U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-KSB

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

For the fiscal year ended November 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.:     000-29589

                                Dolphin.com Inc.
                  --------------------------------------------
                 (Name of small business issuer in its charter)

Florida                                                      58-2518569
-------------------------------                     ---------------------------
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                              Identification No.)

2958 Braithwood Court
Atlanta, GA                                                   30345
---------------------------------------                     ----------
(Address of principal executive offices)                    (Zip Code)

Issuer's telephone number:          (770) 414-9596

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

                                                 Name of each exchange on
 Title of each class                                     which registered
          None                                               None
 -----------------------------                   -------------------------

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

                         Common Stock, $.0001 par value
                         ------------------------------
                                (Title of class)

Copies of Communications Sent to:
                                      Mintmire & Associates
                                      265 Sunrise Avenue, Suite 204
                                      Palm Beach, FL 33480
                                      Tel: (561) 832-5696 - Fax: (561) 659-5371


<PAGE>



     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter 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  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. [X]

     State issuer's revenues for its most recent fiscal year. $0.00.

     Of the  5,000,000  shares  of voting  stock of the  registrant  issued  and
outstanding as of February 10, 2000,  500,000 shares are held by non-affiliates.
Because of the absence of an  established  trading  market for the voting stock,
the  registrant is unable to calculate the aggregate  market value of the voting
stock held by non-affiliates as of a specified date within the past 60 days.








<PAGE>



SUMMARY TABLE OF CONTENTS SUMMARY TABLE OF CONTENTS

PART I

     Item 1.  Description of Business.

     Item 2.  Description of Property.

     Item 3.  Legal Proceedings.

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

PART II

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

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

     Item 7.  Financial Statements.

     Item 8.  Changes in and Disagreements  with  Accountants  on Accounting and
              Financial Disclosure.

PART III

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

     Item 10. Executive Compensation.

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

     Item 12. Certain Relationships and Related Transactions.

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













<PAGE>



PART I

Item 1. Description of Business

Business Development

     Dolphin.com,  Inc. (the "Company") was organized on January 19, 2000, under
the laws of the State of Florida,  having the stated  purpose of engaging in any
lawful  activities.  The  Company was formed  with the  contemplated  purpose to
engage in mergers and acquisitions.

     The Company has never  engaged in an active trade or business.  The Company
has received  gross proceeds in the amount of $1,100 from the sale of a total of
5,500,000  shares of common  stock,  $.0001  par  value per share  (the  "Common
Stock"),  pursuant to Section  3(b) and 4(2) of the Act, and Rule 506 and 701 of
Regulation D promulgated thereunder. The sales were made in the State of Georgia
and the State of Florida.  The Company undertook the sale and issuance of shares
of Common Stock on January 19, 2000.

     The Company is  considered  a  development  stage  company  and, due to its
status as a "shell" corporation, its principal business purpose is to locate and
consummate  a merger  or  acquisition  with a  private  entity.  Because  of the
Company's  current  status  of having  limited  assets  and no recent  operating
history,  in the event the Company  does  successfully  acquire or merge with an
operating  business  opportunity,  it  is  likely  that  the  Company's  present
shareholders will experience  substantial  dilution and there will be a probable
change in control of the Company.

     Any target  acquisition  or merger  candidate  of the  Company  will become
subject to the same reporting  requirements as the Company upon  consummation of
any such business combination.  Thus, in the event that the Company successfully
completes  an  acquisition  or  merger  with  another  operating  business,  the
resulting  combined  business must provide audited  financial  statements for at
least  the two most  recent  fiscal  years,  or in the event  that the  combined
operating  business has been in business less than two years,  audited financial
statements  will  be  required  from  the  period  of  inception  of the  target
acquisition or merger candidate.

     The Company's  principal  executive  offices are located at 2958 Braithwood
Court, Atlanta, GA 30345 and its telephone number is (770) 414-9596.

Business of Issuer

     The Company has no operating  history and no representation is made, nor is
any  intended,  that the  Company  will carry on any future  business  activity.
Further,  there can be no  assurance  that the Company  will have the ability to
acquire or merge with an operating  business,  business  opportunity or property
that will be of material value to the Company.

     Management  plans to investigate,  research and, if justified,  potentially
acquire or merge with one or more  businesses  or  business  opportunities.  The
Company  currently  has no  commitment  or  arrangement,  written  or  oral,  to
participate in any business opportunity and management cannot predict the nature
of any potential  business  opportunity it may ultimately  consider.  Management
will have broad discretion in its search for and negotiations with any potential
business or business opportunity.




<PAGE>



Sources of Business Opportunities

     The  Company  intends to use  various  sources in its search for  potential
business opportunities including its officer and director, consultants,  special
advisors,  securities  broker-dealers,   venture  capitalists,   member  of  the
financial  community  and others who may  present  management  with  unsolicited
proposals.  Because  of the  Company's  limited  capital,  it may not be able to
retain on a fee basis professional  firms specializing in business  acquisitions
and  reorganizations.  Rather,  the  Company  will most  likely  have to rely on
outside  sources,  not otherwise  associated with the Company,  that will accept
their compensation only after the Company has finalized a successful acquisition
or  merger.  The  Company  will rely upon the  expertise  and  contacts  of such
persons,  will use notices in written publications and personal contacts to find
merger and acquisition  candidates,  the exact number of such contacts dependent
upon the skill and industriousness of the participants and the conditions of the
marketplace. None of the participants in the process will have any past business
relationship  with management.  To date, the Company has not engaged nor entered
into any definitive  agreements nor  understandings  regarding  retention of any
consultant to assist the Company in its search for business  opportunities,  nor
is management presently in a position to actively seek or retain any prospective
consultants for these purposes.

