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

                               FORM 10-QSB
[x]           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
              THE SECURITIES EXCHANGE ACT OF 1934
              For the quarter ended  - March 31, 2001
                                        OR
[ ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934
              For the transition period from   to

                       Commission File Number 0-28772
                          Salient Cybertech, Inc.
               (Name of Small Business Issuer in its charter)

                Delaware                                35-1990559
    (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)              Identification Number)

    1999 Lincoln Drive, Suite 202, Sarasota, Florida           34236
     (Address of principal executive offices)                (Zip Code)

     Registrant's telephone number, including area code:(941) 953-6168


                ______________________________
(Former name, former address and former fiscal year if changed since
last report).

     Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.     YES [x] NO [ ]

There were 9,751,257 shares of common stock outstanding having a par value
of $0.001 per share as of March 31, 2001. There were 20 shares of
preferred stock, having no par value, issued and outstanding as of
March 31, 2001.


                   Documents Incorporated by Reference

Certain exhibits listed in Item 6 of Part II have been incorporated by
reference.  An index to exhibits appears with Item 6.



THIS QUARTERLY REPORT CONTAINS STATEMENTS WHICH CONSTITUTE FORWARD LOOKING
STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995. THESE STATEMENTS APPEAR IN A NUMBER OF PLACES IN THIS
QUARTERLY REPORT AND INCLUDE STATEMENTS REGARDING THE INTENT, BELIEF OR
CURRENT EXPECTATIONS OF THE COMPANY, WITH RESPECT TO (I) THE COMPANY'S
PRODUCT DEVELOPMENT AND FINANCING PLANS, (II) TRENDS AFFECTING THE
COMPANY'S FINANCIAL CONDITION OR RESULTS OF OPERATIONS, (III) THE IMPACT OF
COMPETITION AND (IV) THE EXPANSION OF CERTAIN OPERATIONS. ANY SUCH FORWARD-
LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE
RISKS AND UNCERTAINTIES, AND ACTUAL RESULTS MAY DIFFER MATERIALLY FROM
THOSE IN THE FORWARD-LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS.


<PAGE>  1


                           Salient Cybertech, Inc.

                                Form 10-QSB
                Quarterly Report, period ended March 31, 2001.

                                Table of Contents


INDEX                                                      PAGE

PART I  Financial Information                                3

Item 1. Financial Statements:

Accountants' Review Report                                   3

Consolidated Balance Sheets                                  4 & 5

Consolidated Statements of Operations                        6

Consolidated Statements of Comprehensive Income              7

Consolidated Statements of Changes In Stockholders' Equity   8

Consolidated Statements of Cash Flows                        9 & 10

Item 2. Description of Business and Managements Discussion   11-25

Description of Business                                      11

Management's Discussion and Analysis of
Financial Conditions and Results of Operations.              24

Part II.  Other Information                                  26


<PAGE>  2


May 21, 2001


TO THE BOARD OF DIRECTORS
Salient Cybertech, Inc.
Sarasota, Florida


                        ACCOUNTANTS' REVIEW REPORT

We have reviewed the accompanying consolidated balance sheets of Salient
Cybertech, Inc., as of March 31, 2001 and December 31, 2000, the
related consolidated statements of changes in stockholders'
equity for the period then ended, and the consolidated statements
of operations for the three month periods ending March 31,
2001 and 2000 and consolidated cashflows for the three-month
periods ended March 31, 2001 and 2000, in accordance with Statements
on Standards for Accounting and Review Services issued by the American
Institute of Certified Public Accountants. All information included
in these financial statements is the representation of the management
of Salient Cybertech, Inc.

A review consists principally of inquiries of company personnel and
analytical procedures applied to financial data.  It is substantially
less in scope than an audit in accordance with generally accepted
auditing standards, the objective of which is the expression of an
opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that
should be made to the accompanying financial statements in order for
them to be in conformity with generally accepted accountant principals.

Management has elected to omit substantially all of the disclosures required
by generally accepted accounting principles.  If the omitted disclosures
were included in the financial statements, they might influence the user's
conclusions about the Company's financial position, results of operations,
and cash flows.  Accordingly, these financial statements are not designed
for those who are not informed about such matters.



/s/Bobbitt,Pittenger/s/
Certified Public Accountants


<PAGE>  3


                          SALIENT CYBERTECH, INC.

                       CONSOLIDATED BALANCE SHEETS




                                  March 31,         December 31,
                                    2001               2000

ASSETS

Cash                            $                   $   588,291
Restricted cash                                          93,537
Accounts receivable - net
allowance of $12,738                 37,440             184,657
Inventory                                             1,001,255
Other receivables                   800,000
Prepaid legal fees                                       23,438
Prepaid expenses                     19,681              14,846

TOTAL CURRENT ASSETS                857,121           1,906,024

Real estate and equipment - net      54,951           4,511,787
Investments                       3,900,000
Goodwill - net                      156,146             188,538
Loan Costs, net                                          36,435
Other assets                                              3,107

                                 $4,968,218          $6,645,891

See accountants' review report.


<PAGE>  4


                          SALIENT CYBERTECH, INC.

                       CONSOLIDATED BALANCE SHEETS
                                (con't)

                                  March 31,         December 31,
                                    2001               2000


LIABILITIES AND STOCKHOLDERS'
EQUITY

LIABILITIES
Bank overdraft                 $     17,865          $        -
Current maturities
of long-term debt                    10,080             359,326
Accounts payable                    201,317           1,252,128
Accrued expenses                    486,773             543,625
Accrued interest                    184,241             162,664
Notes payable -
related party                       325,544             469,284

TOTAL CURRENT LIABILITIES         1,225,820           2,787,027

Long-term debt, less
current maturities                1,600,015           2,334,460

TOTAL LIABILITIES                 2,825,835           5,121,487

STOCKHOLDERS' EQUITY
Common stock - authorized
80,000,000 shares;
par value $.001; issued
and outstanding,
9,751,257 and 7,424,904
shares at March 31, 2001
and December 31, 2000,
respectively                          9,751               7,425
Preferred stock - authorized
20 shares; par value $.001;
issued and outstanding, 19
and 20 shares at March 31, 2001
and December 31, 2000,
respectively.
Each share convertible into
1.5 million shares of Common
Stock.
Additional paid-in capital        5,819,427           5,279,360
Other accumulated (Loss)
income                              (33,846)              6,990
Accumulated deficit              (3,652,949)         (3,769,371)

TOTAL STOCKHOLDERS' EQUITY        2,142,383           1,524,404


                                $ 4,968,218          $6,645,891

See accountants' review report.


<PAGE>  5


                        SALIENT CYBERTECH, INC.

                CONSOLIDATED STATEMENTS OF OPERATIONS



                 Three Months   Three months
                    ended          ended
                  March 31,      March 31,
                    2001           2000

SALES            $ 1,634,219    $    1,867
COST OF SALES      1,667,368           157

GROSS PROFIT         (33,149)        1,710

EXPENSES
General and
administrative     1,275,850       565,075
Interest              64,885        17,350

                   1,340,735       582,425

OPERATING LOSS    (1,373,884)     (580,715)

OTHER INCOME
Gain on sale of
subsidiary         1,661,591            12
Other expenses      (139,285)

                   1,522,306

INCOME BEFORE
INCOME TAXES         148,422      (580,703)

INCOME TAXES          32,000

NET INCOME (Loss) $  116,422   $  (580,703)

NET INCOME (Loss)
PER SHARE         $     .014   $     (.176)

NET INCOME (Loss)
PER SHARE -
DILUTED           $     .003   $         -



See accountants' review report.


