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.:       000-29821

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

Florida                                                        65-0965465
-------------------------------                             -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                              Identification No.)

222 Lakeview Avenue, PMB 160-183
West Palm Beach                                                   33401
- ---------------------------------------                      ----------
(Address of principal executive offices)                       (Zip Code)

Issuer's telephone number:  (561) 659-6530

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 6,000,000  shares of voting stock of the  registrant  issued and
outstanding   as  of  February   10,   2001,   1,000,000   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.

SIGNATURES





<PAGE>



PART I

     Item 1. Description of Business

Business Development

         essentialsystems.com,  Inc. (the  "Company") was organized on March 15,
1996,  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 distribute and sell at wholesale  sophisticated  electronic surveillance
equipment and devices for security and other purposes.

         The  incorporator  was unable to  successfully  implement  the  initial
business  plan.  After  development  of a business  plan  efforts to develop the
business failed and all such efforts were abandoned in December 1996.

         The Company never engaged in an active trade or business throughout the
period from August 1996 until just recently. In December 1999, all of the issued
and  outstanding  shares of the common stock of the Company were  acquired  from
Alexis  Mandelbaum,  (5,000,000 shares) and Donald F. Mintmire (500,000 shares),
its two (2) shareholders. At that time neither was an officer or director of the
Company.  T he 5,000,000  shares were  purchased  from Alexis  Mandelbaum by Mr.
Kevin L. Bell,  the principal of the Company.  The 500,000 shares were purchased
from Donald F. Mintmire on that same date by a number of investors which did not
include Mr. Bell.  Alexis Mandelbaum agreed to exchange the 5,000,000 issued and
outstanding  shares held by such  shareholder  in exchange for a  commitment  to
arrange to pay the costs of the  continued  operations of the  corporation,  and
bringing its books and records up to date.  The 500,000 shares held by Donald F.
Mintmire were purchased for $1,000.00.  Ms. Alexis  Mandelbaum was introduced to
Mr. Kevin L. Bell by Mr.  Donald F.  Mintmire.  Mr. Bell and Mr.  Mintmire  were
business and social  acquaintances  at that time. Mr.  Mintmire  served as legal
advisor to the Company since Ms. Mandelbaum formed the Company.  Mr. Bell is not
related to either Ms. Mandelbaum or Mr. Mintmire,  except that Mr. Mintmire also
serves as legal  advisor to Mr.  Bell and the  Company  and as legal  advisor to
other  companies.  Mr. Mintmire is not engaged in the activities of the business
except as a legal advisor.  There are no arrangements or agreements  between Ms.
Mandelbaum,   Mr.  Bell  and/or  Mr.   Mintmire   relating  to  either  of  them
participating in any future transactions with the Company.

         The  Company  subsequently  received  gross  proceeds  in the amount of
$12,500.00  from the sale of a total of 500,000  shares of common stock,  $.0001
par value per share (the "Common Stock"),  in an offering  conducted pursuant to
Section 3(b) and 4(2) of the Securities Act of 1933, as amended (the "Act"), and
Rules 505 and 506 of Regulation D promulgated thereunder. This offering was made
in the State of Florida.  The Company undertook the offering of shares of Common
Stock in February 2000.

         The Company then began to consider and investigate  potential  business
opportunities. 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

                                        4

<PAGE>



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.

         In December 1999,  the Company also  determined it should become active
in seeking potential  operating  businesses and business  opportunities with the
intent to acquire or merge with such businesses.

         Under the Exchange Act, a non-reporting  Company will not be treated as
a successor  issuer after the  non-reporting  Company acquires a reporting blank
check company or shell company. However, a non-reporting company that acquires a
blank check or shell company may use a different  registration  procedure  which
requires  reporting  under the Act within  fifteen (15) days of  occurrence  and
filing within such time period  complete  audited and pro forma  financials as a
part of such filing.  Mergers or acquisitions  under such  circumstances  with a
private entity require filing such financial  documentation,  and other detailed
information regarding the non-reporting company and its nonfinancial operations.
In  addition,  shareholders  of either  company may  acquire  stock in the other
company which may or may not be exempt from registration, may change the holding
period of the stock for  tradability  purposes under Rule 144, and may otherwise
limit or  restrict  the  tradability  of certain  stock.  Under any of the above
circumstances shareholders may be affected by any such merger or acquisition.

