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

                                   FORM 10-KSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For Fiscal Year Ended: December 31, 2001        Commission File Number 333-45678
                       -----------------                               ---------


                             WEDGE NET EXPERTS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         CALIFORNIA                                     33-0875030
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)


1706 Winding Ridge Road, Knoxville, Tennessee                           37922
---------------------------------------------                         ----------
  (Address of principal executive offices)                            (Zip code)

                                 (865) 694-6468
              -----------------------------------------------------
              (Registrant's telephone number, including area code)


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

Indicate by check 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
                                         ---          ---

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  the  issuer's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [ ]

State issuer's revenues for most recent fiscal year: $1,657
                                                     -------

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates (1,933,000 shares) based on the closing sale price as of March
20, 2002 being $3.70 per share: $7,152,100.
                                -----------

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest  practicable date:     4,733,000 shares of Common Stock
                                                      as of March 21, 2002.
                                                --------------------------------

Documents Incorporated by Reference:  None
                                      ----
<PAGE>


                    NOTE REGARDING FORWARD LOOKING STATEMENTS

Except for statements of historical fact, certain  information  contained herein
constitutes   "forward-looking   statements,"   including   without   limitation
statements containing the words "believes,"  "anticipates," "intends," "expects"
and words of similar import, as well as all projections of future results.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors which may cause the actual results or  achievements of the Company
to be  materially  different  from any  future  results or  achievements  of the
Company expressed or implied by such  forward-looking  statements.  Such factors
include,  but  are  not  limited  to the  following:  the  Company's  lack of an
operating history,  the Company's minimal level of revenues and unpredictability
of future  revenues;  the  Company's  future  capital  requirements  to  develop
additional  property within the defined claim; the risks associated with rapidly
changing  technology;  the risks  associated with  governmental  regulations and
legal  uncertainties;  and the other  risks and  uncertainties  described  under
"Description  of Business - Risk  Factors" in this Form  10-KSB.  Certain of the
forward looking  statements  contained in this annual report are identified with
cross-references  to this  section  and/or to specific  risks  identified  under
"Description of Business - Risk Factors".

                                     PART 1

ITEM 1. DESCRIPTION OF BUSINESS.

General

Wedge Net Experts,  Inc., is a development-stage  corporation that was organized
under the laws of the State of  California  on September 21, 1999. We propose to
provide  computer and Internet  consulting and technical  assistance and support
services and information concerning computer- and Internet-related  matters from
a web  site on the  Internet  under  development  with  approximately  21.6%  to
approximately 51.7% of the anticipated proceeds from this offering.  The balance
of the anticipated net offering proceeds has been allocated,  depending upon the
realization  of the  minimum  or the  maximum  offering,  for  equipment  and/or
software purchases, professional and stock transfer fees, marketing, general and
administrative  expenses,  travel expenses and/or working  capital.  Because our
activities  to date have been,  primarily,  organizational  and fund  raising in
nature and our web site is in the design and development stage, we have only two
existing,  and a limited  number of potential,  customers  for  person-to-person
consulting  and  technical  assistance  services as of the date of this  report.
Further,  our business plan is in the conceptual  stage and involves an unproven
business  concept;  i.e., we propose to employ expert  consultants  and amass an
international  database of information to enable persons,  for a reasonable fee,
to access our web site and obtain needed  assistance and information in order to
solve  difficulties and answer questions  relating to computers,  software,  the
Internet and related matters.

During the period from December 1999 through July 2000, we received net proceeds
in the amount of $50,000  from loans from four  persons  that were  subsequently
converted into an aggregate of 1,000,000  shares of common stock at the price of
$.05 per share. For exemptions from registration in connection with the sales of
the  securities,  we relied upon Section 4(2) of the  Securities Act of 1933 for
transactions by an issuer not involving a public securities offering and Section
25102(f) of the California  Corporations Code and Section  517.061(11)(a) of the
Florida  Securities  and  Investor  Protection  Act. In November  2001,  we sold
933,000  shares of common  stock at $0.05  per  share in a public  offering.  We
received $46,650 of gross proceeds from the offering.  There were $18,560 of net
proceeds after deducting offering costs of $28,090.

In February  2002,  we entered  into a letter of intent with  Sequiam,  Inc.,  a
privately held, Orlando, Florida based document management software company. The
letter of intent  contemplates a binding  acquisition  agreement whereby we will
acquire 100% of the common stock of Sequiam, Inc., in exchange for approximately
20,000,000  shares  of  our  common  stock.  Closing  of a  binding  acquisition

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agreement  is dependent  upon  completion  of due  diligence by both parties and
satisfaction of specific terms and conditions.  If the acquisition  agreement is
closed,  the transaction will result in a change in control of Wedge and will be
reported  on by an  8-K  Current  Report  which  discloses  the  details  of the
transaction  and the business,  management  and financial  condition of Sequiam,
Inc. In the event the transaction  does not close, we will continue our business
plan as described in this report.


Proposed Services

We propose to provide  computer and Internet  consulting  and technical  support
services  and  access to an  international  "knowledge  bank," or  database,  of
computer,  software,  Internet and related information via our proposed web site
on the Internet. We propose that customers who visit our site be able to access,
among other things, the following:

     * Online technical support and assistance;

     * Hardware and software product reference and user guides;

     * Repair information in question and answer format; and

     * "Short  response  and  in-depth  response  informational  data mining" or
       "FAQ's."

