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

                                   FORM 10-KSB
                               (Amendment No. 1)

            [X] Annual Report Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

                  For the Fiscal Year Ended September 30, 2001

                           Commission File No. 0-31047

                                  RIM.COM INC.
                 (Name of Small Business Issuer in Its Charter)

             Nevada                                      86-0995730
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)


 7579 E Main, Suite 600, Scottsdale, AZ                    85251
(Address of Principal Executive Offices)                (Zip Code)
         (as of Date of Filing)

                    Issuer's Telephone Number (480) 970-3336

           Securities to be Registered Under Section 12(b) of the Act:

                                      None

         Securities Registered Under Section 12(g) of the Exchange Act:

Title of Each Class                    Name of Each Exchange on Which Registered
-------------------                    -----------------------------------------
   Common Stock                                          None

     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 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[ ]

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of Regulation S-B is not contained in this form,  and no disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendments to this Form 10-KSB. [X]

     State issuer's revenues for its most recent fiscal year. $ 1,747,539

     State the aggregate market value of the voting and non-voting common equity
held by  non-affiliates  computed by  reference to the price at which the common
equity was sold,  or the  average  bid and asked  price of such  common  equity.
$765,052 at $.30 per share as of December 26, 2001

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest practical date. 5,170,172 at December 26, 2001

                   DOCUMENTS INCORPORATED BY REFERENCE - None
<PAGE>
                                  RIM.COM INC.

                                   FORM 10-KSB

                                                                            PAGE
                                                                            ----

PART I

   Item 1.   Description of Business ........................................  3

   Item 2.   Description of Property ........................................  5

   Item 3.   Legal Proceedings...............................................  5

   Item 4.   Submission of Matters to a Vote of Security Holders.............  5

PART II

   Item 5.   Market Price of and Dividends on Registrant's Common
             Equity and Other Shareholder Matters ...........................  6

   Item 6.   Management's Discussion and Analysis or Plan of Operation.......  7

   Item 7.   Financial Statements............................................  8

   Item 8.   Changes In and Disagreements with Accountants ..................  8

PART III

   Item 9.   Directors, Executive Officers, Promoters and Control
             Persons, Compliance with Section 16(d) of the Exchange Act......  9

   Item 10.  Executive Compensation.......................................... 10

   Item 11.  Security Ownership of Certain Beneficial Owners
             and Management.................................................. 12

   Item 12.  Certain Relationships and Related Transactions.................. 13

   Item 13.  Index to Exhibits .............................................. 13

SIGNATURES   ................................................................ 14

                                       2
<PAGE>
                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

BACKGROUND

Rim.Com Inc (the  "Company"  or the  "Registrant")  was  organized  in Nevada on
February 14, 2000. On April 6, 2000, the Company  closed its  acquisition of its
subsidiary,  Rimmer  Computer  Inc.,  an Arizona  corporation  which had been in
business in Phoenix, Arizona for over thirteen years ("Rimmer"). The acquisition
of Rimmer was accomplished by exchanging  3,400,000 shares of Company restricted
common stock for 100% of the  outstanding  shares of Rimmer.  The acquisition of
Rimmer by the Company  was  conditioned  upon the  Company  raising a minimum of
$250,000  from  private  placement  offerings.  On June  30,  2000  the  Company
simultaneously  closed an offering of $260,000 to 13 accredited investors and an
offering of $26,750 to 26 non-accredited investors.

RIMMER COMPUTER

Rimmer  Computer,  Inc.  ("Rimmer")  was started on March 1, 1987.  The business
started out as a brokerage  computer  hardware  company - buying,  selling,  and
leasing computer equipment specializing in IBM 3270 terminals or compatibles. By
1990 Rimmer began to do network consulting helping small business set up and use
networked PC's. This line of business continued to grow, initial growth being in
large part  supported by a large  project  management  contract with the Arizona
Department of Transportation.  As networking systems became more common,  Rimmer
became  approved as a Novell  technical  service  provider,  and Rimmer's target
customer  group became  larger  businesses.  Today Rimmer,  as a company,  is an
approved  technical  service provider for computer  hardware and software system
manufacturers such as Novell, Microsoft, IBM, Compaq, Hewlett Packard, Cisco and
others.  Rimmer employs ten people and the individual  technicians have received
certifications such as Microsoft Certified System Engineer and Certified NetWare
Engineer.  All of  Rimmer's  customers  are  currently  located in the  Phoenix,
Arizona  area.  None of  Rimmer's  customers  accounts  for more than 10% of its
annual revenues.

SERVICES OFFERED

Rimmer specializes in refining or upgrading customer computer systems to achieve
full-time and optimum  usage by the maximum  number of customer  employees.  The
number one request from Rimmer's  customers is for their  computer  system to be
operating  all of the time  instead  of being  "down,"  because  the  customer's
employees are not working productively when the computer system is inoperatable.
The second common request from Rimmer's  customers is that the existing computer
software perform all of the functions which were advertised for it in the format
the customer wants it. The third common customer  request is that all employees,
including  those  at the new  branch  offices  with  newer  computers,  be fully
integrated into the old computer system. Each customer situation is unique based
upon that  customer's  hardware  and software  and that  customer's  information
needs.  Rimmer  analyzes the  customer's  hardware,  software and needs and then
spends  several  hours  of time  adjusting  the  hardware  and  software  to the
customer's  needs.  After  refining the computer  system to meet the  customer's
needs,  Rimmer's  employees  typically  return  to the  customer  each  month to
maintain  the  system or to deal with new  problems  as they  develop.  The only
training  Rimmer  provides to a customer's  employees is to answer an individual
employee's questions about the computer system.  Rimmer charges its customers an
hourly  rate  between  $75  and  $135  for  the  services  performed  by its six
technicians.

During fiscal year 2001 Rimmer  served  approximately  110 different  customers,
most of which it anticipates serving in fiscal year 2002.

Rimmer executes a one-page engagement  agreement with each of its customers.  In
this agreement  Rimmer offers the customer its full line of services,  including
computer  and network  support,  troubleshooting,  repair,  training,  planning,
technical advice,  installation of new  hardware/software,  upgrades to existing
hardware/software  and other  tasks as required or  requested  by the  customer.
Rimmer bills each customer  monthly.  Regularly  scheduled  service is billed in
one-half day increments and unscheduled  on-site service is billed at a two-hour
minimum.  Service  provided  over the  telephone  to a  customer  is billed at a
minimum of one-quarter hour. Rimmer's customer engagement agreement provides for
an annual  interest charge of 18% to be paid on services not paid within 30 days
of billing.  Rimmer's  customer  engagement  agreement  warrants  that  Rimmer's
customer service will be performed in a professional  manner,  but disclaims any
other  warranties on the services it provides or the products it installs.  From
each new customer  Rimmer  currently  attempts to obtain an advance on the first
month's bill equal to one week of service.

                                       3
<PAGE>
SERVICE BENEFITS

Rimmer provides customers with a stable,  easy-to-manage  information technology
infrastructure,  which directly affects the customers'  bottom line. A company's
information technology infrastructure includes its computer hardware,  software,
cables, servers,  workstations and network operating system and is the base upon
which  a  specific  application  software  is  run.  All  of  these  components,
regardless of when purchased or where located,  must be made  compatible to each
other and the  application  software  in order for the  computer  system to work
effectively.  Rimmer believes a stable,  easy to manage  information  technology
infrastructure greatly increases employee  productivity:  the information system
tools are always available for use, and the data is accessible.  Rimmer believes
the impact on employee productivity that is provided by a stable computer system
can be enormous.

TARGET MARKET DEFINED

Any businesses that use IBM-compatible  microcomputers  (PCs) and are interested
in utilizing  technology to create a competitive  advantage for  themselves  are
potential clients. Historically,  Rimmer has targeted small to medium businesses
with 10 to 250 workstations.

COMPETITION

There are three types of competitors:  large,  multi-location companies, such as
Novell,  EDS and MicroAge;  regional and local firms of similar size, such as JJ
Croney & Associates,  Sentinel  Technologies,  and Hughes Callahan;  and one-man
companies.

The  Company  believes  most  of  the  one-man  companies  in the  industry  are
technology  oriented  with  little or no  marketing  skills.  In  contrast,  Ms.
Strauch,  the  Company's  Chairman,  has sales and  marketing  experience in the
computer industry.  The Company believes it will have a marketing advantage over
the one-man companies.

The Company  believes most of its competitors who are a similar size are service
companies that merely "fix" the customer's  computer system when it breaks down,
instead of providing  the  customers  with a system that meets their  continuing
needs.  The Company  believes  some larger  competitors  limit their  service to
specific one-time  projects,  such as installing a new network or a new software
application throughout the entire network. These competitors focus on making the
one-time  sale instead of serving the  customers  needs on a  continuing  basis.
Rimmer believes its approach of providing its customers with long-term  computer
system stability and performance is superior to its competitors.

FUTURE ACQUISITIONS

The Company believes that there are dozens of computer  consulting  companies in
the  United  States  which are  similar to Rimmer and which  would  welcome  the
opportunity to join the Company.  Most likely,  these  companies  would generate
annual revenues in the $500,000 to $2,000,000 range, but would have little or no
net  income.  The  Company  is  hopeful  that it would be able to  acquire  such
companies in exchange for its  restricted  common stock in order to preserve its
cash. The Company would hope that these  companies could then be made profitable
by economies of scale or improving gross profit margins.

Since the Company has not completed any acquisitions other than Rimmer, there is
no assurance that the Company will be able to complete any  acquisitions  in the
future,  or that any such companies  acquired will ever be profitable.  Further,
certain expenses of any future  acquisition,  such as legal and accounting costs
which may be substantial, would be required to be paid in cash.

The Company will most likely  accomplish  any future  acquisition by merging the
target company into a subsidiary of the Company.  Under Nevada law such a merger
would not  require  shareholder  approval  if the  total  number of shares to be
issued in the transaction did not exceed 20% of the Company's total  outstanding
shares.  Therefore,  investors  in this  offering  should  plan  on the  Company
conducting all future acquisitions without receiving shareholder approval.

EMPLOYEES

At December 26, 2001 Rimmer  employed 6 systems  engineers,  two  salesmen,  one
administrative/accountant,  in addition to  management.  Rimmer has no plans for
additional hirings at this time, except those made through acquisitions.

                                       4
<PAGE>
ITEM 2. DESCRIPTION OF PROPERTY

The Company is currently leasing for one year approximately 1,200 square feet of
space at its principal  offices at a monthly rent of  approximately  $1,212 plus
tax. This site is suitable for the current operations.  No difficulty is seen in
acquiring  additional  space in the same  general  area as it is  needed  in the
future.

ITEM 3. LEGAL PROCEEDINGS

There were no legal  proceedings  involving any matter other than normal service
contract  disputes  against the Company  pending or  threatened  at December 26,
2001.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matter was submitted to a vote of the Company's  shareholders during the 2001
fiscal year.

                                       5
<PAGE>
                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET  INFORMATION.  The Company's  common stock was not actively traded during
fiscal year 2001.  During the period from October 3, 2001  through  December 26,
2001 the  Company's  common  stock was  traded  under the  symbol  "RIMI" on the
OTC/Bulletin  Board  at a high and low bid  price  of $.80  and $.22 per  share,
respectively;  and a high and low  asked  price  of $.90  and  $.34  per  share,
respectively.  Such  over-the-counter  market  quotations  reflect  inter-dealer
prices  without retail  markup,  markdown or commission and may not  necessarily
represent actual transactions.

HOLDERS.  As of December  26, 2001 the  Company had 41  stockholders  of record,
including  on nominee for stock  brokerage  firms  holding the shares in "street
name".

DIVIDENDS.  The Company has not paid or declared any  dividends  upon its common
shares since its inception  and, by reason of its present  financial  status and
its contemplated financial  requirements,  does not intend to pay or declare any
dividends upon its common shares in the near future.

RECENT SALES OF UNREGISTERED SECURITIES. On February 15, 2000 the Company issued
200,000  restricted  shares of its common stock to the sole officer and Director
of the  Company  in  exchange  for  services  and cash  valued at  $5,200.  This
transaction  was made without a general  solicitation to the public and the sole
officer and  Director  of the  Company  qualified  as an  "accredited  investor"
pursuant to Rule 501 of  Regulation  D.  Therefore,  the Company  believes  this
transaction was exempt from registration pursuant to Section 4(2) of the Act.

