SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

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

For the fiscal year ended December 31, 2001

Commission File Number 333-30592

                               PROFITCOM.COM, INC.
                 ----------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

      Delaware                                       98-0219578
------------------------                      -------------------------
(State of Incorporation)                    (IRS Identification Number)

                               6812 Bryant Street
                        Burnaby, British Columbia, Canada
                  ---------------------------------------------
                    (Address of principal executive offices)

                                 (604) 525-8137
                ------------------------------------------------
                (Issuer's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  None

     Check  whether  the issuer:  (1) filed all reports  required to be filed by
Section 13 or 15(d) of the Exchange  Act during the  preceding 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing  requirements for the past 90 days. Yes No X

     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. 0

     The aggregate  market value of the voting stock held by  non-affiliates  of
the registrant is $10.

     As of December 31. 2001 there were 2,500,000  shares of the issuer's common
stock, $.0001 par value per share, issued and outstanding.


<PAGE>


                               PROFITCOM.COM, INC.
                                     10-KSB
                                December 31, 2001
                                     PART I

     Item 1. DESCRIPTION OF BUSINESS

     PROFITCOM.COM,  INC. was organized  under the laws of the State of Delaware
on December 3, 1999.  Profitcom.com was formed as a vehicle to pursue a Business
Combination.  Since inception,  the primary  activity of Profitcom.com  has been
directed to organizational  efforts,  obtaining initial  financing,  and efforts
intended to identify possible Business Combinations.

     Profitcom.com's  initial public  offering is comprised of 1,000,000  units,
each  composed  of one share of common  stock and three  common  stock  purchase
warrants, at purchase price of $.05 per share.

     Profitcom.com  was  organized  for the  purposes  of  creating a  corporate
vehicle to seek,  investigate and, if such investigation  warrants,  engaging in
business combinations presented to it by persons or firms who or which desire to
employ  Profitcom.com's  funds  in  their  business  or to  seek  the  perceived
advantages of  publicly-held  corporation.  Profitcom.com's  principal  business
objective  is to seek  long-term  growth  potential  in a  business  combination
venture rather than to seek immediate,  short-term  earnings.  Profitcom.com has
not restricted  its search to any specific  business,  industry or  geographical
location.

     Profitcom.com  has 18 months from its date of effectiveness to consummate a
business  combination,  including the filing of a  post-effective  amendment and
shareholder  reconfirmation  offering. If a consummated business combination has
not  occurred  by the date 18 months  after the  effective  date of the  initial
registration  statement,  the funds held in escrow  shall be  returned  by first
class mail to the purchasers within five (5) business days following that date.

     Profitcom.com  does not currently  engage in any business  activities which
provide any cash flow. The costs of  identifying,  investigating,  and analyzing
merger candidates are being paid with money in Profitcom.com's treasury. Persons
who  purchase  shares  in  Profitcom.com's  initial  public  offering  and other
shareholders  have  not had  much  opportunity  to  participate  in any of these
decisions.  Profitcom.com's  proposed  business  is  sometimes  referred to as a
"blank check"  company  because  investors  entrust their  investment  monies to
Profitcom.com's management before they have a chance to analyze any ultimate use
to which their money may be put.  Substantially all of  Profitcom.com's  initial
public  offering  are  intended  to be utilized  generally  to effect a business
combination.   Rule  419  states  that  prospective   investors  who  invest  in
Profitcom.com  will have an opportunity to evaluate the specific merits or risks
of only the business combination management decides to enter into.


                                        1

<PAGE>


     Although Profitcom.com is subject to regulation under the Securities Act of
1933 and the Securities Exchange Act of 1934, management believes  Profitcom.com
is not subject to  regulation  under the  Investment  Company  Act of 1940.  The
regulatory scope of the Investment Company Act of 1940, as amended,  was enacted
principally  for the purpose of regulatory  vehicles for pooled  investments  in
securities,  extends  generally  to  companies  primarily  in  the  business  of
investing,  reinvesting,  owning, holding or trading securities.  The Investment
Company Act may,  however,  also be deemed to be  applicable  to a company which
does  not  intend  to be  characterized  as an  investment  company  but  which,
nevertheless,  engages  in  activities  which may be  deemed  to be  within  the
definition  of the scope of certain  provisions of the  Investment  Company Act.
Profitcom.com  believes  that its  principle  activities  will not subject it to
regulation  under the  Investment  Company  Act.  Nevertheless,  there can be no
assurances that Profitcom.com will not be deemed to be an Investment Company. In
the event Profitcom.com is deemed to be an Investment Company, Profitcom.com may
be subject to  certain  restrictions  relating  to  Profitcom.com's  activities,
including  restrictions  on the nature of its  investments  and the  issuance of
securities.   Profitcom.com  has  obtained  no  formal  determination  from  the
Securities and Exchange  Commission as to the status of Profitcom.com  under the
Investment Company Act of 1940.