<PAGE>  6


                        SALIENT CYBERTECH, INC.

              CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME



                 Three Months   Three months
                    ended          ended
                  March 31,      March 31,
                    2001           2000


NET INCOME        $  116,422    $ (580,703)

Other
comprehensive
income
Currency
translation
adjustments          (40,836)          985

COMPREHENSIVE
INCOME            $   75,586    $ (579,718)



See accountants' review report.


<PAGE>  7


                        SALIENT CYBERTECH, INC.

                  OF CHANGES IN STOCKHOLDERS' EQUITY


                                           Accumulated
                             Additional    Other          Retained
                   Common    Paid-in       Comprehensive  Earnings
                   Stock     Capital       Income         (deficit)  Total

BALANCE,
January 1,
2000              $ 3,164  $  390,806     $  4,005     $ 159,844    $  557,819

Common stock
issued              1,235   1,233,765                                1,235,000

Common stock issued
for compensation       71     285,086                                  285,156

Common stock issued
for services        2,863  12,685,241                               12,688,104

Syndication costs         (12,510,943)                             (12,510,943)

Common and Preferred
Stock issued for
purchase of
subsidiary             92   3,195,406                                3,195,498

Gain from
currency conversion                          2,985                       2,985

Net loss                                              (3,929,215)   (3,929,215)

Balance,
December 31,
2000                7,425  5,279,360         6,990    (3,769,371)    1,524,404

Common stock
issued
as compensation     1,500    313,500                                   315,000

Common stock
issued                826    226,567                                   227,393

Loss from
currency
conversion                                 (40,836)                    (40,836)

Net income                                              (580,703)     (580,703)

BALANCE,
March 31,
2001             $  9,751 $5,819,427    $   33,846   $(3,652,949)  $ 2,142,383



See accountants' review report.


<PAGE>  8


                        SALIENT CYBERTECH, INC.

                  CONSOLIDATED STATEMENTS OF CASH FLOWS



                                            March 31,
                                      2001            2000

CASH FLOWS FROM
OPERATING ACTIVITIES
Net income (Loss)              $   116,422       $(580,703)

Adjustments to reconcile
net income (Loss) to
net cash used
in operating activities:
Depreciation                       216,101           1,120
Amortization                        32,392
Loss on foreign currency           (40,836)
Loss on disposal of
equipment                                            4,656
Stock issued for services          542,393
(Decrease) increase in
operating assets:
Accounts receivable - net          147,217         (18,512)
Inventory                        1,001,255             156
Other receivables               (4,700,000)
Deferred tax asset                                  63,416
Prepaid expenses                    (4,835)
Prepaid legal and
consulting fees                     23,438         274,113
Other assets                        39,542          (4,274)
(Decrease) increase
in operating liabilities:
Accounts payable                (1,050,812)         (7,267)
Accrued expenses                   (57,552)         19,264
Accrued interest                    22,277          16,282

NET CASH (USED) IN
OPERATING ACTIVITIES            (3,712,998)       (231,749)

CASH FLOWS USED BY
INVESTING ACTIVITIES
Property and equipment
included in sale of
subsidiary                       4,240,736
Sale of subsidiary - see
schedule below

NET CASH USED BY INVESTING
ACTIVITIES                       4,240,736

CASH FLOWS FROM
FINANCING ACTIVITIES
Proceeds of loans                  600,015
Repayments from shareholders       (41,591)        825,000
Repayments of loans               (114,935)
Debt included in sale
of subsidiary                   (1,670,920)        (26,848)
Bank overdraft                      17,865

NET CASH (USED) PROVIDED BY
FINANCING ACTIVITIES            (1,209,566)        798,152


<PAGE>  9


                        SALIENT CYBERTECH, INC.

                  CONSOLIDATED STATEMENTS OF CASH FLOWS



                                           March 31,
                                      2001          2000




NET DECREASE (INCREASE)
IN CASH                           (681,828)        566,403

CASH, at beginning of period       681,828           3,650

CASH, at end period          $           -    $    570,053

SUPPLEMENTAL DISCLOSURES:
Interest paid                $      42,608    $          -

Schedule of non-cash
investing and financing
transitions:
One share of Preferred stock
converted to 1,500,000 Common
shares, expensed as
compensation expense         $     315,000    $          -
Issuance of 826,335 shares
for services                 $     227,393    $          -

Sale of 100% of stock in
Futronix, Inc.
Assets sold:
Cash                         $     322,902
Accounts receivable                185,434
Inventory                        1,045,420
Property and equipment           4,240,735
Other assets                        36,435

Liabilities assumed:
Payables and accrued expenses    1,021,596
Debt                             2,995,920

Net assets sold                  1,813,410

Payment for net
assets sold:
Cash due                     $     800,000
Investments due                  4,000,000

Advances to
Futronix                        (1,325,000)
Gain on sale
of subsidiary                $  (1,661,591)

                             $   1,813,409


See accountants' review report.


<PAGE>  10


Part I.  Item 2. Description of Business and Management's Discussion

Salient Cybertech, Inc. (the "Company") is the new name for Sloan
Electronics, Inc. authorized by the shareholders at the Annual
Shareholders' Meeting on May 22, 1999 and approved by the Board of
Directors on May 22, 1999.  The company, through the Sloan Electronics
division had designed, manufactured and marketed electronic
monitoring equipment for the criminal justice industry and the long-
term health care industry. It had also marketed house arrest monitoring
equipment through its in-house marketing department and distributed its
products through national service providers.  The Company, while
continuing to support existing clients, has ceased to actively engage
in these business endeavors in favor of building its portfolio of
acquisitions and building the businesses of the acquired companies.

Salient Cybertech, Inc. is actively seeking acquisition candidates with
interests in technology, Internet, distance learning, and security
industries. During the third quarter 1999,  The Company acquired, for
stock, of Gemini Learning Systems, Inc., which will operate as part
of the Internet/technology division of the company.  The company filed
a current Report on Form 8-K on September 28, 1999 and an 8-K/A report on
October 29, 1999 that more fully discuss the acquisition, and are
incorporated herein by reference. Gemini Learning Systems developed and
markets SWIFT (TM) (SoftWare Intelligent Freeform Training) distance
learning software and courseware. Ms. Kim Adolphe, founder of Gemini,
continues to run the division as President and was named to the board
of directors.

On Tuesday May 23, 2000, Salient Cybertech, Inc. (the "Company") executed
an agreement whereby it acquired Futronix, Inc. ("Futronix").  The
acquisition was accomplished by the Company forming a Delaware subsidiary,
known as Salient Acquisition Corporation, with that corporation merging
with Futronix.  The surviving Corporation, continues to carry
on business as Futronix, Inc., a wholly owned subsidiary of the Company.
The transaction is more fully described in the Report on Form 8-K, filed
on May 25, 2000, with the Securities and Exchange Commission. Futronix
operates as part of the High Technology division of the Company.