The  "FAQ"  service  would  enable  the  customer  to  engage in a dialog on the
Internet with one or more of our expert consultants.  Ideally,  users who access
our Internet  site would obtain  online,  real-time  responses  that may include
demonstrations and tutorials, rapid problem elimination and real-time, in- depth
solutions to problems and questions  relating to, among other  things,  computer
software and hardware malfunction, computer network configuration and operation,
Internet  connectivity  and  e-commerce,  or the  conduct  of  business  via the
Internet.

Because our web site,  including the  configuration  of the software,  is in the
development  stage, we have limited online services  available as of the date of
this report. We are providing person-to-person Internet consulting and technical
assistance  to two customers and  negotiating  with a number of other  potential
customers  currently.  We have allocated  $15,000 and $30,000 of the minimum and
the  maximum  proceeds,  respectively,  anticipated,  without  assurance,  to be
received from this offering for the completion of the design and  development of
our Internet site. Our customers are expected to include, primarily, businesses,
governments,  educational institutions and those engaged in leading-edge product
development.  We will charge each customer an as yet undetermined fee for access
to our proposed online, "knowledge  bank"/information database, which is not yet
complete, and provider network of expert consultants. Six consultants, including
four  programmers/analysts,  one application specialist and one project manager,
are performing services for us presently on an independent contract basis.

Management  envisions that,  because world commerce,  industry and education are
expected to be increasingly  computer-and  Internet-driven in the future, demand
will  inevitably  increase for the  problem-solving,  technical  assistance  and
informational  services  that we propose to offer online via our web site on the
Internet.  We believe that our online  services would serve as  alternatives  to
textbooks,  service  manuals,  product  and user  guides,  reference  works  and
certification  guides that,  historically,  have been the  principal  sources of
information  and  assistance  for owners of personal  computers  seeking to load
and/or use computer  software and other products.  We believe that our customers
would benefit from  obtaining  desired  information  and/or  assistance  from us
online and in  real-time  by saving the time  required  in  locating  the proper
manuals, guides or other reference materials and reading lengthy inapplicable or
otherwise  undesirable text.  Further, a customer's use of our proposed services
might  obviate  the need to obtain  formal  technical  training  in a  classroom
setting on the usage of various products,  and the continuously updated versions
of those products, available on the market from time-to-time.

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<PAGE>


We intend to retain experts,  including professors at universities and colleges,
authors  and  others,  involved  in  cutting-edge  technologies  in  each of the
computer,  software,  Internet  and  related  fields to serve as the  network of
providers performing  consulting services for us. As of the date of this report,
we have eight individuals,  including six programmers/analysts,  one application
specialist and one network manager, performing services for us on an independent
contract  basis.  We  presently  compensate  these  individuals  for their  time
pursuant to verbal arrangements. We have written agreements with each consultant
containing  confidentiality  and  three-year,  non-competition  provisions.  All
consultants,  except the network  manager,  receive 50% of their total  customer
billings as remuneration.  In the event that a project is completed by more than
one  consultant,  each  consultant's  portion  of 50% of the  total  fee  income
generated by that customer's project is allocated pro rata based upon the number
of hours spent. The network manager  receives 2% of the total customer  billings
by  all  consultants.  In  addition  to  the  foregoing  compensation,  we  have
occasionally  paid bonuses in the amount of $250 to  consultants  whose services
benefited Wedge Net, but did not generate fee income from customers. We recently
discontinued  our  practice  of  paying  $750  fellowships  to  student  interns
receiving college credit for services performed for us. Through the date of this
report,  we have paid a total of approximately  $2,729 in fee income and bonuses
to our eight consultants, including the network manager, and fellowships paid to
student  interns.  During our year ending December 31, 2001, we do not expect to
pay more than $6,000 for services  relating to server  enhancement  and internal
database, security and product development and a maximum of $1,000 in bonuses.

Further,  while we have not yet begun to  determine  the amount of  compensation
necessary to be paid in order to attract the large number of individuals of high
caliber that we desire to comprise our provider  network of expert  consultants,
as  finally  constituted,  we  anticipate  that  it  will  be  sizeable  in many
instances. We have allocated no funds, out of the proceeds anticipated,  without
assurance,  to be received  from this  offering,  for  consulting  fees or other
compensation for our existing and proposed consultants.  Accordingly,  we expect
that we will be unable to assemble a provider  network of expert  consultants of
the size and caliber  essential to our achievement of long-term success until we
realize  significant  profits,  if ever,  from our proposed  operations or raise
significant  capital  from  equity  and/or  debt  financing  in addition to that
anticipated from this offering.  Further,  if we are successful in retaining the
desired  consultants in the future,  we will be required to compensate them at a
competitive  level in order to assure their  continued  association  with us. We
anticipate,  although  we are  not  certain,  that  the  necessary  compensation
arrangements  would  include  an  hourly  fee  that  would be  passed  on to the
consumer, in combination with incentive  compensation of some type. We expect to
benefit from the anticipated  retention of experts as consultants who would work
from their own homes or  businesses  and not be employed as employees  requiring
office  space,  salary,  insurance  and other  benefits.  While we plan,  in the
future, to retain a number of high profile consultants associated with published
works who are expected to be critical to our  achievement of long-term  success,
we will not have the capability to do so until we obtain significant  capital in
excess of that  anticipated  to be realized  from this offering  and/or  achieve
significant profits from operations.