     Profitcom.com presently has no employees.


     Item 2. PROPERTIES

     Profitcom.com  is presently  using the offices of its  president of without
charge.

     Profitcom.com  currently owns no equipment,  and does not intend to own any
prior to engaging in a business combination.

     Item 3. LEGAL PROCEEDINGS

     Profitcom.com  is not  presently  a party to any  litigation,  nor,  to the
knowledge of management,  is any  litigation  threatened  against  Profitcom.com
which may materially affect Profitcom.com.

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

     There were no  shareholders  meetings in the fourth  quarter of this fiscal
year.


     Item 5.  MARKET FOR  REGISTRANT'S  COMMON  EQUITY AND
              RELATED  STOCKHOLDER MATTERS

     There is no established  public trading market for  Profitcom.com's  common
shares.  As of September 13, 2000,  there were 2,500,000  shares of common stock
outstanding.  The par value per share is $.0001.  Profitcom.com has not paid any
dividends on its common stock in the past, nor does it foresee paying  dividends
in the near future. Pursuant to its initial public offering, Digital Capital.Com
is offering  1,000,000 units, each unit consisting of one share and three common
stock purchase warrants at $.05 per unit. 2

<PAGE>


     Item 6. PLAN OF OPERATION

     Profitcom.com  does not currently  engage in any business  activities which
provide any cash flow. The costs of  identifying,  investigating,  and analyzing
business combinations are being paid with money in Profitcom.com's treasury, and
not with proceeds received from Profitcom.com's initial public offering.

     Profitcom.com  may seek a business  combination  in the form of firms which
have  recently  commenced  operations,  are  developing  companies  in  need  of
additional  funds for  expansion  into new  products or markets,  are seeking to
develop a new product or service,  or are  established  businesses  which may be
experiencing  financial or operating  difficulties and are in need of additional
capital. A business  combination may involve the acquisition of, or merger with,
a company which does not need substantial  additional  capital but which desires
to establish a public trading market for its shares,  while avoiding what it may
deem to be adverse consequences of undertaking a public offering itself, such as
time delays,  significant  expense,  loss of voting control and compliance  with
various Federal and State securities laws.

     Profitcom.com  will not acquire a target  business unless the fair value of
the  target  business  represents  80%  of the  maximum  offering  proceeds.  To
determine the fair market value of a target business, Profitcom.com's management
will examine the certified  financial  statements  (including balance sheets and
statements  of cash flow and  stockholders'  equity) of any  candidate  and will
participate in a personal inspection of any potential target business.

     In the event the proceeds of this offering are not  sufficient to enable us
successfully to fund a business  combination,  we may seek additional financing.
At this time, we believe that the proceeds of this offering and the  possibility
for additional funding through warrant exercise will be sufficient and therefore
do not expect to issue any additional securities before we consummate a business
combination.  However, we may issue additional securities, incur debt or procure
other types of  financing if needed.  We have not entered  into any  agreements,
plans or proposals for such  financing and at present have no plans to do so. We
will not use the escrowed funds as collateral or security for any loan. Further,
the escrowed  funds will not be used to pay back any loan  incurred by us. If we
require  additional  financing,  there is no guarantee  that  financing  will be
available to us or, if  available,  that such  financing  will be on  acceptable
terms acceptable.