On March 19, 2001, Futronix was sold to Trident Systems International, Inc.
for the sum of $8,000,000.  The transaction involved the transfer of 400,000
restricted shares of Trident's Common Stock and $800,000 in cash to Salient
in exchange for all outstanding shares of Futronix.  The terms of the
transaction were fully disclosed in a Report on Form 8-K filed with the
Securities and Exchange Commission on March 21, 2001, and said Report is
incorporated herein by reference.

The former owners of Futronix, Inc. have asserted a claim that the
transaction is void as no transaction involving Futronix may take place
without the approval of the former owners of Futronix, Inc., Rande Newberry
and Nevin Jenkins.  Newberry and Jenkins also claim that they have the right
to rescind the original purchase of Futronix by Salient Cybertech, Inc., and
that they have exercised that right.

Salient has commenced action in Florida Circuit Court for a declaratory
Judgment stating that Salient owned Futronix at all material times, and the
sale of Futronix was a valid sale.

Counsel has informed management that Salient should prevail in its action.
This means that the sale to Trident is valid.  However, in the unlikely
event that Salient's ownership in affirmed, and the sale is not, Futronix,
for the current quarter, is being treated as an operating subsidiary of
Salient's.  The financial impact of the sale, along with the disclosures
of pro-forma information illustrating the performance of Salient during
the current quarter had Futronix not been a subsidiary of Salient's, will
be the subject of a Report on Form 8-K to be filed on or before June 2,
2001.

Salient Cybertech's  revenues are currently primarily from the product
sales of Futronix.  With the addition of Gemini Learning Systems, management
hopes to add SWIFT licensing fees, courseware sales and recurring revenue
from per use course fees to its revenues in the next fiscal year.


<PAGE>  11


A. High Technology Division:


FUTRONIX, INC., a Florida Corporation incorporated in March of 1988, made
its entry into the electronic contract manufacturing industry in March of
1988 providing assembly labor to a consignment base.  Consignment is an
industry term where the customers supplied the components and FUTRONIX
provides the equipment and labor to assemble and test the products. This
concept has relatively low capital risk because the raw components
typically make up about 70% of the cost of an electronic assembly. This
consignment work continued through 1996, with the exception of a few
small "turn-key" jobs.  Turnkey is a concept that requires components and
labor to be provided to complete a finished Printed Circuit Assembly
(PCA) for the customers based on their drawings and specifications.

In 1997, a major transition to "turn-key" was accomplished, resulting
in 35% of sales in 1997 being "turn-key" as opposed to less than 10% in
1996. In 1998 turnkey sales accounted for 75% of sales. With turnkey work,
Futronix sets the production schedules based on longer term Purchase
Orders.  The transition to turn key work required the development of a
purchasing department, Materials Requirement Planning and related
materials tracking, stocking, and issuing systems. An NT based SQL
server with over 30 on line stations was installed supporting the
following control and tracking databases:

- Shop control that tracks the status of all work-in-process (WIP)
- Purchase order system that verifies and controls all purchases made,
verifies receipt of ordered items and tracks vendor quantity in three
categories.
- Inventory control that logs receipt, and issuance of all materials
used in all value added services.
- Materials Requirement Planning (MRP) that can generate forward looking
reports for future material needs, based on current schedules, orders,
inventory, work-in process.
- Return stock (RTS) and scrap. The MRP system assures that when a job
is scheduled, the components to complete the job are on hand when needed.
- Quality reporting that provides process status, process yield, vendor
status, and other quality reporting as required by ISO9002 policy.
- Schedule control that allows for efficient workload and leveling.
- Bill of material (BOM) control and verification that ensures every
component used in a customer's product is approved and correct.
- Job cost module that utilizes the shop floor tracking system, materials
and labor utilization to feed back costing information to management for
quoting and resource allocation purposes.

The controls enumerated above were implemented to provide full turn-key
services and to meet the requirements for ISO9002 quality standard
certification.  The substantial costs to the company to implement this
system resulted in reduced earnings in 1997 and 1998.  However, the
company is now poised to facilitate larger turn-key accounts.  In the
first quarter of 1998, FUTRONIX received ISO9002 quality standard
certification from Underwriters Laboratories (UL), without a single
nonconformance.  As a result of operating in a solid operable quality
system, the Company increased its first pass yield (FPY)
from 70% to currently better than 97% for any individual process.

Facilities

FUTRONIX, INC. is located in Suncoast Industrial Park, Homosassa, Florida
and presently occupies two main buildings, and several support and
storage buildings totaling 29,000 sq. ft.. Approximately 40 acres of
adjacent industrial property is owned by Salient and is available for
expansion as required. The facilities are provided from Salient.

Management is of the opinion that Futronix' current facilities are
adequate for its immediate needs.  As the Company's business increases,
additional facilities may be required. The current facilities
are expected to suffice until after December 31, 2001.

Products and Services

FUTRONIX INC is a high quality Electronic Contract Manufacturer (ECM)
providing manufacturing, test, prototyping, and product development and
support for a diverse set of market segments.  Printed circuit assemblies
and box build products manufactured in medium to high volume supplied to


<PAGE>  12


OEM's for commercial, industrial, medical, and telecommunication
applications.  As an ECM, Futronix reviews our customers' product
specifications and develops and implements a plan to fabricate and test
the product (typically a Printed Circuit Assembly), that meets or exceeds
the functional and quality specifications.  This plan typically calls for
continual improvement that will reduce the costs while maintaining quality.
A percentage of the realized cost savings, typically 50%, are passed on
to the customer.

Product Description

Printed Circuit Assembly (PCA): Futronix utilizes automated, high-speed
assembly equipment that can be used or adapted for most any type of PCA
manufacturing.  PCA types include Surface Mount Technology (SMT),
conventional through whole technology, mixed technology, and mechanical
fabrication and assembly.  Turnkey, consignment or combinations of these
services are offered.  The Company also provides design and product
development, along with design for test and manufacturability services
for customers who do not have the personnel or expertise to fulfill this
requirement.

Box build at multi levels from finished products bulk shipped in retail
dress box packing shipped direct to the distribution center, retail outlet
or even to the end user. Stocking finished goods, warranty return service,
invoicing and payment processing are additional services Futronix can
offer.

Competition

FUTRONIX is small to mid size in comparison to the top ECM's with sales
over $100 million. The Company is able to be competitive in bidding for
contracts based on its capability, reputation and its location in a
plentiful and favorable labor market.  The Company has had to turn down
substantial contracts in the past due to limitations in its ability to
purchase inventory of components in advance for large contracts. The
excess capacity of our production facility allows us to immediately
respond to increases of current customer needs as well as the influx of
new business.  This surplus capacity allows Futronix to be very competitive
when responding to requests for quotations.  Since the fixed overhead is
covered by current work, any additional work will lower our burdened labor
rate, thus allowing aggressive quotations at the same time increasing
margins.

