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

                                   FORM 10-KSB

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

    For the Fiscal Year Ended September 30, 2000

[ ] Transition Report Under Section 13 or 15(d) of the Securities
    Exchange Act of 1934

    For the transition period from ___________ to ___________

                           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: $667,395

     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, as of
a specified date within the past 60 days. $291,950 - price at which sold

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest practical date. 4,734,171

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

                                  FORM 10-KSB

                                                                          Page
                                                                          ----
PART I
        Item 1.  Description of Business..................................  1

        Item 2.  Description of Property..................................  1

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

        Item 4.  Submission of Matters to a Vote of Security Holders......  3

PART II
        Item 5.  Market for Common Equity and Related Stockholders
                  Matters.................................................  4

        Item 6.  Management's Discussion and Analysis or Plan of
                  Operation...............................................  5

        Item 7.  Financial Statements.....................................  6

        Item 8.  Changes In and Disagreement with Accountants on
                  Accounting and Financial Disclosure.....................  6

PART III
        Item 9.  Directors, Executive Officers, Promoters and Control
                  Persons.................................................  7

        Item 10. Executive Compensation...................................  8

        Item 11. Security Ownership of Certain Beneficial Owners
                  and Management.......................................... 10

        Item 12. Certain Relationships and Related Transactions........... 11

PART IV
        Item 13. Exhibits, Financial Statements, Schedules and Reports
                  on Form 8-K............................................. 12

                                        i
<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,  although  Rimmer expects to obtain some national  accounts within
the next year.  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  2000  Rimmer  served   approximately   110  different
customers, most of which it anticipates serving in fiscal year 2001.

     Rimmer executed 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.

                                       1
<PAGE>
     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.

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,  Mr.
Korndorffer and Ms.  Strauch,  the Company's  Chairman and President,  both have
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  throughtout 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

                                       2
<PAGE>
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 September 30, 2000 Rimmer  employed 6 systems  engineers,  one salesman,
two  administrative/accountant,  in addition  to  management.  In November  2000
Rimmer hired six additional system engineers and two additional salesmen. Rimmer
has no plans for additional hirings at this time.

ITEM 2. DESCRIPTION OF PROPERTY

     The  Company is  currently  leasing for two (2) years  approximately  1,200
square feet of space at its principal offices at a monthly rent of approximately
$1,212 plus tax. In November 2000 the Company  entered into a two-year  lease on
an  additional  700  square  feet of  space  located  at 7510  E.  Main  Street,
Scottsdale, Arizona for a monthly rent of $700. These two sites are 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 the Company pending or threatened
at December 15, 2000.

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
Company's fourth quarter.


                                        3
<PAGE>
                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     MARKET  INFORMATION.  The Company's  common stock has not  previously  been
actively traded.  The principal market in which the Company's common shares will
be trading is the  over-the-counter  market automated  quotation system commonly
known as the Bulletin  Board.  The Company does not know what its trading symbol
will  be  at  this  time.  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 15, 2000 the Company had 49 stockholders of record.

     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.

                                       4
<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, 2000

     During the year ended September 30, 2000 the Company produced a net loss of
$278,524  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  $156,763  less
hardware/software sale costs during the year 2000.

     Rimmer's general and  administrative  expense  increased by $145,677 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
$21,688 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 of
approximately  $50,000  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.

     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.

YEAR ENDED SEPTEMBER 30, 1999

     During the year ended  September  30,  1999  Rimmer  produced a net loss of
$72,140 on revenues of $851,207, as compared to a net loss of $7,760 on revenues
of $659,160 for the prior year.  Rimmer's  revenues in the 1999 fiscal year were
$192,047  higher  than  in  the  prior  year,  because  hardware/software  sales
increased  by   approximately   $74,500  and  consulting   sales   increased  by
approximately  $116,000.  However,  Rimmer's  cost of goods  sold  increased  by
$185,057  in  the  1999  fiscal  year  as  well,   as  a  result  of   increased
hardware/software costs, sales commissions paid, and labor cost increases.

                                       5
<PAGE>
     Rimmer's general and administrative expense increased by $66,908 during the
1999  fiscal  year in  comparison  to the  prior  year,  as a  result  increased
professional and consulting expenses,  depreciation and office rent. The Company
hopes to increase  revenues  and its profit  margin in fiscal year 2000,  but it
will  also  attempt  to  manage  its cost of  goods  sold  and its  general  and
administrative expenses in the next year as well.