                                       3

<PAGE>


     Item 7. CONTROLS AND PROCEDURES

     On December 1, 2002, our Company's  management  concluded its evaluation of
the  effectiveness  of the  design and  operation  of the  Company's  disclosure
controls  and  procedures.  As of  the  Evaluation  Date,  the  Company's  Chief
Executive  Officer and its Chief  Financial  Officer  concluded that the Company
maintains  disclosure  controls and  procedures  that are effective in providing
reasonable  assurance that information required to be disclosed in the Company's
reports under the Securities Act of 1934 (Exchange Act) is recorded,  processed,
summarized and reported within the time periods specified in the SEC's rules and
forms,  and  that  such  information  is  accumulated  and  communicated  to the
Company's  management,  including  its  Chief  Executive  Officer  and its Chief
Financial Officer, as appropriate,  to allow timely decisions regarding required
disclosure.  The  Company's  management  necessarily  applied  its  judgment  in
assessing  the costs and benefits of such  controls and  procedures,  which,  by
their  nature,  can provide only  reasonable  assurance  regarding  management's
control  objectives.  There have been no  significant  changes in the  Company's
internal  controls or in other  factors  that could  significantly  affect these
controls subsequent to the Evaluation Date.

                                       4
<PAGE>


                             PROFITCOM.COM CORP.

                        (A development stage company)

INDEX TO FINANCIAL STATEMENTS

                                                                      Page

REPORT OF INDEPENDENT AUDITORS                                        F-2

FINANCIAL STATEMENTS

        Balance Sheets                                                F-3

        Statements of Operations                                      F-4

        Statement of Changes
        in Stockholder's Equity                                       F-5

        Statements of Cash Flows                                      F-6

        NOTES TO FINANCIAL STATEMENTS                     F-7 Through F-10

                                       F-1



<PAGE>

REPORT OF INDEPENDENT AUDITOR

To The Board of Directors and Shareholders
of Profitcom.com, Inc. (a development stage company)

     I have audited the  accompanying  balance sheet of  Profitcom.com,  Inc. (a
development  stage company) as December 31, 2001, and the related  statements of
operations,  changes in stockholders'  equity, and cash flows for the year ended
December 31, 2000 and 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 audit.

     I  conducted  my audit  in  accordance  with  generally  accepted  auditing
standards.  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  and   significant   estimates  made  by
management,  as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.

     In my opinion,  the financial  statements referred to above present fairly,
in all material  respects,  the  financial  position of  Profitcom.com,  Inc. (a
development  stage company) as of December 31, 2001, and the related  statements
of  operations,  changes in  stockholders'  equity,  and cash flows for the year
ended  December  31,  2000  and  2001  in  conformity  with  generally  accepted
accounting principles.

     The  accompanying  financial  statements  have been prepared  assuming that
Profitcom.com,  Inc. (a  development  stage  company)  will  continue as a going
concern. As more fully described in Note 2, the Company is a blank check company
that is dependent upon the success of management to successfully complete a self
underwriting  and  locate  and  acquire a business  and may  require  additional
capital  to  enter  into  any  business  combination.   These  conditions  raise
substantial  doubt about the Company's  ability to continue as a going  concern.
Management's  plans as to these  matters are  described in Note 2. The financial
statements do not include any adjustments to reflect the possible effects on the
recoverability and  classification of assets or the amounts and  classifications
of  liabilities  that may result from the possible  inability of  Profitcom.com,
Inc. (a development stage company) to continue as a going concern.

                                /s/Thomas Monahan
                                ----------------------------
                                 THOMAS MONAHAN

                                Certified Public Accountant

Paterson, New Jersey
June 25, 2002

                                       F-2




<PAGE>

                               PROFITCOM.COM, INC.
                          (A development stage company)
                                  BALANCE SHEET



                                                       December 31,
                                                          2001

                                                     -----------

ASSETS

Current assets

 Cash                                                  $     425
                                                          ------
 Total current assets                                        425


    Total                                             $      425
                                                          ======



LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities

Accrued liabilities                                   $     500
                                                      ---------
Total current liabilities                             $     500



STOCKHOLDERS' EQUITY

 Preferred stock, $.001 par value;
  5,000,000 shares authorized;
  -0- shares issued and outstanding

 Common stock, $.001 par value;
 50,000,000 shares authorized;
 As of December 31,
 2001 there were 2,500,000
 shares issued and outstanding                        $   2,500

 Additional paid-in capital                              22,500

 Deficit accumulated during the
 development stage                                      (25,075)
                                                      ---------
    Total stockholders equity                         $     (75)
                                                      ---------
    TOTAL LIABILITIES AND
       STOCKHOLDERS' EQUITY                           $     425
                                                      =========


                     See notes to financial statements.