Technology

Technology is the basis of our business and it's growth.  Electronic
circuits are becoming more and more prevalent in every day life.
Mechanical products of just a few years ago now have electronic
circuits that control, monitor, indicate, and make the product easier to
use.  From toys to automobiles, appliances to computers, consumer,
commercial and industrial products have included technology as a
tool to gain a competitive edge. As technology becomes more specialized
Original Equipment Manufacturers (OEM) are focusing more on leading edge
design and outsourcing the manufacturing to ECMs.  In addition, as
component complexity grows, OEMs are finding the capital expense for the
specialized equipment and assembly techniques outweigh the cost to
outsource in many applications. Futronix has been, management believes, a
leader in technology advancement to meet these needs. Futronix co-
developed a process with AIM solderpastes for intrusive reflow that cut
60% of the assembly costs for a customer's computer product.  The process
called Step Soldering Aids "Intrusive" Reflow was published in the
September 1996 issue of SMT magazine.

Future Products

Futronix sees the mutual advantages of consolidating the diversified
needs of an OEM into a "one stop" contract manufacturing enterprise where
box build products are leading the growth in our industry.  Expansion
plans to meet these growing requirements include an injection molding
facility and laminated keypad fabrication.  Both of these products/
services fit well in our industry and are used in the vast majority of
Box build products.

Market Analysis Summary

According to Manufacturing Market Insider (MMI) September 1997, the ECM
market is estimated to be nearly $90 billion in 1998. The article sited


<PAGE>  13


the trend of OEM's to outsource manufacturing to the ECM industry:

"Electronics contracting manufacturing should continue its growth of
nearly 20 percentage points more than the overall electronic equipment
industry growth". According to Contracting Manufacturing from a Global
Perspective, a recent report from Technology Forecasters, based on a
study of 149 electronic contract manufacturers and their customers.
"There's no holding back in evidence - OEM's demand for manufacturing
cost reduction, new assembly techniques, global manufacturing, and
outsourcing of complete systems contributes to the 25 percent global
compound annual growth rate from 1996 through 2001," said Pamila J.
Gordon, management consultant and president of Technology Forecasters.

Strategy and Implementation Summary

Futronix Inc. strategy for growth consists these key elements:

- To maintain focus on key competencies such SMT and mixed technology
PCA assembly, and expand our involvement in box build products, which
represents the ECM markets fastest growing segment.

- To build and maintain long term relationships with our customers.  To
become a partner, not a vendor to OEM's by providing not only a product
delivered on time, but include a service that will continually provide
cost reduction actions and product improvements.

- To continually improve our internal systems to provide our customers
the highest quality in the industry. Quality not only in the products we
manufacture, but also in communications, information, and all other
services offered.

Sales Strategy

The key to growth is an effective marketing plan utilizing qualified,
experienced marketing personnel.  As a concurrent effort, we are putting
emphasis on key vendor relations to provide quick response to Requests
for Quotation (RFQ). This not only takes coordination with vendors
regarding component pricing, but also our internal labor costing estimates
based on acquiring the new work. We have budgeted for several internal
cost tracking, forecasting and compilation programs and systems. These
will be continually upgraded to maintain the capability to provide a
"snapshot" of what operations would be if the quotation were accepted.

Additionally, we will be directing our marketing efforts towards a network
of Futronix representatives throughout the US and other regions.  These
Independent representatives are well versed in the industry and have
focused local knowledge of prospective customers.  We will be focusing
on our core competencies, which are medium to high volume PCA's with an
emphasis on SMT.

Management

Nevin C. Jenkins (42), PRESIDENT: Mr. Jenkins, president of Futronix,
Inc., manages the company on a day-to-day basis. His background gives him
a wealth of experience to draw upon in guiding Futronix in its future
growth. In 1976, a Vice President of Diversified Industries, Mr. Jenkins
headed up the national marketing effort that grew from less than a $1M
in 1976 to over $10M by 1978. He sold his interest in Diversified in 1979
to form his own company, Med-E-Lert.  Based on his knowledge of both
security system electronic capabilities and market demands, he developed
the Personal Emergency Response System (PERS), which became nationally
famous with the slogan "Help, I've fallen and can't get up".  In 1985, Mr.
Jenkins sold the marketing rights for the PERS to Life Call Systems.  He
retained the manufacturing rights for the PERS and in 1986 moved the
production facilities from Clearwater, Florida to Homosassa, Florida,
where he built a manufacturing plant for high volume production of the
PERS base units and supporting devices.

In 1988 he partnered with Rande Newberry and formed the electronic
manufacturing company - FUTRONIX, INC. The PERS manufacturing plant was
sold and the company's operations were moved to the larger facilities
where FUTRONIX, INC. is today.


<PAGE>  14


Rande W. Newberry (43), VICE PRESIDENT: Mr. Newberry has brought to
Futronix the electronic knowledge needed for expansion in the electronic
contract manufacturing business.  Mr. Newberry holds a BSEE from the
University of South Florida, as well as associate degrees in Business
Administration (ASBA) and Electronic Engineering Technology (ASEET).
From 1983 to 1987 he worked from Senior Engineering Technician to Engineer
at Honeywell's Tampa, Florida operations. In 1988 he became an independent
contractor for Honeywell until joining with FUTRONIX, INC.

Robert J. Fountaine - General Manager, Futronix, Inc.  Mr. Fountaine has
20 years senior and executive management experience in sales, marketing
and general management in both the Electronics contract manufacturing and
electronic component distribution industries.  Prior experience includes
positions with Avnet, Flextronics, SGI and most recently Future
Electronics, where Robert increased sales almost five-fold and negotiated
the purchase of a Honeywell facility in Phoenix that resulted in a 5
year, $100million outsourcing contract.  As a Regional Manager with Avnet,
Mr. Fountaine's team sales grew from $14million to $30million in 3.5 years
and as District Manager for Florida's West coast his sales went from
$35million to $49 million in the first fiscal year.  Mr. Fountaine has
continually demonstrated repeated success in the development, growth and
profitability of creative management, marketing and supply chain solutions.

Robert Garrett, Chief Financial Officer. Mr. Garrett has 35 years experience
in accounting, along with prior teaching at University Of South Florida
for tax and accounting.  Mr. Garrett's accounting firm, W.R. Garrett CPA
was utilized by Futronix since incorporation. Mr. Garrett is a certified
public accountant and holds a Master Degree in accounting from Nova
Southeastern University and a bachelor's degree in accounting from
University Of Florida.


<PAGE>  15


B. Internet Technology Division

Gemini Learning Systems, Inc. ("Gemini"), organized under the laws of the
Canadian Province of Alberta in June, 1990, has never been a party to any
material reclassification, merger, consolidation, or purchase or sale of
a significant amount of assets not in the ordinary course of its business.
Gemini was purchased by the Company on September 24, 1999.

Gemini is a software applications development company, specializing in
distance education and training solutions.  The company created and
markets software technology called SWIFT (SoftWare Intelligent Freeform
Training).  The Company is emerging from its development phase, having
created an entire product line based on the SWIFT technology.  The company
has already begun to establish clients and a distribution network in
Canada, the United States, the United Kingdom and Europe.

Management's primary objective is for Gemini to become a leader in the
emerging internet/intranet distance education and training industry by
establishing SWIFT as the de facto standard delivery environment.
Management believes that it can obtain this objective through its
strategic alliances and by utilizing its staff of outside consultants,
most of whom are the top professionals in their field (See "Business
Development").

