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 December 31, 2001
                                  -----------------

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the transition period from                   to
                                      -------------------    -------------------

Commission File Number: 000-33487

                              Dr. Protein.com, Inc.
                              ---------------------
             (Exact name of registrant as specified in its charter)

Delaware                                                             33-0954381
--------                                                             ----------
(State or other jurisdiction of                                (I.R.S. Employer
incorporation or organization)                               Identification No.)

1102 Buena Vista, San Clemente, California                               92672
-------------------------------------------------------------------------------
(Address of principal executive offices)                             Zip Code)

                                 (949) 388-3402
                                 --------------
              (Registrant's Telephone Number, Including Area Code)



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

  Title of each class registered:    Name of each exchange on which registered:
  -------------------------------    ------------------------------------------

                 None                            None
                 ----                            ----

Securities registered under Section 12(g) of the Act:

                  Common Stock, Par Value $.001
                  -----------------------------
                         (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [ ] 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 amendment to this Form 10-KSB. [ ]


State issuer's revenues for its most recent fiscal year. $320.00

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. (See definition of affiliate in Rule
12b-2 of the Exchange Act.) As of March 28, 2002, approximately $0.

As of March 28, 2002, there were 6,395,000 shares of the issuer's $.001 par
value common stock issued and outstanding.

Documents incorporated by reference. There are no annual reports to security
holders, proxy information statements, or any prospectus filed pursuant to Rule
424 of the Securities Act of 1933 incorporated herein by reference.

Transitional Small Business Disclosure format (check one):

                      [ ]  Yes     [X]   No


                                       1
<PAGE>


                                     PART I

Item 1. Description of Business.
--------------------------------

Our Background.  We were incorporated in Delaware on March 2, 2000.

Our Business. We intend to be a provider of protein products, such as protein
bars and protein drinks. We currently sell protein bars which are manufactured
by Logic Nutrition, Inc. We have not yet generated any revenues from the sale of
those protein bars. We have not yet received any orders for those protein bars.
If we generate revenues, we intend to increase our product offerings as well as
our marketing activities. We do not have a written agreement with Logic
Nutrition, Inc. Logic Nutrition, Inc. has no obligation to provide protein bars
to us and, therefore, Logic Nutrition, Inc. may terminate our relationship at
any time. In the event that Logic Nutrition, Inc. terminates our relationship,
we will not be able to offer protein bars until we establish a relationship with
another
provider.

To effectuate our business plan during the next three to six months, we must
market our protein bars and increase our product offerings. We are currently
marketing our protein bars to professional and amateur athletes that participate
in alternative or extreme sports and recreational activities such as
professional surfing and snowboarding and adventure racing. We currently have
sponsor relationships with Joel Fisher and Josh Baxter, two professional
surfers, who have agreed to allow us to use their name and image to promote our
products. In exchange for using their name and image, we have agreed to provide
them with protein bars for their personal consumption. The value of those
protein bars that those surfers will receive in exchange for using their name
and image is approximately $80 per month. Either party may terminate the
agreements at any time.

Our operations to date have been focused on developing our brand name in the
alternative or extreme sports industry. Since our inception, our management has
conducted word of mouth marketing activities. Work of mouth marketing consists
of informing individuals that participate in extreme or alternative sports that
we intend to sell and distribute protein products. Our management participates
in several extreme or alternative sports including surfing, snowboarding and
mountain boarding. Through their participation in those sports, our management
has informed other participants that we intend to sell and distribute protein
products. In addition, our management has encouraged their friends, family
members and business associates to inform their friends, family members and
business associates about our business. As a result of developing sponsor
relationships with professional athletes in the alternative or extreme sports
industry, we have generated minimal revenues as of December 31, 2001. Any
revenues generated will be used to increase our products offerings as well as
expand our operations.

Our current methods of distribution are via our website and phone or email
order. We anticipate that we will have credit card capability on our website by
July 2002, which we believe will help process orders. Individual orders via the
website will be shipped directly to the customer's residence. Any orders that we
receive currently will be shipped via U.S. mail. We intend to establish a
relationship with a major shipping company, such as Federal Express or United
Parcel Service.

In the event that our current business plan proves to be financially
unattractive or unsuccessful, we do not have an alternative business plan,
although we do intend to explore alternative business plans. In order to
determine whether our current business plan is financially attractive or
successful, we believe we need to pursue the plan for a period of at least three
years. At the end of that period, we believe we will be able to determine
whether our current business plan is financially unattractive or unsuccessful.
Factors, which will influence our evaluation, include the amount of revenues
that we have generated through that period, our prospects for future revenues
and the amount of our assets and liabilities.

Our Website www.drprotein.com. Our current website provides general information
about the company and our current address and telephone number. We intend to
develop our website to provide easy access to information on topics related to
health and nutrition from well-respected third-party sources. We anticipate that
we will develop strategic relationships with health-related information sources
to offer information on health concerns, nutritional supplements, herbal
formulas, drug interactions, homeopathic medicine, diets and therapies. We
believe that we be able to develop our website to provide access to information
on topics related to health and nutrition by July 2002.


                                       2
<PAGE>


During the next twelve months, we intend to further develop our website. We
believe that we can attract significant traffic to our site as a result the
sponsor relationships that we have developed with professional athletes in the
alternative or extreme sports industry. Therefore, we intend to develop a
bulletin board on our website, where consumers can interact with each other and
our representatives, including professional athletes.

We also believe that we can use our website to facilitate sales of our products
as well as increase brand awareness. We intend to develop our site so that users
will be able to provide us with delivery and credit card information directly on
our website, which will allow us to process such orders immediately and ship the
items ordered. We anticipate that we will have credit card capability on our
website by July 2002. We believe our current financial resources will be
sufficient to fund the development of credit card capability on our website.

Our Products. Our current products include protein bars, which are manufactured
by Logic Nutrition, Inc. The protein bars that we sell and distribute are
offered in various flavors, such as chocolate crunch bars, chocolate peanut bars
and chocolate raspberry truffle bars. We intend to sell our bars at competitive
prices. We also intend to expand our line of protein products to include protein
drinks. We hope to begin sales of protein drinks in the second quarter of 2002.

If we generate revenues of more than $50,000 or receive additional financing of
at least $50,000, we intend to offer protein bars which have been manufactured
by third parties and wrapped in packaging which displays our brand name. Based
on informal discussions that our management has conducted with representatives
of Logic Nutrition, Inc., we believe that that they will package their bars
using our brand name. However, we do not currently have any formal agreement,
understanding or arrangement with Logic Nutrition, Inc. We hope to begin
offering protein bars packaged with our brand name in the second quarter of
2002.

