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

                                   FORM 10-KSB

[X]     ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
        OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
        ACT OF 1934
                         Commission file number: 0-23871

                          CROSSNET COMMUNICATIONS, INC.
                       (F/K/A BCS INVESTMENT CORPORATION)
                 (Name of small business issuer in its charter)



                COLORADO                              84-1434323
     (State or other jurisdiction of               (I.R.S. Employer
      incorporation or organization)              Identification No.)


     14500 NORTH NORTHSIGHT BOULEVARD, SUITE 213, SCOTTSDALE, ARIZONA 85260
      (Address of principal executive offices)                      (Zip Code)

                    Issuer's telephone number: (480) 556-0850

       Securities registered under Section 12(b) of the Exchange Act: NONE

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

                           COMMON STOCK, NO PAR VALUE

 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 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.[ ]

            Issuer's revenues for its most recent fiscal year: $ 0.00

Aggregate market value of the voting and non-voting stock held by non-affiliates
                of the registrant as of March 19, 2002: $138,129

    Number of shares outstanding of registrant's common stock, no par value,
                        as of March 19, 2002: 28,092,181

                    Documents incorporated by reference: NONE

       Transitional Small Business Disclosure Format (check one): Yes    No  X
                                                                     ---    ---


Exhibit index on consecutive page 14                          Page 1 of 32 Pages


<PAGE>


                                     PART I

                           FORWARD LOOKING STATEMENTS

Under the "safe harbor" provisions of the Private Securities Litigation Reform
Act of 1995 (the "PSLRA"), we caution readers regarding forward looking
statements found in this report and in any other statement made by, or on our
behalf, whether or not in future filings with the Securities and Exchange
Commission. Forward looking statements are statements not based on historical
information and which relate to future operations, strategies, financial results
or other developments. Forward looking statements are necessarily based upon
estimates and assumptions that are inherently subject to significant business,
economic and competitive uncertainties and contingencies, many of which are
beyond our control and many of which, with respect to future business decisions,
are subject to change. These uncertainties and contingencies can affect actual
results and could cause actual results to differ materially from those expressed
in any forward looking statements made by or on our behalf. We disclaim any
obligation to update forward looking statements.

ITEM 1.  DESCRIPTION OF BUSINESS.
--------------------------------------------------------------------------------

INTRODUCTION

Unless the context otherwise requires, the terms "we", "our" and "us" refers to
Crossnet Communications, Inc. and its wholly-owned subsidiary, Autovenu, Inc.

During the fiscal year ended 2001, in light of the automobile market conditions,
we decided to abandon the business plan of Autovenu, Inc. We are now a "shell"
company actively seeking merger and acquisition opportunities.

BACKGROUND

We were incorporated under the name Buffalo Capital VII, Ltd. in the State of
Colorado on September 19, 1997. From our inception to June 18, 1999, we operated
as a "shell" company and our business plan was to seek out and take advantage of
business opportunities that would have the potential for profit, and to acquire
such businesses or a controlling interest therein.

On June 18, 1999, we entered into a Reorganization and Stock Purchase Agreement
with Workfire.com, a company incorporated under the laws of the State of Nevada
("Workfire-Nevada"). Under the agreement, we acquired 89% of the issued and
outstanding shares of Workfire-Nevada and changed our name to Workfire.com, Inc.
As a result of the agreement, the shareholders of Workfire-Nevada became our
controlling shareholders.

On November 5, 1999, we approved a resolution to distribute all of our shares of
Workfire-Nevada to our shareholders on a pro-rata basis. We believed this was
necessary in order to provide funding for Workfire-Nevada. As a result of the
share distribution, we no longer owned or controlled Workfire-Nevada. On
February 7, 2000, we changed our name to BCS Investment Corporation and actively
sought a merger or acquisition opportunity.

On September 25, 2000, we entered into a Share Exchange Agreement with the
shareholders of Autovenu, Inc., a Delaware corporation. Autovenu, Inc. is a
software development company whose business model includes the acquisition and
development of Internet related software and technology. We consummated the
acquisition by exchanging 303.7241 shares of our common stock and 6.393 shares
of our Series A preferred stock (both pre reverse stock split) for each issued
and outstanding share of common stock of Autovenu, Inc. The Series A preferred
stock was convertible into 100 shares of common stock without additional
consideration. Autovenu, Inc. had a total of 283,000 issued and outstanding
shares of common stock. The shareholders of Autovenu, Inc. were Mark
Moldenhauer, Jules Lee Wurzel and BusinessTradeCenter.com, Inc. As a result of
the share

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<PAGE>


exchange, the former shareholders of Autovenu, Inc. now control us and new
officers and directors were appointed.

Effective December 18, 2000, we implemented a 1-for-10 reverse stock split and
changed our name to Crossnet Communications, Inc. Except where otherwise
indicated, all information in this Annual Report on Form 10-KSB has been
presented to give retroactive effect to the reverse stock split. During the
fiscal year ended 2001, we abandoned the business of Autovenu, Inc., and we are
now a "shell" company actively seeking merger and acquisition opportunities.

ACQUISITION AND MERGER

GENERAL

We are seeking, investigating and, if warranted, willing to acquire other
businesses that may have applications directly related to the Internet. We will
not restrict our search to any specific business, industry, or geographical
location and we may participate in a business venture of any kind or nature. Our
proposed business is purposefully general and is not meant to be restrictive of
our virtually unlimited discretion to search for and enter into potential
business opportunities. We anticipate that we may be able to participate in only
limited potential business ventures because we have nominal assets and limited
financial resources. Our lack of diversification should be considered a
substantial risk to our shareholders because it may not permit us to offset
potential losses from one venture against gains from another.

We may seek business opportunities with entities that have recently commenced
operations, or that wish to utilize the public marketplace in order to raise
additional capital to expand into new products or markets, to develop a new
product or service, or for other corporate purposes. We may acquire assets and
establish wholly-owned subsidiaries in various businesses or acquire existing
businesses as subsidiaries.

We anticipate that the development of our business plan will be complex and
extremely risky. Due to general economic conditions, rapid technological
advances being made in some industries and shortages of available capital, we
believe that there are numerous firms seeking the perceived benefits of a
publicly registered corporation. Such perceived benefits may include, among
other things, facilitating or improving the terms on which additional equity
financing may be sought, providing liquidity for incentive stock options or
similar benefits to key employees, and providing liquidity (subject to
restrictions of applicable statutes) for all shareholders. Potentially,
available business opportunities may occur in many different industries and at
various stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex.

We have, and will continue to have, limited capital with which to provide the
owners of business opportunities with any significant cash or other assets.
However, we believe we will be able to offer owners of acquisition candidates
the opportunity to acquire an interest in a publicly registered company without
incurring the cost and time required to conduct an initial public offering. The
owners of the business opportunities will, however, incur significant legal and
accounting costs in connection with the acquisition of a business opportunity,
including the costs of preparing annual (Form 10-K or 10-KSB), quarterly (Form
10-Q or 10-QSB) and current reports (Form 8-K), agreements and related
documents. The Securities Exchange Act specifically requires that any merger or
acquisition candidate comply with all applicable reporting requirements, which
includes providing audited financial statements to be included within the
numerous filings required under the Securities Exchange Act. However, we have
not conducted market research and are not aware of statistical data which would
support the perceived benefits of a merger or acquisition transaction for the
owners of a business opportunity.