                                       F-3

<PAGE>


<TABLE>
                               PROFITCOM.COM, INC.
                          (A development stage company)
                             STATEMENT OF OPERATIONS

<CAPTION>
                                                                                      For the period
                                                          For the      For the        from inception
                                                         Year ended   year ended     December 3, 2000
                                                         December 31,  December 31,   to December 31,
                                                            2001         2000              2001
                                                        -----------   -----------     ---------------
<S>                                                     <C>           <C>             <C>

Income                                                        $-0-       $  -0-          $   -0-

Costs of goods sold                                            -0-          -0-              -0-
                                                            -------      ---------         ------


Operations:

General and administrative                                    2,572        22,503         25,075

Amortization                                                   -0-            -0-            -0-
                                                             ------         -------          ------

Total costs                                                   2,572        22,503          25,075



Net profit (loss)                                          $( 2,572)       $(   11)       $(25,075)
                                                            =======         =======         =======


PER SHARE AMOUNTS:

Net loss per share -
   basic and diluted                                          $(0.00)       $(0.00)
                                                              ======         ======

Weighted-average number of
shares outstanding -
   basic and diluted                                        2,500,000     2,500,000
                                                           =========      ==========
</TABLE>
                     See notes to financial statements.

                                       F-4

<PAGE>

<TABLE>


                               PROFITCOM.COM, INC.
                          (A development stage company)

                             STATEMENT OF CASH FLOWS
<CAPTION>


                                                                                     For the period
                                                          For the      For the         from inception
                                                         Year ended   year ended     December 3, 2000
                                                         December 31,  December 31,   to December 31,
                                                            2001        2000             2001
                                                         -----------   -----------   ---------------
<S>                                                      <C>           <C>           <C>


CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                                  $ ( 2,572)     $  ( 22,503)   $  (25,075)
 Item not affecting cash
  flow from operations:
   Amortization                                                                               -0-

   Accrued expenses                                                              500           500
                                                           ---------         -------        -------
    NET CASH USED IN OPERATING
       ACTIVITIES                                            ( 2,572)        (21,003)     ( 24,575)

Total CASH USED IN INVESTING ACTIVITIES

CASH FLOWS FROM FINANCING ACTIVITIES                           -0-             25,000       25,000
                                                              -------          ------      -------
TOTAL CASH FLOWS FROM
  FINANCING ACTIVITIES                                         -0-             25,000       25,000

Increase (decrease) in cash                                   (2,572)           2,997            425
Cash balance beginning of period                               2,997              -0-           -0-
                                                            ---------         ------         ------
Cash balance end of period                                  $    425          $ 2,997        $   425

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest                                      $     -         $  -           $    -
Cash paid for income taxes                                  $     -         $  -           $    -


</TABLE>
                     See notes to financial statements.

                                       F-5

<PAGE>

<TABLE>

                              PROFITCOM.COM, INC.
                       (A development stage company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
<CAPTION>

                                                                           Deficit
                                                                         accumulated
                                                         Additional        during
                Preferred  Preferred  Common   Common    paid in          development
                  stock      stock     stock    stock    capital            stage       Total
                (shares)      ($)     (shares)  ($)      ($)                 ($)         ($)
--------------------------------------------------------------------------------------------------
<S>             <C>        <C>        <C>       <C>      <C>              <C>            <C>




Sale of 2,500,000
shares of
common stock
December 31, 2000    0     $  0        2,500,000  $ 2,500    $ 22,500                    $ 25,000

Net profit (loss)                                                             $ (22,503)  (22,503)
- ------------------------------------------------------------------------------------------------
Balance
December 31, 2000    0     $  0        2,500,000  $ 2,500    $ 22,500 $         (22,503) $  2,497

Net loss                                                                        ( 2,572)   (2,572)
--------------------------------------------------------------------------------------------------
Balance
December 31, 2001    0     $  0        2,500,000  $ 2,500    $ 22,500           (25,075)      (75)


</TABLE>

                     See notes to financial statements.