If we generate revenues of $25,000 from sales of protein bars in the next twelve
months, we may expand our product line to include the following:

o        vitamins, nutritional supplements and minerals;
o        herbal products;
o        homeopathic products;
o        personal care products;
o        body building products; and
o        healthcare products.

If we expand our operations to offer a variety of vitamins, nutritional
supplements and minerals, herbal, homeopathic and personal care products as well
as other healthcare and bodybuilding products, we believe that we will meet the
needs of casual, intermediate and sophisticated consumers of vitamins,
nutritional supplements and minerals, as well as both brand-loyal and
value-oriented customers. We anticipate that those products could come in
various formulations and delivery forms, including tablets, capsules, soft gels,
liquids and powders. We do not intend to manufacture those products. We do not
currently have any source for those products.

Due to the unique nature of the alternative or extreme sports market, we may be
able to develop and sell products that are unrelated to protein. For example, we
believe that we could develop and sell products, which are commonly used in
extreme sports such as suntan lotion and sports apparel. In order to begin sales
of these products, we believe we need to generate revenues of more than $50,000
or receive additional financing of at least $50,000. We hope to begin sales of
these products by the fourth quarter of 2002.


                                       3
<PAGE>


Our Target Markets and Marketing Strategy. We believe that our primary target
market will consist of professional and amateur athletes that participate in
alternative or extreme sports and recreational activities such as professional
surfing and snowboarding and adventure racing. Our operations to date have been
focused on developing our brand name in the alternative or extreme sports
industry. Since our inception, we have conducted word of mouth marketing
activities. Work of mouth marketing consists of informing individuals that
participate in extreme or alternative sports that we intend to sell and
distribute protein products. We intend to implement an advertising and marketing
campaign to increase awareness of our brand and to acquire new customers through
multiple channels, including traditional and online advertising, and the
development of strategic relationships. In addition to the specific strategies
discussed below, we will seek to maximize the value of our customers by focusing
on purchase frequency and customer retention. We hope to achieve purchase
frequency and customer retention by offering protein bars that taste good and by
attributing an alternative or extreme image to those people who eat our bars. We
have conducted taste tests with our target customers and those customers have
indicated that our protein bars taste good. We believe those individuals who
participate in alternative and extreme sports desire to use products that are
associated with that industry. We hope to capitalize on that desire by aligning
our bars with the alternative or extreme sports industry.

We also intend to conduct sponsorships and other promotional activities geared
towards participants in alternative or extreme sports such as surfing,
snowboarding and adventure racing. To conduct sponsorship activities, we intend
to develop sponsor relationships with professional athletes who participate in
extreme sports and recreational activities. We currently have sponsor
relationships with Joel Fisher and Josh Baxter, two professional surfers, who
have agreed to allow us to use their name and image to promote our products. In
exchange, for using their name and image, we have agreed to provide them with
protein bars for their personal consumption. Either party may terminate the
agreements at any time. We believe that we can develop sponsor relationships
with additional athletes because we believe that traditional consumer product
companies typically overlook athletes who participate in extreme sports and
recreational activities. For promotional activities, we intend to order to
baseball caps and tee shirts, which display our name and logo. Those baseball
caps and tee shirts will be given to participants in those sports and used to
market our products and develop awareness of our brand. These sponsorship and
promotional activities will build our brand image and increase our presence in
the market. We are currently marketing our protein bars via word of mouth to
professional and amateur athletes that participate in alternative or extreme
sports and recreational activities such as professional surfing and snowboarding
and adventure racing.

If we generate revenues of $100,000 or obtain financing of $100,000, we intend
to pursue a traditional media-based advertising campaign that may include
television, radio, print, outdoor and event-based advertising. We may purchase
advertising in the health and nutrition magazines in which other vitamin and
nutritional supplement retailers have successfully advertised. We hope to begin
traditional media-based advertising campaign by the first quarter of 2003. That
timeframe could be earlier if we obtain financing. We intend to expand our
activities to include targeted online advertising to promote both our brand name
and specific merchandising opportunities. We also intend to purchase additional
banner and other forms of online advertising to create online awareness, reach
new consumers and convert current vitamin, nutritional supplement and mineral
shoppers into our customers. Our online advertising will include targeted
websites oriented to appropriate health and lifestyle groups, as well as broader
campaigns on portals and mass audience websites.

Growth Strategy. Our objective is to become a dominant provider of protein
products and nutritional supplements. We intend to establish Dr. Protein as a
leading consumer brand for the extreme sports industry. We anticipate that we
will pursue an aggressive marketing strategy, both through the Internet and
athlete sponsorships. Key elements of our strategy include:

o        create awareness of our products and services in the extreme or
         alternative sports industry.
o        continue and expand our website.
o        increase the number of Internet users to our website. We believe that
         we can achieve this goal by entering into affiliate
         marketing relationships with websites that attract extreme sports
         participants. Affiliate marketing means that we would place a link to
         our website or a banner advertisement on the websites of other
         companies in exchange for placing their link or banner advertisement on
         our website. We currently do not have plans, agreements, understandings
         or arrangements to engage in any affiliate marketing.
o        increase our relationships with clients and extreme athletes.


                                       4
<PAGE>


o        provide additional services to consumers. Those services may include
         providing information concerning our protein products and over the
         counter vitamins and herbal supplements. Our president, a licensed
         pharmacist, has experience with our protein products as well as
         vitamins and herbal supplements and therefore can provide that
         information.
o        pursue relationships with joint venture candidates which will support
         our development. For example, a potential joint venture candidate could
         include a company that provides equipment, such as mountain boards, to
         athletes that participate in alternative or extreme sports. We believe
         that such a relationship could support our development by providing
         greater access to potential customers. We currently do not have plans,
         agreements, understandings or arrangements to engage in joint ventures.

Our Intellectual Property. We currently own a California state trademark for our
corporate logo. The duration of that trademark is ten years. We also own the
following domain names: www.drprotein.com, www.proteinpros.com, and
www.doctorprotein.com. Our rights to those domain names expire on February 24,
2002, although we can renew our rights to those domain names for additional
years for an additional fee of $35 per year. We anticipate that we will renew
those domain names when they expire.