     Interest  expense  increased in fiscal year 1999 over 1998 by $4,496,  as a
result of the debt increasing by approximately  $41,000.  The Company is hopeful
this  debt  can be  reduced  substantially  in the  next  year  with  internally
generated cash flow.

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 will  provide  working
capital for Company growth through  approximately  December 31, 2000. After that
period,  the Company will attempt to secure  additional equity or debt financing
to sustain additional growth.  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 has been adversely  impacted by the hiring of eight
additional employees in November 2000, because the cash flow produced from their
additional  sales will likely not be received  by the Company  until  January or
February 2001. The Company presently believes (without assurance) that the sales
revenue  generated by these  additional  eight  employees  will make the Company
almost profitable in the first quarter of fiscal 2001.

     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 $5,000 during
the year ended  September 30, 2000.  This debt is comprised of one bank loan and
several  credit  card loans.  Rimmer is paying an annual  rate of  approximately
11.85% on the bank line and 18.7% on the credit card debt at September 30, 2000.
The bank debt of  $80,825  became due in the last  quarter of fiscal  year 2000,
although the bank has not  requested  repayment as of December 15, 2000.  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

     The Company has not changed its accountants or had any  disagreements  with
its accountants since Semple & Cooper, LLP, was engaged in February 2000. Rimmer
had not engaged any independent accountants prior to July 2000.

                                       6
<PAGE>
                                    PART III

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

     The directors and executive officers of the Company as of December 15, 2000
were as follows:

    Name and Address                             Age      Position
    ----------------                             ---      --------
    Robert H. Korndorffer                        66       Director and Chairman
    7579 E. Main St., Suite 600
    Scottsdale, AZ 85251

    Christina M. Strauch                         45       Director and President
    7579 E. Main St., Suite 600
    Scottsdale, AZ 85251

    Bruce M. King                                47       Director and
    7579 E. Main St., Suite 600                           Vice President
    Scottsdale, AZ 85251

    Merlin W. Gunderson                          78       Director and
    7579 E. Main St., Suite 600                           Secretary/Treasurer
    Scottsdale, AZ 85251

     ROBERT H.  KORNDORFFER  became a Director  and  President of the Company on
April  6,  2000.  On July  5,  2000  he  became  Chairman  of the  Company.  Mr.
Korndorffer has been a principal shareholder and officer of Rimmer Computer Inc.
since its formation in 1987 and is currently 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.

     CHRISTINA  M. STRAUCH  became a Director and Vice  President - Marketing of
the Company on April 6, 2000. On July 5, 2000 she became President.  Ms. Strauch
has been a principal shareholder and officer of Rimmer Computer Inc. since April
1990 and is currently 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.

     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 Kings 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.

                                       7
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION

     Rimmer has employment contracts with Mr. Korndorffer, Ms. Strauch, Mr. King
and Mr.  Gunderson.  The contracts with Mr.  Korndorffer  and Ms. Strauch have a
two-year term ending  January 25, 2002 and the  contracts  with Mr. King and Mr.
Gunderson have a one-year term ending March 1, 2001. 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:  Mr. Korndorffer - $60,000,  Ms. Strauch - $60,000;  Mr. King - $36,000
and Mr.  Gunderson - $36,000.  The Company  may, at some future  time,  increase
salaries or grant  bonuses to its  officers,  but such  increases  and/or  bonus
payments, and the actual payment of salaries will be made only if the Company is
successful and they do not materially  adversely  affect the Company's cash flow
from operations.

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.

                                       8
<PAGE>
     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.

     The  compensation of the Company's  chief executive  officer and each other
executive  officer  who  received  more than  $100,000 is set forth in the table
below.

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

     The following  table sets forth certain  information  concerning  the stock
options (with stock  appreciation  rights) granted during the fiscal year to the
Copmany'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
                        Options/SARs      Employees in      Exercise or Base     Expiration
     Name                Granted (#)       Fiscal Year        Price ($/Sh)          Date
     ----                -----------       -----------        ------------          ----
<S>                      <C>              <C>                <C>                  <C>
Robert H. Korndorffer      500,000            34.5%               $.30          April 5, 2010
</TABLE>

     The  following  table sets forth  information  concerning  each exercise of
stock  options and the value of  unexercised  options  (with stock  appreciation
rights) at 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 Securities              Value of
                                                               Underlying Unexercised      Unexercised In-the-Money
                                                              Options/SARs at FY-End(#)    Options/SARs at FY-End($)
                       Shares Acquired                        -------------------------    -------------------------
Name                   on Exercise (#)   Value Realized ($)   Exercisable/Unexercisable    Exercisable/Unexercisable
----                   ---------------   ------------------   -------------------------    -------------------------
<S>                    <C>               <C>                   <C>                 <C>
Robert H. Korndorffer       --                  --                 200,000/300,000                   --/-- (1)
</TABLE>
----------
(1)  Since the Company's  stock does not yet trade it is not known whether these
     options are "in the money."