                                       F-6


<PAGE>


                               PROFITCOM.COM, INC.
                          (A development stage company)
                          NOTES TO FINANCIAL STATEMENTS
                      FOR THE PERIOD FROM DECEMBER 3, 1999
                                  (INCEPTION)
                           THROUGH December 31, 2001


NOTE 1 - ORGANIZATION AND DESCRIPTION OF THE COMPANY

     Profitcom.com,  Inc. (the "Company"), was organized in Delaware on December
3, 1999 and is authorized to issue 45,000,000 shares of common stock, $0.001 par
value each and 5,000,000 shares of preferred stock, $0.001 par value each.

     The Company is a "blank check" company which plans to search for a suitable
business to merge with or acquire. Operations since incorporation have consisted
primarily  of  obtaining  capital  contributions  by the  initial  investor  and
activities  regarding the  registration  of the offering with the Securities and
Exchange Commission.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

     The accompanying financial statements have been prepared on a going concern
basis which  contemplates  the  realization  of assets and the  satisfaction  of
liabilities  in the normal  course of  business.  The  Company is a blank  check
company  that is  dependent  upon the  success  of  management  to  successfully
complete a self underwriting and locate a potential  business to acquire and may
require  additional  capital  to enter  into  any  business  combination.  These
conditions raise  substantial doubt about the Company's ability to continue as a
going  concern.  The Company is dependent upon its ability to have positive cash
flows from  operations to sustain any business  activity.  The Company's  future
capital requirements will depend on numerous factors including,  but not limited
to, continued progress in completing its self underwritten  offering,  finding a
business  to  acquire,  completing  the  process of  acquiring  a  business  and
obtaining  the  needed  investment  capital  and  working  capital  to engage in
profitable operations.  The Company plans to engage in such financing efforts on
a continuing basis.

     The  financial  statements  presented  consist of the balance  sheet of the
Company as at December 31, 2001 and the related  statements  of  operations  and
cash flows and  stockholders'  equity for the year ended  December  31, 2000 and
2001 and for period from inception, December 3, 1999, to December 31, 2000.



Offering Costs

     Offering   costs,   incurred  in  anticipation  of  the  Company  filing  a
registration statement pursuant to Rule 419 under the Securities Act of 1933, as
amended, are being charged to expense as incurred.

Organization Costs, Net

   Organization costs are being charged to operations.

                                       F-7


<PAGE>



Income Taxes

     The Company  accounts for income taxes in accordance  with the Statement of
Financial  Accounting  Standards No. 109,  "Accounting  for Income Taxes," which
requires the  recognition  of deferred tax  liabilities  and assets at currently
enacted tax rates for the expected  future tax  consequences of events that have
been included in the financial  statements or tax returns. A valuation allowance
is  recognized  to reduce the net  deferred  tax asset to an amount that is more
likely than not to be  realized.  The tax  provision  shown on the  accompanying
statement of operations is zero since the deferred tax asset  generated from the
net  operating  loss is offset in its entirety by a valuation  allowance.  State
minimum taxes will be expensed as incurred.

Cash and Cash Equivalents

     Cash  and  cash  equivalents,  if  any,  include  all  highly  liquid  debt
instruments  with an original  maturity  of three  months or less at the date of
purchase.

Fair Value of Financial Instruments

     Cash,  accounts  payable and other current  liabilities are recorded in the
financial  statements at cost, which  approximates  fair market value because of
the short-term maturity of those instruments.

Use of Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  effect 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.

Significant Concentration of Credit Risk

     At December  31, 2000 and 2001,  the  Company  has a  concentration  of its
credit risk by  maintaining  deposits in one bank.  The maximum  loss that could
have  resulted  from this risk totaled $-0- which  represents  the excess of the
deposit liabilities  reported by the banks over the amounts that would have been
covered by the insurance.


NOTE 3 - STOCKHOLDERS' EQUITY

Common Stock

     For the period from inception,  December 3, 1999, to December 31, 2000, the
Company sold an aggregate of 2,500,000  shares of common stock to its  president
for an aggregate consideration of $25,000 or $0.01 per share.