In order to provide all of the proposed services in accordance with our business
plan, we require software, including server/client,  front-end web software, web
and  telephone  activity and billing  products,  data entry tools,  security and
firewall tools,  page  presentation  products,  mirroring,  back-up and recovery
tools, data distribution utilities for graphics, sound and animated delivery and
full  relational  database,  including deep mining  protocols.  Hardware that we
require includes  telephone-bank/web-connect  entry and exit products, a reserve
power  back-up  ("UPS")  system,  a  front-end  server  for  expert  and  client
interaction  and a large  central  server  system  with mass  storage  for data.
Further,  we would need  redundancy  for  software and  hardware  with  24-hour,
seven-day access.

                                        4
<PAGE>


Marketing

While the market for our services is potentially as vast as the combined  number
of owners of computers and users of the Internet,  our customers are expected to
be,  primarily,  businesses,  governments,  educational  institutions  and those
engaged in cutting-edge product  development.  Jupiter Media Metrix, a leader in
market  intelligence,  reported on May 22, 2001, that, " . . . although the pace
[of online  retail sales] has eased,  U.S.  online retail sales will still reach
$104 billion in 2005 and $130 billion by 2006, up from $34 billion in 2001. This
compares with the Jupiter Media Metrix, original forecast of $36 billion in 2001
and $118 billion in 2005.  Jupiter Media Metrix analysts predict that " . . . 52
percent of the online population will be making retail purchases online by 2002,
up from 40 percent in 2000.  That  figure is  expected  to grow to 63 percent by
2006." This information  reinforces our belief that an immediate need exists for
online computer and Internet  consulting,  technical  assistance and information
services.

Our  operating  strategy  will be to  provide  superior,  innovative  consulting
services,  technical assistance and e-commerce solutions to customers on demand,
in real-time and at a reasonable  cost. We believe that our business concept has
the  advantage  of  providing  for  a  centralized,  international  database  of
computer,  software,  Internet and related  information  and expert  consultants
available to interpret and assist  customers to utilize the information to solve
or  answer  their  computer  network   configuration  and  operation,   Internet
connectivity,  e-commerce  and other  computer,  software  and  Internet-related
difficulties  and  questions.  Further,  our proposed web site is expected to be
more attractive in comparison to printed  materials in that  enhancements can be
made to the graphics and sound,  animation,  demonstrations,  video and assembly
graphics tools can be employed in place of the single frame  pictures  available
in printed form.

The fact that a corporation  or other entity is affiliated  with us or an equity
interest  in  Wedge  Net is  owned  by one or  more of our  executive  officers,
directors and/or controlling shareholders, will not disqualify that company from
consideration  as a  potential  customer.  In order  to  minimize  conflicts  of
interest,  we have  adopted in our minutes a policy that any  contracts or other
transactions with entities of which our officers,  directors and/or  controlling
shareholders  are also directors or officers,  or in which they have a financial
interest,  will be approved by a majority  of the  disinterested  members of the
Board of  Directors  or will be fair  and  reasonable,  but  that  none of those
transactions  by Wedge Net shall be affected or  invalidated  solely  because of
that  relationship  or interest of directors or  officers.  Nevertheless,  in an
instance where a disinterested majority of the members of the Board of Directors
is unavailable to approve a transaction  with an affiliated or related party, we
may, pursuant to action of the Board of Directors,  require that the transaction
be  deemed  to be fair  and  reasonable  in  order  to be a  valid,  enforceable
obligation.

Our  marketing  strategy is designed  to attract  customers  most likely to shop
online, convert browsers to buyers, meet or exceed customer expectations,  drive
repeat  purchases and build  enduring  brand equity.  In order to implement this
strategy,  we intend to implement an integrated  marketing campaign focused upon
advertising  to build  brand  equity,  create  awareness  and  generate  initial
purchases of our services offered on our web site. Depending on the availability
of funds, we intend to use a mix of broadcast media, including local newspapers,
trade  journals,  periodicals,  local  radio  in the  top  markets  with  online
shoppers,  outdoor advertising,  online banners,  text links, e-mail newsletters
and mailings of brochures to businesses, educational institutions and government
agencies,  among others. Our initial sales are expected to be the result of word
of mouth, generated by serving a number of high-profile, local customers, and/or
local advertising.

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<PAGE>


We  hope to  expand  from a  local  to a  national  base  of  customers  through
advertising on the Internet,  including the exhibition of model solutions on our
web site. Among businesses,  educational  institutions and government  agencies,
our target  customers will be those  seeking,  and willing to pay a premium for,
the most  advanced and  fully-integrated,  web-based  solutions  that  integrate
databases,  communications  and web-based  marketing  delivery  mechanisms.  The
technologies  that we intend to make  available  to our  customers  include  the
latest art,  design,  media,  digital  capture  and  delivery  tools,  software,
programming  scripts and supported  browser  features to which we can add active
e-mail  components,  product  comparison  database  structures  and  advertising
elements and in connection with which we can perform cataloging and order entry.
In  order  to  stay  apprised  of the  latest  technologies  available,  we will
continuously  seek out those  educators  and pioneers who are teaching and using
products considered state-of-the-art in the industry.