Our officers and directors will analyze new business opportunities. We intend to
concentrate on identifying preliminary prospective business opportunities which
may be brought to our attention through present affiliations and relationships
of our officers and directors, or by our shareholders. In analyzing prospective
business opportunities, we will consider such matters as:


                                       3

<PAGE>

     o     the available technical, financial and managerial resources;

     o     working capital and other financial requirements; history of
           operations, if any;

     o     prospects for the future, and the nature of present and expected
           competition;

     o     the quality and experience of management services which may be
           available and the depth of that management;

     o     the potential for further research, development, or exploration;

     o     the potential for growth, expansion and profit; and

     o     the perceived public recognition of name identification, products and
           services.

Our officers and directors expect to meet personally with management and key
personnel of the business opportunity as part of their "due diligence"
investigation. To the extent possible, we intend to utilize written reports and
personal investigations to evaluate the above factors. We will not acquire or
merge with any company that cannot provide audited financial statements within a
reasonable period of time after closing of the proposed transaction.

We will rely upon the efforts of our officers, directors and, to a much lesser
extent, the efforts of our shareholders, in accomplishing this business purpose.
We do not anticipate hiring outside consultants or advisors, except for our
legal counsel and accountants. However, if we do retain an outside consultant or
advisor, any cash fee earned by such party will most likely be paid by the
prospective merger/acquisition candidate. As of the date of this report, we do
not have any contracts or agreements with any outside consultants and none are
contemplated.

We will not restrict our search for any specific kind of firms, but may acquire
a venture that is in its preliminary or development stage or is already
operating. It is impossible to predict at this time the status of any business
in which we may become engaged, in that such business may need to seek
additional capital, may desire to have its shares publicly traded, or may seek
other perceived advantages which we offer. Furthermore, we do not intend to seek
capital to finance the operation of any acquired business opportunity until such
time as we have successfully consummated a merger or acquisition. It is
anticipated that we will incur nominal expenses in the implementation of this
business plan.

ACQUISITION OF OPPORTUNITIES

In implementing a structure for a particular business acquisition, we may become
a party to a merger, consolidation, reorganization, joint venture, or licensing
agreement with another corporation or entity. We may also acquire stock or
assets of an existing business. On the consummation of a transaction, it is
probable that our present management and shareholders will no longer be in
control of us. In addition, our directors may, as part of the terms of the
acquisition transaction, resign and be replaced by new directors without a vote
of our shareholders.

It is anticipated that any securities issued in any such reorganization would be
issued in reliance upon an exemption from registration under applicable federal
and state securities laws. In some circumstances, however, as a negotiated
element of its transaction, we may agree to register all or a part of such
securities immediately after the transaction is consummated or at specified
times thereafter. If such registration occurs, of which there can be no
assurance, it will be undertaken by the surviving entity after we have
successfully consummated a merger or acquisition. Until a merger or acquisition
is consummated, we will not attempt to register any additional securities. The
issuance of substantial additional securities and their potential sale into the
trading market may have a depressive effect on the value of our securities.


                                       4

<PAGE>


While the actual terms of a transaction cannot be predicted, it may be expected
that the parties will desire to avoid the creation of a taxable event and
structure the acquisition in a so-called "tax-free" reorganization under
Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order to
obtain tax-free treatment under the Code, it may be necessary for the owners of
the acquired business to own 80% or more of the voting stock of the surviving
entity. In such event, our shareholders would retain 20% or less of the issued
and outstanding shares of the surviving entity, which would result in
significant dilution in the equity of our shareholders.

We will participate in a business opportunity only after the negotiation and
execution of appropriate written agreements. Although the terms of such
agreements cannot be predicted, generally such agreements will require some
specific representations and warranties by all of the parties, will specify
certain events of default, will detail the terms of closing and the conditions
that must be satisfied by each of the parties prior to and after such closing,
will outline the manner of bearing costs, including costs associated with our
attorneys and accountants, will set forth remedies on default and will include
miscellaneous other terms. We will not acquire or merge with any entity that
cannot provide independent audited financial statements within a reasonable
period of time after closing of the proposed transaction. If such audited
financial statements are not available at closing, or within a reasonable time
thereafter, the closing documents will provide that the proposed transaction
will be voidable at our discretion. If the transaction is voided, the agreement
will also contain a provision providing for the acquisition entity to reimburse
us for all costs associated with the proposed transaction.

COMPETITION

We will remain an insignificant participant among the firms which engage in the
acquisition of business opportunities. There are many established venture
capital and financial concerns which have significantly greater financial and
personnel resources and technical expertise than we do. In view of our combined
extremely limited financial resources and limited management availability, we
will continue to be at a significant competitive disadvantage compared to our
competitors.

INVESTMENT COMPANY ACT OF 1940

Although we will be subject to regulation under the Securities Act of 1933, and
the Securities Exchange Act of 1934, we believe we will not be subject to
regulation under the Investment Company Act of 1940. In the event we engage in a
business combination which results in us holding a passive investment interest
in a number of entities, we could be subject to regulation under the Investment
Company Act. In such event, we would be required to register as an investment
company and could be expected to incur significant registration and compliance
costs. We have obtained no formal determination from the Securities and Exchange
Commission as to our status under the Investment Company Act. Consequently, a
violation of such Investment Company Act could subject us to material adverse
consequences.

INVESTMENT ADVISERS ACT OF 1940

Under Section 202(a)(11) of the Investment Advisers Act of 1940, an "investment
adviser" means any person who, for compensation, engages in the business of
advising others, either directly or through publications or writings, as to the
value of securities or as to the advisability of investing in, purchasing, or
selling securities, or who, for compensation and as part of a regular business,
issues or promulgates analyses or reports concerning securities. We will only
seek to locate a suitable merger of acquisition candidate, and do not intend to
engage in the business of advising others in investment matters for a fee or
otherwise.

EMPLOYEES

We have one employee at this time, Mark Moldenhauer, our president. We do not
intend to hire additional employees in the foreseeable future.


                                       5

<PAGE>



ITEM 2.  DESCRIPTION OF PROPERTY.
--------------------------------------------------------------------------------

We do not own properties and at this time have no agreements to acquire any
properties.

Our corporate headquarters are located in Scottsdale, Arizona, where we occupy
approximately 200 square feet under a month-to-month lease. Under the lease, we
pay rent to an affiliate of $500 per month, and we believe our relationship with
our affiliated-landlord is good.


ITEM 3.  LEGAL PROCEEDINGS.
--------------------------------------------------------------------------------

None.


ITEM 4.  SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS.
--------------------------------------------------------------------------------

None.
















                                       6

<PAGE>




                                     PART II

ITEM 5.        MARKET FOR COMMON EQUITY AND RELATED STOCKHOLER MATTERS
--------------------------------------------------------------------------------

Our common stock is traded on the over-the-counter bulletin board ("OTCBB")
under the symbol "CRNC". We were initially cleared for trading on June 29, 1998
under the symbol "BUFK". On June 21, 1999, we changed our symbol to "WKFR" and
traded under that symbol until February 11, 2000, at which we time our symbol
changed to "BCSC". Effective December 18, 2000, we changed our name to Crossnet
Communications, Inc. and our symbol changed to "CRNC". The following table sets
forth the range of high and low closing bid quotations of our common stock for
each fiscal quarter for the last three fiscal years (as adjusted for the reverse
stock split):

                                                 BID OR TRADE PRICES
1999 FISCAL YEAR                            HIGH                      LOW

Quarter Ending 03/31/99..............      $0.000                    $0.000
Quarter Ending 06/30/99..............      $6.500                    $4.438
Quarter Ending 09/30/99..............      $6.375                    $4.750
Quarter Ending 12/31/99..............      $0.000                    $0.000

2000 FISCAL YEAR                            HIGH                      LOW

Quarter Ending 03/31/00..............      $1.875                    $0.125
Quarter Ending 06/30/00..............      $0.250                    $0.060
Quarter Ending 09/30/00..............      $0.080                    $0.040
Quarter Ending 12/31/00..............      $0.200                    $0.040

2001 FISCAL YEAR                             HIGH                      LOW

Quarter Ending 03/31/01..............      $0.250                    $0.094
Quarter Ending 06/30/01..............      $0.094                    $0.080
Quarter Ending 09/30/01..............      $0.080                    $0.080
Quarter Ending 12/31/01..............      $0.080                    $0.050

As of December 31, 2001, there were 121 record holders of our common stock.