                                        9
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     As of December 15, 2000 there were 4,734,171 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
             -------------                 ---------            -----------
     Robert H. Korndorffer (2)(3)          1,326,300               26.9%

     Christina M. Strauch (2)(4)           1,193,700               24.2%

     Bruce M. King (2)(5)                    450,000                9.1%

     Merlin W. Gunderson (2)(6)              250,000                5.3%

     James R. Korndorffer (8)
     416 Kenilworth Ave.
     Gulf Breeze, FL 32561                   400,000                8.4%

     Michael K. Hair
     7407 E. Ironwood Ct.
     Scottsdale, AZ 85258                    266,666                5.6%

     All Officers and Directors,
     as a Group (4 people) (7)             3,222,000               60.4%

----------
(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  200,000  shares  which may be  immediately  purchased at $.30 per
     share. This percentage has not been adjusted for the potential  exercise of
     Mr.  Korndorffer's  300,000 stock options which are not  exercisable  until
     April 7, 2001. In the event Mr.  Korndorffer  exercises  those options,  he
     would own 1,641,300  shares,  which would be 32.6% of the shares  currently
     outstanding. (See "Management - Compensation.")
(4)  Includes  200,000  shares  which may be  immediately  purchased at $.30 per
     share. This percentage has not been adjusted for the potential  exercise of
     Ms. Strauch's  300,000 stock options which are not exercisable  until April
     7, 2001. In the event Ms. Strauch  exercises  those options,  she would own
     1,508,700 shares, which would be 30.0% of the shares currently 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  and
     includes  200,000  shares  which may be  immediately  purchased at $.30 per
     share. (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 not exercisable
     until April 7, 2001. In the event Mr. Gunderson exercises those options, he
     would own  500,000  shares,  which  would be 10.0% of the shares  currently
     outstanding. (See "Management - Compensation.")
(7)  Includes  600,000  shares  which may be  immediately  purchased at $.30 per
     share. This percentage has not been adjusted for the potential  exercise of
     management's 850,000 stock options which are not exercisable until April 7,
     2001. In the event  management  exercises all of those options,  management
     would own 4,099,700  shares,  which would be 66.3% of the shares  currently
     outstanding. (See "Management - Compensation.")
(8)  James R. Korndorffer is the brother of the Company's Chairman.

                                       10
<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.

                                       11
<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

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

     (b)  There were no Form 8--K filings by the Company during the last quarter
          of its fiscal year.

                                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

         27       Financial Data Schedule

----------
*   Incorporated  herein  by  reference  to the  same  numbered  exhibit  in the
    Company's  Registration  Statement on Form 10SB and its amendments intitally
    filed with the SEC on July 14, 2000.

                                       12
<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 December 15th, 2000 by the undersigned, thereunto authorized.

                                  RIM.COM INC.



                                  By: /s/ Robert H. Korndorffer
                                     ---------------------------
                                     Robert H. Korndorffer, 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/ Robert H. Korndorffer      Chairman (Chief          Dated: December 15, 2000
---------------------------    Executive Officer)
Robert H. Korndorffer          Director



/s/ Christina M. Strauch       President (Chief         Dated: December 15, 2000
---------------------------    Operating Officer),
Christina M. Strauch           Director



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



/s/ Merlin W. Gunderson        Secretary/Treasurer      Dated: December 15, 2000
---------------------------    (Chief Financial
Merlin W. Gunderson            Officer), Director


                                       13
<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-1

Balance Sheets September 30, 1999 and June 30, 2000 (Unaudited)              F-2

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-4

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-5

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-6

Notes to Financial Statements                                                F-8

                                       15
<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-1
<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-2
<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-3
<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-4
<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-5
<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-6
<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-7
<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-8
<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-9
<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-10
<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-11
<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-12
<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-13
<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-14
<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-15
<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-16