The success of our business  depends on attracting  and retaining a large number
of potential customers.  While we believe, we are not certain, that the usage of
the  Internet  as our  primary  marketing  device  will  enable us to  develop a
customer  base  more  quickly  and  cost-effectively   than  the  employment  of
traditional  marketing  methods involving a sales staff and/or other traditional
methods. As a development-stage company whose Internet site is not yet complete,
we lack  recognition  in the market.  Our success  depends on attracting a large
number of potential customers that traditionally use person-to-person consulting
services,  telephone-in technical assistance and support, classroom training and
a variety of written materials,  and persuading them to use our online services.
Our success is also dependent on ensuring that these customers  remain our loyal
long-term  customers.  In addition  to  persuading  customers  to use our online
services,  we cannot be  certain  that our  customers  will  accept  our  online
solution over those offered by our competitors. If we fail to persuade customers
to  utilize  our online  services  or our  competitors  are more  successful  in
achieving sales, then our revenues will suffer.  Furthermore, we may be required
to incur  significantly  higher and more sustained  advertising  and promotional
expenditures than we currently  anticipate to attract online shoppers to our web
site and to convert these shoppers to purchasing customers.  As a result, we may
not be able to achieve  profitability  when we expect, or at all. As of the date
of this report, we have only two existing, and a number of potential, customers.


Competition

Outsourcing  of computer  and  Internet  consulting,  technical  assistance  and
support  and  informational  needs is expected  to become  increasingly  popular
because the staffs of most companies,  educational institutions and governmental
agencies  do not have the  resources  or  training  required  to remain  current
regarding  the latest  computer and  Internet  tools and most dynamic and useful
advertising  and product  delivery  components.  Our  competition  consists of a
myriad of companies currently engaged in the business of:

     * Providing computer and/or Internet consulting services;

     * Providing  Internet-based  and/or telephone-in  technical  assistance and
support; and/or

     * Conducting  technical training in a classroom setting or otherwise on the
usage of new computer and software  products and new versions  thereof;  and, in
addition,

     *  Publishers  of computer,  software  and/or  Internet-related  textbooks,
service  manuals,  product and user guides,  reference  works and  certification
guides.

All of these  companies seek to meet the need for  information,  training and/or
assistance as a result of the burgeoning  complexities and difficulties  created
by the  increasing  dependence  of  corporations,  businesses  and  consumers on
computers and the Internet.  Many of the companies and other  organizations with
which we will be in competition are  established and have far greater  financial
resources,  substantially  greater  experience  and  larger  staffs  than we do.
Additionally, many of these organizations have proven operating histories, which

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we lack. We expect to face strong  competition from both these  well-established
companies and small independent companies like ourselves. As of the date of this
report, we are an insignificant  factor in the computer and internet consulting,
information service and technical assistance and support industries.  We believe
that the following are principal competitive factors in our market:

     * Web site recognition;
     * Quality of services and consultants;
     * Depth of database;
     * Streamlined consulting experience;
     * Reliability and speed of service delivery;
     * Speed and accessibility of web site;
     * Customer service;
     * Convenience; and
     * Price.

To  the  extent  that  we  become  dependent  on  one  or a few  customers,  the
termination  of these  relationships  could  adversely  affect  our  ability  to
continue as a viable  enterprise.  In  addition,  our business may be subject to
decline  because of generally  increasing  costs and expenses of doing business,
thus further increasing  anticipated  competition.  It is anticipated that there
may be  significant  technological  advances  in the  future and we may not have
adequate  creative  management  and resources to enable us to take  advantage of
these  advances.  The  effects  of any of these  technological  advances  on us,
therefore,  cannot be presently  determined.  We believe,  to the extent that we
have funds available,  that we will be capable of competing effectively with our
competitors.  However, because of our minimal capital, even after the successful
completion of this offering,  we expect to be at a competitive  disadvantage  in
our endeavor to:

     * Develop a web site sufficiently attractive to potential customers;

     *  Amass  the  quantity  of  computer,   software,   Internet  and  related
information necessary to fulfill customers' informational demands;

     * Retain the number and  caliber of  consultants  required  to achieve  the
rapid problem-solving capability desired; and

     * Provide the in-depth e-commerce solutions demanded by customers.

Further,  we cannot assume that we will be  successful  in achieving  profitable
operations  through our  proposed  business of  providing  computer and Internet
consulting,  technical assistance and support and informational services via the
Internet.