On March 18, 2002, the closing price for our common stock on the OTCBB was
$0.06.

The above quotations reflect inter-dealer prices, without retail mark-up,
mark-down, or commission and may not necessarily represent actual transactions.

During the last two fiscal years, no cash dividends have been declared on our
common stock and we do not anticipate that dividends will be paid in the
foreseeable future.



                                       7

<PAGE>


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
--------------------------------------------------------------------------------

BASIS OF PRESENTATION

On September 25, 2000, we entered into a Share Exchange Agreement with the
shareholders of Autovenu, Inc., a Delaware corporation. In accordance with the
share exchange, the former shareholders of Autovenu, Inc. now control us and new
officers and directors were appointed. As a result, the share exchange has been
accounted for as a capital transaction, as if Autovenu, Inc. had issued shares
for consideration equal to our net monetary assets followed by a
recapitalization of our shares of common stock. Consequently, our consolidated
audited statements of loss, stockholders' deficiency and comprehensive loss and
cash flows reflect the results of operations and cash flows of Autovenu, Inc.
for the period from its inception (March 21, 2000) to December 31, 2001,
combined with ours from the recapitalization date of September 25, 2000.

SELECTED FINANCIAL DATA

Our selected financial data for the year ended December 31, 2001 shown below is
derived from our consolidated audited financial statements. The financial data
derived from the statements should be read in conjunction with our consolidated
financial statements and the notes included elsewhere in this report.


    BALANCE SHEET DATA:             DECEMBER 31, 2001

    Current Assets                        $31,028
    Total Assets                          $32,368
    Current Liabilities                  $210,280
    Stockholders' Deficiency            $(177,912)
    Working Capital Deficiency          $(179,252)

    STATEMENT OF LOSS DATA:          MARCH 21, 2000
                                     (INCEPTION) TO          FISCAL YEAR ENDED
                                    DECEMBER 31, 2001        DECEMBER 31, 2001
    Revenues                             $7,275                      $0
    Net Loss                          $(160,411)              $(113,661)
    Net Loss per Share                   $(0.01)                 $(0.01)

OVERVIEW

During the fiscal year ended December 31, 2001, in light of the automobile
market conditions, we decided to abandon the business plan of Autovenu, Inc. We
are now a "shell" company actively seeking merger and acquisition opportunities.
We had a net loss of $160,411 from inception (March 21, 2000) through December
31, 2001, and a stockholders' deficiency of $177,912 at December 31, 2001. We
had a working capital deficiency of $179,252 at December 31, 2001. These factors
raise substantial doubt about our ability to continue as a going concern. The
auditors' report with respect to our financial statements for the fiscal year
ended December 31, 2001 includes an additional explanatory paragraph on these
conditions that raise substantial doubt about our ability to continue as a going
concern. The consolidated financial statements and the financial information set
out herein do not include any adjustments that might result from the outcome of
this uncertainty. We have limited operations and require additional financing.
Our previous capital needs have been met by equity offerings and loans from
related parties.



                                       8
<PAGE>

REVENUES

We incurred a net loss of $113,661 for the fiscal year ended December 31, 2001.
Our only source of income was interest income of $3,096. We did not generate any
revenues and, since we abandoned the business plan of Autovenu, Inc., we do not
expect to generate any revenues in the foreseeable future.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

We incurred expenses of $116,757 for the fiscal year ended December 31, 2001, as
compared to $56,330 for the period from inception to December 31, 2000. The
expenses for the year ended 2001 increased due to business being conducted for a
full fiscal year and increases in interest expense ($23,400 as compared to
$10,205); professional fees ($41,108 as compared to $20,221); and salaries and
benefits ($33,356 as compared to $13,217). Website development costs which were
incurred in the planning stages were expensed when incurred. The costs of
application and infrastructure development which were incurred subsequent to the
project stage, and that have received management's approval for further
development, are capitalized and amortized on the straight-line method over
their estimated useful life, which is estimated to be three years. During the
year ended December 31, 2001, we discontinued our websites and wrote off the
remaining unamortized balance. At December 31, 2001, capitalized website
development costs were $9,025 and accumulated amortization was $9,025.

LIQUIDITY AND FINANCIAL CONDITION

The cash requirements of funding our operations and acquisitions have exceeded
cash flows from operations. We have satisfied our capital needs primarily
through debt and equity financing. For the period since inception, the statement
of cash flows reflects cash used in operating activities of $148,291, which was
offset by cash provided by financing activities of $191,741. At December 31,
2001, we had cash of $31,028 and a working capital deficit of $179,252.
Substantially all of our liabilities consist of advances from related parties.
Since we have no revenues, our cash will be depleted by operating expenses and
we will be dependent upon external sources of cash. If we cannot acquire, or be
acquired by, an entity actively engaged in a business that generates revenues,
we will have to curtail operations.

PLAN OF OPERATION

ACQUISITION AND MERGER DIVISION

During the next twelve months, we will seek to acquire assets or shares of an
entity actively engaged in a business that generates revenues. We have not
identified a particular acquisition target and have not entered into any
negotiations regarding an acquisition. Nor have we identified any entity wishing
to utilize the public market place to raise additional capital. We intend to
contact investment bankers, corporate financial analysts, attorneys and other
investment industry professionals through various media. As of March 19, 2002,
we have not engaged in any material contacts or discussions with any
representative of a prospective business opportunity.

Depending upon the nature of the relevant business opportunity and the
applicable state statutes governing the manner in which the transaction is
structured, our board of directors expects that we will provide our shareholders
with complete disclosure documentation concerning a potential business
opportunity and the structure of the proposed acquisition prior to consummation.
The disclosure is expected to be in the form of a proxy, information statement
or report. While such disclosure may include audited financial statements of a
target entity, there is no assurance that audited financial statements will be
available. We intend to obtain certain assurances of value of the target
entity's assets prior to consummating a transaction, with further assurances
that audited financial statements will be provided within sixty days after
closing. Closing documents will include representations that the value of the
assets conveyed to or otherwise transferred will not materially differ from the
representations included in the closing documents, or the transaction will be
voidable.

We do not expect to purchase any significant equipment during the next twelve
months, nor do we expect to hire additional employees during that period. We
expect to finance our objectives from related party loans.


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<PAGE>

ITEM 7.  FINANCIAL STATEMENTS.
--------------------------------------------------------------------------------

Please refer to the pages beginning with F-1.


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

None.

                                    PART III

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

DIRECTORS AND EXECUTIVE OFFICERS

Our officers and directors are:

     NAME                   AGE              TITLE(S)

     Mark Moldenhauer        48              President, Secretary and Director
                                             since September 2000

     Jules Wurzel            76              Treasurer and Director since
                                             September 2000

Our directors are elected by the shareholders and our officers are appointed
annually by our board of directors. Vacancies in our board are filed by the
board itself. Our officers and directors devote their time to us on an "as
needed" basis, which, depending on the circumstances, could amount to as little
as two hours per month. We anticipate a time commitment between five to ten
hours per month. Set forth below are brief descriptions of the recent employment
and business experience of our officers and directors.