Background Information

Gemini began business in the Canadian City of Alberta in 1990. The
corporate aim was to develop a delivery environment for the emerging
internet/intranet distance education and training industry. The
corporation expended over $3,000,000 in developing its SWIFT technology,
and a distribution network.

Gemini, management believes, is ready to become the industry leader in
the delivery of distance education systems, to be utilized both in an
intra-company setting (intranet) and by students over the internet. The
students may be individuals or complex organizations with diverse
training and educational needs to be delivered worldwide to their various
locations.

Business Development

The development of the SWIFT technology, eight years in the making, is,
management believes, its primary competitive edge in the business world.


<PAGE>  16


Gemini entered the adult learning field in 1990, employing an open systems
concept and a commitment to assist clients in successfully delivering
technical Instructor-led and technology-based training programs. Gemini
wanted to capitalize on their expertise and existing course content by
delivering it through distance education.  That led to the concept behind
the SWIFT technology. Gemini's initial successes soon led to international
recognition of SWIFT. Gemini began a joint research development program
with the Alberta Research Council. In 1995, during the G-7 Summit, it was
announced that Gemini along with their international partners had won an
international competition for government funding for joint development of
a Distance Learning Tool Kit. The following year, Gemini decided
concentrate all of its resources towards an end-to-end eLearning solution
based upon SWIFT.  Thousands of courses were developed in the CDROM version
of SWIFT and sold internationally. based upon Gemini's CDROM version.
Today the company offers a end-to-end scaleable eLearning solution, full
ASP hosting service and is a recognized pioneer and leader in the industry.

Current Projects, Clients, and Partners

Nortel Networks, Inc.  (NYSE: NT) is a global supplier of networking
solutions and services, supporting voice, data, and video transmission
over wireline and wireless technologies.  As part of a pilot evaluation,
on December 27, 2000 Nortel began delivering to Nortel employees a
proprietary course Gemini redesigned and converted into SWIFT.  Nortel
had retained Gemini's consulting services to develop new content and
indicated that they want to continue to move forward with their eLearning
initiatives. Nortel had plans to convert the pilot course into eight
languages and roll it out to all employees. Due to financial restraints,
including employee cut-backs, the program as developed has
been cancelled.  Nortel's management, however, has indicated that the
project would likely be renewed in 2002.

Dole Food Company, Inc. entered into a pilot project agreement with, to
deliver eLearning to Dole employees.  The Dole/Gemini pilot project
involves the development and evaluation of a 'Dole Core Values' Course,
Upon successful evaluation, this internal Dole eLearning training program
will be rolled out to 15,000 employees across three Dole Asia Divisions.
If successful, this endeavor has the potential to expand into more
courses being offered to Dole employees through Gemini's eLearning
solution.

RAND Worldwide, the a major Value Added Reseller of mechanical design
automation tools and services, have launched their first course in SWIFT
for internal use and to resell to their corporate clients.  Gemini has
signed a multi-year licensing agreement with RAND Worldwide (TSE: RND) to
deliver eLearning solutions to clients.  The contract moves Gemini beyond
its SWIFT technology suite into the role of an eLearning Application
Service Provider (ASP).


JStream Inc., is an innovator of advanced scale delivery for intranet-
based streaming media.  Gemini and jStream have entered into a technology-
focused partnership to integrate SWIFT with jStreams intranet-based
streaming media.

TrainSeek, an online marketplace of training products and services serving
more than 20,000 corporate trainers, market Gemini's unique eLearning
solutions.

Dell Canada, a wholly owned subsidiary of Dell Computer Corporation
(Nasdaq NM: DELL), one of the world's largest direct sales computer
company, has received a proprietary course Gemini has redesigned
and converted into SWIFT for evaluation.  Initial response from Dell's
management has been positive, and Gemini is currently developing an
eLearning Management System for testing and field evaluation.
Gemini has been informed that Dell will purchase and sign a maintenance
agreement with Gemini for delivery of the System to its management if
the test results are positive.

IO Technologies, Gemini has a 15% equity stake and revenue sharing
partnership with IO Technologies, who are backed by a significant list
of distribution partners that include Canon U.S., Heidelberg, and Agfa,
have created an entire series of process-based certification training
programs aimed at core processes in color imaging, printing, digital
workflow and other key areas that are the first of their kind in the
industry.


<PAGE>  17


Gemini's Principal Products and Services
GeMS 5.1 (Gemini eLearning Management System)

GeMS 5.1, the core of Gemini's product suite, provide clients with a
comprehensive package to deliver, sell, manage, track, and continuously
improve adaptive learning over the Internet. GeMS is an advanced Internet
SWIFT course delivery, management, reporting, tracking, and analysis
system that requires no client side installation.

SWIFT Course Delivery

-       Customizable interface
-       Delivered through standard web browsers
-       Embedded SWIFT Adaptive Technology
-       Integrated Internet technologies that enhance learning

Management and Reporting

-       Scalable from one to thousands of courses and learners
-       Integrated with LDAP, NT Domain, and UNIX user authentication
-       Customizable E-commerce solution
-       Local or remote administration
-       Printable certificates upon course mastery

Tracking and Analysis

-       Course analysis through tracking and timing of all learner
        interactions, e.g. time spent on a question
-       Student reporting
-       E-commerce reporting
-       Grading and progress reports
-       Content and item analysis, and much more

SWIFT

Based on years of international research and an award-winning design,
SWIFT is at the heart of Gemini's eLearning solution. The key features of
SWIFT are the unique Adaptive Learning Environment and Adaptive Testing
Engine modeled on an individualized intelligent tutoring methodology.
SWIFT uses adaptive testing and learner input to create individualized
course paths, allowing learners to concentrate on content most relevant to
their learning needs. As a result, learners absorb and retain more
information in less time. The Adaptive Testing Engine uses unique
algorithms that analyze learner responses to accurately determine mastery/
non-mastery of the course more efficiently than other testing methods.

SWIFT also provides an intuitive interface featuring:

Intelligent Tutoring
-       Works with SWIFT to generate the learner's adapted course
-       Guides the learner through their adapted course to ensure learning
        objectives are met
-       Continuously adapts the course path as the learner progresses
-       Tracks the learner when they choose to navigate independently
-       Maintains the learner's location to pick up where they left off
-       Records extensive statistical data for research and performance
        analysis
-       Provides explanatory feedback that increases knowledge retention


<PAGE>  18


Course Map
-       Motivates the learner by indicating progress, achievements and
        percentage of course completed
-       Provides graphical representation of their adapted course
-       Allows independent navigation

SWIFT Author 1.0

        SWIFT Author reduces development time by at least 70 percent.
        SWIFT Author provides:
-       XML/DHTML/HTML compatible content,
-       integrated wizards,
-       question builders,
-       seven question types,
-       pluggable interfaces for diverse audiences, and
-       Internationalization capabilities.

The SWIFT Author uses XML (eXtensible Markup Language) for course content
representation.

Gemini's use of XML:

-       Provides an embedded, pedagogically sound course structure that
        supports solid instructional design,
-       Decreases development time by at least 30%,
-       Makes collaborative development easier, more efficient, and
        consistent,
-       Allows course authors to use their favorite tools to create
        content,
-       Supports content interchange,
-       Lets authors leverage their existing XML content into SWIFT
        Authored courses, and
-       Lets authors re-publish SWIFT course content elsewhere.