Government Regulation

We are not currently subject to direct federal,  state or local regulation other
than regulations  applicable to businesses  generally or directly  applicable to
retailing or electronic commerce.  However, as the Internet becomes increasingly
popular,  it is possible  that a number of laws and  regulations  may be adopted
with respect to the Internet.  These laws may cover issues such as user privacy,
freedom of  expression,  pricing,  content and quality of products and services,
taxation, advertising, intellectual property rights and security of information.
Furthermore,  the  growth of  electronic  commerce  may  prompt  demand for more
stringent consumer protection laws. Several states have proposed  legislation to
limit the uses of personal user  information  gathered  online or require online
services to establish  privacy  policies.  The Federal Trade Commission has also
initiated  action  against at least one online  service  regarding the manner in
which personal information is collected from users and provided to third persons
and has proposed  regulations  restricting the collection and use of information
from minors online. We do not currently provide individual personal  information
regarding our users to third persons and we currently do not identify registered
users by age. However, the adoption of additional privacy or consumer protection
laws could create uncertainty in usage of the Internet and reduce the demand for
our products and services or require us to redesign our web site.

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We are not  certain how our  business  may be  affected  by the  application  of
existing  laws  governing  issues  such  as  property   ownership,   copyrights,
encryption and other intellectual property issues,  taxation,  libel, obscenity,
qualification  to do business and personal  privacy.  The vast majority of these
laws were adopted prior to the advent of the Internet.  As a result, they do not
contemplate   or  address  the  unique   issues  of  the  Internet  and  related
technologies.  Changes in laws  intended to address  these  issues  could create
uncertainty in the Internet  marketplace.  This uncertainty  could reduce demand
for our services,  increase the cost of doing business as a result of litigation
costs and/or increase service delivery costs.


Risks Related to Internet Commerce

We depend on continued use of the Internet,  and if the use of the Internet does
not develop as we anticipate,  our sales may not grow.  Our future  revenues and
profits, if any,  substantially depend upon the widespread acceptance and use of
the Internet as an effective medium of business and  communication by our target
customers.  Rapid growth in the use of and interest in the Internet has occurred
only  recently.  As a result,  acceptance and use may not continue to develop at
historical rates, and a sufficiently  broad base of consumers may not adopt, and
continue to use, the Internet and other online services as a medium of commerce.
In addition,  the Internet may not be accepted as a viable long-term  commercial
marketplace  for  a  number  of  reasons,   including   potentially   inadequate
development of the necessary network  infrastructure  or delayed  development of
enabling technologies and performance improvements.  Our success will depend, in
large part,  upon third  parties  maintaining  the  Internet  infrastructure  to
provide a reliable network backbone with the speed, data capacity,  security and
hardware necessary for reliable Internet access and services.

Our  systems  and  operations  are  vulnerable  to natural  disasters  and other
unexpected  problems.  Substantially  all of  our  computer  and  communications
hardware is located at our  facility in  Knoxville,  Tennessee,  and our systems
infrastructure is hosted at a facility in Knoxville,  Tennessee. Our systems and
operations  are vulnerable to damage or  interruption  from fire,  flood,  power
loss,  telecommunications  failure and similar events. In addition,  our servers
are vulnerable to computer viruses, physical or electronic break-ins and similar
disruptions,  which  could lead to  interruptions,  delays,  loss of data or the
inability to accept and fulfill  customer  service  orders.  We do not currently
have fully redundant systems or a formal disaster recovery plan and do not carry
business interruption insurance to compensate for losses that may occur. We also
depend on the efficient operation of Internet  connections from customers to our
systems.  These connections,  in turn, depend on the efficient  operation of web
browsers,  Internet service providers and Internet  backbone service  providers,
all of which have had periodic  operational problems or experienced outages. Any
system  delays,  failure  or loss of data,  whatever  the  cause,  could  reduce
customer satisfaction with our applications and services and harm our sales.

We face the risk of systems  interruptions  and capacity  constraints on our web
site,  possibly  resulting in losses of revenue,  erosion of customer  trust and
adverse publicity. The availability, reliability and satisfactory performance of
our web site,  network  infrastructure  and transaction  processing  systems are
critical to our reputation  and our ability to attract and retain  customers and
to maintain  adequate  customer  service.  Any future systems  interruption that
results in the unavailability of our web site or reduced order fulfillment could
result in  negative  publicity  and reduce the volume of  services  sold and the
attractiveness of our web site, which could negatively  affect our revenues.  We
may experience  temporary  system  interruptions  in the future for a variety of
reasons,  including power failures,  software bugs and an overwhelming number of
visitors trying to reach our web site during  promotions.  We may not be able to
correct a problem  in a timely  manner  because  of our  dependence  on  outside

                                        8
<PAGE>


consultants for the  implementation  of certain  aspects of our system.  Because
some of the reasons for a systems  interruption  may be outside our control,  we
also may not be able to remedy the problem quickly or at all. To the extent that
customer traffic grows substantially, we will need to expand the capacity of our
systems to  accommodate a larger number of visitors.  Any inability to scale our
systems may cause  unanticipated  system  disruptions,  slower  response  times,
degradation in levels of customer service, impaired quality and speed of service
order fulfillment or delays in reporting accurate financial information.  We are
not certain that we will be able to project the rate or timing of increases,  if
any, in the use of our web site accurately or in a timely manner to permit us to
effectively  upgrade  and  expand  our  transaction-processing   systems  or  to
integrate  smoothly any newly  developed or purchased  modules with our existing
systems.