     The Company does not intend to restrict its search to any specific  kind of
industry or  business.  The Company may  investigate  and  ultimately  acquire a
venture  that  is in  its  preliminary  or  development  stage,  is  already  in
operation,  or in various  stages of its corporate  existence  and  development.
Management  cannot  predict at this time the status or nature of any  venture in
which the Company may  participate.  A potential  venture might need  additional
capital or merely  desire to have its shares  publicly  traded.  The most likely
scenario for a possible  business  arrangement would involve the acquisition of,
or merger with, an operating business that does not need additional capital, but
which  merely  desires to  establish  a public  trading  market for its  shares.
Management  believes that the Company could provide a potential  public  vehicle
for a private entity interested in becoming a publicly held corporation  without
the time and expense typically associated with an initial public offering.

Evaluation

     Once  the  Company  has  identified  a  particular  entity  as a  potential
acquisition  or merger  candidate,  management  will seek to  determine  whether
acquisition  or  merger  is  warranted  or  whether  further   investigation  is
necessary.  Such determination will generally be based on management's knowledge
and  experience  or with the  assistance  of outside  advisors  and  consultants
evaluating the preliminary  information  available to them. Management may elect
to engage outside  independent  consultants to perform  preliminary  analysis of
potential  business  opportunities.  However,  because of the Company's  limited
capital  it may not have the  necessary  funds  for a  complete  and  exhaustive
investigation  of any particular  opportunity.  Management  will not devote full
time to finding a merger candidate, will continue to engage in outside unrelated
activities,  and anticipates  devoting no more than an average of five (5) hours
weekly to such undertaking.

     In  evaluating  such  potential  business  opportunities,  the Company will
consider,  to the extent relevant to the specific  opportunity,  several factors
including  potential  benefits  to the  Company  and its  shareholders;  working
capital,  financial  requirements  and  availability  of  additional  financing;
history of  operation,  if any;  nature of  present  and  expected  competition;
quality and experience of management; need for further research,  development or
exploration;  potential for growth and  expansion;  potential  for profits;  and
other factors deemed relevant to the specific opportunity.




<PAGE>



     Because the Company has not located or  identified  any  specific  business
opportunity  as of the date hereof,  there are certain  unidentified  risks that
cannot  be  adequately  expressed  prior  to the  identification  of a  specific
business  opportunity.  There can be no assurance following  consummation of any
acquisition  or merger  that the  business  venture  will  develop  into a going
concern  or, if the  business  is already  operating,  that it will  continue to
operate successfully.  Many of the potential business opportunities available to
the  Company  may  involve  new  and  untested  products,  processes  or  market
strategies which may not ultimately prove successful.

Form of Potential Acquisition or Merger

     Presently  the  Company  cannot  predict  the  manner  in  which  it  might
participate  in a prospective  business  opportunity.  Each  separate  potential
opportunity  will be reviewed  and,  upon the basis of that  review,  a suitable
legal structure or method of participation will be chosen. The particular manner
in which the Company participates in a specific business opportunity will depend
upon the nature of that  opportunity,  the  respective  needs and desires of the
Company and management of the opportunity, and the relative negotiating strength
of the parties involved. Actual participation in a business venture may take the
form of an asset purchase,  lease, joint venture,  license,  partnership,  stock
purchase, reorganization,  merger or consolidation. The Company may act directly
or indirectly through an interest in a partnership,  corporation,  or other form
of  organization,  however,  the  Company  does not  intend  to  participate  in
opportunities through the purchase of minority stock positions.

     Because of the Company's lack of assets and relevant operating history,  it
is likely  that any  potential  merger or  acquisition  with  another  operating
business  will  require   substantial   dilution  to  the   Company's   existing
shareholders  interests.  There  will  probably  be a change in  control  of the
Company,  with  the  incoming  owners  of the  targeted  merger  or  acquisition
candidate taking over control of the Company. Management has not established any
guidelines  as to the amount of control  it will offer to  prospective  business
opportunity  candidates,  since this issue will depend to a large  degree on the
economic  strength and  desirability  of each candidate,  and the  corresponding
relative bargaining power of the parties.  However,  management will endeavor to
negotiate the best possible terms for the benefit of the Company's  shareholders
as the case arises.  Management may actively  negotiate or otherwise  consent to
the  purchase of any  portion of their  common  stock as a  condition  to, or in
connection  with, a proposed merger or acquisition.  In such an event,  existing
shareholders  may not be  afforded an  opportunity  to approve or consent to any
particular  stock buy-out  transaction.  However the terms of the sale of shares
held by present  management of the Company will be extended equally to all other
current shareholders.