MARK MOLDENHAUER, PRESIDENT, SECRETARY AND DIRECTOR. Since 1986, Mr. Moldenhauer
has been engaged in the business of arranging public and private mergers,
acquisitions, and the placement of equity and debt financing through his firm,
MRM Consultants. In connection with rendering those consulting services, he has
previously served as a director of numerous public and private companies. From
1997 to 1999, Mr. Moldenhauer was a founder and treasurer of
Autotradecenter.com, Inc., a leading provider of Internet related automotive
disposition technology. Mr. Moldenhauer was involved in management consulting
services from 1980 to 1985 through Ball Management. From 1978 to 1980, he was a
tax specialist for the Adolph Coors Company in Golden, Colorado, and from 1976
to 1978, he worked as an auditor for the national accounting firm then known as
Peat, Marwick, Mitchell & Co. He received a master's degree in accounting from
the University of Arkansas in 1976.

JULES WURZEL, TREASURER AND DIRECTOR. Mr. Wurzel has been retired since 1975. In
1961, he founded Ad Industries, Inc., a company located in New York, New York
which engaged in advertising and production of promotional products. In 1966,
Mr. Wurzel started a branch of Ad Industries in Denver, Colorado. At one point,
Mr. Wurzel was responsible for over 28 salesmen located in New York and
Colorado. Mr. Wurzel sold Ad Industries, Inc. in 1975. Mr. Wurzel has been a
director of several different companies. Mr. Wurzel attended classes at the
University of Arizona and City College of New York, but did not receive a
degree.


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<PAGE>

CONFLICTS OF INTEREST

Our officers and directors are associated with other firms involved in a range
of business activities. Consequently, there are potential inherent conflicts of
interest in their acting as our officers and directors. Insofar as our officers
and directors are engaged in other business activities, we anticipate they will
devote only a minor amount of time to our affairs.

Our officers and directors are now and may in the future become shareholders,
officers or directors of other companies which may be formed for the purpose of
engaging in business activities similar to those conducted by us. Accordingly,
additional direct conflicts of interest may arise in the future with respect to
such individuals acting on our behalf or other entities. Moreover, additional
conflicts of interest may arise with respect to opportunities which come to the
attention of such individuals in the performance of their duties or otherwise.
We do not currently have a right of first refusal pertaining to opportunities
that come to our attention insofar as such opportunities may relate to our
business operations.

Our officers and directors are subject to the restriction that all opportunities
contemplated by us which come to their attention, either in the performance of
their duties or in any other manner, will be considered opportunities of, and be
made available to us and the companies that they are affiliated with on an equal
basis. A breach of this requirement will be a breach of the fiduciary duties of
the officer or director. If we or the companies in which the officers and
directors are affiliated with both desire to take advantage of an opportunity,
then said officers and directors would abstain from negotiating and voting upon
the opportunity. However, all directors may still individually take advantage of
opportunities if we should decline to do so. Except as set forth above, we have
not adopted any other conflict of interest policy with respect to such
transactions.

We do not have any standing audit, nominating, or compensation committees of our
board of directors.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our officers and
directors, and persons who own more than 10% of a registered class of our equity
securities, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission. Officers, directors and greater than 10%
percent shareholders are required by SEC regulation to furnish us with copies of
all Section 16(a) forms they file. To the best of our knowledge, Mark
Moldenhauer and Jules Wurzel have complied with their requirements for the
fiscal year ended December 31, 2001. As a result of the Share Exchange Agreement
dated September 25, 2000, Nicholas Miller was required to file a Form 5. To the
best of our knowledge, Mr. Miller did not file the document.


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<PAGE>


ITEM 10. EXECUTIVE COMPENSATION.
--------------------------------------------------------------------------------

The following table sets forth the remuneration for our officers and directors
for period from inception (March 21, 2000) through December 31, 2001:

<TABLE>
<CAPTION>
                                                                       LONG TERM COMPENSATION

                               ANNUAL COMPENSATION                     AWARDS                   PAYOUTS

                                                           OTHER       RESTRICTED  SECURITIES
                                                           ANNUAL      STOCK       UNDERLYING                ALL OTHER
NAME AND                                                   COMPEN-     AWARD(S)    OPTIONS  /   LTIP         COMPEN-
PRINCIPAL POSITION     YEAR   SALARY($)        BONUS($)    SATION ($)  ($)         SARS ($)     PAYOUTS ($)  SATION ($)
<S>                    <C>    <C>              <C>         <C>         <C>         <C>          <C>          <C>

Mark Moldenhauer       2001   $30,000(1)<F1>    -0-        -0-         -0-         -0-          -0-          -0-
President, Chief       2000   $10,000(1)<F1>    -0-        -0-         -0-         -0-          -0-          -0-
Executive Officer,
Secretary and
Director

Jules Wurzel,          2001   -0-               -0-        -0-         -0-         -0-          -0-          -0-
Treasurer and          2000   -0-               -0-        -0-         -0-         -0-          -0-          -0-
Director

Nicholas Miller,       2000   -0-               -0-        -0-         -0-         -0-          -0-          -0-
former CEO

<FN>
(1)<F1>  Under an oral agreement effective September 1, 2000, Mr. Moldenhauer
         receives $2,500 per month for his services as President of Autovenu,
         Inc. The agreement is a month-to-month agreement.
</FN>

</TABLE>

Other than the above, we do not pay monetary compensation to our officers and
directors, nor do we compensate our directors for attendance at meetings. We do
reimburse our officers and directors for reasonable expenses incurred during the
course of their performance. There are no employment agreements with any of our
executive officers, and we have no long-term incentive or medical reimbursement
plans. We anticipate some form of incentive-based monetary compensation in the
future.

STOCK OPTION PLANS

In June 1999, we established a stock option plan. Under the plan, our board of
directors may from time to time grant up to 1,375,840 options to purchase share
of our common stock. The options may be granted to our officers, directors,
employees and consultants. Options were granted to employees of Workfire-Nevada,
which at the time was our subsidiary. As a result of the share distribution,
these employees ceased to be our employees and the options issued were
terminated in accordance with the plan. There are no options outstanding as of
March 19, 2002.


                                       12
<PAGE>


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT.
--------------------------------------------------------------------------------

The following table sets forth information, as of March 19, 2002, with respect
to the beneficial ownership of our common stock by each person known by us to be
the beneficial owner of more than five percent of the outstanding common stock
and by our directors and officers, both individually and as a group:

                                        SHARES OWNED
NAME AND ADDRESS OF                     BENEFICIALLY
BENEFICIAL OWNER                        AND OF RECORD       PERCENT OF CLASS (1)

Mark Moldenhauer                        25,462,121(2)       91.0%
14500 N. Northsight Blvd. Suite 213
Scottsdale, Arizona 85260

Jules Lee Wurzel                        287,908              1.0%
3100 South Monroe
Denver, Colorado 80210

Officers and directors as a group       25,750,029(2)       92.0%
(2 persons)

-----------------
(1)      Where persons listed on this table have the right to obtain additional
         shares of common stock through the conversion of convertible securities
         within 60 days from the date of this report, these additional shares
         are deemed to be outstanding for the purpose of computing the
         percentage of common stock owned by such persons, but are not deemed to
         be outstanding for the purpose of computing the percentage owned by any
         other person. Percentages are based on 28,092,181 shares of common
         stock outstanding as of March 19, 2002.