Our Supplier. Our products are currently supplied by Logic Nutrition, Inc. a
California corporation. We anticipate that we will be able to develop
relationships with additional suppliers so that we will have alternative
suppliers in the event that our current supplier does not desire or is unable to
supply a sufficient amount of products to meet our customers' requirements. In
order to develop relationships with other suppliers, our management has been
taste testing protein bars that are currently manufactured by other suppliers.
We intend to begin contacting those suppliers of protein bars that we believe
taste good to inquire about whether they would be interest in providing bars to
us. We also plan to enter arrangements with other suppliers to diversify our
product offerings. However, we do not currently have any formal agreement,
understanding or arrangements with any other suppliers. We do not know when we
will be able to secure a relationship with another supplier although we hope to
secure another relationship by the first quarter of 2002. We do not believe that
we need to generate any revenues to in order to develop relationships with other
suppliers because we were able to secure a relationship with Logic Nutrition,
Inc. without any revenues. Logic Nutrition, Inc. has indicated to us that their
willingness to work with us is due to their desire to work with the athletes
that we sponsor, specifically our professional surfers.

We do not have a written agreement with Logic Nutrition, Inc. Logic Nutrition,
Inc. has no obligation to provide protein bars to us and, therefore, Logic
Nutrition, Inc. may terminate our relationship at any time. Logic Nutrition,
Inc. currently provides protein bars to us at 40% below their suggested retail
price. We do not have any oral agreements, understandings or arrangements
concerning the number of bars that Logic Nutrition, Inc. will supply to us. In
the event that Logic Nutrition, Inc. terminates our relationship, we will not be
able to offer protein bars until we establish a relationship with another
provider. We hope to enter into a written, long-term agreement with Logic
Nutrition, Inc., although we cannot guaranty that we will be able to enter into
such an agreement.

Our Competition. The protein product and nutritional supplement markets are
highly fragmented and competitive. Protein products and nutritional supplements
are sold through a number of channels, including retail, catalog and mail order,
direct selling and online commerce. Each of these channels offers a varying
degree of convenience, selection, quality, information, price and privacy.
Retail is the largest of these channels. The retail channel includes food
stores, drugstores and mass merchandisers.

In addition, the online commerce market in which we operate is new, rapidly
evolving and highly competitive. The Internet plays an increasingly significant
role in communication, information and commerce. We expect competition to
intensify in the future because current and new competitors can launch websites
at a relatively low cost. We compete with a variety of companies, including
health and natural specialty retailers, drugstores, supermarkets and grocery
stores and mass merchant retailers. Current and new competitors may be able to
establish products at a relatively low cost and relatively quickly. Our
competitors may operate in one or more distribution channels, including online
commerce, retail stores, catalog operations or direct selling.


                                       5
<PAGE>


We compete directly with other companies and businesses that have developed and
are in the process of developing a platform for Internet based purchases of
vitamin, nutritional and mineral supplements, which will be competitive with the
products developed and offered by us. Many of these competitors have greater
financial and other resources, and more experience in research and development,
than us. There can be no assurance that other products, which are functionally
equivalent or similar to our products, are not marketed or will not be marketed.

Government Regulation. Because the market for protein products and nutritional
supplements is relatively new, there is little common law or regulatory guidance
that clarifies the manner in which government regulation impacts online sales.
The two principal federal agencies that regulate dietary supplements, including
vitamins, nutritional supplements and minerals, are the FDA and the FTC. FDA
regulations govern claims that assert the health or nutritional value of a
product. FTC regulations make it unlawful to disseminate misleading advertising.
If we begin to private label our protein bars, we must comply with those
regulations concerning the health or nutritional value of our products and our
advertising associated with those products. Although our supplier labels our
current products, we must ensure that their labels comply with those
regulations. We must also comply with those regulations with respect to the
information that is provided on our website. Many FDA and FTC remedies and
processes, including imposing civil penalties and commencing criminal
prosecution, are available under federal statutes and regulations if product
claims violate the law. Similar enforcement action may also result from
noncompliance with other regulatory requirements, such as FDA labeling rules. If
the claims that are asserted for the products that we sell and distribute
violate the law, we may be forced to pay significant civil penalties.

Online commerce is new and rapidly changing, and federal and state regulations
relating to the Internet and online commerce are relatively new and evolving.
Due to the increasing popularity of the Internet, it is possible that laws and
regulations may be enacted to address issues such as user privacy, pricing,
content, copyrights, distribution, antitrust matters and the quality of products
and services. The adoption of these laws or regulations could reduce the rate of
growth of the Internet, which could potentially decrease the usage of our
website and harm our ability to conduct operations via our website. In addition,
the applicability to the Internet of existing laws governing issues such as
property ownership, copyrights and other intellectual property issues, libel,
obscenity and personal privacy is uncertain. Most of these laws were adopted
prior to the advent of the Internet and do not contemplate or address the unique
issues of the Internet. The uncertainty concerning those regulations may force
us to take actions to protect our intellectual property in order to preserve any
brand awareness that we have developed or may develop in the future. New laws
applicable to the Internet may impose substantial burdens on companies
conducting online commerce, which may affect our ability to use our website as
our center of operations.

Our Research and Development. We are not currently conducting any research and
development activities, other than the development of our website. We do not
anticipate conducting such activities in the near future.

Employees. As of March 28, 2002, we have two part time employees. We believe
that our relations with our employees are good. We are not a party to any
collective bargaining agreements.

Facilities. Our administrative office is approximately 200 square feet and is
located at 1102 Buena Vista, San Clemente, California 92672. This office is
located in the personal residence of Michelle Mirrotto, our president, secretary
and one of our directors. We have complete ownership of this office and we do
not share this office with any other business. We believe that our facilities
are adequate for our needs and that additional suitable space will be available
on acceptable terms as required. We do not own any real estate.

Item 2.  Description of Property.
---------------------------------

Property held by us. As of the date specified in the following table, we held
the following property:

================================ ======================== =====================
              Property              December 31, 2001       December 31, 2000
-------------------------------- ------------------------ ---------------------
Cash                                           $15,118                      $0
-------------------------------- ------------------------ ---------------------
Property and Equipment, net                       $487                      $0
================================ ======================== =====================


                                       6
<PAGE>


Our Facilities. Our headquarters are located at 1102 Buena Vista, San Clemente,
California 92672. We believe that our facilities are adequate for our needs and
that additional suitable space will be available on acceptable terms as
required. We do not own any real estate.

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

There are no legal actions pending against us nor are any legal actions
contemplated by us at this time.

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

Not applicable.

                                     PART II

Item 5.  Market Price for Common Equity and Related Stockholder Matters.
------------------------------------------------------------------------

Reports to Security Holders. We are a reporting company with the Securities and
Exchange Commission, or SEC. The public may read and copy any materials filed
with the SEC at the SEC's Public Reference Room at 450 Fifth Street N.W.,
Washington, D.C. 20549. The public may also obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC. The address of that site is http://www.sec.gov.