     Management  does not  have any  plans to  borrow  funds to  compensate  any
persons,  consultants,  or promoters in conjunction with its efforts to find and
acquire or merge with another business opportunity. Management does not have any
plans  to  borrow  funds  to  pay  compensation  to  any  prospective   business
opportunity, or shareholders,  management, creditors, or other potential parties
to the  acquisition  or merger.  In either case, it is unlikely that the Company
would  be  able  to  borrow   significant  funds  for  such  purposes  from  any
conventional lending sources. In all probability, a public sale of the Company's
securities  would also be unfeasible,  and management  does not  contemplate any
form of new public  offering at this time.  In the event that the  Company  does
need to raise capital,  it would most likely have to rely on the private sale of
its securities. Such a private sale would be limited to persons exempt under the
Commissions's  Regulation D or other rule,  or provision for  exemption,  if any
applies.  However, no private sales are contemplated by the Company's management
at  this  time.  If a  private  sale  of  the  Company's  securities  is  deemed
appropriate in the future, management will endeavor to acquire funds on the best
terms  available to the  Company.  However,  there can be no assurance  that the
Company will be able to obtain funding


<PAGE>



when and if needed, or that such funding, if available, can be obtained on terms
reasonable or acceptable to the Company.  The Company does not anticipate  using
Regulation S promulgated under the Securities Act of 1933 to raise any funds any
time within the next year,  subject only to its  potential  applicability  after
consummation of a merger or acquisition.

     In the event of a successful  acquisition or merger, a finder's fee, in the
form of cash or securities of the Company,  may be paid to persons  instrumental
in facilitating the transaction. The Company has not established any criteria or
limits  for the  determination  of a  finder's  fee,  although  most  likely  an
appropriate  finder's fee will be negotiated between the parties,  including the
potential business opportunity candidate, based upon economic considerations and
reasonable  value as estimated and mutually agreed upon at that time. A finder's
fee would only be payable upon completion of the proposed  acquisition or merger
in the normal case, and management does not contemplate any other arrangement at
this  time.  Current  management  has  not  in  the  past  used  any  particular
consultants,  advisors or finders.  Management  has not  actively  undertaken  a
search for, nor retention of, any finder's fee arrangement  with any person.  It
is possible that a potential merger or acquisition  candidate would have its own
finder's fee  arrangement,  or other  similar  business  brokerage or investment
banking  arrangement,  whereupon  the terms may be governed  by a pre-  existing
contract;  in such case, the Company may be limited in its ability to affect the
terms of compensation,  but most likely the terms would be disclosed and subject
to approval pursuant to submission of the proposed  transaction to a vote of the
Company's shareholders.  Management cannot predict any other terms of a finder's
fee  arrangement  at  this  time.  If  such  a  fee  arrangement  was  proposed,
independent management and directors would negotiate the best terms available to
the Company so as not to compromise the fiduciary  duties of the  representative
in the proposed  transaction,  and the Company  would  require that the proposed
arrangement would be submitted to the shareholders for prior  ratification in an
appropriate manner.

     Management  does not  contemplate  that the Company  would acquire or merge
with a business  entity in which any  officer or  director of the Company has an
interest. Any such related party transaction, however remote, would be submitted
for approval by an independent quorum of the Board of Directors and the proposed
transaction would be submitted to the shareholders for prior  ratification in an
appropriate   manner.  The  Company's   management  has  not  had  any  contact,
discussions,   or  other   understandings   regarding  any  particular  business
opportunity  at this time,  regardless  of any  potential  conflict  of interest
issues.  Accordingly,  the  potential  conflict  of  interest is merely a remote
theoretical possibility at this time.

Possible Blank Check Company Status

     While the Company may be deemed a "shell" company at this time, it does not
constitute a "blank check"  company under  pertinent  securities  law standards.
Accordingly,  the Company is not subject to securities  regulations imposed upon
companies  deemed to be "blank check  companies."  If the Company were to file a
registration  statement under  Securities Act of 1933 and, at such time,  priced
its  shares at less than  $5.00 per  share  and  continued  to have no  specific
business plan, it would then be classified as a blank check company.

     If in the future the Company were to become a blank check company,  adverse
consequences could attach to the Company. Such consequences can include, but are
not limited to, time delays of the registration process, significant expenses to
be incurred in such an offering,  loss of voting control to public  shareholders
and the additional  steps required to comply with various federal and state laws
enacted  for  the  protection  of  investors,   including   so-called  "lock-up"
agreements  pending  consummation of a merger or acquisition  that would take it
out of blank check company status.



<PAGE>



     Many states  (excluding  Florida  where the Company is  incorporated)  have
statutes, rules and regulations limiting the sale of securities of "blank check"
companies  in their  respective  jurisdictions.  Management  does not  intend to
undertake any efforts to cause a market to develop in the  companies  securities
or to undertake any offering of the Company's securities, either debt or equity,
until such time as the Company has  successfully  implemented  its business plan
described  herein.  In  the  event  the  Company  undertakes  the  filing  of  a
registration  statement under  circumstances that classifies it as a blank check
company  the  provisions  of Rule 419 and other  applicable  provisions  will be
complied with.

Rights of Shareholders

     The Company's Articles of Incorporation expressly provide that the Board of
Directors is authorized to enter into on behalf of the  corporation  and to bind
the corporation  without  shareholder  approval,  any and all acts approving the
terms and  conditions  of a merger  and/or a share  exchange,  and  shareholders
affected  thereby,  shall not be entitled  to  dissenters  rights  with  respect
thereto  under  any  applicable  statutory  dissenters  rights  provision.  This
provision expressly  eliminates  shareholder  participation in the merger and/or
share  exchange  contemplated  by  the  Company  and  expressly  eliminates  any
shareholders  dissenters  rights.  The  Company  does not intend to provide  its
shareholders with complete  disclosure  documentation  including audited finance
statements  concerning a target company and its business prior to any mergers or
acquisitions.