(2)      This amount does not reflect the shares of our common stock which Mr.
         Moldenhauer may receive if he converts the promissory note in amount of
         $195,000 dated December 25, 2001. The promissory note is convertible
         into our shares of our common stock at the lesser of (1) $0.06 per
         share or (2) the ten previous days average bid price of our common
         stock as of the date of conversion.

CHANGES OF CONTROL

A business combination involving the issuance of our common stock may result in
shareholders of a private company obtaining a controlling interest in us. Any
such business combination may require our current shareholders to sell or
transfer all or a portion of their common stock. The resulting change in control
could result in removal of the current officers and directors, and a
corresponding reduction in or elimination of their participation in our future
affairs.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
--------------------------------------------------------------------------------

(a)      At December 31, 2000, we owed Workfire.com, a former subsidiary,
         $11,359 for operating advances. We have subsequently paid Workfire.com.


                                       13

<PAGE>

(b)      Since June 2000, we have occupied offices from a company owned and
         controlled by Mark Moldenhauer. Under our agreement, we pay Pinnacle
         Financial Corp. $500 per month for rent. During the fiscal year ended
         December 31, 2001, we paid or accrued rental payments totaling $6,000.

(c)      On July 24, 2000, we entered into a $195,000 promissory note with Mark
         Moldenhauer. Under the terms of the note, the principal beared interest
         at the rate of 12% per annum and we agreed to pay Mr. Moldenhauer
         interest payments on the 24th day of each month. The principal balance
         of the note was due on January 24, 2001. In January 2001, we agreed to
         revise the terms of the note to make it convertible, at Mr.
         Moldenhauer's sole option, into shares of our common stock at the
         lesser of (1) $0.06 per share or (2) the ten previous days' average bid
         price of our common stock as of the date of conversion. On December 25,
         2001, we agreed with Mr. Moldenhauer to extend the payment from July
         24, 2001 to July 24, 2002. The revised note is dated December 25, 2001.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
--------------------------------------------------------------------------------

(A)      EXHIBITS:

REGULATION                                                           CONSECUTIVE
S-B NUMBER                      EXHIBIT                              PAGE NUMBER

2.1           Share Exchange Agreement between BCS Investment
              Corporation and the shareholders of Autovenu, Inc.,
              dated September 25, 2000 (3)                                N/A

3.1           Articles of Amendment to Articles of Incorporation (4)      N/A

3.2           Bylaws (1)                                                  N/A

4.1           Warrant Agent Agreement (1)                                 N/A

4.2           Specimen Class A Warrant Certificate (1)                    N/A

4.3           Specimen Class B Warrant Certificate (1)                    N/A

4.4           Stock Option Plan (2)                                       N/A

10.1          Promissory Note dated July 24, 2000, and amended
              January 24, 2001 (4)                                        N/A

10.2          Real Estate Lease dated May 1, 2000 (4)                     N/A

10.3          Agreement with PublicCarAuctions.com Inc. dated
              July 25, 2000 (4)                                           N/A

10.4          Promissory Note dated December 25, 2001                     30

11            Statement Re: Computation of Per Share Earnings      See Financial
                                                                   Statements

99.1          Reorganization and Stock Purchase Agreement (4)             N/A

--------------------------
(1)    Incorporated by reference from the Registration Statement on Form 10-SB
       filed with the Securities and Exchange Commission on March 4, 1998.



                                       14

<PAGE>

(2)    Incorporated by referenced from the Annual Report on Form 10-KSB for the
       fiscal year ended December 31, 1999.

(3)    Incorporated by referenced from the Current Report on Form-8-K filed
       with the Securities and Exchange Commission dated October 5, 2000.

(4)    Incorporated by reference from the Annual Report on Form 10-KSB for the
       fiscal year ended December 31, 2000.

(B)    THE FOLLOWING REPORTS ON FORM 8-K WERE FILED DURING THE LAST QUARTER OF
       THE FISCAL YEAR ENDED DECEMBER 31, 2001:

       None.



















                                       15
<PAGE>


                                   SIGNATURES

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

                                    CROSSNET COMMUNICATIONS, INC.



Dated:  March 19, 2002              By:  /s/ Mark Moldenhauer
       ----------------                -----------------------------------------
                                          Mark Moldenhauer, 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.

SIGNATURE                     TITLE                                  DATE

                              President, Secretary and Director
/s/ Mark Moldenhauer          (Principal Executive Officer)       March 19, 2002
-----------------------------                                     --------------
Mark Moldenhauer


                              Treasurer and Director
                              (Principal Financial and
/s/ Jules Wurzel              Accounting Officer)                 March 19, 2002
-----------------------------                                     --------------
Jules Wurzel




                                       16


<PAGE>











                        Consolidated Financial Statements of

                        CROSSNET COMMUNICATIONS INC.

                        (A Development Stage Enterprise)

                        December 31, 2001














                                      F-1

<PAGE>




AUDITORS' REPORT TO THE STOCKHOLDERS


We have  audited  the  accompanying  consolidated  balance  sheets  of  Crossnet
Communications Inc. (a development stage enterprise) as at December 31, 2001 and
2000, and the related consolidated statements of loss,  stockholders' deficiency
and  comprehensive  loss  and  cash  flows  for  the  years  then  ended.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United States of  America.  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  audits  provide  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 Crossnet Communications Inc. as
at  December 31, 2001  and 2000, and  the results of its operations and its cash
flows  for the  years  then  ended  in  conformity  with  accounting  principles
generally accepted in the United States of America.

The accompanying  consolidated financial  statements have been prepared assuming
that the Company will continue  as a going concern. As discussed in note 2(a) to
the consolidated  financial statements,  the Company  has incurred  a loss since
inception and has  a working  capital  deficiency  that raise  substantial doubt
about its  ability to  continue as a going concern. Management's plans in regard
to these matters  are also discussed  in note 2(a).  The consolidated  financial
statements do not include any adjustments that might result from  the outcome of
this uncertainty.





SIGNED "KPMG LLP"

Kelowna, Canada

February 20, 2002



                                      F-2


<PAGE>


CROSSNET COMMUNICATIONS INC.
(A Development Stage Enterprise)
Consolidated Balance Sheets

$ United States

December 31, 2001 and 2000

<TABLE>
<CAPTION>
===============================================================================================================
                                                                                     2001                 2000
---------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>                <C>

ASSETS

Current assets
     Cash                                                                          31,028           $  151,996
     Accounts receivable                                                               -                   500
     ----------------------------------------------------------------------------------------------------------
                                                                                   31,028              152,496

Fixed assets (note 4)                                                               1,340                2,490

Website development (note 5)                                                           -                 6,486

---------------------------------------------------------------------------------------------------------------
                                                                                   32,368           $  161,472
===============================================================================================================

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities
     Accounts payable and accrued liabilities                                      15,280           $   19,364
     Note payable to stockholder (note 6)                                         195,000              195,000
     Due to related party                                                              -                11,359
     ----------------------------------------------------------------------------------------------------------
                                                                                  210,280              225,723

Stockholders' deficiency
     Capital stock (note 7):
           100,000,000  voting common shares, without par value
                        authorized, 28,092,181 issued
                        (2000 - 10,000,021)                                         8,152                8,151
            10,000,000  non-voting preferred shares without par
                        value, issuable in series authorized,
                        nil (2000 - 1,809,216) Series A convertible
                        preferred shares, convertible into 10 common
                        shares per preferred share, issued                             -                     1