         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 222 Lakeview
Avenue,  PMB 160- 183,  West Palm Beach,  FL 33401 and its  telephone  number is
(561) 659-6530.


Business of Company

         The Company has no recent operating  history and no  representation  is
made,  nor is any  intended,  that the  Company  will be able to carry on future
business  activities  successfully.  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.



                                        5

<PAGE>



         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 the Board of Directors  and the  proposed  transaction  would be
submitted to the shareholders for prior approval in an appropriate  manner. Thus
any such  transaction  would be approved only by the  shareholders.  The Company
will not  obtain an  independent  appraisal  of the value of the  target if this
transaction  involves a related party transaction.  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.  The  potential  conflict of interest is merely a
remote theoretical possibility at this time.

         The  terms  of the  sale  of any  and  all  shares  held  by  officers,
directors,  management  or  associates  will be afforded all other  shareholders
absent consent of all shareholders.

         Management  (Kevin L. Bell)  was  sole  Officer  and  Director of Lucid
Concepts,  Inc.  which was structured as a shell. A merger with that company was
effected on December 31, 1999.  Mr. Bell received  $12,500.00,  surrendered  his
stock,  and the remaining  shareholders  retained their stock..  Mr. Bell is not
active in the  merged  entity.  Mr.  Bell has  announced  his  attention  not to
participate in other shell  companies  prior to a merger or acquisition  for the
Company and therefore has no conflict of interest related thereto.  There are no
other promoters, management, affiliates or associates involved.

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.  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.  Management will not use any specific criteria in hiring a consultant or
finder but will select generally from any such available  resource.  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.  To
date no notices,  advertisements  or other  information  has been  provided  and
management is unable to provide or further describe such data at this time. 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  since  such  activity  will only be  undertaken  after the
effective  date of this  registration  statement  and  completion of the comment
period  with  the   Securities  and  Exchange   Commission.   Payment  of  other
compensation or repayment of loans to or  expenditures  of officers,  directors,
affiliates or lending  institutions may be funded from the revenues,  assets, or
debt or equity  securities of an acquisition or merger  candidate  although such
payments will not be required.  Under these  circumstances  such compensation or
loan  repayment  if  required  gives  priority  payment to such  persons and may
adversely  impact  the  value   attributable  to  the  stock  of  the  remaining
shareholders.

                                        6

<PAGE>




         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. Under
these  circumstances  such  compensation  or loan  repayment  if required  gives
priority payment to such persons and may adversely impact the value attributable
to the stock of the remaining  shareholders.  Payment of other  compensation  or
repayment of loans of officers,  directors,  affiliates or lending  institutions
may be funded from the  revenues,  assets,  or debt or equity  securities  of an
acquisition or merger candidates although such payments will not be required.

         The Company will not pay consultants, finders fees or other acquisition
related  compensation  to its legal counsel (except for bonafide legal services)
or any  officers,  directors,  affiliates  or  associates.  The Company will not
require the making of these payments to be a term of a merger or acquisition.

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  and the  consequences of such may
result in a missed  opportunity for shareholders or result in a combination that
if fully investigated would not have been undertaken. 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.

         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

                                        7

<PAGE>



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.

         The  terms  of the  sale  of any  and  all  shares  held  by  officers,
directors,  management  or  associates  will be afforded all other  shareholders
absent consent of all shareholders.

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  current status and recent inactive status for
the prior  four (4)  years,  and its  concomitant  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

                                        8

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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 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 the
acquired or newly  merged  company  elected to use such  fund-raising  option to
acquire funds for the Company.

         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. Management cannot predict any other terms of a
finder's fee  arrangement at this time. If such a fee  arrangement  was proposed
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.