Our securities are not listed for trading on any exchange or quotation service.
We are not required to comply with the timely disclosure policies of any
exchange or quotation service. The requirements to which we would be subject if
our securities were so listed typically include the timely disclosure of a
material change or fact with respect to our affairs and the making of required
filings. Although we are not required to deliver an annual report to security
holders, we intend to provide an annual report to our security holders, which
will include audited financial statements.

1,593,950 shares of our common stock can be sold pursuant to Rule 144
promulgated pursuant to the Securities Act of 1933. Rule 144 provides, among
other things, that persons holding restricted securities for a period of one
year may each sell, assuming all of the conditions of Rule 144 are satisfied, in
brokerage transactions every three months an amount of restricted securities
equal to one percent of our outstanding shares of common stock, or the average
weekly reported volume of trading during the four calendar weeks preceding the
filing of a notice of proposed sale, which ever is more. Rule 144 also provides
that, after holding such securities for a period of two years, a nonaffiliate of
the company may sell those securities without restriction, other than the
requirement that we are current with respect to our information reporting
requirements.

In January 2002, our registration statement on Form SB-2 to register 1,775,000
shares of common stock held by our shareholders was declared effective by the
SEC. The approximate number of holders of record of shares of our common stock
is thirty eight. There are no outstanding options or warrants to purchase, or
securities convertible into, shares of our common stock.

There have been no cash dividends declared on our common stock. Dividends are
declared at the sole discretion of our Board of Directors.

Penny Stock Regulation. Shares of our common stock are subject to rules adopted
by the Securities and Exchange Commission that regulate broker-dealer practices
in connection with transactions in "penny stocks". Penny stocks are generally
equity securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on the Nasdaq
system, provided that current price and volume information with respect to
transactions in those securities is provided by the exchange or system). The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Securities and Exchange Commission, which
contains the following:


                                       7
<PAGE>


    o    a description of the nature and level of risk in the market for penny
         stocks in both public offerings and secondary trading;
    o    a description of the broker's or dealer's duties to the customer and of
         the rights and remedies available to the customer with respect to
         violation to such duties or other requirements of securities' laws;
    o    a brief, clear, narrative description of a dealer market, including
         "bid" and "ask" prices for penny stocks and the significance of the
         spread between the "bid" and "ask" price;
    o    a toll-free telephone number for inquiries on disciplinary actions;
    o    definitions of significant terms in the disclosure document or in the
         conduct of trading in penny stocks; and
    o    such other information and is in such form (including language, type,
         size and format), as the Securities and Exchange Commission shall
         require by rule or regulation.

Prior to effecting any transaction in penny stock, the broker-dealer also must
provide the customer the following:

    o    the bid and offer quotations for the penny stock;
    o    the compensation of the broker-dealer and its salesperson in the
         transaction;
    o    the number of shares to which such bid and ask prices apply, or other
         comparable information relating to the depth and liquidity of the
         market for such stock; and
    o    monthly account statements showing the market value of each penny stock
         held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitably statement. These
disclosure requirements may have the effect of reducing the trading activity in
the secondary market for a stock that becomes subject to the penny stock rules.
Holders of shares of our common stock may have difficulty selling those shares
because our common stock will probably be subject to the penny stock rules.

Item 6. Management's Discussion and Analysis of Financial Condition or Plan of
Operation.
-------------------------------------------------------------------------------

This following information specifies certain forward-looking statements of
management of the company. Forward-looking statements are statements that
estimate the happening of future events are not based on historical fact.
Forward-looking statements may be identified by the use of forward-looking
terminology, such as "may", "shall", "will", "could", "expect", "estimate",
"anticipate", "predict", "probable", "possible", "should", "continue", or
similar terms, variations of those terms or the negative of those terms. The
forward-looking statements specified in the following information have been
compiled by our management on the basis of assumptions made by management and
considered by management to be reasonable. Our future operating results,
however, are impossible to predict and no representation, guaranty, or warranty
is to be inferred from those forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in
the following information represent estimates of future events and are subject
to uncertainty as to possible changes in economic, legislative, industry, and
other circumstances. As a result, the identification and interpretation of data
and other information and their use in developing and selecting assumptions from
and among reasonable alternatives require the exercise of judgment. To the
extent that the assumed events do not occur, the outcome may vary substantially
from anticipated or projected results, and, accordingly, no opinion is expressed
on the achievability of those forward-looking statements. No assurance can be
given that any of the assumptions relating to the forward-looking statements
specified in the following information are accurate, and we assume no obligation
to update any such forward-looking statements.

Liquidity and Capital Resources. We had cash of $15,118 as of December 31, 2001.
We had inventory of $487 and no accounts receivable as of December 31, 2001. Our
total assets were $15,605 as of December 31, 2001. We believe that our available
cash is sufficient to pay our day-to-day expenditures.


                                       8
<PAGE>


Our total liabilities were $2,540 as of December 31, 2001. Our sole liability
was represented by accounts payable and accrued expenses. We have no long-term
commitments or contingencies.

Results of Operations.

Revenues. For the year ended December 31, 2001 we had generated sales of $320,
less $67 for the cost of those goods sold, for a gross profit of $253. For the
period from March 2, 2000, our date of inception, through December 31, 2000, we
did not generate revenues. We must expand our product offerings and customer
base in order to increase our sales. Therefore, unless we expand our operations,
we believe that our revenues will continue at their current levels.

Operating Expenses. For the year ended December 31, 2001, our total operating
expenses were $17,153 compared to total operating expenses of $6,830 for the
period from March 2, 2000, our date of inception through December 31, 2000. The
majority of those expenses were legal and professional fees, which totaled
$14,282 for the year ended December 31, 2001, compared to $3,050 for the period
from March 2, 2000, our date of inception through December 31, 2000. For the
year ended December 31, 2001, we experienced a net loss of $16,900 compared to a
net loss of $6,830 for the period from March 2, 2000, our date of inception
through December 31, 2000.

Our Plan of Operation for the Next Twelve Months. We have recently generated
minimal revenues from operations. To effectuate our business plan during the
next three to six months, we must continue to market our protein bars and
increase our product offerings. We are currently marketing our protein bars to
professional and amateur athletes that participate in alternative or extreme
sports and recreational activities such as professional surfing and snowboarding
and adventure racing. To expand our marketing activities, we intend to develop
sponsor relationships with professional athletes who participate in extreme
sports and recreational activities. We believe that we can develop additional
sponsor relationships with those athletes because traditional consumer product
companies typically overlook those athletes. We currently have sponsor
relationships with two professional surfers, who have agreed to allow us to use
their name and image to promote our products.