Competition

     Because the Company has not identified any potential  acquisition or merger
candidate,  it is  unable  to  evaluate  the  type  and  extent  of  its  likely
competition.  The Company is aware that there are several other public companies
with only nominal  assets that are also  searching for operating  businesses and
other business opportunities as potential acquisition or merger candidates.  The
Company will be in direct  competition  with these other public companies in its
search for business  opportunities  and, due to the Company's  limited funds, it
may be difficult to successfully compete with these other companies.

Employees

     As of the date hereof,  the Company does not have any  employees and has no
plans for retaining employees until such time as the Company's business warrants
the  expense,  or until the  Company  successfully  acquires  or merges  with an
operating  business.  The Company may find it  necessary  to  periodically  hire
part-time clerical help on an as-needed basis.

Facilities

     The Company is currently using at no cost to the Company,  as its principal
place of business offices of its current management,  Mark A. Mintmire,  located
in Atlanta, Georgia..  Although the Company has no written agreement and pays no
rent for the use of this facility,  it is contemplated  that at such future time
as an  acquisition  or merger  transaction  may be  completed,  the Company will
secure  commercial  office space from which it will conduct its business.  Until
such an acquisition or merger,  the Company lacks any basis for  determining the
kinds of office space or other facilities necessary for its future business. The
Company has no current plans to secure such commercial  office space. It is also
possible that a merger or  acquisition  candidate  would have adequate  existing
facilities  upon completion of such a transaction,  and the Company's  principal
offices may be transferred to such existing facilities.



<PAGE>



Industry Segments

     No information is presented  regarding  industry  segments.  The Company is
presently a development  stage  company  seeking a potential  acquisition  of or
merger with a yet to be identified  business  opportunity.  Reference is made to
the statements of income  included herein in response to Part II, Item 7 of this
Form 10-KSB for a report of the Company's operating history.

Item 2. Description of Property

     The  information  required  by this Item 2 is not  applicable  to this Form
10-KSB due to the fact that the  Company  does not own or control  any  material
property.  There are no preliminary agreements or understandings with respect to
office facilities in the future.

Item 3. Legal Proceedings

     The Company is currently not a party to any pending legal  proceedings  and
no such action by, or to the best of its knowledge, against the Company has been
threatened.

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

     No matter was  submitted to a vote of the Company's  shareholders,  through
the  solicitation of proxies or otherwise  during the fiscal year ended November
30, 2000, covered by this report.


Part II

Item 5. Market For Common Equity and Other Shareholder Matters.

     No shares of the Company's  common stock have  previously  been  registered
with the  Securities and Exchange  Commission  (the  "Commission")  or any state
securities  agency or authority.  The Company does not presently  intend to make
application  to the  NASD  for the  Company's  shares  to be  quoted  on the OTC
Bulletin Board.

     The  Company  is not aware of any  existing  trading  market for its common
stock. The Company's common stock has never traded in a public market. There are
no plans,  proposals,  arrangements  or  understandings  with any person(s) with
regard  to  the  development  of a  trading  market  in  any  of  the  Company's
securities.

     If and when the  Company's  common stock is traded in the  over-the-counter
market,  most  likely the shares  will be subject to the  provisions  of Section
15(g) and Rule 15g-9 of the  Securities  Exchange  Act of 1934,  as amended (the
Exchange Act"),  commonly  referred to as the "penny stock" rule.  Section 15(g)
sets  forth  certain  requirements  for  transactions  in penny  stocks and Rule
15g9(d)(1)  incorporates  the  definition  of penny  stock as that  used in Rule
3a51-1 of the Exchange Act.

     The Commission generally defines penny stock to be any equity security that
has a market  price less than $5.00 per  share,  subject to certain  exceptions.
Rule 3a51-1  provides that any equity security is considered to be a penny stock
unless that security is: registered and traded on a national securities exchange
meeting  specified  criteria set by the Commission;  authorized for quotation on
The NASDAQ Stock Market;  issued by a registered  investment  company;  excluded
from the  definition  on the basis of price (at  least  $5.00 per  share) or the
issuer's net tangible assets; or


<PAGE>



exempted from the  definition  by the  Commission.  If the Company's  shares are
deemed to be a penny stock,  trading in the shares will be subject to additional
sales practice  requirements on broker- dealers who sell penny stocks to persons
other than established  customers and accredited  investors,  generally  persons
with assets in excess of  $1,000,000  or annual income  exceeding  $200,000,  or
$300,000 together with their spouse.

     For transactions covered by these rules, broker-dealers must make a special
suitability  determination  for the  purchase of such  securities  and must have
received  the  purchaser's  written  consent  to the  transaction  prior  to the
purchase.  Additionally,  for any  transaction  involving a penny stock,  unless
exempt,  the rules require the delivery,  prior to the first  transaction,  of a
risk  disclosure  document  relating to the penny stock market.  A broker-dealer
also must disclose the  commissions  payable to both the  broker-dealer  and the
registered representative,  and current quotations for the securities.  Finally,
the monthly  statements must be sent disclosing recent price information for the
penny stocks held in the account and  information on the limited market in penny
stocks. Consequently,  these rules may restrict the ability of broker dealers to
trade and/or maintain a market in the Company's  common stock and may affect the
ability of shareholders to sell their shares.