On April 6, 2000 the Company issued  3,400,000  restricted  shares of its common
stock to a total of 7  non-accredited  individuals and trusts in the acquisition
of Rimmer. At March 31, 2000, the book value of Rimmer was negative $7,157. This
transaction  was  accounted  for as a  reverse  acquisition  with  Rimmer as the
acquiring  entity.  (See  "Financial  Statements.")  The Company  made its stock
offering to the four officers and  directors of Rimmer and the three  additional
shareholders  of Rimmer without  general public  solicitation  and pursuant to a
Plan of  Reorganization  and  Exchange.  Therefore,  the Company  believes  this
transaction was exempt from registration pursuant to Section 4(2) of the Act and
Rule 506 of Regulation D as promulgated under the Act.

On June 30, 2000 the Company  issued  866,671  shares of its common  stock to 13
accredited  investors in exchange for $260,000 of gross offering  proceeds.  The
Company made this offering to a limited number of potential investors located in
states which permit Rule 504 offerings,  by means of a written private placement
memorandum   without  general  public   solicitation.   The  investors  executed
subscription   agreements   which  contained   representations   concerning  the
investor's income, wealth and level of financial  sophistication,  acknowledging
the receipt of  unregistered  shares and  declaring the intention to hold for an
indefinite time period.  Therefore,  the Company  believes this  transaction was
exempt from  registration  pursuant  to Section  3(b) of the Act and Rule 504 of
Regulation D as  promulgated  under the Act.  The Company  made a commitment  to
these  investors  to make  application  to list the  Company's  common stock for
trading after the completion of this offering.

On June 30,  2000 the Company  issued  267,500  restricted  shares of its common
stock to 26  non-accredited  investors in exchange for $26,750 of gross offering
proceeds.  Fifteen of these  investors  were  employees  of the  Company and the
remaining  eleven of these  investors  were  friends  and  relatives  of Company
employees  prior  to this  offering.  These  26  investors  received  a  private
placement  memorandum  which  contained  the  information  required  to  be in a
registration  statement of the Company,  including audited financial statements.
The Company  limited  each  investor's  investment  to $5,000.  These  investors
executed subscription agreements which contained representations  concerning the
investors' income and wealth in relation to their investment,  acknowledging the
receipt of unregistered and legended shares, and declaring the intention to hold
the  shares  for an  indefinite  time.  Therefore,  the  Company  believes  this
transaction is exempt from registration  pursuant to Rule 505 of Regulation D as
promulgated under Section 3(b) of the Act.

In  July  2001  the  Company  issued  10,000  restricted  shares  to each of two
employees as a performance  bonus.  The Company  believes this  transaction  was
exempt from registration pursuant to Section 4(2) of the Act.

All other shares issued by the Company  during 2001 fiscal year were  registered
with the SEC on Form S-8.

                                       6
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The  statements  contained  in  this  document  which  are  not  historical  are
forward-looking  statements  that are  subject to risks and  uncertainties  that
could cause  actual  results to differ  materially  from those  expressed in the
forward-looking statements, including, but not limited to, the Company's ability
to market its  products  and services  and future  customer  acceptance  for its
products  and  services,  and other risks  detailed in this  document  and other
documents made available to investors.

OVERVIEW

Rim.Com  was  formed  in  February  2000  and  had  no  tangible  assets  and no
liabilities  before its acquisition of Rimmer on April 6, 2000.  Therefore,  the
discussion  below focuses on the  operations of Rimmer,  Rim.Com's  wholly-owned
subsidiary.  Rimmer has been in existence since 1987 and has been a SubChapter S
corporation  since 1991. During February 2000 Rimmer changed its fiscal year end
to September 30 and terminated its SubChapter S status.

RESULTS OF OPERATION

YEAR ENDING SEPTEMBER 30, 2001

During the year ended  September  30,  2000 the  Company  produced a net loss of
$382,811  on revenues  of  $1,747,539,  as compared to a net loss of $278,524 on
revenues of  $667,395  for the prior year.  The  Company's  revenues in the year
ended  September 30, 2001 were  $1,076,346  more than the preceding  year.  This
revenue increase  resulted from a $458,371 increase in  hardware/software  sales
and service  revenues  increasing  in the 2001 year by  $617,975  over the prior
year.

The Company's  gross profit in the year ended  September  30, 2001  increased by
$337,108 over the prior year on revenues of $1,076,346  more.  The Company plans
on continuing to emphasize the sale of the more  profitable  network  design and
installation services.

The Company's gross profit margin on its service revenues  increased to 46.7% in
2001 as compared  to 20.4% in 2000 as a result of  increased  billing  rates and
marketing more profitable projects in 2001. The Company's gross profit margin on
its  hardware/software  sales  decreased to 7.7% in 2001 as compared to 40.3% in
2000,  primarily as a result of price competition  incurred in 2001. The Company
will continued to market more profitable  projects to customers and de-emphasize
hardware/software sales which have a lower profit margin.

Rimmer's  general and  administrative  expense  increased by $372,731 during the
year  ended  September  30,  2001 in  comparison  to the prior  year.  This cost
increase  resulted  primarily from: (i) an increase in  depreciation  expense of
$49,438  over the prior  year;  (ii)  increased  legal and  accounting  expenses
incurred as a result of becoming a "fully  reporting  company" in June 2001; and
(iii) increased marketing expenses in 2001.

Interest  expense  decreased by $7,804 during the year ended  September 30, 2001
over the prior year, as a result of the average interest rate on the credit card
debt  decreasing  in 2001.  The  Company  is  hopeful  this debt can be  reduced
substantially in the next year from internally  generated cash flow. The Company
is also  hoping to  consolidate  this  credit card debt into a debt with a lower
interest rate.

In 2001 the  Company  incurred  a bad debt  expense  of  $62,142  and a  license
write-off for $14,000, as a result of recessionary forces and Company retraction
in certain market segments.  The Company does not expect any additional bad debt
expenses or write-offs in the future.

YEAR ENDED SEPTEMBER 30, 2000

During the year ended  September  30,  2000 the  Company  produced a net loss of
$268,691  on  revenues  of  $667,395,  as  compared  to a net loss of $72,140 on
revenues of  $851,207  for the prior year.  The  Company's  revenues in the year
ended  September  30, 2000 were  $183,812  less than the  preceding  year.  This
revenue reduction  resulted from a $72,814 decrease in  hardware/software  sales
and service  revenues  decreasing  in the 2000 year by  $110,998  over the prior
year.

The Company's  gross profit in the year ended  September  30, 2000  decreased by
only $40,201 over the prior year on revenues of $183,812 less. The Company plans
on  continuing  the  de-emphasis  of  hardware/software  sales unless such sales
provide the same high profit margin as consulting  services.  The Company's cost
of goods sold in the year ended  September  30, 2000 was $143,611  less than the
prior  year.   This  cost  decrease   resulted   primarily  from  $143,611  less
hardware/software sale costs during the year 2000.

Rimmer's  general and  administrative  expense  increased by $135,844 during the
year  ended  September  30,  2000 in  comparison  to the prior  year.  This cost
increase  resulted  primarily from: (i) an increase in  depreciation  expense of
$23,688 over the prior year; (ii) the addition of two new officers's salaries of
$39,000  in year  2000;  and  (iii)  additional  legal and  accounting  expenses
incurred as a result of  attempting to become a "fully  reporting  company." The
Company will likely incur  additional  legal expenses in fiscal year 2001 as the
Company attempts to list its common stock for trading.

                                       7
<PAGE>
Interest  expense  increased by $24,591 during the year ended September 30, 2000
over the  prior  year,  as a result of the  Company's  debt  (accounts  payable)
increasing by approximately $70,000 during the last half of the 1999 fiscal year
and the average  interest  rate on the credit card debt  increasing  to 18.7% at
September 30, 2000 from 11.8% at September 30, 1999. The Company is hopeful this
debt can be reduced  substantially  in the next year from  internally  generated
cash flow. The Company is also hoping to consolidate  this credit card debt into
a debt with a lower interest rate.

LIQUIDITY AND CAPITAL RESOURCES

On June 30, 2000 the Company  obtained  additional gross proceeds of $286,750 of
capital from its two stock  offerings.  These funds provided working capital for
Company growth through approximately  December 31, 2000. Since June 30, 2001 the
Company has attempted,  without  success,  to secure  additional  equity or debt
financing to sustain additional growth. The Company's growth in revenues in 2001
has  substantially  depleted the Company's  working  capital.  If the Company is
unable to acquire  additional  working capital in the near future, the viability
and  liquidity of the Company  will be  jeopardized.  There is no assurance  the
Company  will be able to secure  additional  financing  if needed in the future,
because the Company  does not have any  commitment  for such  financing  at this
time.

The Company's cash flow was adversely impacted by the hiring of eight additional
employees in November 2000, because the cash flow produced from their additional
sales was not  received  by the Company  until  January or  February  2001.  The
Company will only be able to hire  additional  employees in the near future when
the Company has sufficient working capital to pay the new employees salaries for
the estimated  time period during which their billed  services are not collected
from the customer.

The Company's current  liabilities  increased by $289,770 (84.1%) from the prior
year,  primarily as a result of increased accrued  accounting and legal expenses
of approximately  $75,700;  increased  accrued  expenses of $124,571;  increased
trade accounts payable of $57,280; a capital lease of $36,244;  and, an increase
in  deferred  revenues of $83,530.  The  Company  has  arranged  for some of its
accrued accounting and legal expenses to be paid with Company stock and the rest
to be paid on an installment  basis in 2002. Since the deferred  revenues amount
does not involve  future cash  expenditures,  the Company is confident  that the
maturation of its accounts  receivable will provide  sufficient  working capital
for the short-term.  However,  the Company is currently  seeking working capital
through equity or debt financing.

The Company's debt  resources  have been utilized for a total of $125,825,  with
Rimmer securing  additional credit card debt in the amount of $15,378 during the
year ended  September 30, 2001.  This debt is comprised of one bank loan,  three
notes payable, and several credit card loans. Rimmer is paying an annual rate of
approximately  11.85%  on the bank  line and  18.9% on the  credit  card debt at
September 30, 2001.  The bank debt of $73,586  became due in the last quarter of
fiscal year 2000,  although the bank has not requested  repayment as of December
26,  2001.  During the coming year the Company is hopeful of reducing the amount
of this debt through internally  generated cash flow or, possibly,  re-financing
the credit card debt at a lower interest rate.

Future  acquisitions of the Company will be funded by using the Company's common
stock. The Company does anticipate  expending cash to expand the revenues of any
business  it may  acquire  in the  future,  so the  Company  may need to  obtain
additional  funds for such  expansion,  as well as  Rimmer's  expansion,  in the
future.  There is no  assurance  that the  Company  will be able to acquire  any
business  in  the  future,   since  the  Company  has  not  yet   completed  any
acquisitions.

ITEM 7.  FINANCIAL STATEMENTS.

The Company's financial  statements and an index to the financial statements are
set forth on page F-1.

ITEM 8. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS

On December 10, 2001 the Board of Directors of Company approved the dismissal of
Semple & Cooper,  LP  ("Semple  &  Cooper")  and the  engagement  of Gary  Hirth
("Hirth"), as the Company's certifying accountant.

Semple & Cooper had been the Company's  certifying  accountant for the prior two
years.  During  the past two years  Semple &  Cooper's  report on the  Company's
financial  statements contained no adverse opinion or disclaimer of opinion, nor
was modified as to uncertainty,  audit scope, or accounting  principles,  except
for a fourth explanatory  paragraph regarding the Company's "ability to continue
as a going  concern."  The  Company  had no  disagreements  with Semple & Cooper
during the past two years and any subsequent  interim period  preceding the date
of  dismissal  on December 10, 2001 on any matter of  accounting  principles  or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements,  if not resolved to the  satisfaction  of Semple & Cooper,  would
have caused it to make  reference to the subject matter of the  disagreements  n
connection with its reports.