Our plan of operation is materially dependent on our ability to generate
revenues. Our operations to date have been focused on developing our brand name
in the alternative or extreme sports industry. As a result of developing sponsor
relationships with professional athletes in the alternative or extreme sports
industry, we believe that we will generate revenues in the next three months.
Any revenues generated will be used to increase our products offerings as well
as expand our operations.

During the next twelve months, we intend to further develop our website. We
believe that we can attract significant traffic to our site as a result the
sponsor relationships that we have developed with professional athletes in the
alternative or extreme sports industry. Therefore, we intend to develop a
bulletin board on our website, where consumers can interact with each other and
our representatives, including professional athletes. We believe that we can use
our website to facilitate sales of our products as well as increase brand
awareness.

We have cash of $15,118 as of December 31, 2001. In the opinion of management,
available funds will satisfy our working capital requirements through July 2002.
In order to conduct operations for the next twelve months, we believe that we
will need an additional $10,000. If we do not generate revenues, our expenses
will be limited to the day-to-day expenditures necessary to conduct business.
Our forecast for the period for which our financial resources will be adequate
to support our operations involves risks and uncertainties and actual results
could fail as a result of a number of factors. We anticipate that we may need to
raise additional capital of at least $25,000 to expand our operations. Such
additional capital may be raised through public or private financing as well as
borrowings and other sources. We cannot guaranty that additional funding will be
available on favorable terms, if at all. If adequate funds are not available,
then we may not be able to continue operations. If adequate funds are not
available, we believe that our officers and directors will contribute funds to
pay for our expenses. Therefore, we have not contemplated any plan of
liquidation in the event that we do not generate revenues. Our auditors have not
expressed a going-concern opinion.


                                       9
<PAGE>


We are not currently conducting any research and development activities, other
than the development of our website. We do not anticipate conducting such
activities in the near future. We do not anticipate that we will purchase or
sale of any significant equipment. In the event that we generate significant
revenues and expand our operations, then we may need to hire additional
employees or independent contractors as well as purchase or lease additional
equipment.

Item 7.  Financial Statements
-----------------------------

The financial statements required by Item 7 are presented in the following
order:



                                                                          PAGE
                                                                          ----
Independent Auditor's Report                                               11

Financial Statements

     Balance Sheets                                                        12

     Statements of Operations                                              13

     Statements of Changes in Stockholders' Equity                         14

     Statements of Cash Flows                                              15

     Notes to Financial Statements                                         16




                                       10
<PAGE>




                          Independent Auditor's Report



To the Stockholders of
Dr. Protein.com, Inc.


         I have audited the accompanying balance sheet of Dr. Protein.com, Inc.
as of December 31, 2001 and the related statements of operations, changes in
stockholders' equity, and cash flows for each of the two years in the period
ended December 31, 2001. These financial statements are the responsibility of
the Company's management. My responsibility is to express an opinion on these
financial statements based on my audits.

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

         In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Dr. Protein.com,
Inc. as of December 31, 2001, and the results of its operations and its cash
flows for each of the two years in the period ended December 31, 2001 in
conformity with generally accepted accounting principles in the United States.



                                         /s/ Quintanilla

                                         A Professional Accountancy Corporation
                                         Irvine, California


                                         February 15, 2002




                                       11
<PAGE>




                              DR. PROTEIN.COM, INC.


                                  BALANCE SHEET

                                DECEMBER 31, 2001



                                     ASSETS
                                     ------
Current assets
   Cash                                                           $      15,118
   Accounts receivable, net                                                 ---
   Inventory                                                                487
                                                                  -------------
     Total current assets                                                15,605

Other assets                                                                ---
                                                                  -------------
       Total assets                                               $      15,605
                                                                  =============

                      LIABILITIES AND STOCKHOLDER'S EQUITY
                      ------------------------------------

Current liabilities
   Accounts payable and accrued expenses                                  2,540
                                                                  -------------
     Total current liabilities                                            2,540

Contingencies

Stockholders' Equity
    Preferred stock, $.001 par value;
       Authorized shares-- 5,000,000
       Issued and outstanding shares-- 0                                    ---
    Common stock, $.001 par value;
       Authorized shares-- 50,000,000
       Issued and outstanding shares-- 6,395,000                          6,395
    Additional paid-in capital                                           31,200
    Accumulated deficit                                                 (24,530)
                                                                  -------------
    Total stockholders' equity                                           13,065
                                                                  -------------
       Total liabilities and stockholders' equity                 $      15,605
                                                                  =============



                 See accompanying notes to financial statements.

                                       12
<PAGE>



                              DR. PROTEIN.COM, INC.


                            STATEMENTS OF OPERATIONS




<TABLE>
<CAPTION>
                                                                                             MARCH 2, 2000
                                                                          YEAR ENDED        (INCEPTION) -
                                                                      DECEMBER 31, 2001    DECEMBER 31, 2000
                                                                         -------------       -------------
          <S>                                                                  <C>                 <C>
Net sales                                                                $         320       $         ---

Cost of goods sold                                                                  67                 ---
                                                                         -------------       -------------
Gross profit                                                                       253                 ---

General and administrative expenses
   Consulting services                                                              --               1,850
   Legal and professional fees                                                  14,282               3,050
   Office supplies and expense                                                     556                 ---
   Occupancy                                                                     2,315               1,930
                                                                         -------------       -------------
       Total operating expenses                                                 17,153               6,830
                                                                         -------------       -------------
Loss from operations                                                           (16,900)             (6,830)

Provision for income tax expense (benefit)                                         800                 ---
                                                                         -------------       -------------
Net loss/comprehensive loss                                              $     (17,700)      $      (6,830)
                                                                         =============       =============
Net loss/comprehensive loss per common share-- basic and diluted         $         ---       $         ---
                                                                         =============       =============
Weighted average of common shares-- basic and diluted                        6,388,985           3,400,000
                                                                         =============       =============
</TABLE>



                 See accompanying notes to financial statements.

                                       13
<PAGE>



                              DR. PROTEIN.COM, INC.