Target Market
Gemini is targeted at organizations that create their own specialized
training programs and want to evolve into the eLearning industry.

Gemini's Competitive Advantages and Market Strategy

Key Differentiators:

-       R&D in distance education since 1991, Internet-based since 1995,
        and web-based since 1998.

-       Based on years of international research and an award winning
        design, SWIFT is an intelligent tutoring system (ITS) that is
        comprised of an Adaptive Learning Environment and Adaptive
        Testing Engine. SWIFT features extensive testing capabilities
        including adaptive testing, mandatory questions, and fixed-length
        testing for online certification, as well as having the
        ability to set seven different question types, including short
        answer, and feedback specific to learner interaction.

-       SWIFT Author is the only XML-based tool that allows content to be
        easily authored without any training or programming require
        reducing time to market by 70 per cent and more. SWIFT Author also
        provides an efficient method for managing, updating and re-
        purposing existing course content, resulting in leveraged
        investment over time.


<PAGE>  19



-       SWIFT courses can be easily updated and revised in real time.

-       Provides multiple delivery platforms including CDROM using the
        same course.

-       Supports full internationalization capabilities for single and
        double byte character formats.

-       All in-house product development allows for full control of
        features, branding and integration with other systems (including
        ERP or Enterprise LMSs.)


-       Gemini's unique business model should create, management believes,
        a recurring revenue stream as opposed to a onetime upfront fee.
        This strategy reduces the sales cycle significantly and creates
        potentially higher recurring profits with each client.  This model
        also increases the potential market penetration to include mid
        and small organizations.

-       Gemini's eLearning products are upwardly compatible, ensuring that
        clients benefit over time from Gemini's ongoing R&D. This is of
        the utmost significance as the technology is continually
        being improved and enhanced as new technologies and learning
        sciences evolve.  Our clients receive that ongoing benefit
        further enabling Gemini to maintain a very close mutually
        beneficial client relationship.

Licensing And Consulting Fees

The Gemini eLearning solution includes the SWIFT Technology, GeMS 5.1
(Gemini eLearning Management System), and the SWIFT Author 5.0. Gemini's
licensing fees are based on Learner Course Units (LCUs). LCUs reflect the
number of courses taken, regardless of the number of learners. For example,
one learner taking ten courses equals ten LCUs, and five learners taking
two courses each also equal ten LCUs.

Number of LCUs                      Cost per LCU
1 to 5                              Free
6 to 250*                           $20*
251 to 1,000                        $19
1,001 to 2,500                      $18
2,501 to 5,000                      $17
5,001 to 10,000                     $16
10,001 to 20,000                    $15
20,001 to 50,000                    $14
50,001 to 100,000                   $13
100,000 +                           $12

*Minimum License Fee: The minimum License Fee is 250 LCUs or $5,000.
Additional licenses can then be purchased on a per learner basis.


<PAGE>  20


Consulting and Development Services

   Ranging from $65 to $150 per hour our consulting services include:

-       Instructional Design
-       User interface branding
-       Course content development
-       Conversion of existing instructor-led training material
-       Course assessment and recommendations
-       Multimedia development (streaming video/audio, flash animation,
        etc.)
-       Systems integration
-       Infrastructure recommendations

ASP Hosting Services

ASP Hosting fees are billed on a monthly basis and vary in cost depending
on the bandwidth requirements.

Course Consulting Services

Gemini offers full course consulting, technical, and ASP hosting
services. Our philosophy is to develop long-term partnering relationships
with our clients. We start with a "try before you buy" approach that
allows clients to test our solutions. Our commitment to meet our clients'
eLearning needs is further demonstrated through the provision of the most
appropriate advanced technology, skilled personnel, and customization of
our eLearning solution. Through client participation and an ongoing
performance improvement program, we ensure that our solution continues
to evolve to meet our clients' future eLearning requirements.

Gemini identifies, assesses, and meets our clients' eLearning needs with
a wide range of services using an ISO 9000 based performance improvement
system that includes:

-       Identification and fulfillment of client requirements
-       Demonstrating client satisfaction, and
-       Analysis and continual performance improvement.

Services

-       Course content development
-       Instructional design
-       Course assessments
-       Integration and development of multimedia technologies
-       User interface branding

Technical

-       System integration
-       Infrastructure recommendation


<PAGE>  21


ASP Hosting

With over 10 years of industry experience, Gemini has the expertise to
deploy and manage a complete eLearning solution for our clients. The
Gemini ASP (Application Service Provider) Hosting Service includes access
to our highly qualified IT team, enabling our clients to accelerate their
own products/services into the marketplace.

-       Tier 1 hardware
-       High speed network connectivity
-       Registration and authentication
        Security and scalability

Future Products - SAGE - Structured and Guided Educator

SAGE 1.0 - leverages the SWIFT Author, GeMS, and investments in content
by providing course authors, training managers and organizations with the
ability to capture knowledge and re-use it for a wide range of
supplementary learning resources, applications, and continuous improvement.

Xmap - leverages content created or imported into the SWIFT Author by
mapping to other XML DTDs (Document Type Definitions) created by Gemini,
including:

-       IETMs (Interactive Electronic Training Manuals)
-       Instructor manuals
-       Learner manuals
-       Online help systems
-       Fixed length tests (on and off line)
-       Adaptive tests (on line only, Xpert capable)

Xaminer - Examines data collected by GeMS and provides valuable reporting
of:

-       Question performance (raw)
-       Test performance (raw) by pool
-       Cross-analysis (question performance against student performance)
-       Item analysis
-       Discrimination indices
-       Difficulty assessment/weighting
-       Path analysis


Market For Products

Gemini is focused on the rapidly expanding eLearning market. In 1999, IDC
estimated the eLearning market to reach $2 billion in revenues by 2000,
and climb to $11.3 billion by 2003. New figures from Merrill Lynch
indicate that the market actually hit 3.5 billion in 2000 - nearly double
the forecast made the year earlier. Merrill Lynch is estimating this
industry to grow to $25 billion by 2003.

eLearning involves bringing learning to the people rather than people to
the learning. eLearning uses the power of networks and digital content to
make learning faster and easier, and allows for delivery in multiple
formats and extensive management of the learning experience. Centralized
training programs are expensive and disruptive for personnel that are
distributed over a wide geographical area. Additionally, increased
diversity in today's workforces means that learning needs to be easily
customizable rather than one-size-fits-all. eLearning helps to solve these
dilemmas as well as to improve companies' sales, production, quality, and
customer service. It cuts training time and costs, however, eLearning is
really about much more than Return-On-Investment. It is about full
utilization of a company's resources. This is why companies are now
adopting eLearning at an unprecedented pace.