The Company did not consult  with Hirth prior to his  engagement  regarding  the
application of any accounting principles or any type of audit opinion that might
be rendered by him.

                                       8
<PAGE>
The Company  made the contents of its December 10, 2001 Form 8-K filing with the
SEC available to Hirth and Semple & Cooper and requested each of them to furnish
a letter to the Securities and Exchange  Commission as to whether each agrees or
disagrees with, or wishes to clarify the Company's  expression of their views. A
copy of Semple &  Cooper's  letter to the SEC was  included  as an exhibit to an
amended filing on December 26, 2001.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The directors, officers and key employees of the Company are as follows:

     Name and Address                    Age        Position
     ----------------                    ---        --------
     Christina M. Strauch                47         Director and Chairman
     7579 E. Main St., Suite 600
     Scottsdale, AZ 85251

     Robert H. Korndorffer               67         Director and
     7579 E. Main St., Suite 600                    Vice President
     Scottsdale, AZ 85251

     Bruce M. King                       48         Director and
     7579 E. Main St., Suite 600                    Vice President
     Scottsdale, AZ 85251

     Merlin W. Gunderson                 79         Director and
     7579 E. Main St., Suite 600                    Secretary/Treasurer
     Scottsdale, AZ 85251

CHRISTINA  M. STRAUCH  became a Director  and Vice  President - Marketing of the
Company on April 6, 2000.  She was President from July 5, 2000 until May 1, 2001
when she became  Chairman.  Ms.  Strauch  has been a principal  shareholder  and
officer of Rimmer Computer Inc. since April 1990 and is currently  President and
Secretary of Rimmer.  She was awarded an MBA in finance and marketing  from UCLA
in 1981, and worked for IBM in technical sales for five and a half years.  After
that she worked in  commercial  real estate for two years,  then returned to the
technology  sector in 1989 with Rimmer Computer,  Inc. She is a certified Novell
sales professional and a certified Cisco  salesperson.  She is also currently an
adjunct faculty member in the Business and Technology division of Scottsdale and
Gateway Community Colleges.

ROBERT H. KORNDORFFER became a Director and President of the Company on April 6,
2000. He was Chairman of the Company from July 5, 2000 until May 1, 2001 when he
became Vice  President.  Mr.  Korndorffer  has been a principal  shareholder and
officer of Rimmer  Computer  Inc.  since its  formation in 1987 and was formerly
President of Rimmer. He has a BS in Chemical  Engineering from the University of
Mississippi  (1956).  He  redirected  his  interest in computers in the chemical
industry  when  he left in  1965  to  work  for IBM as a data  processing  sales
representative  for 13 years and for the ITT Corporation  for five years.  After
starting Rimmer Computer,  Mr. Korndorffer has continued his technical education
in various  curricula  such as becoming a  Certified  NetWare  Engineer  for the
Novell Corporation.

BRUCE M. KING became a Director and Chairman of the Company on April 6, 2000. On
July 5, 2000 he resigned  as Chairman of the Company and became Vice  President.
Mr. King has a Master in Business  Administration and Administrative  Management
from Bowie  State  University  (1995) and a Masters in Spanish  from  Middlebury
College  (1984).  From June 1995 until  September 1997, Mr. King served as chief
financial  officer  for King's  Onion  House,  Inc.,  a produce  distributor  in
Phoenix,  Arizona. From September 1997 to present Mr. King has been the majority
shareholder  and President of Commerce  General,  Inc., a management  consulting
company in Mesa,  Arizona.  Previously  Mr. King had a  twenty-year  career as a
professional military officer,  which included experience in business management
and international relations.

MERLIN W. GUNDERSON has been a Director and Treasurer of the Company since April
6, 2000. On July 11, 2000 he became  Secretary as well. Mr.  Gunderson has a CPA
degree from the University of Illinois.  As senior partner, Mr. Gunderson grew a
two person accounting firm  (Clifton-Gunderson,  LLC) to be the 18th largest CPA
firm in the United States. Since 1989 Mr. Gunderson has served as an independent
consultant,  assisting  numerous clients in  restructuring,  capitalization  and
financial management.  In 1997 he assisted a manufacturing company with a public
offering that raised  $1,500,000  and assisted in debt  financing of $1,200,000.
Mr. Gunderson served several years on lecture circuits and participated actively
with the  American  Institute  of  CPAs.  He was also an  adjunct  Professor  of
Accounting for Bradley University.

                                       9
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION

Rimmer has  employment  contracts  with Ms.  Strauch  and Mr.  Korndorffer.  The
contracts  with Ms.  Strauch  and Mr.  Korndorffer  end  April 30,  2002.  These
employment agreements provide for no severance arrangements with these officers.
These  employment  agreements  prohibit  these officers from being engaged in or
involved  with  any  competitive  or  similar   business  within  100  miles  of
Scottsdale, Arizona for a period of four years. These employment agreements also
prohibit these officers from  disclosing  any  information  relating to Rimmer's
business to third parties.

The current annual  salaries of the Company's  current  officers are as follows:
Ms. Strauch - $60,000;  Mr. Korndorffer - $36,000;  and Mr. Gunderson - $18,000.
The employment  agreement contract with Mr. Korndorffer provides that the salary
of Ms.  Strauch  may not be  increased  until the  Company's  debts on which Mr.
Korndorffer is primarily or secondarily liable have been paid in full.

STOCK OPTIONS

On April 6, 2000 the Company and its  shareholders  adopted its 2000  Management
and  Employee  Stock  Option Plan (the  "Plan").  3,000,000  Company  shares are
reserved  for  issuance  under the Plan.  The Plan  provides for the granting of
stock options which,  at the discretion of the Board,  may be either  "incentive
stock options" within the meaning of Section 422A of the U.S.  Internal  Revenue
Code or  non-qualified  stock  options  which do not qualify as incentive  stock
options. With respect to any participant who owns stock possessing more than 10%
of the voting rights of the Company's  outstanding  capital stock,  the exercise
price of any incentive stock option under the Plan to such a participant must be
not less than 110% of fair market value on the date of grant.  Options under the
Plan may be granted to officers,  directors,  key employees of, and professional
consultants to, the Company and its  subsidiaries.  Under the terms of the Plan,
the aggregate  fair market value  (determined  at the time an option is granted,
which will normally be equal to the option  exercise  price per share) of Common
Stock  exercisable  under an  incentive  stock  option for the first time in any
calendar year may not exceed $100,000.

The maximum term for each option under the Plan is ten years or less.  No option
granted  may be  transferred  by the  optionee  other than by will,  the laws of
descent and distribution,  or by a qualified  domestic relations order, and each
option will be  exercisable  during the  lifetime of the  optionee  only by such
optionee. Options under the Plan will be exercisable in whole or in part at such
times after the date of grant as set forth in an option  agreement as determined
by the  Committee or the Board of Directors.  Each option  granted will be for a
term, and exercisable only in accordance with option agreements  approved by the
Board.

The Plan contains provisions which authorize the Board in the event of a sale or
merger  of all or  substantially  all of the  Company's  assets,  or a merger or
consolidation  in which the Company is not the  surviving  corporation,  to take
certain action in its  discretion.  In the event of such a transaction the Board
may accelerate the  exercisability  of any option to permit its exercise in full
during such period as the Board may prescribe  following the public announcement
of a sale of assets or merger,  and may elect to earlier grant that right at the
time an individual option is granted.  The Board may also require an optionee in
the  event  of such a  transaction  to  surrender  an  option  in  return  for a
substitute  option issued by a surviving  corporation which is determined by the
Committee to have a value  substantially  equal to the value of the  surrendered
option.

The Board of Directors will  determine who will receive any stock  options,  the
number of shares subject to each option granted,  the option period, any vesting
schedules  which  defer the  optionee's  rights to  exercise  an option  and the
exercise  price.  The  issuance  of any  stock  options  may have the  effect of
diluting  the  percentage  of  ownership  in the  Company  of the then  existing
shareholders.

As of  December  15,  2000 the Company  had  outstanding  stock  options for the
following number of shares to the indicated persons, all exercisable at $.30 per
share: Robert Korndorffer - 500,000;  Christina Strauch - 500,000;  Bruce King -
200,000  and  Merlin  Gunderson  -  250,000.  300,000  of the share  options  to
Korndorffer  and Strauch and  Gunderson's  option are intended to qualify as IRS
incentive  stock options and, as such, may not be exercised until April 7, 2001.
200,000 of the share options to Korndorffer,  Strauch and King do not qualify as
IRS incentive stock options and, as such, may be exercised immediately.

                                       10
<PAGE>
The  compensation  of the  Company's  chief  executive  officer  and each  other
executive  officer who received  more than  $100,000 as of year end at September
30, 2001 and 2000 is set forth in the table below.

<TABLE>
<CAPTION>
                                       Annual Compensation                    Long Term Compensation
                                                                       -----------------------------------
                                                                                Awards             Payouts
                          -------------------------------------------  ------------------------    -------
                                                            Other      Restricted    Securities
      Name and                                              Annual        Stock      Underlying     LTIP      All Other
     Principal                                           Compensation    Award(s)     Options/     Payouts   Compensation
      Position            Year   Salary($)   Bonus ($)        ($)          ($)         SARs (#)      ($)          ($)
      --------            ----   ---------   ---------   ------------  ----------    ----------    -------   ------------
<S>                       <C>    <C>         <C>         <C>           <C>           <C>           <C>       <C>
Christina M. Strauch      2001    60,000         --           --           --                0        --           --
                          2000    60,000         --           --           --          500,000        --           --
</TABLE>

The following table sets forth certain information  concerning the stock options
(with  stock  appreciation  rights)  granted  during the 2001 fiscal year to the
Company's chief executive  officer and each other executive officer who received
more than $100,000 in compensation.

<TABLE>
<CAPTION>
                          Number of       % of Total
                          Securities     Options/SARs
                          Underlying      Granted to      Exercise or
                         Options/SARs    Employees in     Base Price     Expiration
        Name             Granted (#)     Fiscal Year        ($/Sh)          Date
---------------------    ------------    ------------     -----------    ----------
<S>                      <C>             <C>              <C>            <C>
Christina M. Strauch          0               0               $0            N/A
</TABLE>

The following  table sets forth  information  concerning  each exercise of stock
options and the value of unexercised options (with stock appreciation rights) at
2001 year-end for the Company's chief  executive  officer and each other officer
who received more than $100,000 in compensation.

<TABLE>
<CAPTION>
                                                      Number of
                          Shares                      Securities           Value of
                         Acquired                     Underlying         Unexercised
                            on          Value        Unexercised         In-the-Money
                         Exercise     Realized     Options/SARs at     Options/SARs at
        Name                (#)          ($)          FY-End (#)          FY-End ($)
---------------------    ---------    --------     ---------------     ---------------
<S>                      <C>          <C>          <C>                 <C>
Christina M. Strauch        --           --           500,000/0           --/--(1)
</TABLE>

----------
(1)  Since the  Company's  stock did not trade at September  30, 2001, it is not
     known whether these options are "in the money."

                                       11
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of December  26, 2001 there were  5,170,171  shares of Company  common  stock
outstanding.  The following table sets forth the name, address, number of shares
beneficially  owned and which could be  purchased  in the next 60 days,  and the
percentage of the Company's total outstanding  common stock shares owned by: (i)
each of the Company's  Officers and Directors;  (ii) the Company's  Officers and
Directors  as a  group;  and  (iii)  other  shareholders  of 5% or  more  of the
Company's total outstanding common stock shares.