         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 to the Board of Directors  and the  proposed  transaction  would be
submitted to the shareholders for prior approval in an appropriate  manner. Thus
any such  transaction  would be approved only by the  shareholders.  The Company
will not  obtain an  independent  appraisal  of the value of the  target if this
transaction  involves a related party transaction.  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.

         Management  (Kevin L. Bell)  was  sole  Officer  and  Director of Lucid
Concepts,  Inc.  which was structured as a shell. A merger with that company was
effected on December 31, 1999.  Mr. Bell received  $12,500.00,  surrendered  his
stock,  and the remaining  shareholders  retained their stock..  Mr. Bell is not
active in the  merged  entity.  Mr.  Bell has  announced  his  attention  not to
participate in other shell  companies  prior to a merger or acquisition  for the
Company and therefore has no conflict of interest related thereto.  There are no
other promoters, management, affiliates or associates involved.

                                        9

<PAGE>




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 for  required
filings under Rule 419 of the Act,  significant  expenses to be incurred in such
an offering,  and the additional  steps required to comply with various  federal
and state laws enacted for the protection of investors.

         Many states (excluding  Florida where the Company is incorporated) have
statutes, rules and regulations limiting the sale of securities of "blank check"
companies (as opposed to shell companies where such rules do not apply) 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 such
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 amended its Articles of Incorporation on December 14, 1999,
to 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.

                                       10

<PAGE>




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 legal counsel  (provided at no cost),
located in Palm Beach,  Florida.  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.

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 for the past two
fiscal years.

     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.  The Company was  inactive  from late 1996 through the date of
this Form 10-KSB.





                                       11

<PAGE>



     Item 4. Submission of Matters 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 intends to make application to the
NASD for the  Company's  shares  to be  quoted on the OTC  Bulletin  Board.  The
Company's application to the NASD will consist of current corporate information,
financial  statements  and other  documents  as  required  by Rule 15c211 of the
Securities Exchange Act of 1934, as amended. Inclusion on the OTC Bulletin Board
permits  price  quotation  for the  Company's  shares  to be  published  by such
service.

         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 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

                                       12

<PAGE>



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 26  holders  of  record of the
Company's common stock.

         As of the date hereof, the Company has issued and outstanding 6,000,000
shares of common stock.  Of this total,  500,000 shares may be sold or otherwise
transferred without  restriction  pursuant to the terms of Regulation D, Section
504, and Rule 144 (k) ("Rule  144") of the  Securities  Act of 1933,  as amended
(the "Act") since such shares were originally  issued in transactions  more than
two (2) years ago.  5,000,000 such shares remain restricted under Rule 144 since
such shares were and are held by an affiliate. The remaining 500,000 shares were
issued  subject  to Rule 144 and have been  held for more  than one year.  These
shares  may  be  sold  and/or  transferred  pursuant  to  the  restrictions  and
limitations of Rule 144 under the Act or pursuant to an applicable exemption..

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.

Public Quotation of Stock

         The  Company  has not as of this  date,  but  intends to request in the
immediate  future a broker- dealer who has not been  identified at this time, to
act as a market maker for the Company's securities. Thus far the Company has not
requested  a market  maker to submit the  Company's  Form 10-SB to the  National
Association  of  Securities  Dealers  and to  serve as a  market  maker  for the
Company's Common Stock. The Company  anticipates that other market makers may be
requested to participate  at a later date. The Company will not use  consultants
to obtain market makers. There have been no preliminary  discussions between the
Company,  or anyone  acting on its behalf,  and any market maker  regarding  the
future trading market for the Company.  It is anticipated  that the market maker
will be contacted  prior to an  acquisition  or merger and only by management of
the Company.