Gemini is very well positioned, management believes, to thrive in this
rapidly expanding market. More than 75% of corporate training is created


<PAGE>  22


in house, yet the majority of eLearning authoring tools are exceptionally
difficult to master and require significant programming skills. Gemini's
newest product, SWIFT Author, eliminates training and programming
requirements and decreases time to market by 70 percent and more compared
to their closest competitor.  The company believes that with the launch
of SWIFT Author, Gemini's eLearning solution will sell itself.  Therefore,
the company has implemented a unique business model that provides a "try
before you buy" approach.  This strategy reduces the sales cycle
dramatically and sets the company apart from their closest competitor
who cannot compete due to the limitation of their technologies. Gemini
is also launching an online marketplace for the resale of courses created
in SWIFT Author by third party content developers which will allow Gemini
to enter the content arena without cross channel conflict.
Approximately 70% of eLearning companies are less that two years old,
Gemini is a ten- year pioneer in the industry. Coupled with a significant
technological advantage over its competitors and a client-driven marketing
strategy, Gemini is poised to become a dominant player in the eLearning
arena.

Competitive Business Conditions, Competitive Position in the Industry, and
Methods of Competition

See, Market for Products, above, for a discussion of the Marketplace in
general.

SWIFT uses an entirely different approach in design and licensing than
its closest competitors, products such as Authorware, Toolbook, CBT
Express and Icon Author.  The primary areas of divergence between the
competitors and SWIFT is outlined in the table below:

SWIFT                                       Authoring Tools

SGML-based, leverage investment over        HTML-based
time
Designed for use by course content
creators, requires content only
Development is from scratch
CBT interface (Learning Environment) is     Requires expertise in HCI,
built-in - virtually no learning curve, no  programming, project mgmt,
software teams or programmers required      pedagogy...


Reduces development time and costs by       Averages 200 - 250 hours of
about 70%.                                  development for every hour of
                                            finished product.

Provides delivery on CD-ROM, Intranet and   Requires development from
Internet                                    scratch for
                                            each delivery format

Utilizes ELMer                              Expensive mgmt systems

International utilization built in          Limited internationalization
                                            if at all

The primary areas of divergence between the competitors and SWIFT LE is
outlined in the table below:


SWIFT LE                                    Other Learning Environment

Adaptive learning environment and           No adaptivity
adaptive testing algorithms

Internationally awarded intelligent         Virtually no pedagogy
tutoring system (Ed Media '95; World
Conference on Educational Multi-Media
and Hypermedia)

Effectiveness backed by years of            Lead by the nose training
international R&D and usability studies

Management feels that the SWIFT Technology effectively gives Gemini a
differentiable new technology, which has no direct competition. As can
be seen from the table presented above, SWIFT and SWIFT LE bear little
resemblance to the competition in the marketplace except for the fact that
the end user product is somewhat similar. What must be remembered is that
Gemini is primarily marketing a delivery system, not a particular product.
Indeed, most competitors in the industry could market their products using
the SWIFT system for product delivery. In this respect one is drawn to the
logical conclusion that Gemini, with respect to its base technology, has
no direct competitors.


<PAGE>  23


              MANAGEMENT'S DISCUSSION AND ANALYSIS OF
        RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS.


     The  following discussion should be read in conjunction with
the information contained in the Financial Statements of the Company,
and the Notes thereto appearing elsewhere herein, and in conjunction
with the Balance Sheet at December 31, 2000 and Income Statement for
the year ended December 31, 2000 contained in the Company's Annual
Report 10-KSB, and in conjunction with the quarterly 10-QSB reports
for the periods ended March 31, 2000, June 30, 2000, and September 30,
2000, incorporated herein by reference, and is qualified in its entirety
by reference to such Financial Statements and Reports.


RESULTS OF OPERATIONS

A majority of the Company's revenues were derived from sales of Futronix,
Inc.  Sales revenues are recognized when the products are shipped.

Operating revenues increased by $1.63 million for the three months ended
March 31, 2001 as compared to the three months ended March 31, 2000.  The
increase in revenues was predominately due to the purchase of Futronix,
Inc. Revenues for Futronix were $1,608,514 for the three months ended
March 31, 2001 compared to $0 for the three months ended March 31, 2000.
Revenues for Gemini Learning Systems, Inc. were $25,705 for the three
months ended March 31, 2001 compared to $1,867 for the three months ended
March 31, 2000.

Gross profit for the first quarter of 2001 decreased to ($33,149), as
compared to $1,710 for three months ended March 31, 1999. The decrease
was due to a gross loss of $54,616 by Futronix. Gemini had a gross profit
of $21,467, 83.5% of sales. It is anticipated that gross profits for Gemini
will remain above 80% as sales increase because the majority of the cost of
their product, research and development expenses, have been recorded as
expenses when incurred over the past several years.

General and administrative expenses were  $1,275,850 for the three months
ended March 31, 2001, compared to $565,075 for the same period in 2000. This
large increase in general and administrative expenses for the period in 2001
is due to legal and consulting fees paid for with stock, the acquisition of
Futronix ($306,352 for 2001 compared to $0 for 2000), and increased activity
for Gemini to complete its SWIFT Author product ($309,925 for 2001 compared
to $159,847 for 2000).

Interest expenses increased from $17,350 in the first quarter of 2000 to
$64,885 in the first quarter of 2000 due to $1,000,000 of a convertible
debenture funded during November 2000 and an additional $600,015 funded on
March 20,2001. Interest expense is expected to continue to increase as
interest accrues and future debt is incurred.

The operating loss for the three months ended March 31, 2001 was $1,373,884
as compared to an operating loss for the first three months of 2000 of
$580,715. The increase in the loss was due to increased legal and consulting
fees paid for with stock, an operating loss of $360,967 for Futronix for 2001
compared to $0 for 2000 and increased expenses for Gemini to complete SWIFT
Author.

The net income for the three months ended March 31, 2001 was $116,422, as
compared to a net loss for the first three months of 2000 of $580,703. The
net income for the first three months of 2001 is due to a gain on the sale
of Futronix of $1.66 million.

LIQUIDITY AND CAPITAL RESOURCES.

     Net cash used in operating activities was $3,712,993 for the first
three months of 2001 compared to $231,749 for the first three months of
2000.The increased use of cash was due predominately to a receivable
created by the sale of Futronix.

Net cash provided by investing activities was $4,240,736 for the three
months ended March 31, 2001 from the sale of Futronix. There was no cash
provided by investing activities during the first three months of 2000.

Net cash used by financing activities was $1,209,566 for the three months
ended March 31, 2001, predominately a $1,670,920 satisfaction of debt
through the sale of Futronix and $600,015 draw on a convertible debenture.


<PAGE>  24


The current cash and working capital position and future
income from operations will require sufficient additional capital to
meet company cash and working capital needs in supporting Gemini until it
is fully self sufficient.

CURRENT ACTIVITIES:

Rand Worldwide signed a multiyear licensing agreement to launch an
Engineering eLeaning curriculum including providing full ASP Hosting
services.

Gemini has integrated jStreams, Inc.'s technology, which provides movie
quality video distribution via the Internet to Local Area Networks

Gemini partnered with IO Technologie to deliver on-line competency-based
training, testing, and certification courses for the graphical communication
and arts industry.  IO partners include Canon, U.S. and Rochester Institute of
Technology.

Gemini entered into a pilot program with Dole Food Company to provide its
products for in-house training.

During the current quarter Gemini:

- Released the Beta test version of SWIFT Author.

- Launched a marketing campaign to establish the Gemini SWIFT 5 product
through search engines and over 150 shareware sites.

