act. Contrary to the mandate and position contained in the
Preliminary Note to Rule 144 and the rule itself, the response to the request
for guidance seems to advance the position that the rule is not available for
resale transactions, regardless of technical compliance, because the resale
transactions appear to be designed to distribute or redistribute securities to
the public without compliance with the Act. The series of scenarios -
hypothetical facts (deemed to be representations) and the response thereto
assumed that the selling shareholders are promoters, affiliates and/or
underwriters of a "blank check" or "shell" company issuer wherein technical
compliance with said rule is not enough.

                The Company has been further informed that the Securities and
Exchange Commission will not issue "no action" letters relating to the resale of
securities, i.e., a person who has acquired shares of stock in a Section 4(2)
transaction under the Securities Act of 1933, as amended, and who offers and
sells the restricted securities without complying with Rule 144 is to be put on
notice by the Securities and Exchange Commission that in view of the broad
remedial purposes of the Securities Act of 1933, as amended, and the public
policy which strongly supports registration under said act, that those
individuals will have a substantial burden of proof in establishing that an
exemption from registration is available for such offers or sales, and that



                                     - 18 -
<PAGE>   19

such persons and the brokers of other person who participate in the transaction
do so at their own risk. The Company has been informed that any indemnification
for liabilities in the opinion of the Securities and Exchange Commission arising
from such a transaction may be against public policy as expressed in the
Securities Act of 1933, as amended, and is therefore unenforceable.


Item 6 -       Exhibits and Reports on Form 8-K

        The following exhibits are filed with this report:

               (a)    No reports on Form 8-K were filed during the quarter for
                      which the report is filed.

               (b)    Financial Data Schedule 27.1.


                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Dated: November 9, 2000                     DAZZLING INVESTMENTS, INC.


                                            By: /s/ Gloria Eck
                                               ---------------------------------
                                               Gloria Eck
                                               President




                                     - 19 -