Transfer Agent

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




                                       13

<PAGE>


     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 since 1996.  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 Kevin L. Bell. Mr. Bell 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 Mr. Bell 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  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 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

                                       14

<PAGE>



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 and Supplementary Data

Financial Statements and Supplementary Data

         The  Company's  financial  statements  for the  years  ended  has  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:



ESSENTIAL SYSTEMS.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




                                       15

<PAGE>



                               Dorra Shaw & Dugan
                          Certified Public Accountants


INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders
Essentialsystems.Com, Inc.
Palm Beach, Florida


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

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  Essentialsystems.Com,  Inc. as
of November  30, 2000 and the results of its  operations  and its cash flows and
changes  in  stockholders'  equity for the year then  ended 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/ Dorra Shaw & Dugan
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>
ESSENTIALSYSTEMS.COM, INC.
(A Development Stage Company)

BALANCE SHEET



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

Current Assets:
    Cash                                                                        $           655
------------------------------------------------------------------------------  ---------------

TOTAL CURRENT ASSETS                                                                        655
------------------------------------------------------------------------------  ---------------

                                                                                $           655
------------------------------------------------------------------------------  ---------------

LIABILITIES

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

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

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

STOCKHOLDERS' EQUITY

Common stock - $.0001 par value - 50,000,000 shares authorized
      6,000,000 shares issued and outstanding                                               600

Preferred stock - no par value - 10,000,000 shares authorized
      No shares issued and outstanding                                                        -
    Additional paid-in-capital                                                           21,600
    Deficit accumulated during the developmental stage                                  (21,535)
------------------------------------------------------------------------------  ---------------

TOTAL STOCKHOLDERS' EQUITY                                                                  665
------------------------------------------------------------------------------  ---------------

                                                                                $           665
------------------------------------------------------------------------------  ---------------
</TABLE>



                 See Accompanying Notes to Financial Statements

                                       F-2




<PAGE>



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

STATEMENT OF OPERATIONS AND DEFICIT
       ACCUMULATED DURING THE DEVELOPMENTAL STAGE





                                                                                  For the period
                                                                                  March 15, 1996
                                                                                (date of inception)
For the period December 1, 1999 to November 30,                    2000           to November 30,
                                                                                       2000
----------------------------------------------------------------------------------------------------
<S>                                                           <C>               <C>
Revenues                                                      $              -  $                  -
-----------------------------------------------------------  -----------------  --------------------


Operating expenses:
   Professional fees                                                    11,500                11,500
   Taxes and licenses                                                      150                   150
   Office                                                                  110                   110
   Office space                                                          1,200                 1,200
-----------------------------------------------------------  -----------------  --------------------
   Personnel services                                                    6,000                 8,500
   Bank charges                                                             75                    75


Total operating expenses                                                19,035                21,535

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

Loss before income taxes                                               (19,035)              (21,535)
   Income taxes                                                              -
-----------------------------------------------------------  -----------------  --------------------

Net loss                                                               (19,035)              (21,535)

Deficit accumulated during the
         development stage - December 1, 1999                 $         (2,500) $                  -
-----------------------------------------------------------  -----------------  --------------------

Deficit accumulated during the
         development stage - November 30, 2000                $        (21,535) $            (21,535)
-----------------------------------------------------------  -----------------  --------------------

Net loss per share                                                       (0.00)
-----------------------------------------------------------  -----------------  -------------------

   Weighted average shares of common stock                           5,924,657
-----------------------------------------------------------  -----------------  -------------------
</TABLE>


                 See Accompanying Notes to Financial Statements
                                       F-3


<PAGE>




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

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY



-----------------------------------------------------------------------------------------------------------------------
                                                                                Additional
                                        Number of       Preferred     Common    Paid - In      Deficit
                                          Shares         Stock        Stock     Capital       Accumulated       Total
-----------------------------------------------------------------------------------------------------------------------
<S>                                    <C>            <C>          <C>          <C>          <C>           <C>
Beginning balance:

   March 15, 1996                      $   3,000,000  $         -  $      300   $      1,200 $         -   $      1,500

   March 15, 1996 - Services               2,500,000            -         250            750           -          1,000
   (Date of Inception)

Issuance of Common Stock:

   February 25, 2000                         500,000            -          50         12,450           -         12,500

   Contributed services and space                  -            -           -          7,200           -          7,200