                                                Number of           Percent of
       Name of Owner                            Shares(1)           Outstanding
       -------------                            ---------           -----------
Christina M. Strauch (2)(3)                     1,543,700              29.6%
Robert H. Korndorffer (2)(4)                      576,300              11.1%
Bruce M. King (2)(5)                              250,000               4.8%
Merlin W. Gunderson (2)(6)                        250,000               4.8%
Officers and Directors, as
  a Group (4 people) (7)                        2,620,000              50.7%
James R. Korndorffer (8)
416 Kenilworth Ave.
Gulf Breeze, FL 32561                             401,000               7.8%
Michael K. Hair (9)
7407 E. Ironwood Ct.
Scottsdale, AZ 85258                              414,815               8.0%

----------
(1)  Represents shares in which the individual has a beneficial interest.
(2)  The address of this person is 7579 E. Main Street,  Suite 600,  Scottsdale,
     AZ 85251.
(3)  Includes  550,000 shares owned by Mr. Robert H. Korndorffer and placed in a
     voting  trust,  for which Ms.  Strauch is the  trustee.  This voting  trust
     agreement is  effective  as long as Ms.  Strauch is employed by the Company
     through  October 1, 2002,  but only for the election of Company  Directors.
     This  percentage  has not been adjusted for the  potential  exercise of Ms.
     Strauch's 500,000 stock options which are now exercisable. In the event Ms.
     Strauch  exercises those options,  she could vote 2,043,700  shares,  which
     would  be  36.0%  of  the  shares  then  outstanding.  (See  "Management  -
     Compensation.")
(4)  Excludes  550,000  shares  placed into the Voting trust (see note 3 above).
     This  percentage  has not been adjusted for the  potential  exercise of Mr.
     Korndorffer's 500,000 stock options which are now exercisable. In the event
     Mr.  Korndorffer  exercises those options,  he could vote 1,076,300 shares,
     which would be 19.0% of the shares then  outstanding.  (See  "Management  -
     Compensation.")
(5)  Represents  250,000  shares held in the name of Commerce  General,  Inc. of
     which Mr. King is President,  a Director and the majority shareholder,  but
     excludes  200,000  shares which may now be exercised at $.30 per share.  In
     the event Mr. King exercises  those options,  he would own 450,000  shares,
     which  would be 8.4% of the  shares  then  outstanding.(See  "Management  -
     Compensation.")
(6)  Represents  shares held in the name of a trust of which Mr.  Gunderson is a
     beneficiary.  This  percentage  has not  been  adjusted  for the  potential
     exercise  of  Mr.   Gunderson's   250,000   stock  options  which  are  now
     exercisable.  In the event Mr. Gunderson  exercises those options, he would
     own 500,000  shares,  which  would be 9.2% of the shares then  outstanding.
     (See "Management - Compensation.")
(7)  This  percentage  has not  been  adjusted  for the  potential  exercise  of
     management's  1,450,000 stock options which are now exercisable at $.30 per
     share. In the event management  exercises all of those options,  management
     would  own  4,070,000  shares,  which  would be 61.5%  of the  shares  then
     outstanding. (See "Management - Compensation.")
(8)  James R. Korndorffer is the brother of the Company's Chairman.

                                       12
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Upon the  incorporation  of the Company on February 14, 2000,  200,000 shares of
common  stock were issued to Michael K. Hair,  the sole  officer and Director at
that  time.  In  exchange,  $200  cash was paid  for the  incorporation  and for
services  totalling  $5,000 in value.  Mr. Hair continues to serve as securities
counsel to the Company.

On April 6, 2000 in an exchange  agreement  with Rimmer an additional  3,400,000
shares were issued by the Company to 8  individuals,  companies and trusts.  The
distributions to affiliates were as follows:

Bruce M. King (to a corporation of which he is President and a limited liability
company of which he is a member) - 1,248,600  shares;  Robert H.  Korndorffer  -
442,000  shares;  Christina  M.  Strauch - 309,400;  Norman King  (Bruce  King's
brother) Family Trust - 1,000,000 shares;  Merlin Gunderson (to a trust of which
he is a  beneficiary) - 250,000  shares.  In July 2000 Mr.  Korndorffer  and Ms.
Strauch  purchased  some of Mr. Bruce King's and Mr. Norman King's  shares.  See
"Item 4" above.

At December  31, 1999 Rimmer owed Mr.  Korndorffer  approximately  $12,326  from
loans Mr.  Korndorffer  had made to Rimmer  over the  years.  This debt bears no
interest.  In March 2000, Mr. Korndorffer  converted this debt to equity with no
additional shares being issued.

At December 31, 1999 Christina M. Strauch owed Rimmer  approximately  $73,636 as
interest free salary advances. On January 25, 2000 Ms. Strauch repaid $20,000 of
this advance.  Ms. Strauch intends to repay the balance of this advance over the
next two years from her salary.

On January 25, 2000 Commerce General, Inc., a company of which Mr. Bruce M. King
is  President  and  majority  shareholder  invested  $27,500  into  Rimmer  as a
contribution of capital.

On May 25, 2000  Michael K. Hair,  then an Officer and  Director of the Company,
loaned Rimmer $20,000. This sum was repaid on July 3, 2000 with no interest.

On June 22, 2001 Michael K. Hair, as Company legal counsel,  was owed $72,114.63
for legal fees and expenses incurred since July 1, 2000. This debt was converted
into 225,251  shares of Company  common stock on June 22, 2001.  At November 30,
2001  Mr.  Hair was owed  approximately  $37,885  for  legal  fees and  expenses
incurred  since June 22,  2001.  Mr.  Hair has agreed to convert  this debt into
shares of Company common stock,  but the specific  number of shares has not been
agreed upon.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a)  The exhibits to this filing are set forth below.

(b)  On December 14, 2001 the Company filed Form 8-K with the SEC concerning its
     change of certifying accountant (Item 4 of Form 8-K).

                                INDEX TO EXHIBITS

   EXHIBIT NUMBER                     DESCRIPTION
   --------------                     -----------
       2.1*       Agreement of Exchange and Plan of Reorganization
       3.1*       Articles of Incorporation
       3.2*       Bylaws
       10.1*      2000 Stock Option Plan
       10.2*      Stock Option Agreement with Bruce M. King
       10.3*      Stock Option Agreement with Robert H. Korndorffer
       10.4*      Stock Option Agreement with Robert H. Korndorffer
       10.5*      Stock Option Agreement with Christina M. Strauch
       10.6*      Stock Option Agreement with Christina M. Strauch
       10.7*      Stock Option Agreement with Merlin W. Gunderson
       10.8*      Employment Agreement with Bruce M. King
       10.9*      Employment Agreement with Robert H. Korndorffer
       10.10*     Employment Agreement with Christina M. Strauch
       10.11*     Employment Agreement with Merlin W. Gunderson
       10.12*     Office Lease
       10.13*     Office Lease
       21.1*      Subsidiaries

                                       13
<PAGE>
                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf on January 3, 2002 by the undersigned, thereunto authorized.

                                       RIM.COM INC.

                                       By: /s/ Christina M. Strauch
                                           -------------------------------------
                                           Christina M. Strauch, Chairman

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following  persons on behalf of the Registrant and in the
capacities on the date(s) indicated.


/s/ Christina M. Strauch       Chairman (Chief            Dated: January 3, 2002
----------------------------   Executive Officer) and
Christina M. Strauch           Treasurer (Chief Financial
                               Officer), Director


/s/ Robert H. Korndorffer      Vice President             Dated: January 3, 2002
----------------------------   Director
Robert H. Korndorffer


                               Vice President             Dated:
----------------------------   Director
Bruce M. King

                                       14
<PAGE>
                              FINANCIAL STATEMENTS

                                  RIM.COM INC.

                               FOR THE YEARS ENDED
                           SEPTEMBER 30, 2001 AND 2000

                                                                            PAGE
                                                                            ----

Independent Auditors' Report ..............................................  F-2

Balance Sheets September 30, 2001 and 2000 ................................  F-3

Statements of Operations for the Years Ended
  September 30, 2001 and 2000 .............................................  F-5

Statements of Stockholders' Equity (Deficit) for the Years Ended
  September 30, 2001 and 2000 .............................................  F-6

Statements of Cash Flows for the Years Ended September 30, 2001
  and 2000 ................................................................  F-7

Notes to Financial Statements .............................................  F-9

                                       F-1
<PAGE>
December 27, 2001


The Board of Directors
Rim.Com Inc. and Subsidiary

We have audited the accompanying  consolidated balance sheet of Rim.Com Inc. and
Subsidiary as of September 30, 2001, and the related consolidated  statements of
operations,  changes in  stockholders'  equity(deficit),  and cash flows for the
years the  ended.  These  financial  statements  are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial  statements  based on our audit.  The financial  statements of Rim.Com
Inc.  and  Subsidiary  as of as of  September  30,  2000,  were audited by other
certifying  accountants  whose  report dated  November  21,  2000,  expressed an
unqualified opinion on those statements.

We  conducted  our  audits  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
misstatements.  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.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the financial  position of Rim.Com Inc. and
Subsidiary as of September 30, 2001 and the results of its  operations,  changes
in  stockholders'  equity(deficit),  and its cash flows for the years ended,  in
conformity with generally accepted accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 7 to the
financial  statements,  the Company has negative  working  capital and a deficit
stockholders' equity. These conditions raise substantial doubt about its ability
to continue as a going  concern.  The  financial  statements  do not include any
adjustments that might result from the outcome of this uncertainty.

Phoenix, Arizona
December 27, 2001

                                       F-2
<PAGE>
                           RIM.COM INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                           SEPTEMBER 30, 2001 AND 2000


                                     ASSETS

                                                               2001       2000
                                                             --------   --------
CURRENT ASSETS

  Cash and Cash Equivalents                                  $ 18,961   $103,662
  Accounts Receivable-Trade, Net of allowance for doubtful
    accounts of $ 62,143 as of September 30, 2001             187,265     71,463
  Inventory                                                        --      2,250
  Other Current Assets                                            424         --
                                                             --------   --------

          TOTAL CURRENT ASSETS                               $206,650   $177,375

Property and Equipment-Net (Note 1)                            85,061     56,250

OTHER ASSETS

  Licenses-Net                                                     --     18,000
  Deferred Offering Costs                                      13,229         --
  Deposits                                                      1,910         --
  Cash Surrender Value of Life Insurance                        1,131      9,303
  Note Receivable-Related Party                                20,323     52,220
                                                             --------   --------

                                                             $328,304   $313,148
                                                             ========   ========

     The Accompanying Notes are an Integral Part of the Financial Statements

                                       F-3
<PAGE>
                           RIM.COM INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                           SEPTEMBER 30, 2001 AND 2000


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                                          2001          2000
                                                        ---------     ---------
CURRENT LIABILITIES

  Current Portion of Notes Payable                      $  73,586     $  80,825
  Capital Leases Obligations                               31,628            --
  Accounts Payable
     -Trade                                               209,202       167,300
     -Other                                                60,378        45,000
  Accrued Expenses                                        153,172        28,601
  Deferred Revenues                                       106,353        22,823
                                                        ---------     ---------

          TOTAL CURRENT LIABILITIES                     $ 634,319     $ 344,549

Capital Lease Obligations, Less Current Portion             6,708            --

STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred Stock, 10,000,000 shares authorized;
    no shares issued or outstanding
  Common Stock, .001 par value
    20,000,000 shares authorized; 5,123,939 and
    4,734,171 outstanding at September 30, 2001
    and 2000, respectively                                  5,124         4,734
  Additional Paid In Capital                              380,278       279,179
  Accumulated Deficit                                    (698,125)     (315,314)
                                                        ---------     ---------

           TOTAL STOCKHOLDERS' EQUITY (DEFICIT)          (312,723)      (31,401)
                                                        ---------     ---------
                                                        $ 328,304     $ 313,148
                                                        =========     =========

     The Accompanying Notes are an Integral Part of the Financial Statements

                                       F-4
<PAGE>
                           RIM.COM INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF OPERATIONS
                           SEPTEMBER 30, 2001 AND 2000


                                                     2001              2000
                                                  -----------       -----------
REVENUE

  Service                                         $ 1,008,774       $   390,799
  Products                                            734,967           276,596
                                                  -----------       -----------

                                                    1,743,741           667,395
COST OF SALES

  Service                                             537,191           310,997
  Products                                            678,041           164,992
                                                  -----------       -----------
                                                    1,215,232           475,989
                                                  -----------       -----------

          GROSS PROFIT                            $   528,509       $   191,406

General and Administrative Expense                    811,213           438,482
Bad Debt Expense                                       62,142                --
                                                  -----------       -----------

          LOSS FROM OPERATIONS                       (344,846)         (247,076)

OTHER INCOME (EXPENSE)
  Non-recurring Charge-Write-off
    Goldmine License                                  (14,000)               --