     Deficit accumulated during the development stage                            (186,064)             (72,403)
     ----------------------------------------------------------------------------------------------------------
                                                                                 (177,912)             (64,251)

---------------------------------------------------------------------------------------------------------------
                                                                                   32,368           $  161,472
===============================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

On behalf of the Board:

______________________     Director

______________________     Director

                                      F-3

<PAGE>


CROSSNET COMMUNICATIONS INC.
(A Development Stage Enterprise)
Consolidated Statement of Loss

$ United States

<TABLE>
<CAPTION>
===============================================================================================================
                                                       From Inception                           From inception
                                                     (March 21, 2000)          Year ended     (March 21, 2000)
                                                      to December 31,        December 31,      to December 31,
                                                                 2001                2001                 2000
---------------------------------------------------------------------------------------------------------------
<S>                                                     <C>                  <C>                 <C>

Website maintenance fees                                        7,275                  -         $       7,275

Expenses
     Amortization of fixed assets                               2,107               1,150                  957
     Amortization and write-off of website
       development costs                                        9,025               7,986                1,039
     Consulting fees                                            5,000                   -                5,000
     Interest                                                  33,605              23,400               10,205
     Internet hosting                                             565                 134                  431
     Office and administrative                                  2,369               1,517                  852
     Professional fees                                         61,329              41,108               20,221
     Rent                                                       8,500               6,000                2,500
     Salaries and benefits                                     46,573              33,356               13,217
     Transfer agent fees                                        4,014               2,106                1,908
     ----------------------------------------------------------------------------------------------------------
                                                              173,087             116,757               56,330

---------------------------------------------------------------------------------------------------------------
Loss before interest income                                  (165,812)           (116,757)             (49,055)

Interest income                                                 5,401               3,096                2,305

---------------------------------------------------------------------------------------------------------------
Loss                                                    $    (160,411)           (113,661)       $     (46,750)
===============================================================================================================

Weighted average number of common
   shares outstanding, basic and diluted                   10,884,641          15,024,385            5,582,863

Loss per share, basic and diluted                       $       (0.01)       $      (0.01)       $       (0.01)
===============================================================================================================
</TABLE>


See accompanying notes to consolidated financial statements.




                                      F-4

<PAGE>

CROSSNET COMMUNICATIONS INC.
(A Development Stage Enterprise)
Consolidated Statement of Stockholders' Deficiency and Comprehensive Loss

$ United States

Year ended December 31, 2001 and period from inception on March 21, 2000 to
December 31, 2000

<TABLE>
<CAPTION>
====================================================================================================================
                                                                                           Deficit
                                                                                       Accumulated
                                                           Series A Convertible         during the             Total
                                      Common Stock            Preferred Stock          development     Stockholders'
                                   Shares       Amount       Shares       Amount             stage        Deficiency
---------------------------------------------------------------------------------------------------------------------
<S>                            <C>           <C>         <C>           <C>            <C>              <C>

Shares issued for cash
  on March 23, 2000
  (note 7(a))                     607,448    $     100      127,860    $       -      $          -     $         100
Shares issued for software
  on May 15, 2000
  (note 7(a))                     303,724           50       63,930            -                 -                50
Shares issued for cash
  on July 26, 2000
  (note 7(a))                   7,593,103        5,000    1,598,247            -                 -             5,000
Shares issued for cash
  on August 6, 2000
  (note 7(a))                      91,117        3,000       19,179            -                 -             3,000
---------------------------------------------------------------------------------------------------------------------
                                8,595,392        8,150    1,809,216            -                 -             8,150
Shares held by BCS
  stockholders prior to
  recapitalization
  transaction (note 3)          1,404,629            1          -              1           (25,653)          (25,651)
---------------------------------------------------------------------------------------------------------------------
                               10,000,021        8,151    1,809,216            1           (25,653)          (17,501)
Comprehensive loss:
  Loss                                  -            -            -            -           (46,750)          (46,750)
---------------------------------------------------------------------------------------------------------------------
Balance,
  December 31, 2000            10,000,021        8,151    1,809,216            1           (72,403)          (64,251)

Common shares issued
  on conversion of
  preferred shares on
  September 20, 2001
  (note 7 (c))                 17,452,860            1   (1,745,286)          (1)                -                 -

Common shares issued
  on conversion of
  preferred shares on
  October 8, 2001
  (note 7(c))                     639,300            -      (63,930)           -                 -                 -
---------------------------------------------------------------------------------------------------------------------
                               28,092,181        8,152            -            -           (72,403)          (64,251)

Comprehensive loss:
  Loss                                  -            -            -            -          (113,661)         (113,661)
---------------------------------------------------------------------------------------------------------------------
Balance,
  December 31, 2001            28,092,181    $   8,152            -    $       -      $   (186,064)    $    (177,912)
---------------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to consolidated financial statements.


                                      F-5

<PAGE>


CROSSNET COMMUNICATIONS INC.
(A Development Stage Enterprise)
Consolidated Statement of Cash Flows

$ United States

<TABLE>
<CAPTION>
===============================================================================================================
                                                       From Inception                           From inception
                                                     (March 21, 2000)          Year ended     (March 21, 2000)
                                                      to December 31,        December 31,      to December 31,
                                                                 2001                2001                 2000
---------------------------------------------------------------------------------------------------------------
<S>                                                    <C>                  <C>                  <C>

Cash provided by (used in):

Operations:
     Loss                                              $     (160,411)      $    (113,661)       $     (46,750)
     Item not involving cash:
         Amortization and write-off of web
           development costs                                   11,132               9,136                1,996
     Changes in non-cash working capital:
         Accounts receivable                                       -                  500                 (500)
         Accounts payable and accrued liabilities                 988              (4,084)               5,072
     ----------------------------------------------------------------------------------------------------------
                                                             (148,291)           (108,109)             (40,182)

Investments:
     Expenditures on fixed assets                              (3,447)                 -                (3,447)
     Website development costs                                 (8,975)             (1,500)              (7,475)
     ----------------------------------------------------------------------------------------------------------
                                                              (12,422)             (1,500)             (10,922)
Financing:
     Note payable to stockholder                              195,000                  -               195,000
     Repayment of due to related party                        (11,359)            (11,359)                  -
     Issue of common shares for cash                            8,100                  -                 8,100
     ----------------------------------------------------------------------------------------------------------
                                                              191,741             (11,359)             203,100


---------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash                                    31,028            (120,968)             151,996

Cash, beginning of period                                          -              151,996                   -

---------------------------------------------------------------------------------------------------------------
Cash, end of period                                    $       31,028       $      31,028        $     151,996
===============================================================================================================

Supplementary information
  Interest paid                                        $       27,755       $      27,755        $          -
  Income taxes paid                                    $           -        $          -         $          -
===============================================================================================================

Non-cash financing activities
  Common shares issued for website software            $           50       $          -         $          50
  Common shares issued upon share exchange             $            1       $          -         $           1
  Preferred shares issued upon share exchange          $            1       $          -         $           1
  Liabilities assumed on business combination          $      (25,651)      $          -         $     (25,651)
===============================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

                                      F-6

<PAGE>


CROSSNET COMMUNICATIONS INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

$ United States

Year ended December 31, 2001 and period from inception on March 21, 2000 to
December 31, 2000

================================================================================

1.   BASIS OF PRESENTATION:

     Crossnet  Communications  Inc. (the "Company")  was incorporated  under the
     name of  Buffalo Capital VII, Ltd. ("BC7") on  September 19, 1997 under the
     laws  of the state  of Colorado.  The Company formally  changed its name to
     Workfire.com, Inc. on  July 12, 1999.  During 1999, the Company's principal
     business activity, carried  on through its former subsidiary, Workfire.com,
     was the  development of  software to deliver  extended internet services to
     internet users. On November 12, 1999, the Company distributed its shares of
     Workfire.com on a pro rata basis to its stockholders of record on that date
     and became a shell company  with no active operations.  On February 7, 2000
     the name of the Company was changed to BCS Investment Corporation ("BCS").