Deficit accumulated during the
development stage                                  -            -           -              -     (21,353)       (21,535)
---------------------------------------------------- ------------ ------------- ------------ ------------ --------------


Balance - November 30, 2000            $   6,000,000  $         -  $      600   $     21,600 $   (21,535) $          665
---------------------------------------------------- ------------ ------------- ------------ ------------ --------------,
</TABLE>



                 See Accompanying Notes to Financial Statements

                                       F-4


<PAGE>




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

Statement of Cash Flows


                                                                                             For the period
                                                                                             March 15, 1996
                                                                                           (date of inception)
For the period December 1, 1999 to November 30,                                2000       to November 30, 2000
----------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>              <C>
Operating Activities:

    Net loss                                                              $     (19,035)   $        (21,535)

Adjustments to reconcile net loss to net cash used by operating activities:
      Increase in:
        Issuance of common stock for services                                     7,200               9,700
------------------------------------------------------------------------- --------------   ----------------


Net cash provided by operating activities                                        (11,835)           (11,835)
------------------------------------------------------------------------- --------------   ----------------


Financing activities:
    Issuance of Common Stock                                                      12,500             12,500
------------------------------------------------------------------------- --------------   ----------------


Net cash provided by financing activities                                         12,500             12,500
------------------------------------------------------------------------- --------------   ----------------


Net increase in cash                                                                 665                665
------------------------------------------------------------------------- --------------   ----------------


 Cash - November 30, 2000                                                 $          655   $            655
------------------------------------------------------------------------- --------------   ----------------
</TABLE>




                 See Accompanying Notes to Financial Statements

                                       F-5


<PAGE>



ESSENTIALSYSTEMS.COM, INC.
NOTES TO FINANCIAL STATEMENTS

Note A - Summary of Significant Accounting Policies:

Organization

Essentialsystems.Com,   Inc.  (a   development   stage  company)  is  a  Florida
Corporation   organized  to   distribute   and  sell  at  wholesale  and  retail
sophisticated  electronic  surveillance  equipment  and devices for security and
other purposes.  The Company failed in its attempt to  successfully  develop its
initial  business  plan and during  December  1996  abandoned  its efforts.  The
Company was inactive and there were no transactions from August 1996 to the date
of  reinstatement  by the State of Florida on December  14, 1999 that affect the
balances reflected in the financial statements as of December 1, 1999.

The Company has a new business plan,  which was adopted on or about December 15,
1999, which is to engage in seeking potential operating  businesses and business
opportunities  with the intent to acquire  or merge  with such  businesses.  The
assets of the Company  will be used for its  expenses of  operation to implement
this plan.

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:

On March 15,  1996,  the Company  issued  5,500,000  shares of common  stock for
$1,500 cash and the fair market value of services, valued at $1,000, rendered by
its initial stockholders.

On February 25, 2000 the company  issued a total  500,000  additional  shares of
common stock for the sum of $12,500.



                                       F-6


<PAGE>


ESSENTIALSYSTEMS.COM, INC.
NOTES TO FINANCIAL STATEMENTS

Note B - Stockholders' Equity (con't):

The $11,500 in  professional  fees  includes the costs and expenses of legal and
accounting   service   associated   with  the  preparation  and  filing  of  the
registration statement.

At November 30, 2000, the Company had authorized 50,000,000 shares of $.0001 par
value  common  stock  and had  6,000,000  shares  of  common  stock  issued  and
outstanding.  In addition, the Company authorized 10,000,000 shares of preferred
stock with the specific  terms;  conditions,  limitations  and preferences to be
determined by the Board of Directors. None of the preferred stock was issued and
outstanding as of November 30, 2000.

The Company  utilizes its legal counsel's  office at no charge and the Company's
president is not currently  compensated.  The Company  records the fair value of
these  services  as an expense and  contributed  capital at the rate of $100 per
month for office space, and $500 per month for personnel services respectively.