                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                     YEARS ENDED DECEMBER 31, 2001 AND 2000


<TABLE>
<CAPTION>
                                        Common Stock              Additional
                                        ------------               Paid-In         Accumulated
                                    Shares          Amount          Capital          Deficit             Total
                                 ------------    -----------     -----------     -----------         -----------
          <S>                        <C>              <C>             <C>              <C>               <C>
Balance, March 2, 2000                    ---    $       ---     $       ---     $       ---         $       ---

Issuance of common stock,
  March 3, 2000                     3,400,000          3,400             ---             ---               3,400

Cost of occupancy
  contributed by officer                  ---            ---           1,930             ---               1,930

Net loss/comprehensive loss               ---            ---             ---          (6,830)             (6,830)
                                 ------------    -----------     -----------     -----------         -----------
Balance, December 30, 2000          3,400,000          3,400           1,930          (6,830)             (1,500)
                                 ------------    -----------     -----------     -----------         -----------
Issuance of common stock,
  March 18, 2001                    1,000,000          1,000           9,000             ---              10,000

Issuance of common stock,
  June 28, 2001                     1,995,000          1,995          17,955             ---              19,950

Cost of occupancy
  contributed by officer                  ---            ---           2,315             ---               2,315

Net loss/comprehensive loss               ---            ---             ---         (17,700)            (17,700)
                                 ------------    -----------     -----------     -----------         -----------
Balance, December 31, 2001          6,395,000    $     6,395     $    31,200     $   (24,530)        $    13,065
                                =============   ============    ============    =============       ============
</TABLE>




                 See accompanying notes to financial statements.

                                       14
<PAGE>



                              DR. PROTEIN.COM, INC.


                            STATEMENTS OF CASH FLOWS




<TABLE>
<CAPTION>
                                                                                      MARCH 2, 2000
                                                                     YEAR ENDED       (INCEPTION) -
                                                                  DECEMBER 31, 2001   DECEMBER 31, 2000
                                                                 -----------------  -----------------
          <S>                                                            <C>                <C>
Cash flows from operating activities
   Net loss                                                      $         (17,700) $          (6,830)
   Adjustments to reconcile net loss to net cash used in
    operating activities:
    Cost of services paid with common stock                                    ---              3,400
    Occupancy cost contributed by officer                                    2,315              1,930
    Changes in operating assets and liabilities
       (Increase) in accounts receivable                                       ---                ---
       (Increase) in inventory                                                (487)               ---
       Increase in accounts payable and accrued expenses                     1,040              1,500
                                                                 -----------------  -----------------
          Net cash used in operating activities                            (14,832)               ---

Cash flows from investing activities                                           ---                ---
                                                                 -----------------  -----------------
          Net cash provided by investing activities                            ---                ---

Cash flows from financing activities
   Proceeds from the issuance of common stock                               29,950                ---
                                                                 -----------------  -----------------
          Net cash provided by financing activities                         29,950                ---
                                                                 -----------------  -----------------
Net increase in cash                                                        15,118                ---

Cash, beginning of year                                                        ---                ---
                                                                 -----------------  -----------------
Cash, end of year                                                $          15,118  $             ---
                                                                 =================  =================
Supplemental disclosure of cash flow information
    Income taxes paid                                            $             800  $             ---
                                                                 =================  =================
    Interest paid                                                $             ---  $             ---
                                                                 =================  =================
</TABLE>




                 See accompanying notes to financial statements.

                                       15
<PAGE>



                              DR. PROTEIN.COM, INC.


                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2001



Note 1 - BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES

     Business Description - Dr. Protein.com, Inc. (the "Company") was
incorporated in the state of Delaware on March 2, 2000. The Company provides
protein bars and drinks to professional and amateur athletes that participate in
alternative or extreme sports and other recreational activities such as surfing,
snowboarding and adventure racing via the Internet. The Company is headquartered
in San Clemente, California.

         Cash Equivalents - For purposes of the balance sheet and statement of
cash flows, the Company considers all highly liquid debt instruments purchased
with maturity of three months or less to be cash equivalents.

         Accounts Receivable - Receivables, if any, represent valid claims
against debtors for sales or other charges arising on or before the
balance-sheet date and are reduced to their estimated net realizable value. An
allowance for doubtful accounts is computed as a percentage (%) of outstanding
amounts.

         Inventory - Inventory is stated at the lower of cost or market and is
relieved on the first-in, first-out method.

         Fair Value of Financial Instruments - The carrying amount of the
Company's financial instruments, which includes cash, accounts receivable,
accounts payable and accrued expenses approximate their fair value due to the
short period to maturity of these instruments.

         Revenue Recognition - The Company generally recognizes revenues
services provided to its customers are completed, fees are fixed or
determinable, and collectibility is probable. The Company's standard shipping
terms are FOB shipping point. The Company provides an allowance for sales
returns based on a percentage (%) of historical experience. Cost of goods sold
consists of the purchase price of products sold including inbound and outbound
shipping charges, if any.

         Income Taxes - The Company recognizes deferred tax assets and
liabilities based on differences between the financial reporting and tax bases
of assets and liabilities using the enacted tax rates and laws that are expected
to be in effect when the differences are expected to be recovered. The Company
provides a valuation allowance for deferred tax assets for which it does not
consider realization of such assets to be more likely than not.

         Net Loss per Common Share - Pursuant to its subsequent incorporation on
March 2, 2000, the Company adopted the provisions of Statement of Financial
Accounting Standards No. 128, "Earnings Per Share" ("SFAS 128"). SFAS 128
requires the reporting of basic and diluted earnings/loss per share. Basic loss
per share is calculated by dividing net income (loss) by the weighted average
number of outstanding common shares during the year. The pro forma net income
(loss) per common share is presented for analysis purposes within the Company's
statements of operations in accordance with SFAS 128.


                                       16
<PAGE>



                              DR. PROTEIN.COM, INC.


                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2001



Note 1 - BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

         Comprehensive Income/Loss - The Company applies Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130").
SFAS 130 establishes standards for the reporting and display of comprehensive
income, requiring its components to be reported in a financial statement that is
displayed with the same prominence as other financial statements. For the
periods ended December 31, 2001 and December 31, 2000, the Company had no other
components of its comprehensive loss other than net loss as reported on the
statements of operations.

         Accounting Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles in the United States
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.


NOTE 2 -CONTINGENCIES

         As shown in the accompanying financial statements, the Company has
incurred a net operating loss of approximately $24,500 since inception on March
2, 2000 through the period ended December 31, 2001.

         To date, the Company has been focused on developing its brand name in
the alternative or extreme sports industry for its protein bars and drinks. The
Company currently has sponsor relationships with two professional surfers and
minimal revenues have occurred as of December 31, 2001. To fully effectuate the
Company's business plan, the Company plans to continue to market its products
and to look for opportunities to sponsor additional athletes. Also, Logic
Nutrition, Inc manufactures the Company's protein bars. Logic Nutrition, Inc. is
not currently under any written agreement with the Company to provide protein
bars and may terminate its relationship with the Company at any time.