  Interest Income                                       3,201             4,119
  Interest Expense                                    (27,763)          (35,567)
  Other Income                                            597                --
                                                  -----------       -----------

          NET LOSS                                $  (382,811)      $  (278,524)
                                                  ===========       ===========

BASIC LOSS PER SHARE                              $      (.08)      $      (.07)
                                                  ===========       ===========

WEIGHTED AVERAGE SHARES OUTSTANDING                 4,825,970         3,814,460
                                                  ===========       ===========

     The Accompanying Notes are an Integral Part of the Financial Statements

                                       F-5
<PAGE>
                          RIM.COM, INC. AND SUBSIDIARY
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                 FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000


<TABLE>
<CAPTION>
                                                      Common Stock          Additional     Retained     Stockholders'
                                                 ------------------------     Paid-In      Earnings        Equity
                                                   Shares        Amount       Capital      (Deficit)      (Deficit)
                                                 ----------    ----------    ----------    ----------    ----------
<S>                                             <C>          <C>           <C>           <C>           <C>
Balance at September 30, 1999                     3,400,000    $    3,400    $   (1,400)   $  (36,790)   $  (34,790)

Stock Offerings                                   1,334,171         1,334       234,153                     235,487
Conversion of Debt to Equity                                                     12,326                      12,326
Additional Capital Contribution-Stockholder                                      27,500                      27,500
Stock Options for Services                                                        1,600                       1,600
Additional Capital Contributions-Officers                                         5,000                       5,000
Net Loss for the Year Ended September 30, 2000                                               (278,524)     (278,524)
                                                 ----------    ----------    ----------    ----------    ----------
Balance at September 30, 2000                     4,734,171         4,734       279,179      (315,314)      (31,401)

Stock Issued for Services                           389,765           390       101,099                     101,489
Net Loss for the Year Ended September 30, 2001                                               (382,811)     (382,811)
                                                 ----------    ----------    ----------    ----------    ----------

Balance at September 30, 2001                     5,123,936    $    5,124    $  380,278    ($ 698,125)   ($ 312,723)
                                                 ==========    ==========    ==========    ==========    ==========
</TABLE>

     The Accompanying Notes are an Integral Part of the Financial Statements

                                       F-6
<PAGE>
                           RIM.COM INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                           SEPTEMBER 30, 2001 AND 2000


                                                        2001            2000
                                                     -----------    -----------
Increase (Decrease) in Cash

CASH FLOWS FROM OPERATING ACTIVITIES

  Cash Received From Customers                       $ 1,566,393    $   624,128
  Cash Paid to Suppliers and Employees                (1,611,278)      (746,072)
  Interest Paid                                          (27,763)       (35,567)
  Interest Received                                        3,201          4,119
                                                     -----------    -----------

     NET CASH USED BY OPERATING ACTIVITIES               (69,447)      (153,392)

CASH FLOWS FROM INVESTING ACTIVITIES

  Collection of Note Receivable - Related Party           31,897         21,126
  Purchase of License                                         --        (20,000)
  Purchase of Fixed Assets                               (78,249)       (14,798)
                                                     -----------    -----------

     NET CASH USED BY INVESTING ACTIVITIES               (46,352)       (13,672)

CASH FLOWS FROM FINANCING ACTIVITIES

  Proceeds From Debt                                      97,739             98
  Principal Payments on Notes Payable                    (66,641)            --
  Proceeds from Stock                                         --        262,987
                                                     -----------    -----------

     NET CASH USED BY FINANCING ACTIVITIES                31,098        263,085

          NET INCREASE (DECREASE) IN CASH                (84,701)        96,021

CASH AT BEGINNING OF YEAR                                103,662          7,641
                                                     -----------    -----------

               CASH AS OF SEPTEMBER 30, 2001         $    18,961    $   103,662
                                                     -----------    -----------

     The Accompanying Notes are an Integral Part of the Financial Statements

                                       F-7
<PAGE>
                           RIM.COM INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                           SEPTEMBER 30, 2001 AND 2000


                                                          2001          2000
                                                        ---------     ---------
Reconciliation of Net Loss to Net Cash Provided
(Used) by Operating Activities

  Net Income (Loss)                                     $(382,811)    $(278,524)

Adjustment to Reconcile Net Income to Net Cash
  Provided By Operating Activities:

  Depreciation / Amortization                              53,438        29,529
  Stock and Options Issued for Services                   101,490         6,600
  Non Cash Write-off of Goldmine License                   14,000            --

  Changes in Assets and Liabilities
    Accounts Receivable - Trade                          (115,802)      (43,267)
    Inventory                                               2,250        (1,454)
    Other Current Assets                                     (424)           --
    Deposits                                               (1,910)           --
    Deferred Offering Cost                                (13,229)           --
    Cash Surrender Value of Life Insurance                  8,172        (1,441)
    Accounts Payable - Trade                              102,280        94,183
    Accounts Payable - Other                              (18,301)        4,635
    Accrued Expenses                                       97,870        13,524
    Deferred Revenue                                       83,530        22,823
                                                        ---------     ---------
                                                          313,364       125,132
                                                        ---------     ---------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES        $ (69,447)    $(153,392)
                                                        ---------     ---------

    The accompanying notes are an integral part of these financial statements

                                       F-8
<PAGE>
                          RIM.COM, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2001


1. NATURE OF THE CORPORATION

On April 6, 2000,  Rim.Com  Inc.  acquired all the  outstanding  common stock of
Rimmer  Computer,  Inc. in a transaction  accounted  for as a  recapitalization.
Under the terms of the merger  agreement the  stockholders'  of Rimmer Computer,
Inc. received 94.4% of the outstanding  common stock of Rim.Com Inc. in exchange
for 100% of the  stock of Rimmer  Computer,  Inc..  Rimmer  Computer,  Inc.  was
incorporated in Arizona on June 19, 1991. The accompanying  financial statements
represent  the  operating  activity  of Rimmer  Computer,  Inc.  for all periods
presented.

Rim.Com  Inc.  was  incorporated  in  Nevada  on  February  14,  2000 and had no
operating  activity  prior to the time of the merger on April 6, 2000.  As such,
the  merger  has been  accounted  for as a  recapitalization.  The effect of the
recapitalization has been presented retroactively.

Rim.Com,  Inc. (The  Company)  provides  installation  and  consulting  services
pertaining to computer hardware,  software and systems. It provides the majority
of its services to small businesses throughout the Southwestern United States.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF ACCOUNTING:

The  accompanying  financial  statements  have been prepared in accordance  with
Generally Accepted Accounting  Principles (GAAP). GAAP requires that the accrual
method of accounting be used.

USE OF 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  disclosures  of
contingent assets and liabilities at the date the financial statements,  and the
reported  amount of revenues and expenses  during the reporting  period.  Actual
results could differ from those estimates.

PRINCIPLES OF CONSOLIDATION:

The consolidated financial statements include the financial position, results of
operations,  and cash flows of Rim.Com  Inc.  and its  wholly-owned  subsidiary,
Rimmer Computer, Inc.. All intercompany transactions, accounts and balances have
been eliminated in consolidation.

ACCOUNTS RECEIVABLE:

The Company follows the allowance method of recognizing  uncollectible  accounts
receivable.  The allowance method  recognizes bad debt expense based on a review
of the  individual  accounts  outstanding  and the  Company's  prior  history of
uncollectible  accounts  receivable.  As of  September  30, 2001 an allowance of
$62,143 was established for potentially uncollectible accounts receivable.

INVENTORY

Inventory  consists of various computer cables and other computer hardware to be
used on an as  needed  basis.  Inventories  are  stated  at the lower of cost or
market.  Cost is  determined  using the average cost method.  Market is based on
anticipated current sales prices.  Provisions are made periodically for obsolete
and slow moving inventory.

                                       F-9
<PAGE>
                          RIM.COM, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2001


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

CASH AND CASH EQUIVALENTS:

For the purposes of the balance sheet and  statement of cash flows,  the company
considers all investments  purchased with original maturities of three months or
less to be cash equivalents.

In non-cash  transactions,  the Company  acquired  equipment  through  financing
totaling $ 97,739.

PROPERTY AND EQUIPMENT:

Property and equipment are recorded as cost. Depreciation is provided for on the
straight-line  method over the estimated useful lived of the assets. The average
lives  range from three (3) to seven (7) years.  Maintenance  and  repairs  that
neither materially adds to the value of the property nor appreciably prolong its
life are charged to expense as incurred. Betterments or renewals are capitalized
when  incurred.  For the years ended 2001 and 2000,  depreciation  expense was $
49,438 and $ 27,529, respectively.

For the purposes of the balance sheet and  statement of cash flows,  the company
considers all investments  purchased with original maturities of three months or
less to be cash equivalents.

LICENSES:

Licenses are comprised of the rights to market intellectual properties comprised
primarily of software  packages.  The licenses are amortized over their expected
economic  useful lived of 5 years.  Accumulated  amortization  and  amortization
expense  for the  periods  ended  September  30, 2001 and 2000 was $ 4,000 and $
2,000, respectively.

REVENUE RECOGNITION:

The Company  derives its revenues  from the sale of computer  systems as well as
sales of application  software,  parts and components.  The Company also derives
revenues by providing  maintenance,  consulting and educational  services to its
customers.   The  Company  recognized   revenues  from  sales  of  its  systems,
application  software,  parts and  components at the time of shipment.  Revenues
from  consulting  and  maintenance  services  are  recognized  as the service is
provided.

Retainer  fees  are  recorded  as  deferred  revenues  when  received.  They are
recognized  as income  when they are  earned,  which is  calculated  on an hours
charged basis.

IMPAIRMENT OF LONG-LIVED ASSETS:

The Company reviews long-lived assets for impairment  whenever events or changes
in  circumstances   indicate  the  carrying  amount  of  an  asset  may  not  be
recoverable.  Recoverability  of  assets  to be held and used is  measured  by a
comparison of the carrying  amount of an asset to future  undiscounted  net cash
flows expected to be generated by the asset. If such assets are considered to be
impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the assets  exceeded the fair value of the assets.  Assets to
be disposed of are  reported at the lower of the  carrying  amount or fair value
less costs to sell.

                                      F-10
<PAGE>
                          RIM.COM, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2001


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

FAIR VALUE OF FINANCIAL INSTRUMENTS:

The carrying values of cash, accounts  receivable,  accounts payable and current
notes payable  approximate  their fair values  because of the short  maturity of
these instruments.

INCOME TAXES:

Rimmer Computer,  Inc.  Previously  operated as a Sub-Chapter S corporation.  As
such,  all taxable  income and related  tax credits  were passed  through to the
stockholders  who were  responsible  for any  resulting  income tax. In January,
2000, the Sub-Chapter S was terminated, and the Company became a C-Corporation.

The  Company  accounts  for  income  taxes  in  accordance  with  the  Financial
Accounting  Standard No. 109  "Accounting for Income Taxes" (SFAS 109). SFAS 109
requires the Company to recognize  deferred tax assets and  liabilities  for the
expected  future tax  consequences  of events that have been  recognized  in the
Company's financial statements or tax returns.  Under this method,  deferred tax
assets and  liabilities  are  determined  based on the  differences  between the
financial  statements  carrying  amounts and tax basis of assets and liabilities
using  enacted  tax rates in effect  in the years in which the  differences  are
expected to reverse.

Deferred tax assets are reduced by a valuation  allowance when in the opinion of
management,  it is more likely than not that some portion or all of the deferred
tax  assets  will not be  realized.  Deferred  tax assets  and  liabilities  are
adjusted  for the  effects  of  changes  in tax  laws  and  rates on the date of
enactment.

CONCENTRATION OF CREDIT RISK:

Financial  instruments that potentially subject the Company to concentrations of
credit risk consist  principally of accounts  receivable.  The Company  performs
ongoing credit evaluations of its customers' financial  condition,  but does not
require collateral to support customer receivables.

EMPLOYEE STOCK OPTIONS:

The Company has elected to follow  Accounting  Principles  Board  Opinion No. 25
"Accounting for Stock Issued to Employees:  (APB 25) and related interpretations
in accounting for its employee stock options and to adopt the "disclosure  only:
alternative treatment under Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based  Compensation" (SFAS 123). SFAS No. 123 requires the
use of fair value option valuation models that were developed for use in valuing
employee stock options.