     As of February  10, 2001,  there were 2 holders of record of the  Company's
common stock.

     As of the date  hereof,  the Company has issued and  outstanding  5,500,000
shares of common  stock.  Such shares may not be sold or  otherwise  transferred
without  restriction  pursuant to the terms of Rule 144 ("Rule 144") of the Act.
Shares issued  pursuant to Rule 144 may not be sold and/or  transferred  without
further registration under the Act or pursuant to an applicable exemption.

         Transfer Agent

     The Company is serving as its own transfer agent until it becomes  eligible
for quotation with NASD.

         Dividend Policy

     The Company has not declared or paid cash  dividends or made  distributions
in the past, and the Company does not anticipate that it will pay cash dividends
or make  distributions in the foreseeable  future. The Company currently intends
to retain and reinvest future earnings, if any, to finance its operations.


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

     The Company is considered a development  stage company with limited  assets
or capital,  and with no operations or income. The costs and expenses associated
with the  preparation  and  filing  of this  registration  statement  and  other
operations of the Company have been paid for by a shareholder,  specifically  M.
Investments, Inc. M. Investments, Inc. has agreed to pay future costs associated
with filing future  reports under  Exchange Act of 1934 if the Company is unable
to do so. It is anticipated  that the Company will require only nominal  capital
to maintain the  corporate  viability of the Company and any  additional  needed
funds will most likely be provided by the Company's existing shareholders or its
sole officer and director in the immediate future. Current shareholders have not
agreed upon the terms and  conditions of future  financing and such  undertaking
will be subject to future negotiations,  except for the express commitment of M.
Investments, Inc. to fund required 34 Act filings. Repayment of any such funding
will also be subject to such negotiations.  However,  unless the Company is able
to facilitate an acquisition of or merger with an operating


<PAGE>



business  or  is  able  to  obtain  significant  outside  financing,   there  is
substantial doubt about its ability to continue as a going concern.

     In the  opinion  of  management,  inflation  has not and  will  not  have a
material  effect on the operations of the Company until such time as the Company
successfully  completes an acquisition or merger. At that time,  management will
evaluate the  possible  effects of inflation on the Company as it relates to its
business and operations following a successful acquisition or merger.

     Management  plans may but do not currently  provide for experts to secure a
successful  acquisition or merger partner so that it will be able to continue as
a going concern.  In the event such efforts are  unsuccessful,  contingent plans
have been  arranged to provide  that the  current  Director of the Company is to
fund required  future filings under the 34 Act, and existing  shareholders  have
expressed an interest in additional funding if necessary to continue the Company
as a going concern.

Plan of Operation

     During the next twelve  months,  the  Company  will  actively  seek out and
investigate possible business  opportunities with the intent to acquire or merge
with one or more business  ventures.  In its search for business  opportunities,
management  will follow the  procedures  outlined  in Item 1 above.  Because the
Company has limited funds, it may be necessary for the sole officer and director
to either advance funds to the Company or to accrue  expenses until such time as
a successful business consolidation can be made. The Company will not be make it
a condition  that the target  company must repay funds  advanced by its officers
and  directors.  Management  intends to hold expenses to a minimum and to obtain
services on a contingency basis when possible.  Further, the Company's directors
will defer any  compensation  until such time as an acquisition or merger can be
accomplished  and will strive to have the  business  opportunity  provide  their
remuneration. However, if the Company engages outside advisors or consultants in
its search for business  opportunities,  it may be necessary  for the Company to
attempt to raise  additional  funds. As of the date hereof,  the Company has not
made any  arrangements  or  definitive  agreements  to use  outside  advisors or
consultants or to raise any capital. In the event the Company does need to raise
capital  most  likely the only  method  available  to the  Company  would be the
private  sale of its  securities.  Because  of the  nature of the  Company  as a
development  stage  company,  it is unlikely that it could make a public sale of
securities or be able to borrow any  significant sum from either a commercial or
private  lender.  There can be no assurance that the Company will able to obtain
additional funding when and if needed, or that such funding,  if available,  can
be obtained on terms acceptable to the Company.

     The  Company  does not  intend  to use any  employees,  with  the  possible
exception of  part-time  clerical  assistance  on an  as-needed  basis.  Outside
advisors or  consultants  will be used only if they can be obtained  for minimal
cost or on a deferred  payment  basis.  Management is convinced  that it will be
able to  operate  in  this  manner  and to  continue  its  search  for  business
opportunities during the next twelve months.

Item 7. Financial Statements

     The  Company's  financial  statements  have  been  examined  to the  extent
indicated  in their  reports  by Dorra,  Shaw,  & Dugan,  independent  certified
accountants,  and have been  prepared  in  accordance  with  generally  accepted
accounting  principles  and pursuant to  Regulation  S-B as  promulgated  by the
Securities and Exchange Commission and are included herein:




<PAGE>





DOLPHIN.COM, INC.