- Released a download version of the full product including the SWIFT
Author.

- Released Gemini's free SWIFT eLearning Design course.

- Completed a Request for Proposal, including Proof of Concept, to Avaya
University, and we were informed we are on the short-list.


<PAGE>  25


PART II.  OTHER INFORMATION

Item 1. Legal Proceedings.

Neither Gemini, Futronix, nor the Company is currently a party to any
pending or threatened litigation of a meritorious or material
nature or that could result in a significant financial
impact, except as disclosed herein.  From time to time the Company,
Gemini or Futronix may be involved in lawsuits in the normal course
of its business, that do not have a material impact upon the Company.

   On March 19, 2001, upon all parties having completed the due
diligence requirements they felt necessary, Futronix, Inc. was sold by
the Registrant to Trident Systems International, Inc., subject to
Board approval by the Board of Directors of each
company. The transaction was valued at $8,000,000. The terms of the
transaction were fully disclosed in a Report on Form 8-K filed with the
Securities and Exchange Commission on March 21,2001, and said Report is
incorporated herein by reference.

The former owners of Futronix, Inc. have asserted a claim that the
transaction is void as no transaction involving Futronix may take place
without the approval of the former owners of Futronix, Inc., Rande
Newberry and Nevin Jenkins. Newberry and Jenkins also claim that they
have the right to rescind the original purchase of Futronix by Salient
Cybertech, Inc., and that they have excised that right.

Salient has advanced over $1.3 million to Futronix. The last $600,000 was
advanced on March 20_,2001, on the explicit understanding that Futronix
was to be sold to Trident Systems International, Inc. The former owners of
Futronix explicitly waived their rights to any rescission in November, 2000.

Management feels that Newberry and Jenkins have no legal basis for their claim
of rescission, and that the sale of Futronix was valid and legally enforceable.


<PAGE>  26


Salient has commenced action in Florida Circuit Court for a declaratory
Judgment stating that Salient owned Futronix at all material times, and the
sale of Futronix was a valid sale.

Counsel has informed management that Salient should prevail in its action.
This means that the sale to Trident is valid.

To date Trident has advanced $55,000 as against the said sale, and the
shares issued to Salient are being held back pending the resolution of
this matter.


Item 2. Changes in Securities.

None.

Item 3. Defaults.

None.

Item 4. Submission Of Matters To A Vote Of Security Holders.

On Saturday, April 28, 2001 at 11 A.M. the Company held its annual meeting,
followed by a meeting of the Board of Directors. At the annual meeting, the
items, as disclosed in the Report on Schedule 14-A filed with the Securities
and Exchange Commission on March 16, 2001, were voted upon:

1.   The election of two Class 2 directors to serve until the 2004 Annual
Meeting of Stockholders and until their respective successors are elected
and qualified.

2.   The ratification of the appointment of Bobbitt, Pittenger, &
Company, to audit the company's financial statements.

3.   The approval by the shareholders of options issued to officers,
directors and consultants of the company under the 1998 Stock Option Plan.

4.   The ratification of the 2001 Stock Option Plan.


<PAGE>  27


    Each Item above was duly brought before the shareholders and voted upon.
Paul Sloan and Jim Vondra were elected directors, to serve until the
annual meeting to be held in 2004. Items 2 and 3 and 4 above were duly
ratified.

    The current Officers of the Company were re-elected to serve for another
year, and the annual report including the audited financial statements for
the year ended December 31, 2000 was approved.

    At the meeting of the Board of Directors, immediately following the annual
meeting, Paul Sloan, the Company's President and CEO, was elected as Chairman
of the Board of Directors.  Ira Helman was appointed to the Board of
Directors, filling the vacancy created by the resignation of Larry Provost
in 2000.

Item 5. Other Information

On May 11, 2001, James Marquis resigned as director of the Company, citing
personal reasons. Michael Solomon was appointed by the Board of Directors to
fill the vacancy.

On May 12, 2001, the resignation of Melanie Meer as Secretary became effective,
and Ira Helman was appointed to fill the vacancy until the next annual
meeting of Shareholders.

On March 19, 2001, Futronix, Inc. was sold to Trident Systems International,
Inc.  Details of the sale, and the ensuing litigation are fully disclosed
elsewhere in this report on Form 10-QSB, and in the Reports on Form 8-K filed on
March 21, 2001, and May 15, 2001.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

(13) Incorporated by reference:
Quarterly and annual Reports on Form 10-QSB and 10-KSB, respectively, as
timely filed with the Securities and Exchange Commission pursuant to the
Securities and Exchange Act of 1934.

(27)   Financial Data Schedule for electronic filing.

(b) Reports on Form 8-K

    1. Form 8-K filed with the Securities and Exchange Commission on
September 28, 1999 regarding the acquisition of Gemini Learning Systems, Inc.


<PAGE>  28


    2. Form 8-K/A filed with the Securities and Exchange Commission on
October 29, 1999 regarding the acquisition of Gemini Learning Systems, Inc.

    3. Form 8-K filed with the Securities and Exchange Commission on
November 1, 1999 regarding the reverse stock split.

    4. Report on Form 8-K filed on May 27, 1999 reporting the change of
name from Sloan Electronics, Inc. to Salient Cybertech, Inc.

    5. Current Report on Form 8-K, reporting the purchase of Gemini Learning
Systems, Inc. by the Company, filed on September 28, 1999.

    6. First Amendment to Current Report on Form 8-K, providing the details
of the purchase of Gemini Learning Systems, Inc. by the Company, filed
on October 28, 1999.

    7. Second Amendment to the Current Report on Form 8-K, providing the
financial details of the purchase of Gemini Learning Systems, Inc.,
filed on December 28, 1999.

    8. Report on Form 8-K filed on February 22, 2000, reporting the
resignation of a director.

    9. Report on Form 8-K filed on March 29, 2000 (amended on April 8,
2000), reporting the change of Accountants.

   10. Report on Form 8-K filed on May 1, 2000, reporting the Change of
Address.

   11. Report on Form 8-K filed on May 5, 2000, reporting the Executive
Employment Agreement.

   12. Report on Form 8-K filed on May 23, 2000, reporting the Purchase of
Futronix, Inc.

   13. Report on Form 8-K filed on September 21, 2000, reporting the
Termination of Consulting Agreement.

   14. Report on Form 8-K filed on November 22, 2000 (amended on November
28, 2000), reporting Debenture and Securities Purchase Agreement.

   15. Report on Form 8-K filed on November 27, 2000, Gemini Contract
with Nortel.

   16. Report on Form 8-K filed on January 23, 2001, Change of
Accountants, amended on January 31, 2001.

   17. Report on Form 8-K filed on March 21, 2001, Sale of Futronix
to Trident Systems International, Inc.

   18. Report on Form 8-K filed on May 15, 2001, Legal Dispute with former
owners of Futronix.

(c) Other Filings Incorporated by Reference.

   1. Proxy Statement on Form DEF 14A, filed on March 16, 2001.

   2. Form NT-10-QSB filed on May 15, 2001.

                               Signatures

   In accordance with the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                          Salient Cybertech, Inc.

Dated:  May 21, 2001
                                              By: /s/Paul Sloan
                                              Paul Sloan
                                              President and CEO


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