NET LOSS PER SHARE:

Basic net loss per common  share is computed  based on weighted  average  shares
outstanding and excludes any potential dilution from stock options,  warrants or
other common stock equivalents. Basic net loss per share is computed by dividing
loss available to common  shareholders by the weighted  average number of common
shares  outstanding  for the period.  Diluted net loss per common share reflects
potential  dilution from the exercise or  conversion  of securities  into common
stock or from other contracts to issue common stock.

                                      F-11
<PAGE>
                          RIM.COM, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2001


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

NET LOSS PER SHARE (Continued):

Assumed  exercise of the outstanding  options at September 30, 2001 of 1,580,000
have been excluded from the  calculation of diluted net loss per common share as
their  effect  is  antidulitive.  In  addition,  as the  Company  has a net loss
available to common  shareholders for all periods presented,  the calculation of
diluted net loss per share has been excluded from the financial statements.

3. NOTES PAYABLE

Notes payable at September 30, 2001 and 2000, consisted of one (1) bank loan and
three (3) notes, respectively, with outstanding combined balances of $73,586 and
$ 80,825.  The balances consist primarily of a line of credit,  with interest at
prime plus 2.35% per annum (8.85% on September 30, 2001),  due June,  2000.  The
total credit line of $ 72,500 was fully  utilized.  As of September 30, 2001 the
line of credit was considered delinquent as it expired in June of 2000. However,
as of the date of the  auditors  report  the bank had not  declared  the note in
default.

                                                               2001      2000
                                                              -------   -------
As of September 30, the outstanding line of credit
  balance was:                                                $73,586   $73,536

Two short term, callable notes to USAA Life with average
  interest rates of approximately 6.2% per annum:                  --     7,289
                                                              -------   -------

                                                              $73,586   $80,825
                                                              =======   =======

4. RELATED PARTY TRANSACTIONS

NOTE RECEIVABLE - RELATED PARTY:

As of September  30, 2001 and 2000,  the note  receivable  from a related  party
consisted  on one (1) note.  The note began  accruing  interest as of October 1,
1999 at a rate of 8% per  annum.  The  note is due  September  30,  2002  and is
secured by common stock of the Company.

5. PROPERTY AND EQUIPMENT

Property  and  Equipment,  net  of  accumulated  depreciation,  consist  of  the
following at September 31:

                                                      2001              2000
                                                    ---------         ---------
Furniture and Fixtures                              $   1,995         $   1,995
Computer Equipment                                     23,939            10,718
Computer System                                       142,548            77,520
Copying Equipment                                         807               807
Office Equipment                                        7,134             7,134
                                                    ---------         ---------
                                                      176,423            98,174
                                                    ---------         ---------
Less: Accumulated Depreciation                        (91,362)          (41,924)
                                                    ---------         ---------
                                                    $  85,061            56,250
                                                    =========         =========

                                      F-12
<PAGE>
                          RIM.COM, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2001


6. COMMITMENTS

The Company  leases  office  space and  equipment  under  operating  leases.  In
addition,  the Company leases  certain  software,  computer and other  equipment
under  capital  leases.  Operating and capital  leases expire at various  months
though the year 2003. Approximate minimum future rental and lease payments as of
September 30, 2001 are as follows:

                                                           Capital     Operating
                                                           Leases        Leases
                                                           -------      -------
Year Ending September 30,
     2002                                                  $36,372      $42,708
     2003                                                    7,428       19,153
                                                           -------      -------
Total Minimum Lease Payments                               $43,800      $61,861
Less Amount Representing Interest                            5,464      =======
                                                           -------
Present Value of Minimum Lease Payments                     38,336
Less Current Portion                                        31,628
                                                           -------
Long Term Portion                                          $ 6,708
                                                           =======

7. GOING CONCERN

The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company has a stockholders'
deficit at September  30, 2001,  in an amount of $ 312,723 and negative  working
capital in the amount of $ 427,669.  The Company has also generated  losses from
operations  in the prior  years.  The  financial  statements  do not include any
adjustments that might result from the outcome of this uncertainty.

8. CONSULTANT COMPENSATION PLAN

Effective  June 15,  2001 the  Company's  Board of  Directors  and  stockholders
formally  approved the  Company's  2001  Consultant  Compensation  Plan.  At the
direction of the Board of Directors, all consultants may participate in the 2001
plan by electing to receive the  Company's  common  stock for accrued and unpaid
compensation.  The basis of  conversion is $0.30 of debts accrued prior to April
1, 2001, $0.40 of debts through June 22, 2000, and, thereafter,  at a conversion
price  equal to 90% of the  lowest  closing  bid price  during the week prior to
conversion. The Company will fund the 2001 Plan with up to 500,000 shares of its
$.001 par value common stock.

9. STOCK OPTION PLAN

Effective  April 6,  2000 the  Company's  Board of  Directors  and  stockholders
formally  approved  the  Company's  2000 Stock Option  Plan,  which  permits the
granting  of options  to  purchase  shares of the  Company's  stock to  eligible
employees and  directors.  The Plan reserves  3,000,000  shares of the Company's
common  stock  for  grant.  The plan  provides  that the  options  may be either
incentive or non-incentive stock

                                      F-13
<PAGE>
                          RIM.COM, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2001


9. STOCK OPTION PLAN (Continued)

options.  The exercise  price for the incentive  stock options shall not be less
than 100% of the fair market  value of the stock at the date of grant and 50% of
the fair market value with respect to the non-incentive  stock options.  Options
granted  under the Plan must be exercised in whole or in part with an average of
10 years from the date of grant.

The Company  accounts  for its option plan under APB Opnion No. 25,  "Accounting
for Stock Issued to Employees." The Company follows the disclosure  requirements
of Financial  Accounting  Standards  Board No. 123,  "Accounting for Stock-Based
Compensation"  (SFAS 123).  SFAS 123  established  a fair value based  method of
accounting  for  stock-based  compensation  plans.  SFAS  123  requires  that an
employer's  financial  statements include certain  disclosures about stock-based
employee compensation  arrangements regardless of the method used to account for
the plan.  Had the company  recognized  compensation  cost for its stock  option
plans consistent with the provisions of SFAS 123, the Company's net loss and net
loss per common share for the years ended September 30, 2001 and 2000 would have
been adjusted to the proforma amounts indicated below.

                                                         2001           2000
                                                       ---------      ---------
Net Loss:
  As Reported                                          $(382,811)     $(278,524)
  Proforma                                              (403,611)      (590,524)

Loss Per Common Share:
  As Reported                                          $    (.08)     $    (.07)
  Proforma                                                  (.08)          (.15)

The fair value of each option  grant is estimated on the date of grant using the
Black-Scholes  option-pricing model with the following assumptions for the years
ended September 30:

                                                       2001          2000
                                                     --------      --------
     Dividend Yield                                    None          None
     Volatility                                         0%            0%
     Risk Free Interest Rate                            8%            8%
     Expected Asset Life                             10 Years      10 Years

The  Black-Scholes  option pricing model was developed for use in estimating the
fair  value  of  traded  options,  which  have  no  vesting  or  transferability
restrictions.  These matters were taken into  consideration  when estimating the
fair  value of the  Company's  options.  However,  the  Company's  options  have
characteristics significantly different than traded options.

                                      F-14
<PAGE>
                          RIM.COM, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2001


9. STOCK OPTION PLAN (Continued)

A summary of activity for the Company's stock options is presented below for the
years ended September 30:

<TABLE>
<CAPTION>
                                                         Weighted                 Weighted
                                                          Average                  Average
                                                         Exercise                 Exercise
                                                2001       Price        2000        Price
                                             ----------   -------    ----------    -------
<S>                                          <C>          <C>        <C>           <C>
Options Outstanding at Beginning of Year      1,450,000   $   .30            --    $    --
  Granted                                       130,000       .30     1,950,000        .30
  Forfeited                                          --                (500,000)        --
  Exercised                                          --                      --         --
                                             ----------   -------    ----------    -------
Options Outstanding at End of Year            1,580,000   $   .30     1,450,000    $   .30

Options Available for Grant at End of Year    1,420,000               1,550,000
Average approximate Remaining
  Contractual Life                            8.9 Years               9.5 Years
Weighted Average Fair Value of Options
  Granted During the Year                    $     0.16              $     0.16
</TABLE>

10. INCOME TAXES
                                                            Years Ended
                                                            September 30,
                                                     --------------------------
                                                       2001             2000
                                                     ---------        ---------
Tax Benefit of Net Operating Loss                    $ 159,418        $ 116,000
Less: Valuation Allowance                             (159,418)        (116,000)
                                                     ---------        ---------
Income Tax Effect                                    $      --        $      --
                                                     =========        =========

As of  September  30,  2001 the  Company  has  approximately  $  650,092  of net
operating loss carryfoward  available to offset future federal and state taxable
income through 2020.

As of  September  30,  2001 the  Company  had a  deferred  tax  asset  valuation
allowance in the approximate amount of $275,418.  In assessing the realizability
of deferred tax assets,  management considers whether it is more likely than not
that some portion or all of the  deferred  tax assets will not be realized.  The
ultimate  realization of deferred tax assets is dependent upon the generation of
future  taxable income during the periods in which those  temporary  differences
become  deductible.  Management  believes  that the  inability  to  utilize  net
operating  loss  carryforwards  to  offset  future  taxable  income  within  the
carryforward periods is more likely than.  Accordingly,  a 100 percent valuation
allowance has been recorded against the net deferred tax assets.

                                      F-15
<PAGE>
                          RIM.COM, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2001


11. NON-RECURRING CHARGES

During  the  fourth  quarter  of  fiscal  year  2001,  the  Company  recorded  a
non-recurring,  pretax charge of $ 14,000  related to the write-off the Goldmine
license.  The Company  believes the license  will not provide a future  economic
value for the 2002 fiscal year.

12. ACCOUNTS PAYABLE - OTHER

Accounts  payable - other  consists of various credit card balances at September
30, 2000. The average  interest  rates at September 30, 2000 were  approximately
18.7 %, due on demand.

                                      F-16
<PAGE>
                              FINANCIAL STATEMENTS

                                  RIM.COM INC.

                               For the Years Ended
                         September 30, 1999 and 1998 and
                        for the Nine Month Periods Ended
                       June 30, 2000 and 1999 (Unaudited)

                                                                            Page
                                                                            ----
Independent Auditors' Report                                                F-18

Balance Sheets September 30, 1999 and June 30, 2000 (Unaudited)             F-19

Statements of Operations for the Years Ended September 30, 1999
and 1998 and for the Nine Month Periods Ended June 30, 2000
and 1999 (Unaudited)                                                        F-21

Statements of Stockholders' Equity (Deficit) for the Years Ended
September 30, 1999 and 1998 and for the Nine Month Periods Ended
June 30, 2000 and 1999 (Unaudited)                                          F-22

Statements of Cash Flows for the Years Ended September 30, 1999 and
1998 and for the Nine Month Periods Ended June 30, 2000
and 1999 (Unaudited)                                                        F-23

Notes to Financial Statements                                               F-25

                                      F-17
<PAGE>
                          INDEPENDENT AUDITORS' REPORT


To The Stockholders and Board of Directors of
Rim.Com, Inc. and Subsidiary


We have audited the accompanying consolidated balance sheet of Rim.Com, Inc. and
Subsidiary  as of  September  30, 2000 and 1999,  and the  related  consolidated
statements of operations,  changes in stockholders'  equity (deficit),  and cash
flows for the years then ended. These consolidated  financial statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits 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.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial  position of Rim.Com,  Inc. and
Subsidiary as of September 30, 2000 and 1999, and the results of its operations,
changes in stockholders' equity (deficit), and its cash flows for the years then
ended, in conformity with generally accepted accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 6 to the
financial  statements,  the Company has negative  working  capital and a deficit
stockholders' equity. These conditions raise substantial doubt about its ability
to continue as a going  concern.  The  financial  statements  do not include any
adjustments that might result from the outcome of this uncertainty.