         Management plans to mitigate its losses in the near term through the
significant reduction of legal and professional fees that were incurred upon
incorporation; for the preparation of the Company's Private Offering Memorandum;
and for the performance of audit and review services. By having completed its
registration process over the last six months, the Company has positioned itself
to focus on securing its revenues sources, and management currently expects to
meet its revenue targets for the remainder of 2002. In addition, should
management determine it necessary, the Company will seek to obtain additional
financing through the issuance of common stock and increase of ownership equity.


NOTE 3 - ACCRUED EXPENSES

         Accrued Wages and Compensated Absences - The Company currently does not
have any employees. The majority of development costs and services have been
provided to the Company by outside, third parties and by the founders. As such,
there is no accrual for wages or compensated absences as of December 31, 2001
and 2000.


                                       17
<PAGE>


                              DR. PROTEIN.COM, INC.


                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2001



NOTE 4 - COMMON STOCK

         On March 3, 2000, the Company issued shares totaling 3,400,000 of its
common stock; 1,850,000 shares of its common stock to its officers and founders
for consulting services; and, 1,550,000 shares of its common stock to various
individuals for legal services rendered in connection with the initial start-up
and organization costs incurred. Since there was no readily available market
value at the time the services were rendered, par value of $0.001 per share was
considered as a reasonable estimate of fair value by all parties.

         On March 18, 2001, the Company issued 1,000,000 shares of its common
stock to an officer and director for cash of $10,000. Since the Company was
drafting a Private Placement Memorandum Offering (as described in the following
paragraph), the Company utilized the value of its common stock associated with
that offering of $0.01 per share. This amount was considered a reasonable
estimate of fair value between the Company and the officer.

         On June 30, 2001, the Company completed a "best efforts" offering of
its common stock pursuant to the provisions of Section 4(2) of the Securities
Act of 1933 and Rule 506 of Regulation D promulgated by the Securities and
Exchange Commission. In accordance with the Private Placement Memorandum
Offering, which was initiated on March 31, 2001, the Company issued 1,995,000
shares of its common stock at $0.01 per share for a total of $19,950.



NOTE 5 - INCOME TAXES

         At December 31, 2001, the Company has available for federal income tax
purposes net operating loss carryforwards of approximately $24,500 expiring
2021, that may be used to offset future taxable income. Therefore, there is no
provision for federal income taxes and only the minimum state franchise tax of
$800 has been provided for the year ended December 31, 2001.

         In addition, the Company has deferred tax assets of approximately
$5,800 at December 31, 2001. The Company has not recorded a benefit from its net
operating loss carryforward because realization of the benefit is uncertain and,
therefore, a valuation allowance of ($5,800) has been provided for the deferred
tax assets by the Company's management.


NOTE 6 - RELATED PARTY TRANSACTIONS

         On March 3, 2000, the Company issued 1,850,000 shares of its common
stock to its current officers for services valued at $1,850 as described in Note
4.

         The Company occupies office space provided by its officer. Accordingly,
occupancy costs have been allocated to the Company based on the square foot
percentage assumed multiplied by the officer's total monthly costs. These
amounts are shown in the accompanying statement of operations for the two years
in the period ended December 31, 2001 and are considered additional
contributions of capital by the officer to the Company.



                                       18
<PAGE>


Item 8.  Changes in and Disagreements with Accountants.
-------------------------------------------------------

There have been no changes in or disagreements with our accountants since our
formation required to be disclosed pursuant to Item 304 of Regulation S-B.

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons.
----------------------------------------------------------------------

Executive Officers and Directors.

Our directors and principal executive officers are as specified on the following
table:

============================ ============== ==================================
                Name              Age                       Position
---------------------------- -------------- ----------------------------------
Michelle Mirrotto                 28        president, secretary, director
---------------------------- -------------- ----------------------------------
John D. Muellerleile              34        treasurer, director
============================ ============== ==================================

Michelle Mirrotto. Ms. Mirrotto has been our president, secretary and one of our
directors since March 2001. Since 2000, Ms. Mirrotto has been employed by Savon
Drugs, where she is a pharmacist. From 1997 to 2000, Ms. Mirrotto attended the
University of the Pacific, where she graduated in 2000 with her Doctor of
Pharmacy. Ms. Mirrotto earned her Bachelor of Science degree in biology from
California State University, Fullerton in 1997. Ms. Mirrotto is not an officer
or director of any reporting company.

John D. Muellerleile. Mr. Muellerleile has been our treasurer and one of our
directors since March 2000. Since 1993, Mr. Muellerleile has been employed by
SimpleTech, Inc., a California corporation, where he is responsible for sales
and marketing. Mr. Muellerleile earned his Bachelor of Arts degree in speech
communications from California State University, Long Beach in 1992. Mr.
Muellerleile is not an officer or director of any reporting company.

There is no family relationship between any of our officers or directors. There
are no orders, judgments, or decrees of any governmental agency or
administrator, or of any court of competent jurisdiction, revoking or suspending
for cause any license, permit or other authority to engage in the securities
business or in the sale of a particular security or temporarily or permanently
restraining any of our officers or directors from engaging in or continuing any
conduct, practice or employment in connection with the purchase or sale of
securities, or convicting such person of any felony or misdemeanor involving a
security, or any aspect of the securities business or of theft or of any felony,
nor are any of the officers or directors of any corporation or entity affiliated
with us so enjoined.

Our directors will serve until the next annual meeting of stockholders. Our
executive officers are appointed by our Board of Directors and serve at the
discretion of the Board of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance. We believe that our
officers, directors, and principal shareholders have filed all reports required
to be filed on, respectively, a Form 3 (Initial Statement of Beneficial
Ownership of Securities), a Form 4 (Statement of Changes of Beneficial Ownership
of Securities), or a Form 5 (Annual Statement of Beneficial Ownership of
Securities).


                                       19
<PAGE>


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

Any compensation received by our officers, directors, and management personnel
will be determined from time to time by our Board of Directors. Our officers,
directors, and management personnel will be reimbursed for any out-of-pocket
expenses incurred on our behalf.

Summary Compensation Table. The table set forth below summarizes the annual and
long-term compensation for services in all capacities to us payable to our Chief
Executive Officer and our other executive officers whose total annual salary and
bonus are anticipated to exceed $50,000 during the year ending December 31,
2001. Our Board of Directors may adopt an incentive stock option plan for our
executive officers which would result in additional compensation.