     Effective  September 25, 2000, the Company acquired 100% of the outstanding
     common  shares of Autovenu, Inc.  ("Autovenu").  As  Autovenu  stockholders
     obtained  control of the  Company through  the exchange  of their shares of
     Autovenu  for shares  of the Company, the  acquisition of Autovenu has been
     accounted  for in  these  consolidated  financial  statements as  a capital
     transaction, effectively as if Autovenu had issued shares for consideration
     equal to the net monetary assets of BCS  followed by a  recapitalization of
     the Company's common shares.  As  BCS had a net monetary deficiency at that
     date, the  excess has been charged  directly to deficit.  Consequently, the
     consolidated statements of loss, stockholders' deficiency and comprehensive
     loss and  cash flows  reflect the  results of operations  and cash flows of
     Autovenu, for the period from  incorporation of Autovenu  on March 21, 2000
     to  December 31, 2001,  combined with those  of the legal parent, BCS, from
     the  recapitalization   date,  September  25,  2000,  in  accordance   with
     accounting principles generally accepted in the United States of America.

     Effective,  December 18, 2000,  the  Company  changed  its name to Crossnet
     Communications Inc.

     The  Company's  principle  business activities  include the development and
     marketing  of  software  applications  targeted  at   specific business-to-
     business e-commerce industries.  To December 31, 2001, it has not generated
     significant  revenues  and  is  continuing  to develop  its business model.
     Accordingly,  the  Company  is  in  the  development  stage  for  financial
     reporting purposes.

2.   SIGNIFICANT ACCOUNTING POLICIES:

     a)  Going concern

         These  financial  statements have  been  prepared on  the going concern
         basis,  which  assumes  the  realization of  assets and  liquidation of
         liabilities  in  the  normal  course  of  business.  As  shown  in  the
         consolidated financial statements, the Company has incurred  a loss for
         the period since inception of $160,411, and at  December 31, 2001 has a
         working  capital  deficiency  of $179,252.  Management plans to rely on
         continued  financial  support from  its majority  stockholder,  and  to
         actively seek merger and acquisition opportunities with businesses that
         may have applications directly related to the internet.


                                      F-7


<PAGE>


CROSSNET COMMUNICATIONS INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

$ United States

Year ended December 31, 2001 and period from inception on March 21, 2000 to
December 31, 2000

================================================================================

2.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

     b)  Basis of consolidation

         These  financial  statements  have  been  prepared  in accordance  with
         accounting  principles  generally  accepted in  the  United  States  of
         America  and include  the accounts  of the Company and its wholly-owned
         subsidiary,  Autovenu, Inc.   All  material  intercompany  balances and
         transactions have been eliminated.

     c)  Use of estimates

         The  preparation of  financial statements  in conformity with generally
         accepted  accounting  principles requires management  to make estimates
         and  assumptions  that  affect  the  reported  amounts  of  assets  and
         liabilities and disclosures 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.

     d)  Financial instruments

         The fair  values of cash, accounts  receivable and accounts payable and
         accrued  liabilities  approximate  their  carrying  values  due  to the
         relatively short periods  to maturity  of these  instruments.  The fair
         value  of the  note payable  to stockholder  approximates its  carrying
         value as the instrument bears a market rate of interest. The fair value
         of the amount due to  related party in 2000  approximated its  carrying
         value as  the amount was settled  at its carrying value during the year
         ended  December  31,  2001.  The  maximum credit  risk exposure for all
         financial assets is the carrying amount of that asset.

     e)  Fixed assets

         Fixed  assets are  stated at cost.  The carrying values of fixed assets
         are  reviewed  on  a  regular  basis  for  the  existence of  facts and
         circumstances  both  internally   and  externally,  that  may   suggest
         impairment.   To  date,  no   such  impairment   has  been   indicated.
         Amortization is provided on a straight line  basis using an annual rate
         of  33% which  is  intended to  amortize the  cost of assets over their
         estimated useful life.

     f)  Website development

         Website  development costs incurred in  the planning stage are expensed
         as incurred.  The costs of  application and  infrastructure development
         incurred  subsequent to  the preliminary  project stage,  and that have
         received management approval  for further  development, are capitalized
         and  amortized on  the straight-line method over their estimated useful
         life (estimated  to  be three years).  Once  the website  is developed,
         operating costs are expensed as incurred.


                                      F-8
<PAGE>


CROSSNET COMMUNICATIONS INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

$ United States

Year ended December 31, 2001 and period from inception on March 21, 2000 to
December 31, 2000

================================================================================

2.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

     g)  Revenue recognition

         The  Company recognizes  website  maintenance revenues ratably over the
         contract period.

     h)  Income taxes

         The  Company  accounts  for income  taxes by  the  asset and  liability
         method. Under the asset and liability  method, deferred tax  assets and
         liabilities are recognized for the future tax consequences attributable
         to differences  between  the financial  statement  carrying  amounts of
         existing  assets  and  liabilities and  their respective tax bases, and
         operating loss  and  tax credit carryforwards.  Deferred tax assets and
         liabilities are measured using  enacted tax rates expected  to apply to
         taxable income in the  years in which those  temporary differences  are
         expected  to be recovered or settled. The effect on deferred tax assets
         and liabilities of a change in tax rates is recognized in income in the
         period that  includes the enactment date.  When it is not considered to
         be more likely than not that a deferred tax asset  will be  realized, a
         valuation allowance is provided for the excess.

         Although  the   Company   has  consolidated   loss   carryforwards   of
         approximately  $164,000  available, no amount has been reflected on the
         balance  sheet for  deferred  income taxes  as any deferred  income tax
         asset has been fully offset by a valuation allowance.

     i)  Loss per share

         Basic  loss per  share has been calculated by dividing income available
         to common shareholders  by the weighted average number of common shares
         outstanding during the period.  Income available to common shareholders
         excludes  dividends  declared  and  cumulative  dividends on  preferred
         shares, if  any.  In  calculating  diluted loss per  share, the Company
         considers  the  dilutive  effect  of  assuming  the full  conversion of
         convertible  preferred  shares  (note 7) and  convertible notes payable
         (note 6).  However, as  the Company  has a loss in  each of the periods
         presented,  all such  securities are  anti-dilutive and therefore basic
         and diluted loss per share are the same.

     j)  Stock option plan

         The  Company has  reserved 1,375,840  common shares for issuance to key
         employees, officers, consultants and  directors  pursuant to  its Stock
         Option  Plan.  This amount is to be adjusted annually to be the greater
         of 9% of the outstanding common stock of the Company outstanding at the
         end of the immediately preceding fiscal year, or 1,375,840.  Unless the
         option agreement executed by an optionee  expressly otherwise provides,
         no portion  of the options  granted can be exercised until three months
         after  the  grant  date.  Options  granted  pursuant  to  the Plan have
         exercise prices no lower than 85% of the market  price of the Company's
         common stock at the date of grant.  All options granted pursuant to the
         Plan have  exercise periods  as determined by  the Board at the time of
         grant that do not exceed 10 years.