Preferred Stock

     Up to 5,000,000  shares of preferred  stock may be issued from time to time
in one or more  series.  The  Company's  board  of  directors,  without  further
stockholder  approval,  is  authorized  to fix the  dividend  rights  and terms,
conversion rights, voting rights, redemption rights, liquidation preferences and
other  rights  and  restrictions  relating  to any  such  series.  Issuances  of
additional shares of preferred stock, while providing  flexibility in connection
with possible  financings,  acquisitions  and other corporate  purposes,  could,
among other  things  adversely  affect the voting  power of the holders of other
securities  and may, under certain  circumstances,  have the effect of deterring
hostile takeovers or delaying changes in control or management.

     The number of shares of preferred  stock  outstanding  at December 31, 2000
and 2001 is -0- and -0- respectively.

                                       F-8

<PAGE>

NOTE 4 - RULE 419 REQUIREMENTS

     Rule 419 requires  that  offering  proceeds be deposited  into an escrow or
trust account (the "Deposited Funds" and "Deposited  Securities",  respectively)
governed by an agreement which contains  certain terms and provisions  specified
by that rule.  The Company may  receive  10% of the  escrowed  funds for working
capital.  The remaining  Deposited  Funds and the Deposited  Securities  will be
released  to the  Company  and to the  investors,  respectively,  only after the
Company has met the following three basic  conditions.  First,  the Company must
execute an agreement for an acquisition  meeting  certain  prescribed  criteria.
Second,  the Company must file a  post-effective  amendment to its  registration
statement which includes the terms of a  reconfirmation  offer that must contain
conditions  prescribed  by Rule  419.  The  post-effective  amendment  must also
contain  information  regarding  the  acquisition  candidate  and its  business,
including  audited  financial  statements.  The  agreement  must  include,  as a
condition  precedent  to its  consummation,  a  requirement  that the  number of
investors who  contributed  at least 80% of the offering  proceeds must elect to
reconfirm their investments.  Third, the Company must conduct the reconfirmation
offer and satisfy all of the prescribed conditions. The post-effective amendment
must also include the terms of the  reconfirmation  offer  mandated by Rule 419.
After the Company submits a signed  representation  to the escrow agent that the
requirements of Rule 419 have been met and after the acquisition is consummated,
the escrow  agent can  release the  Deposited  Funds and  Deposited  Securities.
Investors who do not reconfirm  their  investments  will receive the return of a
pro rata portion thereof; and in the event investors  representing less than 80%
of the Deposited Funds reconfirm their investments,  the Deposited Funds will be
returned to all the investors on a pro rata basis.

NOTE 5 -  Loss Per Share


     Basic and diluted loss per share is computed by dividing  consolidated  net
loss by the weighted average number of shares of common stock outstanding during
the year.  Common  stock  equivalents  are not  included in the diluted loss per
share for period from inception, to December 31, 2001 as they are antidilutive.


                                       F-9
<PAGE>


NOTE 6 - RELATED PARTY TRANSACTIONS

Office Facilities

     Rental of office space and use of office,  computer and  telecommunications
equipment are provided by the President of the Company on a rent free basis.

NOTE 7 - PUBLIC OFFERING

     The Company is offering, on a "best efforts all-or-none basis" will consist
of 1,000,000  units at $.05 per unit or an aggregate  offering price of $50,000.
Each unit will consist of one share of common stock and three redeemable  common
stock  purchasewarrants.  Each warrant is  exercisable  into one share of common
stock  for a period  of two  years  from the  effective  date of a  registration
statement  relatingto the underlying  shares of common stock, the "A" Warrant at
$.50, the "B"Warrant at $1.00, the "C" Warrant at $2.00.

     As of December 31, 2001, the Company has not sold any units.

                                      F-10



<PAGE>





     ITEM 8.CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON ACCOUNTING  AND
          FINANCIAL DISCLOSURE

     Not Applicable.

                                    PART III

     Item 9.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND CONTROL  PERSONS;
              COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     The  officers  and  directors  of  Profitcom.com,  and further  information
concerning them are as follows:

Name                               Age                   Position
------------------                 ---                  --------------------
Dejan Mirkovic *                    30                    President, Treasurer
6812 Bryant Street                                          and a Director
Burnaby,
British Columbia V5E 1S8
Canada

Mark Greenberg                      35                    Secretary and a
715 Crystal Court                                             Director
North Vancouver,
British Columbia V7R 2B6
Canada

(1) May be deemed our "Promoter" as that term is defined under the Securities
    Act.