<TABLE>
<CAPTION>
=================================== ======= ============= ============= ===================== =====================
Name and Principal Position          Year      Annual        Bonus ($)      Other Annual           All Other
                                              Salary ($)                   Compensation ($)        Compensation
----------------------------------- ------- ------------- ------------- --------------------- ---------------------
          <S>                         <C>        <C>           <C>              <C>                    <C>
Michelle Mirrotto - president,       2001       None          None              None                  None
secretary
----------------------------------- ------- ------------- ------------- --------------------- ---------------------
John D. Muellerleile - treasurer     2001       None          None              None                  None
=================================== ======= ============= ============= ===================== =====================
</TABLE>

Compensation of Directors. Our directors who are also our employees receive no
extra compensation for their service on our board of directors.

Employment Contracts. We anticipate that we will enter into an employment
agreement with Michelle Mirotto by the second quarter of 2002, although we do
not know the terms of that proposed agreement.

Stock Option Plan. We anticipate that we will adopt a stock option plan by the
end of 2002, pursuant to which shares of our common stock will be reserved for
issuance to satisfy the exercise of options. The stock option plan will be
designed to retain qualified and competent officers, employees, and directors.
Our board of directors, or a committee thereof, shall administer the stock
option plan and will be authorized, in its sole and absolute discretion, to
grant options thereunder to all of our eligible employees, including officers,
and to our directors, whether or not those directors are also our employees.
Options will be granted pursuant to the provisions of the stock option plan on
such terms, subject to such conditions and at such exercise prices as shall be
determined by our board of directors. Options granted pursuant to the stock
option plan shall not be exercisable after the expiration of ten years from the
date of grant.

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

The following table sets forth certain information regarding the beneficial
ownership of our common stock as of March 28, 2002 by each person or entity
known by us to be the beneficial owner of more than 5% of the outstanding shares
of common stock, each of our directors and named executive officers, and all of
our directors and executive officers as a group.

<TABLE>
<CAPTION>
======================= ================================== ==================================== ============================
Title of Class          Name of Beneficial Owner           Amount of Beneficial Owner                  Percent of Class
----------------------- ---------------------------------- ------------------------------------ ----------------------------
     <S>                   <C>                                         <C>                                   <C>
Common Stock            Michelle Mirrotto                     1,600,000 shares, president,                  25.02%
                        1102 Buena Vista                           secretary, director
                        San Clemente, CA 92672
----------------------- ---------------------------------- ------------------------------------ ----------------------------
Common Stock            John D. Muellerleile                  1,550,000 shares, treasurer,                  24.24%
                        1402 Veteran Avenue #B                          director
                        Los Angeles, CA 90024
----------------------- ---------------------------------- ------------------------------------ ----------------------------
</TABLE>




                                       20
<PAGE>



<TABLE>
<CAPTION>
       <S>                        <C>                                         <C>                             <C>
Common Stock            Michael Muellerleile                           400,000 shares                        6.25%
                        4100 Newport Place, Suite 830
                        Newport Beach, CA 92660
----------------------- ---------------------------------- ------------------------------------ ----------------------------
Common Stock            Ryan A. Neely                               1,600,000 shares                        25.02%
                        1102 Buena Vista
                        San Clemente, CA 92672
----------------------- ---------------------------------- ------------------------------------ ----------------------------
Common Stock            Leo Studer                                   500,000 shares                         7.82%
                        49-418 Croquet Court
                        Indio, CA 92201
----------------------- ---------------------------------- ------------------------------------ ----------------------------
Common Stock            All directors and named executive            3,150,000 shares                       49.25%
                        officers as a group
======================= ================================== ==================================== ============================
</TABLE>

On September 22, 2001, Michelle Mirrotto, who owns 1,000,000 shares, married
Ryan A. Neely, who owns 600,000 shares. Therefore, each beneficially owns
1,600,000 shares of common stock. Michael J. Muellerleile is the brother of John
D. Muellerleile, and is an employee of MC Law Group, which serves as our legal
counsel.

Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. In accordance with Securities and Exchange
Commission rules, shares of our common stock which may be acquired upon exercise
of stock options or warrants which are currently exercisable or which become
exercisable within 60 days of the date of the table are deemed beneficially
owned by the optionees. Subject to community property laws, where applicable,
the persons or entities named in the table above have sole voting and investment
power with respect to all shares of our common stock indicated as beneficially
owned by them.

Changes in Control. Our management is not aware of any arrangements which may
result in "changes in control" as that term is defined by the provisions of Item
403(c) of Regulation S-B.

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

Related Party Transactions. There have been no related party transactions,
except for the following:

On September 22, 2001, Michelle Mirrotto, our president, secretary and one of
our directors, married Ryan A. Neely, our promoter.

On March 3, 2000, Ryan A. Neely was issued 600,000 shares of our common stock in
exchange for his services as our promoter. The transaction was accounted for
based on the fair value of those services which was determined to be $600. We
also issued 1,250,000 shares to our other founders for services. The transaction
was accounted for based on the fair value of those services which was determined
to be $1,250. We also issued 1,550,000 shares to six individuals for legal
services that were provided to us. The transaction was accounted for based on
the fair value of those services which was determined to be $1,550.

John D. Muellerleile, our treasurer and one of our directors, is the brother of
Michael J. Muellerleile, one of our shareholders and an employee of MC Law
Group, which serves as our legal counsel.

Michelle Mirrotto, our president, secretary and one of our directors, currently
provides our office space to us at no charge.

With regard to any future related party transaction, we plan to fully disclose
any and all related party transactions, including, but not limited to, the
following:

    o    disclosing such transactions in prospectuses where required;
    o    disclosing in any and all filings with the Securities and Exchange
         Commission, where required;
    o    obtaining disinterested directors consent; and
    o    obtaining shareholder consent where required.



                                       21
<PAGE>



Item 13.  Exhibits and Reports on Form 8-K
------------------------------------------

(a) Exhibit No.
---------------

3.1              Certificate of Incorporation*

3.2              Bylaws*

* Included in the registration statement on Form SB-2 filed on August 10, 2001.

(b) Reports on Form 8-K

No reports on Form 8-K were filed during the last quarter of the period covered
by this annual report on Form 10-KSB.




                                       22
<PAGE>



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned in the City of Newport Beach, California, on March 28, 2002.

                                   Dr. Protein.com, Inc.
                                   a Delaware corporation


                                   By:    /s/ Michelle Mirrotto
                                          -------------------------------------
                                          Michelle Mirrotto
                                   Its:   principal executive officer
                                          president, secretary, and a director


In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.



By:     /s/ Michelle Mirrotto                                March 28, 2002
        --------------------------------------------
        Michelle Mirrotto
Its:    principal executive officer
        president, secretary and a director


By:     /s/ John D. Muellerleile                             March 28, 2002
        --------------------------------------------
        John D. Muellerleile
Its:    principal accounting officer
        treasurer and a director