TABLE OF CONTENTS
                                                                          Page


Independent Auditors' Report                                              F-1
Balance Sheet                                                             F-2
Statement of Operations and Deficit Accumulated
During the Developmental Stage                                            F-3
Statement of Changes in Stockholders' Equity                              F-4
Statement of Cash Flows                                                   F-5
Notes to Financial Statements                                             F-6



<PAGE>



                               Dorra Shaw & Dugan
                          Certified Public Accountants

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
Dolphin.com, Inc.
Palm Beach, Florida

We have audited the  accompanying  balance sheet of Dolphin.com,  Inc. a Florida
corporation  and a  development  stage  company as of January  31,  2000 and the
related   statements  of  operations,   and  deficit   accumulated   during  the
developmental  stage,  cash flows and  changes in  stockholders'  equity for the
period  January  19,  2000 (date of  inception)  to  November  30,  2000.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Dolphin.com, Inc. as of January
31,  2000 and the  results of its  operations  and its cash flows and changes in
stockholders' equity for the period from January 19, 2000 (date of inception) to
November 30, 2000 in conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern. As shown in the financial  statements,
the Company has incurred net losses since its inception. The Company's financial
position and  operating  results  raise  substantial  doubt about its ability to
continue as a going concern.  Management's plan regarding those matters also are
described in Note D. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.

/s/ Dora, Dugan, & Shaw
-----------------------------------
Certified Public Accountants
February 11, 2001



                  270 South County Road * Palm Beach, FL 33480
                  Telephone (561) 822-9955 * Fax (561) 832-7580
                              Website: dsd-cpa.com


                                       F-1



<PAGE>





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

BALANCE SHEET

November 30,                                                                       2000
----------------------------------------------------------------------- ---------------
<S>                                                                      <C>
ASSETS

Current Assets:
     Cash                                                                $           50
----------------------------------------------------------------------- ---------------

TOTAL CURRENT ASSETS                                                                 50
----------------------------------------------------------------------- ---------------

                                                                         $           50
----------------------------------------------------------------------- ---------------
LIABILITIES

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

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

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


STOCKHOLDERS' EQUITY

     Common stock - $.0001 par value - 50,000,000 shares authorized
           5,500,000 shares issued and outstanding                                  550
     Preferred stock - no par value - 10,000,000 shares authorized
           No shares issued and outstanding                                           -
     Additional paid-in-capital                                                   3,150
     Deficit accumulated during the developmental stage                         (3,650)
----------------------------------------------------------------------- ---------------

TOTAL STOCKHOLDERS' EQUITY                                                           50
----------------------------------------------------------------------- ---------------

                                                                         $           50
----------------------------------------------------------------------- ---------------
</TABLE>




     The accompanying notes are an integral part of the financial statements



                                       F-2


<PAGE>




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

STATEMENT OF OPERATIONS AND DEFICIT
   ACCUMULATED DURING THE DEVELOPMENT STAGE





For the period January 19, 2000 (date of inception) to November 30,                        2000
------------------------------------------------------------------ ------------ ----------------
<S>                                                                <C>          <C>
Revenues                                                                        $             -
------------------------------------------------------------------ ------------ ----------------

Operating expenses:
    Professional fees                                              $     3,500
    Bank charges                                                           150
--- -------------------------------------------------------------- ------------ ----------------
                                                                                          3,650
--- -------------------------------------------------------------- ------------ ----------------

Loss before income taxes                                                                 (3,650)
    Income taxes                                                                              -
--- -------------------------------------------------------------- ------------ ----------------

Net loss                                                                                 (3,650)
------------------------------------------------------------------ ------------ ----------------

Deficit accumulated during the
developmental stage  - November 30, 2000                                        $        (3,650)
------------------------------------------------------------------ ------------ ----------------

Net loss per share                                                              $       (0.0006)
------------------------------------------------------------------ ------------ ----------------
</TABLE>






     The accompanying notes are an integral part of the financial statements





                                       F-3



<PAGE>




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

Statement of Cash Flows





For the period January 19, 2000 (date of inception) to November 30,                       2000
------------------------------------------------------------------------------- ---------------
<S>                                                                             <C>
Operating Activities:
        Net loss                                                                $      (3,650)
     Adjustments to reconcile net loss to net cash
         provided by operating activities:
             Increase in:
                 Issuance of common stock for services                                  2,500

Net cash provided by operating activities                                              (1,150)
------------------------------------------------------------------------------- ---------------

Financing activities:
     Issuance of Common Stock                                                           1,200
---- -------------------------------------------------------------------------- ---------------

Net cash provided by financing activities                                               1,200
------------------------------------------------------------------------------- ---------------

Net increase in cash                                                                       50
------------------------------------------------------------------------------- ---------------

 Cash - November 30, 2000                                                       $          50
------------------------------------------------------------------------------- ---------------
</TABLE>




     The accompanying notes are an integral part of the financial statements




                                       F-4



<PAGE>




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

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

For the period January 19, 2000 (date of inception) to January 31,                     2000
------------------------------------------------------------------------------------------------------------
                                                                         Additional
                                    Number of      Preferred   Common    Paid - In   Accumulated
                                      Shares         Stock      Stock     Capital      Deficit      Total
                                    ------------ ----------- ---------- -----------  ------------ ----------
<S>                                 <C>          <C>         <C>        <C>          <C>          <C>

Issuance of Common Stock:
    January 20, 2000                   5,500,000          -       550        3,050            -       3,600
    September 21, 2000                                                         100                      100

Net Loss                                       -          -         -            -       (3,650)     (3,650)
----------------------------------- ------------ ----------- ---------- ------------ ------------ ----------

                                    $  5,500,000 $        -  $    550   $    3,150   $   (3,650)  $      50
--- ------------------------------- ------------ ----------- ---------- ------------ ------------ ----------
</TABLE>





     The accompanying notes are an integral part of the financial statements






                                       F-5



<PAGE>



DOLPHIN.COM, INC.
NOTES TO FINANCIAL STATEMENTS

Note A - Summary of Significant Accounting Policies:

Organization

Dolphin.com,  Inc.  (a  development  stage  company)  is a  Florida  corporation
incorporated on January 19, 2000.