Intellectual Property Rights

We may be unable to  adequately  protect or enforce  our  intellectual  property
rights. We rely on a combination of trademark, trade secret and copyright law to
protect our intellectual  property.  These laws afford only limited  protection.
Despite our efforts to protect our proprietary rights,  unauthorized persons may
attempt to copy aspects of our web site,  including the look and feel of our web
site, services that we provide, organization, information and sales mechanics or
to  obtain  and use  information  that we  regard  as  proprietary,  such as the
technology  used to operate our web site and our  content.  We have not filed an
application to secure  registration  for our trademark,  "wedge net experts," in
the United States or any other country.  Any  encroachment  upon our proprietary
information, the unauthorized use of our trademark, the use of a similar name by
a competing  company or a lawsuit initiated against us for our infringement upon
another  company's  proprietary  information or improper use of their trademark,
may  affect  our  ability  to create  brand  name  recognition,  cause  customer
confusion and/or have a detrimental effect on our business.

Litigation or  proceedings  before the U.S.  Patent and Trademark  Office may be
necessary in the future to enforce our intellectual  property rights, to protect
our trade secrets and domain name and to determine the validity and scope of the
proprietary  rights of others. Any litigation or adverse proceeding could result
in  substantial  costs and diversion of resources and could  seriously  harm our
business   and   operating   results.   Finally,   if  we  sell   our   services
internationally,  the laws of many  countries  do not  protect  our  proprietary
rights to as great an extent as do the laws of the United States.

Third parties may also claim infringement by us with respect to past, current or
future  technologies.  We  expect  that  participants  in our  markets  will  be
increasingly  subject  to  infringement  claims as the  number of  services  and
competitors in our industry  segment grows.  Any claim,  whether  meritorious or
not, could be time-consuming, result in costly litigation, cause service upgrade
delays or require  us to enter  into  royalty  or  licensing  agreements.  These
royalty or licensing agreements might not be available on terms acceptable to us
or at all.


Employees and Consultants

Since  inception,  we have had three  part-time,  and no  full-time,  employees.
Messrs.  Gregory M.  Walters  and Donald R. Brady and Ms. Dana E.  Walters,  our
executive  officers and directors,  have served as part-time  employees of Wedge
Net since our inception.

As of the date of this report, we have retained eight individuals, including six
programmers/analysts,  one application  specialist and one project  manager,  to
perform  services  for  us  on  an  independent  contract  basis.  We  presently
compensate these individuals for their time pursuant to verbal arrangements.  We
have written  agreements with each  consultant  containing  confidentiality  and

                                        9
<PAGE>


three-year,  non-competition  provisions.  All  consultants,  except the network
manager,  receive 50% of their total customer  billings as remuneration.  In the
event that a project is completed by more than one consultant, each consultant's
portion of 50% of the total fee income  generated by that customer's  project is
allocated  pro rata based upon the number of hours  spent.  The network  manager
receives 2% of the total customer  billings by all  consultants.  In addition to
the foregoing  compensation,  we have occasionally paid bonuses in the amount of
$250 to consultants whose services benefited Wedge Net, but did not generate fee
income from  customers.  We recently  discontinued  our  practice of paying $750
fellowships to student interns receiving  college credit for services  performed
for us. Through the date of this report,  we have paid a total of  approximately
$2,729 in fee income and bonuses to our eight consultants, including the network
manager,  and  fellowships  paid to  student  interns.  During  our year  ending
December  31,  2001,  we do not  expect to pay more  than  $6,000  for  services
relating to server  enhancement  and  internal  database,  security  and product
development and a maximum of $1,000 in bonuses.

We  intend  to  retain  a large  number  of  experts,  including  professors  at
universities   and  colleges,   authors  and  others  involved  in  cutting-edge
technologies in each of the computer,  software,  Internet and related fields to
serve as the network of  providers  performing  consulting  services  for us. We
intend to enter into written  agreements  with these  individuals at competitive
rates  that  would  provide  for an  hourly  fee that  would be passed on to the
consumer,  in  combination  with  incentive  compensation  of some type. We have
allocated no funds, out of the proceeds  anticipated,  without assurance,  to be
received from this offering,  for consulting fees or other  compensation for our
existing or proposed consultants.  Accordingly, we expect that we will be unable
to  assemble a provider  network of expert  consultants  of the size and caliber
essential to our achievement of long-term  success until we realize  significant
profits, if ever, from our proposed operations or raise significant capital from
equity and/or debt financing in addition to that anticipated from this offering.
Additionally,  we plan,  in the  future,  to  retain a  number  of high  profile
consultants associated with published works who are also expected to be critical
to our  achievement  of long-term  success.  We will not have the  capability to
retain any of these  individuals  as  consultants  until we realize  significant
additional funding and/or profits from operations.