Note C - Income Taxes:

The Company has a net operating loss carry forward of $19,035 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 $2,900,  which represents the amounts of tax benefits of loss carry-forwards.
The Company has established a valuation allowance for this deferred tax asset of
$2,900, as the Company has no history of profitable operations.



Note D - Going Concern:


The  Company's  financial  statements  are  prepared  using  generally  accepted
accounting  principles  applied  to  a  going  concern  which  contemplates  the
realization  of assets and  liquidation  of  liabilities in the normal course of
business.  The Company has incurred losses from its inception  through  November
30, 2000. It has not  established  revenues  sufficient to cover operating costs
and to allow it to continue as a going concern.

Management   plans  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.







                                       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
--------------      ----       ------------------------------
Kevin L. Bell       35         President, Secretary, Treasurer, and Director,

         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,  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:

         Mr. Kevin L. Bell,  35 years old,  has  been a  Director of the Company
since  December 15, 1999. Mr. Bell served in the United States Navy from 1978 to
1986,  during which time he also attended  Chicago's  Community College in 1979.
From  1984 to 1988  Mr.  Bell  worked  as an  undercover  private  investigator,
specializing in retail theft,  insurance  fraud, and performed some work for the
State Department in New York City. While still in New York City, Mr. Bell worked
for an electrical  supply house (Local 3 Electrical  Union) until his relocation
to the Atlanta,  Georgia area in 1989.  There Mr. Bell worked as an  electrician
from 1989 to 1991 as well as working for Dugan's (an Atlanta  based  restaurant)
as an electrician  until 1997. Also during 1990 to 1991 he worked as an in-house
electrician for the Georgia  Baptist  Medical  Center.  From 1997 to present Mr.
Bell works for  Engineered  Life Safety Systems as Vice President of Operations.
Mr. Bell obtained

                                       17

<PAGE>



a MCSE Certification  (Microsoft  Engineering Certified) and an A+ certification
(Microsoft Certified Hardware Technician).

         Kevin L. Bell may be deemed a "promoter" of the Company and is the only
promoter known to the Company.

         There are no agreements or  understandings  for any officer or director
to resign at the request of another  person and the sole officer and director is
not acting on behalf of or at the  direction of any other  person.  There are no
other  arrangements,   agreements  or  understandings  between  non-  management
shareholders,  legal counsel, former shareholders,  and management,  under which
former shareholders,  legal counsel or non-management  shareholders may directly
or indirectly  participate  in or influence the management of the affairs of the
Company,  except in rendering legal advise or as shareholders  exercising  their
voting rights, including the right to continue to elect directors.

         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. Bell  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  has  not  had  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 years ended 1995 through  1998,  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 March 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.


                                       18

<PAGE>


Name of Address of                      Amount and Nature of
Beneficial Owner                        Beneficial Ownership   Percent of Class
--------------------------------------  ---------------------  -----------------
Kevin L. Bell                           5,000,000                   83.33%
222 Lakeview Avenue, PMB 160-183
West Palm Beach, FL 33401

All Executive Officers and Directors
as a Group (one person)                 5,000,000                   83.33%
----------------------


Item 12.          Certain Relationships and Related Transactions

         In  December  1999,  Mr.  Kevin L.  Bell  acquired  from the  principal
controlling  shareholder,  Alexis  Mandelbaum,  a total of  5,000,000  shares of
Common Stock of the Company in exchange  for a commitment  to arrange to pay the
costs of the continued  operations of the corporation and bringing its books and
records up to date.

         In  addition  Mr.  Bell has  paid  for  part of 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 the Rule 506 offerings for acquisitions.

         During the  Company's  last two fiscal  years,  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.

         Kevin L. Bell 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>


                                   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.

                                essentialsystems.com, Inc.
                                      (Registrant)

Date: February 28, 2001         BY:  /s/ KEVIN L. BELL
                                -----------------------------------
                                   Kevin L. Bell, 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

February 28, 2001      BY:/s/ KEVIN L. BELL
                       ------------------------
                       Kevin L. Bell                   President, Secretary,
                                                       Treasurer, and Director