The Company  conducts  business  from its  headquarters  in Palm Beach,  FL. The
Company has not yet engaged in its expected  operations.  The future  operations
will be to merge with or acquire an existing company.

The Company is in the  development  stage and has not yet acquired the necessary
operating assets; nor has it begun any part of its proposed business.  While the
Company  is  negotiating  with  prospective  personnel  and  potential  customer
distribution  channels,  there is no assurance that any benefit will result from
such activities.  The Company will not receive any operating  revenues until the
commencement of operations, but will continue to incur expenses until then.

Accounting Method

The Company's  financial  statements  are prepared  using the accrual  method of
accounting. The Company has elected a November 30 year-end.

Start - Up Costs

Start - up and organization costs are being expensed as incurred.

Loss Per Share

The  computation  of loss per  share of  common  stock is based on the  weighted
average number of shares outstanding at the date of the financial statements.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect certain  reported amounts and  disclosures.  Accordingly,  actual results
could differ from those estimates.


Note B - Stockholders' Equity:

The Company has authorized  50,000,000  shares of $.0001 par value common stock.
On January 20,  2000,  the company  authorized  and issued  5,500,000  shares of
restricted  common stock to two investors for $1,100 in cash plus service valued
at $2,500. On September 21, 2000 the Company received $100 in additional paid-in
capital. In addition,  the Company authorized  10,000,000 shares of no par value
preferred stock with the specific terms, conditions, limitations and preferences
to be  determined  by the Board of  Directors.  None of the  preferred  stock is
issued and outstanding as of November 30, 2000.



                                       F-6


<PAGE>



DOLPHIN.COM, INC.
NOTES TO FINANCIAL STATEMENTS

Note C - Income Taxes:

The Company has a net operating  loss carry forward of $3,650 that may be offset
against  future  taxable  income.  If not used, the carry forward will expire in
2020.

The amount recorded as deferred tax assets,  cumulative, as of November 30, 2000
is $600,  which  represents the amounts of tax benefits of loss  carry-forwards.
The Company has established a valuation allowance for this deferred tax asset of
$600, as the Company has no history of profitable operations.

Note D - Going Concern:

As shown in the accompanying  financial  statements,  the Company incurred a net
loss of $3,650 from January 19, 2000 (date of  inception)  through  November 30,
2000.  The ability of the Company to  continue as a going  concern is  dependent
upon commencing  operations and obtaining additional capital and financing.  The
financial  statements do not include any adjustments  that might be necessary if
the Company is unable to continue as a going  concern.  The Company is currently
seeking a merger  partner or an  acquisition  candidate to allow it to begin its
planned operations.











                                       F-7



<PAGE>



Item 8.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure.

     Because the Company has been generally inactive since its inception, it has
had no independent  accountant  until the retention of Dorra Shaw & Dugan CPA's,
270 South County  Road,  Palm Beach,  FL 33480.  There has been no change in the
Company's independent accountant during the period commencing with the Company's
retention of Dorra Shaw & Dugan CPA's, through the date hereof.


Part III

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

     The director and executive officer of the Company and his respective age is
as follows:

Name                  Age       Position
---------------       ---       ---------------------------
Mark A. Mintmire      29        Director, President, Secretary and Treasurer

     All directors hold office until the next annual meeting of stockholders and
until  their  successors  have been duly  elected  and  qualified.  There are no
agreements  with  respect to the  election  of  directors.  The  Company has not
compensated its directors for service on the Board of Directors or any committee
thereof.  As of the date  hereof,  no  director  has  accrued  any  expenses  or
compensation. Officers are appointed annually by the Board of Directors and each
executive  officer  serves  at the  discretion  of the Board of  Directors.  The
Company does not have any standing committees at this time.

         No  director,  or officer,  affiliate  or promoter of the Company  has,
within the past five years, filed any bankruptcy petition,  been convicted in or
been the subject of any pending criminal proceedings,  or is any such person the
subject or any order, judgment or decree involving the violation of any state or
federal securities laws.

     The  business  experience  of the person  listed above during the past five
years is as follows:




<PAGE>



     Mr. Mark A. Mintmire  graduated from Georgia State University as a Graduate
Research  Assistant in June 1999. Mr.  Mintmire  worked as an Analyst for Modern
Computer Systems, Inc. between October 1997 and August 1998. From September 1996
to present,  Mr. Mintmire has maintained a relationship with GC International as
a Financial  Consultant  as well as with The Hyatt  Regency as a Special  Events
Server.  Mr.  Mintmire's  main focus from April 1992 to August  1998 was that of
Owner and Manager of The Highlander  Restaurant located in Atlanta,  Georgia. He
has also served as the sole officer and director of SD Products, Inc., a Florida
corporation since April 15, 1998.