                                      F-9
<PAGE>


CROSSNET COMMUNICATIONS INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

$ United States

Year ended December 31, 2001 and period from inception on March 21, 2000 to
December 31, 2000

================================================================================

2.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

     j)  Stock option plan (continued)

         The Company  applies APB Opinion No. 25 in accounting for stock options
         granted to employees  whereby compensation cost is recorded only to the
         extent that the  market price exceeds the exercise price at the date of
         grant. Options granted to non-employees are accounted for at their fair
         value at the date the related services are provided.

         No  options  have  been  granted  under  the  Plan for the  period from
         inception on March 21, 2000 to December 31, 2001.

     k)  Recent accounting pronouncements

         In  August  2001,  the  Financial  Accounting  Standards  Board  issued
         statement   of   Financial   Accounting  Standards  No. 141,  "Business
         Combinations"  ("SFAS 141")  and  Statement  of  Financial   Accounting
         Standards No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142").
         SFAS 141 requires all business  combinations to be  accounted for using
         the  purchase  method of  accounting and  is effective for all business
         combinations initiated  after  June 30, 2001.  The adoption of SFAS 141
         did  not have  a  material effect on the Company's operating results or
         financial condition.  SFAS 142 changes the accounting for goodwill from
         the amortization  method to an annual impairment  test and is effective
         prospectively for fiscal years beginning after December 15, 2001. Under
         this standard, the  Company  will be  required  to perform  an  initial
         benchmark test of goodwill impairment within six months of adoption and
         subsequent  annual  impairment  tests  at  the  reporting  unit  level.
         Adoption of SFAS 142 is not expected to materially impact the Company's
         operating results or financial condition.

3.   RECAPITALIZATION TRANSACTION:

         Effective   September  25,  2000,  Autovenu  and  BCS executed  a share
         exchange agreement. BCS issued 8,595,392, post reverse stock split (see
         note 7(b)), common shares and 1,809,216 Series A  convertible preferred
         shares to the stockholders of  Autovenu in consideration for all of the
         issued  and outstanding  common  shares of  Autovenu  on  the basis  of
         303.7241 common shares and  6.393 convertible  preferred shares of  BCS
         for  every  common  share of Autovenu.  As the  former  stockholders of
         Autovenu obtained control of  the Company  through the  share exchange,
         this transaction  has been accounted  for in these financial statements
         as a recapitalization of Autovenu.


                                      F-10
<PAGE>


CROSSNET COMMUNICATIONS INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

$ United States

Year ended December 31, 2001 and period from inception on March 21, 2000 to
December 31, 2000

================================================================================

3.   RECAPITALIZATION TRANSACTION (CONTINUED):

     Under  recapitalization accounting,  Autovenu is  considered to have issued
     shares for consideration  equal to the net  monetary assets of BCS with the
     results of BCS operations included in the consolidated financial statements
     from the date of acquisition. The acquisition details are as follows:

     Net deficiency assumed:
       Accounts payable                                           $     (14,292)
       Due to related party                                             (11,359)
     ---------------------------------------------------------------------------
                                                                        (25,651)
     ===========================================================================

     Consideration given for net deficiency assumed:
       8,595,392 common shares issued                                         1
       1,809,216 Series A convertible preferred shares issued                 1
       Charge to deficit                                                (25,653)
     ---------------------------------------------------------------------------
                                                                  $     (25,651)
     ===========================================================================


4.   FIXED ASSETS:
     2001
     ===========================================================================
                                       Cost        Accumulated          Net book
                                                  amortization             value
     ---------------------------------------------------------------------------

     Computer equipment             $ 3,447            $ 2,107           $ 1,340
     ===========================================================================

     2000
     ===========================================================================
                                       Cost        Accumulated          Net book
                                                  amortization             value
     ---------------------------------------------------------------------------

     Computer equipment             $ 3,447             $  957           $ 2,490
     ===========================================================================


                                      F-11

<PAGE>


CROSSNET COMMUNICATIONS INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

$ United States

Year ended December 31, 2001 and period from inception on March 21, 2000 to
December 31, 2000

================================================================================

5.   WEBSITE DEVELOPMENT:
     2001
     ===========================================================================
                                       Cost        Accumulated          Net book
                                                  amortization             value
     ---------------------------------------------------------------------------

     Websites                       $ 9,025           $  9,025           $     -
     ===========================================================================

     2000
     ===========================================================================
                                       Cost        Accumulated          Net book
                                                  amortization             value
     ---------------------------------------------------------------------------

     Websites                       $ 7,525           $  3,115           $ 4,410
     ===========================================================================

     During the year ended December 31, 2001, the Company discontinued the above
     websites and accordingly wrote-off the remaining unamortized balance.

6.   NOTE PAYABLE TO STOCKHOLDER:

     The  note is  unsecured,  due  July 24, 2002 and  bears interest at 12% per
     annum. During the year ended  December 31, 2001, the terms of the note were
     revised such  that  the note  could be  converted into common shares of the
     Company, at the  option of  the stockholder, at a price equal to the lesser
     of:

     a)  $0.06 per share; or

     b)  the  average  bid price  of the Company's common stock for the ten days
         immediately prior to the date of conversion.

     The  revision of the  terms of the note payable was accounted for as a debt
     settlement,  but did  not  result in  a  gain  or loss  as the note was not
     convertible into  common shares  at a price that was less than market price
     at the date of settlement.

     Interest  payable  on  the  note  aggregating  $5,850 (2000 - $10,205),  is
     included in accounts payable and accrued liabilities.

7.   CAPITAL STOCK:

     a)  During  the period  ended  December 31, 2000, the Company issued common
         shares as follows:

         i)   20,000 (607,448  subsequent to  the  recapitalization and  reverse
              stock split) common shares for cash at $0.005 per share.

                                      F-12

<PAGE>




CROSSNET COMMUNICATIONS INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

$ United States

Year ended December 31, 2001 and period from inception on March 21, 2000 to
December 31, 2000

================================================================================

7.   CAPITAL STOCK (CONTINUED):

         ii)  10,000  (303,724  subsequent to  the recapitalization  and reverse
              stock split) common shares for website related software.  The fair
              value of the common  shares issued, aggregating  $50, approximated
              the fair value of the software acquired.

         iii) 250,000 (7,593,103 subsequent to  the recapitalization and reverse
              stock split) common shares for cash at $0.02 per share.

         iv)  3,000 (91,117 subsequent to the recapitalization and reverse stock
              split) common shares for cash at $1.00 per share.

     b)  On December 18, 2000, the Company performed a one for ten reverse stock
         split of  its outstanding common stock. The continuity of the Company's
         common  stock  has  been  adjusted  in  these  consolidated   financial
         statements to reflect this transaction as  if it occurred  on March 21,
         2000.

     c)  During  the  year  ended  December 31, 2001,  the Company issued common
         shares in exchange for preferred shares as follows:

         i)   1,745,286 Series A preferred shares were converted into 17,452,860
              common shares on September 20, 2001.

         ii)  63,930  Series  A  preferred  shares converted into 639,300 common
              shares on October 8, 2001.


8.   RELATED PARTY TRANSACTIONS:

     The  Company  rents  its  premises  from  its  majority  stockholder  on  a
     month-to-month basis.  During the year ended December 31, 2001  the Company
     paid or  accrued rental  payments of $6,000 (2000 - $2,500) to the majority
     stockholder.



                                      F-13