Certified Public Accountants                              /s/Semple & Cooper LLP
Phoenix, Arizona
November 21, 2000

                                      F-18
<PAGE>
                          RIM.COM, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                           SEPTEMBER 30, 2000 AND 1999

                                     ASSETS

                                                        2000            1999
                                                      ---------       ---------
Current Assets:
  Cash (Note 1)                                       $ 103,662       $   7,641
  Accounts receivable - trade, net (Note 1)              71,463          28,196
  Inventory (Note 1)                                      2,250             796
                                                      ---------       ---------

      Total Current Assets                              177,375          36,633
                                                      ---------       ---------
Property and Equipment: (Note 1)
  Furniture and fixtures                                  1,995           1,996
  Computer equipment                                     10,718          10,098
  Computer system                                        77,520          64,904
  Copying equipment                                         807             672
  Office equipment                                        7,134           5,706
                                                      ---------       ---------
                                                         98,174          83,376

  Less: accumulated depreciation                        (41,924)        (14,395)
                                                      ---------       ---------

                                                         56,250          68,981
                                                      ---------       ---------
Other Assets:
  Licenses, net (Note 1)                                 18,000              --
  Cash surrender value of life insurance                  9,303           7,862
  Note receivable - related party (Note 3)               52,220          73,346
                                                      ---------       ---------
                                                         79,523          81,208
                                                      ---------       ---------

      Total Assets                                    $ 313,148       $ 186,822
                                                      =========       =========

                   The Accompanying Notes are an Integral Part
                           of the Financial Statements

                                      F-19
<PAGE>
                          RIM.COM, INC. AND SUBSIDIARY
                     CONSOLIDATED BALANCE SHEETS (CONTINUED)
                           SEPTEMBER 30, 2000 AND 1999

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                                           2000          1999
                                                        ---------     ---------
Current Liabilities:
  Notes payable (Note 2)                                $  80,825     $  80,727
  Note payable - related party (Note 3)                        --        12,326
  Accounts payable
    - trade                                               167,300        73,117
    - other (Note 4)                                       45,000        40,365
  Deferred Revenues (Note 1)                               22,823            --
  Accrued expenses                                         28,601        15,077
                                                        ---------     ---------

      Total Current Liabilities                           344,549       221,612
                                                        ---------     ---------

Commitments: (Note 5)                                          --            --

Stockholders' Equity (Deficit):
  Preferred Stock, 10,000,000 shares authorized;
    no shares issued or outstanding                            --            --
  Common stock, .001 par value,
    20,000,000 shares authorized; 4,734,171 and
    3,400,000 outstanding at September 30, 2000
    and 1999, respectively                                  4,734         2,000
  Additional paid in capital                              279,179            --
  Accumulated deficit                                    (315,314)      (36,790)
                                                        ---------     ---------

      Total Stockholders' Equity (Deficit)                (31,401)      (34,790)
                                                        ---------     ---------
Total Liabilities and Stockholders' Equity (Deficit)    $ 313,148     $ 186,822
                                                        =========     =========

                   The Accompanying Notes are an Integral Part
                           of the Financial Statements

                                      F-20
<PAGE>
                          RIM.COM, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2000 AND 1999


                                                   2000                1999
                                                -----------         -----------
Revenues:
  Service                                       $   390,799         $   501,797
  Products                                          276,596             349,410
                                                -----------         -----------
                                                    667,395             851,207

Cost of Revenues:
  Service                                           310,997             297,845
  Products                                          164,992             321,755
                                                -----------         -----------
                                                    475,989             619,600
                                                -----------         -----------

Gross Profit                                        191,406             231,607
                                                -----------         -----------

General and Administrative Expenses                 438,482             292,805
                                                -----------         -----------
Loss from Operations                               (247,076)            (61,198)
                                                -----------         -----------
Other Income (Expense):
  Interest income                                     4,119                  34
  Interest expense                                  (35,567)            (10,976)
                                                -----------         -----------

                                                    (31,448)            (10,942)
                                                -----------         -----------

Net Loss                                        $  (278,524)        $   (72,140)
                                                ===========         ===========

Basic Loss per Share                            $      (.07)        $      (.02)
                                                ===========         ===========

Weighted Average Shares Outstanding               3,814,460           3,400,000
                                                ===========         ===========

                   The Accompanying Notes are an Integral Part
                           of the Financial Statements

                                      F-21
<PAGE>
                          RIM.COM, INC. AND SUBSIDIARY
      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                 FOR THE YEARS ENDED SEPTEMBER 30, 2000 AND 1999


<TABLE>
<CAPTION>
                                                                                               Stock-
                                          Common Stock          Additional      Retained       holders'
                                      ---------------------       Paid-in       Earnings       Equity
                                       Shares        Amount       Capital       (Deficit)     (Deficit)
                                       ------        ------       -------       ---------     ---------
<S>                                 <C>            <C>         <C>             <C>           <C>
Balance at September 30, 1998         3,400,000      $3,400      $  (1,400)      $  35,350     $  37,350

Net loss for the year ended
  September 30, 1999                         --          --             --         (72,140)      (72,140)
                                      ---------      ------      ---------       ---------     ---------

Balance at September 30, 1999         3,400,000       3,400         (1,400)        (36,790)      (34,790)


Stock offerings                       1,334,171       1,334        234,153              --       235,487
Conversion of debt to equity                 --          --         12,326              --        12,326
Additonal capital contribution-
  stockholder                                --          --         27,500              --        27,500
Stock options for services                   --          --          1,600              --         1,600
Additional capital contribution-
  officers                                   --          --          5,000              --         5,000
Net Loss for the year ended
  September 30, 2000                         --          --             --        (278,524)     (278,524)
                                      ---------      ------      ---------       ---------     ---------

Balance at September 30, 2000         4,734,171      $4,734      $ 279,179       $(315,314)    $ (31,401)
                                      =========      ======      =========       =========     =========
</TABLE>

                   The Accompanying Notes are an Integral Part
                           of the Financial Statements

                                      F-22
<PAGE>
                          RIM.COM, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2000 AND 1999


                                                         2000           1999
                                                      ---------       ---------
Increase (Decrease) in Cash:
Cash flows from operating activities:
  Cash received from customers                        $ 624,128       $ 918,138
  Cash paid to suppliers and employees                 (746,072)       (883,214)
  Interest paid                                         (35,567)        (10,720)
  Interest received                                       4,119              34
                                                      ---------       ---------
      Net cash provided (used) by operating
        activities                                     (153,392)         24,238
                                                      ---------       ---------
Cash flows from investing activities:
  Collection of note receivable related party            21,126          16,238
  Purchase of licenses                                  (20,000)             --
  Purchase of fixed assets                              (14,798)        (70,797)
                                                      ---------       ---------
      Net cash used by investing activities             (13,672)        (54,559)
                                                      ---------       ---------
Cash flows from financing activities:
  Proceeds from debt                                         98          37,396
  Proceeds from stock                                   262,987              --
  Repayment of debt                                          --         (14,932)
                                                      ---------       ---------
      Net cash provided by financing activities         263,085          22,464
                                                      ---------       ---------

Net increase (decrease) in cash                          96,021          (7,857)

Cash at beginning of period                               7,641          15,498
                                                      ---------       ---------

Cash at end of period                                 $ 103,662       $   7,641
                                                      =========       =========

                   The Accompanying Notes are an Integral Part
                           of the Financial Statements

                                      F-23
<PAGE>
                          RIM.COM, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                 FOR THE YEARS ENDED SEPTEMBER 30, 2000 AND 1999


                                                         2000            1999
                                                      ---------       ---------
Reconciliation of Net Loss to Net Cash
 Provided (Used) by Operating Activities:

Net Income (Loss)                                     $(278,524)      $ (72,140)
                                                      ---------       ---------
Adjustments to reconcile net income (loss) to net
 cash provided (used) by operating activities:
 Depreciation/Amortization                               29,529           8,008
 Stock and options issued for services                    6,600              --

Changes in Assets and Liabilities:
 Accounts receivable
  - trade                                               (43,267)         66,931
 Inventory                                               (1,454)          1,121
 Cash surrender value of life insurance                  (1,441)         (1,085)
 Accounts payable
  - trade                                                94,183           1,807
  - other                                                 4,635          18,687
 Accrued expenses                                        13,524             909
 Deferred revenue                                        22,823              --
                                                      ---------       ---------

                                                        125,132          96,378
                                                      ---------       ---------
Net cash provided (used) by operating activities      $(153,392)      $  24,238
                                                      =========       =========

                   The Accompanying Notes are an Integral Part
                           of the Financial Statements

                                      F-24
<PAGE>
                          RIM.COM, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, NATURE OF OPERATIONS AND
    USE OF ESTIMATES:

    BASIS OF PRESENTATION:

    On April 6, 2000,  Rim.Com Inc. acquired all of the outstanding common stock
    of  Rimmer   Computer,   Inc.   in  a   transaction   accounted   for  as  a
    recapitilization.  Under the terms of the merger agreement the stockholder's
    of Rimmer Computer,  Inc. received 94.4% of the outstanding  common stock of
    Rim.Com  Inc. in exchange  for 100% of the stock of Rimmer  Computer,  Inc..
    Rimmer  Computer,  Inc. was  incorporated  in Arizona on June 19, 1991.  The
    accompanying financial statements represent the operating activity of Rimmer
    Computer, Inc. for all periods presented.

    Rim.Com  Inc.  was  incorporated  in Nevada on February  14, 2000 and had no
    operating  activity  prior to the time of the  merger on April 6,  2000.  As
    such, the merger has been accounted for as a recapitilization. The effect of
    the recapitilization has been presented retroactively.

    NATURE OF OPERATIONS:

    Rim.Com,  Inc. (the "Company") provides installation and consulting services
    pertaining  to computer  hardware,  software  and  systems.  It provides the
    majority of its services to small  businesses  throughout  the  Southwestern
    United States.

    PERVASIVENESS OF 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 revenues  and expenses  during the
    reporting period. Actual results could differ from those estimates.

    PRINCIPLES OF CONSOLIDATION:

    The  consolidated  financial  statements  include  the  financial  position,
    results of operations,  and cash flows of Rim.Com Inc. and its  wholly-owned
    subsidiary,  Rimmer Computer, Inc.. All material intercompany  transactions,
    accounts and balances have been eliminated in consolidation.

                                      F-25
<PAGE>
                          RIM.COM, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, NATURE OF OPERATIONS AND
    USE OF ESTIMATES: (CONTINUED)

    ACCOUNTS RECEIVABLE:

    The Company provides for potentially  uncollectible  accounts  receivable by
    use of the allowance  method.  The allowance is provided based upon a review
    of the individual accounts  outstanding,  and the Company's prior history of
    uncollectible  accounts  receivable.  As of September  30, 2000 and 1999, no
    allowance  has  been  provided  for   potentially   uncollectible   accounts
    receivable  and, in the opinion of  management,  all accounts are considered
    fully collectible.

    INVENTORY:

    Inventory consists of various computer cables and other computer hardware to
    be used on an as needed basis.  Inventories  are stated at the lower of cost
    or market. Cost is determined using the average cost method. Market is based
    upon anticipated current sales prices.  Provisions are made periodically for
    obsolete and slow moving inventory.

    PROPERTY AND EQUIPMENT:

    Property and equipment are recorded at cost. Depreciation is provided for on
    the straight-line  method over the estimated useful lives of the assets. The
    average  lives  range  from three (3) to seven (7)  years.  Maintenance  and
    repairs  that  neither  materially  add to the  value  of the  property  nor
    appreciably prolong its life are charged to expense as incurred. Betterments
    or renewals are capitalized when incurred. For the years ended September 30,
    2000 and 1999, depreciation expense was $27,529 and $8,008, respectively.

    LICENSES:

    Licenses  are  comprised  of the  rights to market  intellectual  properties
    comprised  primarily of software  packages.  The licenses are amortized over
    their expected  economic useful lives of 5 years.  Accumulated  amortization
    and amortization expense for the period ended September 30, 2000 was $2,000.