     Dejan   Mirkovic   is   co-founder   and    Vice-President    of   CityFone
Telecommunications   Inc.,  a  digital  PCS  service  provider.  From  April  to
September,  1998, he was a Product  Development  Consultant to and a director of
1-2-1  Communications Inc., a company providing a personal fax number. From 1995
to 1997, Mr.  Mirkovic  served as Director of Sales for TeleLink  Communications
Corp. a manufacturer of digital  switches.  He served as a Sales  Representative
for  Canadian  TeleLink  Paging  Services  Ltd., a  nationally  licensed  paging
carrier,  from 1993 to 1995. Mr. Mirkovic  attended Simon Fraser  University and
Douglas College.

     Mark Greenberg has, since 1993, been  Vice-President of Greenberg Financial
Ltd., a personal  financial  planning firm. In that capacity,  he is responsible
for  day-to-day  operations.  He holds a level 2 Life  Insurance  license  and a
Mutual Funds license.  Mr. Greenberg  received his B.A. degree in Economics 1993
from Simon Fraser University. Mr. Greenberg does not have an employment contract
with our  company.  We pay him no  remuneration.  We have  awarded him no stock.
While Mr.  Greenberg  presently  owns no stock in our  company,  he  intends  to
purchase  stock in this  offering.  Mr.  Greenberg  has  decided to serve as our
secretary and one of our directors  both to provide us with his expertise and to
gain experience with blank check companies.


     Item 10. EXECUTIVE COMPENSATION

     No officer or director of Profitcom.com  has received any cash remuneration
since Profitcom.com's  inception,  and none received or accrued any remuneration
from  Profitcom.com  at  the  completion  of the  initial  public  offering.  No
remuneration of any nature has been paid for or on account of services  rendered
by a director in such None of the officers and directors  intends to devote more
than twenty hours per month to Profitcom.com's affairs.

                                        4
<PAGE>



     Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The table on the following  page sets forth certain  information  regarding
the beneficial  ownership of our common stock as of the date of the  prospectus,
and as adjusted to reflect  the sale of the units in the  offering,  by (i) each
person who is known by us to own  beneficially  more than 5% of our  outstanding
Common  Stock;  (ii) each of our  officers and  directors;  and (iii) all of our
directors and officers as a group.

  Name/Address                    Shares of         Percent of     Percent of
  Beneficial                      Common Stock      Class Owned    Class Owned
  Owner                           Beneficially      Before         After
  Offering                        Owned             Offering       Offering

Dejan Mirkovic                  2,500,000            100.0%          71.4%
6812 Bryant Street
Burnaby,
British Columbia
V5E 1S8 Canada

Mark Greenberg                          0              0.0%           0.0%
715 Crystal Court
North Vancouver,
British Columbia
V7R 2B6 Canada

Total Officers                  2,500,000            100.0%          71.4%
and Directors
(2 Persons)

     All sales were made in  reliance  on Section  4(2) of the  Securities  Act.
These sales were made without general solicitation or advertising. The purchaser
was a sophisticated  investor with access to all relevant information  necessary
to evaluate the  investment and  represented  to the Registrant  that the shares
were being acquired for investment.

     Dejan Mirkovic has sole voting and sole investment power over the shares of
common stock he beneficially owns.



                                        5
<PAGE>


     Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     There are no relationships  or transactions  required to be disclosed under
this Item.

     Item 13. EXHIBITS AND REPORTS ON FORM 8-K

     None


                                        6
<PAGE>




                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of
1934,  the  registrant  caused  this  report to be  signed on its  behalf by the
undersigned, thereunto duly authorized.

                                             PROFITCOM.COM CORP.

                                             By   /s/ Dejan Mirkovic
                                                  ------------------

                                                 Dejan Mirkovic, President

Date January 10, 2003

        In accordance with the Securities Exchange Act of 1934 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/ Dejan Mirkovic
    --------------------

   Dejan Mirkovic, President,
    Treasurer, Director

Date January 10, 2003
                                                             *  *  *
By   /s/ Mark Greenberg
    ---------------
    Mark Greenberg, Secretary, Director

Date January 10, 2003