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
the Company's executive officers and directors and persons who own more than 10%
of a  registered  class of the  Company's  equity  securities,  to file with the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
initial statements of beneficial ownership,  reports of changes in ownership and
annual  reports  concerning  their  ownership,  of Common Stock and other equity
securities  of the  Company  on  Forms  3,  4,  and 5,  respectively.  Executive
officers, directors and greater than 10% shareholders are required by Commission
regulations to furnish the Company with copies of all Section 16(a) reports they
file. To the Company's  knowledge,  Mr. Mark A. Mintmire  comprising  all of the
Company's executive  officers,  directors and greater than 10% beneficial owners
of its common  Stock,  have  complied  with Section  16(a)  filing  requirements
applicable to them during the Company's most recent fiscal year.

Item 10. Executive Compensation

     The Company does not have a bonus, profit sharing, or deferred compensation
plan for the benefit of its  employees,  officers or directors.  The Company has
not paid any  salaries  or other  compensation  to its  officers,  directors  or
employees  for the year ended 1999,  nor at any time during 1999.  Further,  the
Company has not entered into an employment  agreement  with any of its officers,
directors or any other persons and no such  agreements  are  anticipated  in the
immediate  future.  It is intended  that the  Company's  director will defer any
compensation until such time as an acquisition or merger can be accomplished and
will strive to have the business  opportunity provide their remuneration.  As of
the date hereof, no person has accrued any compensation from the Company.


Item 11. Security Ownership of Certain Beneficial Owners and Management

     The following  table sets forth  information,  to the best knowledge of the
Company as of February 1, 2000, with respect to each person known by the Company
to own beneficially more than 5% of the Company's outstanding common stock, each
director  of the  Company  and all  directors  and  officers of the Company as a
group.

                                           Amount
Name and Address of                      Beneficially        Percent of
Beneficial Owner                           Owned             Class (1)
 ----------------                          -----             --------
M. Investments, Inc.(1)                  5,000,000            90.91%
2958 Braithwood Court
Atlanta, GA 30345

Donald F. Mintmire                         500,000             9.09%
265 Sunrise Avenue, #204
Palm Beach, FL 33480

All Executive Officers and Directors
as a Group (one person)                  5,000,000 (1)        90.91%
-------------

<PAGE>




(1)  M.  Investments,  Inc.  is a  corporation  in which Mark A.  Mintmire,  the
     Company's sole executive officer and director, is the sole shareholder.


Item 12. Certain Relationships and Related Transactions

     On January 19, 2000, the Company  issued and sold  5,000,000  shares of its
common  stock  to M.  Investments,  Inc.,  in  consideration  and  exchange  for
$1,000.00 in connection with the organization of the Company.

     Also on January 19, 2000, the Company issued and sold 500,000 shares of its
common stock to Donald F. Mintmire, in consideration and exchange for $100.00 in
connection with the organization of the Company.

     In  addition  M.  Investments,  Inc.  has paid  for the  cost and  expenses
associated  with the  filing of this Form  10-KSB  and other  operations  of the
Company.

     At the current time,  the Company has no provision to issue any  additional
securities  to  management,   promoters  or  their   respective   affiliates  or
associates.  At such time as the Board of  Directors  adopts an  employee  stock
option or pension  plan,  any  issuance  would be in  accordance  with the terms
thereof and proper  approval.  Although  the Company has a very large  amount of
authorized  but unissued  Common Stock and  Preferred  Stock which may be issued
without further  shareholder  approval or notice, the Company intends to reserve
such stock for offerings for acquisitions.

     During the Company's  existence there have not been any other  transactions
between the Company and any officer, director, nominee for election as director,
or any  shareholder  owning  greater  than five  percent  (5%) of the  Company's
outstanding  shares,  nor  any  member  of  the  above  referenced  individuals'
immediate family.

     Mark A.  Mintmire,  the sole  shareholder of M.  Investments,  Inc., may be
deemed to be a "promoter" of the Company as that term is defined under the Rules
and Regulations promulgated under the Act.



<PAGE>




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

     (a) The exhibits  required to be filed  herewith by Item 601 of  Regulation
S-B, as described in the following index of exhibits, are incorporated herein by
reference, as follows:

Exhibit No.    Exhibit Name
-----------    ------------------------------------------------
3(i).1   [1]   Articles of Incorporation filed January 19, 2000

3(ii).1  [1]   By-laws
------------------

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

     (b) No  Reports on Form 8-K were filed  during the last  fiscal  year ended
November 30, 2000, covered by this Annual Report on Form 10-KSB.




<PAGE>



                                   Signatures
                             ----------------------

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
there unto duly authorized.

                                Dolphin.com, Inc.
                                  (Registrant)

Date: 02/21/2001            BY:  /s/ Mark A. Mintmire
                               -----------------------------------
                               Mark A. Mintmire,  President

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



         Date                  Signature                     Title
-----------------      --------------------------    -----------------------


02/21/2001            BY:  /s/ Mark A. Mintmire
                       --------------------------
                               Mark A. Mintmire        President, Secretary,
                                                       Treasurer, and Director