ITEM 2 - Description of Property

We maintain our offices  rent-free at the  residence of Mr.  Gregory M. Walters,
our President,  Chief Executive  Officer and Chairman of the Board of Directors,
located at 1706 Winding Ridge Road, Knoxville, Tennessee 37922. We have a verbal
arrangement with Mr. Walters for the provision of the office space. There are no
termination  arrangements  in the verbal  agreement  for  office  space with Mr.
Walters. We rent approximately  eighteen square feet of space for our server and
access for our shared T-1 line located at 8044 Ray Meres  Boulevard,  Knoxville,
Tennessee  37919,  at  the  rate  of  $300  per  month  pursuant  to  a  verbal,
quarter-to-quarter  rental arrangement.  We anticipate the continued utilization
of the offices located at our President's residence on a rent-free basis and the
rental of the space for our server and shared T-1 line until such time as we are
able to locate facilities adequate to support low-cost access to a T-1 line. The
office  arrangement,  which is expected to be adequate to meet our needs for the
foreseeable  future,  has been  valued at $200 per month and is  included in the
accompanying financial statements as rent expense with a corresponding credit to
contributed  capital.  The rental  arrangement  for our server and access to our
shared T-1 line is also expected to be adequate to meet our  foreseeable  future
needs. Our telephone and facsimile number is (865) 694-6468.


ITEM 3 - Legal Proceedings

The Company is not a party to any pending or  threatened  litigation  and to its
knowledge,  no action,  suit or  proceedings  has been  threatened  against  its
officers and its directors.

                                       10
<PAGE>


ITEM 4 - Submission of Matters to a Vote of Security Holders

None. No matters were submitted during the fiscal year covered by this report to
a vote of security holders.


PART II

ITEM 5 - Market for Common Equity and Related Stockholder Matters

The  Company's  common  stock has been  quoted on the  National  Association  of
Securities Dealers'  Over-the-Counter market since February 8, 2002. There is no
other public trading market for the Company's equity securities.

The  following  table  summarizes  trading in the  Company's  common  stock,  as
provided by quotations  published by the OTC Bulletin  Board for the period from
February 8, 2002 to March 21, 2002. The quotations reflect  inter-dealer  prices
without retail  mark-up,  markdown or commission,  and may not represent  actual
transactions.

              Quarter Ended             High Bid          Low Bid
              -------------             --------          -------
              March 31, 2002             $3.70             $2.00

As of March 21, 2002, there were fifty-seven  holders of record of the Company's
common stock that does not account for the number of  beneficial  holders  whose
stock is held in the name of broker-dealers or banks.

The Company has not paid, and, in the foreseeable  future,  the Company does not
intend to pay any dividends.


ITEM 6 - Management's Discussion and Analysis of Financial Condition and Results
         of Operations


PLAN OF OPERATION

We have commenced development of an interactive web site located on the Internet
via which we will offer computer and Internet  consulting,  technical assistance
and support and informational  services. We are in the development stage and, to
date,  management  has  devoted  substantially  all of its  time and  effort  to
organizational  and financing  matters and the initial design and development of
our web site.

In November 2001, we sold 933,000 shares of common stock at $0.05 per share in a
public offering. We received $46,650 of gross proceeds from the offering.  There
were $18,560 of net proceeds after deducting offering costs of $28,090.

In February  2002,  we entered  into a letter of intent with  Sequiam,  Inc.,  a
privately held, Orlando, Florida based document management software company. The
letter of intent  contemplates a binding  acquisition  agreement whereby we will
acquire 100% of the common stock of Sequiam, Inc., in exchange for approximately
20,000,000  shares  of  our  common  stock.  Closing  of a  binding  acquisition
agreement  is dependent  upon  completion  of due  diligence by both parties and
satisfaction of specific terms and conditions.  If the acquisition  agreement is
closed,  the transaction will result in a change in control of Wedge and will be
reported  on by an  8-K  Current  Report  which  discloses  the  details  of the
transaction  and the business,  management  and financial  condition of Sequiam,
Inc. In the event the transaction  does not close, we will continue our business
plan as described in this report.

                                       11
<PAGE>


Through the date of this report,  we have generated only minimal service revenue
and we have  realized  a net loss from  operations.  For the  fiscal  year ended
December 31, 2001 and the fiscal year ended  December 31, 2000,  we had sales of
$$1,657  and $90,  respectively,  and a net loss of  $(78,132),  and  $(16,288),
respectively, or less than $(.01) per share.

Operating expenses for the fiscal year ended December 31, 2001, were $79,789 and
included  compensation  ($7,561),  contract labor  ($1,397),  professional  fees
($4,145),   office  ($3,446),   travel  ($974),   Internet  services   ($3,600),
depreciation ($4,496) and other ($2,140). We also recorded an expense of $49,630
for services  contributed the company by officers with a corresponding credit to
contributed  capital and $2,400 of contributed rent.  Operating expenses for the
fiscal  year  ended  December  31,  2000  were  $15,836,  included  compensation
($3,000),  contract labor ($2,250),  contributed rent ($2,400), office ($1,976),
travel ($2,098),  Internet services  ($1,095),  depreciation  ($1,455) and other
($1,549).

     The success of our proposed web site is dependent upon our ability to amass
a sizeable amount of computer,  software,  Internet and related information.  We
must also attract and retain qualified expert  consultants to provide  accurate,
real-time  responses to  customers'  questions,  rapid problem  elimination  and
real-time,  in-depth  solutions to problems  relating  to,  among other  things,
computer software and hardware  malfunction,  computer network configuration and
operation, Internet connectivity and e-commerce. We cannot be certain that:

     * We will achieve commercial acceptance for any of our proposed services in
the future;

     * Future service revenue will materialize or be significant;

     * Any sales will be profitable; or

     * We  will  have  sufficient  funds  available  for  further  research  and
development of our proposed services.