                                      F-26
<PAGE>
                          RIM.COM, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, NATURE OF OPERATIONS
    AND USE OF ESTIMATES: (CONTINUED)

    REVENUE RECOGNITION:

    The Company  derives its revenues from the sale of computer  systems as well
    as sales of application  software,  parts and  components.  The Company also
    derives  revenues  by  providing  maintenance,  consulting  and  educational
    services to its customers. The Company recognizes revenues from sales of its
    systems, application software, parts and components at the time of shipment.
    Revenues from  consulting  and  maintenance  services are  recognized as the
    service is provided.

    Retainer  fees are recorded as deferred  revenues  when  received.  They are
    recognized  as income when they are earned,  which is calculated on an hours
    charged basis.

    IMPAIRMENT OF LONG-LIVED ASSETS:

    The Company  reviews  long-lived  assets for impairment  whenever  events or
    changes in circumstances indicate the carrying amount of an asset may not be
    recoverable.  Recoverability  of assets to be held and used is measured by a
    comparison  of the carrying  amount of an asset to future  undiscounted  net
    cash  flows  expected  to be  generated  by the  asset.  If such  assets are
    considered  to be impaired,  the  impairment to be recognized is measured by
    the  amount by which the  carrying  amount of the assets  exceeded  the fair
    value of the assets.  Assets to be disposed of are  reported at the lower of
    the carrying amount or fair value less costs to sell.

    FAIR VALUE OF FINANCIAL INSTRUMENTS:

    The  carrying  values of cash,  accounts  receivable,  accounts  payable and
    current notes  payable  approximate  their fair values  because of the short
    maturity of these instruments.

    INCOME TAXES:

    Rimmer  Computer,  Inc.  previously  operated as a  Sub-Chapter S tax option
    corporation. As such, all taxable income and related tax credits were passed
    through to the  stockholders  who were  responsible for any resulting income
    tax. In January, 2000, the Sub-Chapter S tax option was terminated,  and the
    Company became a C-Corporation.

                                      F-27
<PAGE>
                          RIM.COM, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, NATURE OF OPERATIONS
    AND USE OF ESTIMATES: (CONTINUED)

    Deferred income taxes are provided on an asset and liability method, whereby
    deferred tax assets are recognized for deductible temporary  differences and
    operating loss carryforwards and deferred tax liabilities are recognized for
    taxable  temporary  differences.  Temporary  differences are the differences
    between the reported amounts of assets and liabilities and their tax basis.

    Deferred tax assets are reduced by a valuation allowance when in the opinion
    of  management,  it is more likely than not that some  portion or all of the
    deferred  tax  assets  will  not  be  realized.   Deferred  tax  assets  and
    liabilities are adjusted for the effects of changes in tax laws and rates on
    the date of enactment.

    CONCENTRATION OF CREDIT RISK:

    Financial instruments that potentially subject the Company to concentrations
    of credit  risk  consist  principally  of accounts  receivable.  The Company
    performs ongoing credit evaluations of its customers'  financial  condition,
    but does not require collateral to support customer receivables.

    EMPLOYEE STOCK OPTIONS:

    The Company has elected to follow  Accounting  Principles  Board Opinion No.
    25,  "Accounting  for  Stock  Issued  to  Employees"  (APB  25) and  related
    interpretations  in accounting  for its employee  stock options and to adopt
    the  "disclosure  only"  alternative  treatment under Statement of Financial
    Accounting  Standards No. 123,  "Accounting  for  Stock-Based  Compensation"
    (SFAS 123).  SFAS No. 123 requires  the use of fair value  option  valuation
    models that were developed for use in valuing employee stock options.

    NET LOSS PER SHARE:

    Basic net loss per common share is computed based on weighted average shares
    outstanding and excludes any potential dilution from stock options, warrants
    or other common stock  equivalents.  Basic net loss per share is computed by
    dividing  loss  available to common  shareholders  by the  weighted  average
    number of common  shares  outstanding  for the period.  Diluted net loss per
    common share reflects  potential dilution from the exercise or conversion of
    securities  into common stock or from other contracts to issue common stock.


                                      F-28
<PAGE>
                          RIM.COM, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, NATURE OF OPERATIONS
    AND USE OF ESTIMATES: (CONTINUED)

    Assumed  exercise  of the  outstanding  options  at  September  30,  2000 of
    1,750,000  have been excluded from the  calculation  of diluted net loss per
    common share as their effect is  antidilutive.  In addition,  as the Company
    has a net loss available to common  shareholders for all periods  presented,
    the  calculation  of diluted net loss per share has been  excluded  from the
    financial statements.

2.  NOTES PAYABLE:

    Notes payable at September 30, 2000, and 1999,  consisted of three (3) notes
    and four (4) notes,  respectively,  with  outstanding  combined  balances of
    $80,825 and  $80,727.  The balances  consist  primarily of a line of credit,
    with  interest at prime plus 2.35% per annum (11.85% on September 30, 2000),
    due June, 2000. The total credit limit of $72,500 was fully utilized.  As of
    September  30,  2000 the line of  credit  was  considered  delinquent  as it
    expired in June of 2000.  However, as of the date of the auditors report the
    bank had not declared the note in default.  The remaining  notes are made up
    of  various  short-term,  callable  notes  with  average  interest  rates of
    approximately 6.2% per annum.

3.  RELATED PARTY TRANSACTIONS:

    NOTE RECEIVABLE - RELATED PARTY:

    As of September 30, 2000, and 1999, the note receivable from a related party
    consisted  of one (1)  note.  Prior  to  September  30,  1999  the  note was
    considered  non-interest bearing.  Subsequent to September 30, 1999 the note
    commenced  accruing  interest  at a rate of 8% per  annum.  The  note is due
    September 30, 2002 and is secured by common stock of the Company.

    NOTE PAYABLE - RELATED PARTY:

    As of September 30, 1999, the note payable to a related party consisted of a
    non-interest  bearing  short-term  note to an officer and director of Rimmer
    Computer, Inc., with an outstanding balance of $12,326. The note payable was
    converted to equity subsequent to September 30, 1999.

    STOCKHOLDERS EQUITY:

    During  the year  ended  September  30,  2000,  Commerce  General,  Inc.,  a
    stockholder of Rim.Com Inc., made an additional capital  contribution in the
    amount of $27,500.

                                      F-29
<PAGE>
                          RIM.COM, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


4.  ACCOUNTS PAYABLE - OTHER:

    Accounts  payable - other  consists  of  various  credit  card  balances  at
    September  30, 2000 and 1999.  The average  interest  rates at September 30,
    2000 and 1999 were  approximately  18.7%  and  11.8%,  respectively,  due on
    demand.

5.  COMMITMENTS:

    The Company has entered into a non-cancelable  operating lease agreement for
    office space through October 31, 2002. In addition, the Company entered into
    an additional one year operating lease agreement beginning October 1, 2000.

    The  approximate  future minimum lease  payments  under the operating  lease
    agreement, are as follows:

                  Year Ending
                 September 30,           Amount
                 -------------           ------

                     2001               $25,108
                     2002                16,044
                     2003                 1,377
                                        -------

                                        $42,489
                                        =======

6.  GOING CONCERN:

    The Company's financial  statements have been presented on the basis that it
    is a going concern,  which  contemplates  the  realization of assets and the
    satisfaction  of liabilities  in the normal course of business.  The Company
    has a stockholders' deficit at September 30, 2000, in the amount of $31,401,
    and negative working capital in the amount of $167,174. The Company has also
    generated   losses  from  operations  in  the  prior  years.  The  financial
    statements do not include any adjustments that might result from the outcome
    of this uncertainty.

7.  STOCK OPTION PLAN:

    Effective  April 6, 2000 the Company's  Board of Directors and  stockholders
    formally  approved the Company's  2000 Stock Option Plan,  which permits the
    granting of options to purchase  shares of the  Company's  stock to eligible
    employees and directors. The Plan reserves 3,000,000 shares of the Company's
    common  stock for grant.  The plan  provides  that the options may be either
    incentive  or  non-incentive  stock  options.  The  exercise  price  for the

                                      F-30
<PAGE>
                          RIM.COM, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


7.  STOCK OPTION PLAN: (CONTINUED)

    incentive stock options shall not be less than 100% of the fair market value
    of the  stock at the date of grant  and 50% of the fair  market  value  with
    respect to the non-incentive  stock options.  Options granted under the Plan
    must be  exercised  in whole or in part within an average of 10 years of the
    date of grant.  As of September 30, 2000,  1,550,000 stock options under the
    Plan were  available for grant,  with  1,950,000  options  granted,  500,000
    forfeited, and 1,450,000 exercisable at $.30 per share.


    The per share  weighted  average  fair  value of the stock  options  granted
    during  2000  was  $.16  on  the  date  of  grant  using  the  Black-Scholes
    option-pricing  model  with  the  following  weighted  average  assumptions:
    expected dividend yield 0%, expected  volatility of 0%, and an expected life
    of 10 years. The risk free interest rate was 8% for 2000.

    The  Company  applies  APB  Opinion  No.  25 in  accounting  for  its  Plan.
    Accordingly,  no  compensation  cost has been  recognized  in the  financial
    statements  for its stock options to employees.  Had the Company  determined
    compensation  cost  based on the fair  value of the grant date for its stock
    options  under SFAS No. 123, the  Company's net loss and net loss per common
    share for the year ended  September 30, 2000 would have been adjusted to the
    proforma amounts indicated below.

                                                           Year Ended
                                                       September 30, 2000
                                                       ------------------
        Net income (loss):
          As reported                                       $(278,524)
          Proforma                                          $(590,524)

        Loss per common share:
          As reported                                       $    (.07)
          Proforma                                          $    (.15)


                                      F-31
<PAGE>
                          RIM.COM, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


7.  STOCK OPTION PLAN: (CONTINUED)

    A summary of the  aformentioned  stock plan for the year ended September 30,
    2000 is as follows:

                                                            Weighted Average
                                                         Number        Exercise
                                                        of Share        Price
                                                        --------        -----

        Balance at October 1, 1999                            --       $    --
          Granted                                      1,950,000           .30
          Forfeited                                      500,000            --
          Exercised                                           --            --
                                                       ---------       -------

        Balance at September 30, 2000                  1,450,000       $   .30
                                                       =========       =======

        Exercisable at September 30, 2000              1,450,000       $   .30
                                                       =========       =======

    All 1,450,000 stock options  outstanding are exercisable as of September 30,
    2000,  with  remaining  contractual  lifes of  approximately  9 years  and 6
    months.

8.  INCOME TAXES:
                                                          Years Ended
                                                          September 30,
                                                    -------------------------
                                                       2000            1999
                                                    ---------       ---------
                                                                    Proforma
        Tax benefit of net operating loss           $ 116,000       $  24,000

        Less: Valuation allowance                    (116,000)        (24,000)
                                                    ---------       ---------

        Income tax effect                           $      --       $      --
                                                    =========       =========

    As of  September  30,  2000 the Company  has  approximately  $280,000 of net
    operating  loss  carryforward  available to offset future  federal and state
    taxable income through 2019.

                                      F-32
<PAGE>
                          RIM.COM, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


8.  INCOME TAXES: (CONTINUED)

    As of  September  30, 2000 the Company  had a deferred  tax asset  valuation
    allowance  in  the  approximate   amount  of  $116,000.   In  assessing  the
    realizability  of deferred tax assets,  management  considers  whether it is
    more likely  than not that some  portion or all of the  deferred  tax assets
    will not be  realized.  The ultimate  realization  of deferred tax assets is
    dependent upon the generation of future taxable income during the periods in
    which those temporary  differences  become deductible.  Management  believes
    that the inability to utilize net  operating  loss  carryforwards  to offset
    future  taxable income within the  carryforward  periods is more likely than
    not.  Accordingly,  a 100  percent  valuation  allowance  has been  recorded
    against the net deferred tax assets.

    Rimmer  Computer,  Inc.  had no  current  income  taxes  for the year  ended
    September  30,  1999  due  to  the  fact  that  the  Company  operated  as a
    Sub-Chapter S tax option corporation until January, 2000.

9.  NON-CASH TRANSACTIONS:

    During the period  ended  September  30,  2000,  the  Company had a non-cash
    financing transaction from the conversion of debt to equity in the amount of
    $12,326.

    During the period  ended  September  30,  2000,  the  Company  had  non-cash
    operating  transactions  in the amount of $6,600 for stock and stock options
    issued for services.

                                      F-33