The likelihood of our success will also depend upon our ability to:

     * Raise  additional  capital from equity and/or debt  financing to overcome
the problems and risks described herein;

     * Absorb the expenses and delays frequently encountered in the operation of
a new business; and

     * Succeed in the competitive environment in which we will operate.

Although  management  intends to explore all available  alternatives  for equity
and/or  debt  financing,  including,  but not  limited  to,  private  and public
securities  offerings,  we cannot be  certain  that we will be able to  generate
additional  capital.  Our  continuation  as a going  concern is dependent on our
ability to generate  sufficient  cash flow to meet our  obligations  on a timely
basis and ultimately to achieve profitability.


Plan of Operation

Our plan of operation for the next twelve months is to focus upon the completion
of the  development  of our web site,  including  an  international  database of
computer,  software,  Internet and related information,  and assemble a provider
network of qualified expert consultants to provide accurate, real-time responses
to  customers'  question,  rapid problem  elimination  and  real-time,  in-depth
solutions to problems  relating to, among other  things,  computer  software and
hardware  malfunction,  computer network  configuration and operation,  Internet
connectivity  and  e-commerce.  Upon  completion  of these steps,  we propose to

                                       12
<PAGE>


concentrate  on the  marketing  and  sale of our  consulting  and  informational
services and  technical  assistance  and support  through  online  marketing and
advertising, primarily. We are unable to calculate the exact cost of our plan of
operations  over the next twelve  months.  We have allocated the sums of $16,500
and  $55,000,  out the minimum and the maximum  anticipated  offering  proceeds,
respectively,  for web site development and marketing during the one-year period
following  the  completion of this  offering.  We have  allocated  $5,000 of the
minimum, and $20,000 of the maximum, proceeds anticipated from this offering for
the purchase of computer equipment. We do not expect a significant change in the
number of employees  for the next twelve  months.  If we are  successful  in our
efforts  to  raise  significant  additional  funding  from  equity  and/or  debt
financing,  we intend to allocate the bulk of those funds for  marketing  and to
retain a large  number of  expert  consultants  as  independent  contractors  to
perform services for us. The size of our provider network of expert  consultants
is dependent upon the availability of capital.

We believe that we may not realize  significant  profits from  operations in the
next year and that it will be  necessary  to raise  additional  funds.  The full
implementation of our business plan, including the assembly of a large number of
expert  consultants,   is  dependent  upon  our  ability  to  raise  significant
additional capital from equity and/or debt financing and/or achieve  significant
profits from operations.  We have no organized plan to raise additional capital.
However,  we intend to increase  our  efforts to raise  capital,  exploring  all
available  alternatives  for debt and/or equity  financing,  including,  but not
limited to, private and public securities  offerings.  We cannot be certain that
these  efforts will be  successful.  In the event that only  limited  additional
financing  is  received,  we expect our  opportunities  in the market for online
computer and Internet consulting,  informational  services and technical support
and assistance to be limited. Further, even if we succeed in obtaining the level
of funding necessary to fully develop our International database of information,
assemble a large expert provider  network and enhance our web site and, in turn,
obtain a sizable  customer base,  this will not ensure the  realization by us of
profits from operations.


Milestones

The steps needed to make Wedge Net operational and successful are the following:

     *    Completion  of our web site on the Internet so that it is considered a
          premier  source of  computer,  software and  Internet  consulting  and
          information and technical assistance and support services;

     *    Assembly of our international database of computer, software, Internet
          and related information;

     *    Retention of university and college professors,  authors and others to
          serve as our provider network of expert consultants;

     *    Thorough  marketing and building of the "Wedge Net" brand name and our
          consulting, technical support and informational services; and

     *    Upgrading  and  enhancement  of  our  systems  and  infrastructure  to
          accommodate growth.

We are  currently in the process of achieving  the steps of  completing  our web
site  and  assembling  our  international   database  of  information  with  the
utilization  of the funds  received  from loans  converted  into  common  stock.
However,  funding for the  completion  of these steps,  employment of a provider
network of expert consultants,  brand building, marketing and enhancement of our
systems is  dependent  upon the  receipt  of capital  from  equity  and/or  debt
financing  and/or the  realization  of profits from  operations.  Because we are
dependent upon additional funding to achieve the milestones needed to make Wedge
Net operational  and  successful,  we are unable to anticipate the timing of the

                                       13
<PAGE>


milestones.  Further,  because we have only  commenced the first two  milestones
listed above,  we are not yet able to determine the costs  associated  with each
milestone.  Although we do not know the ultimate  cost of  completing  the steps
necessary in order to become  fully-operational and profitable,  we expect to be
able to  complete  our web site,  develop a limited  database  of  international
information and initiate a limited marketing  campaign during the current fiscal
year. The bulk of the funds received from our public offering were allocated for
web  site  development,   including  assembly  of  the  information  database  ,
professional fees , equipment purchases and marketing. In addition, we allocated
offering  proceeds for stock  transfer fees and general and  administrative  and
travel  expenses.  We anticipate  the  necessity of paying a sizeable  amount of
compensation to our provider network of expert  consultants,  including the high
profile consultants  associated with published works believed to be essential to
our long-term success.  We cannot be certain that we will be able to raise these
funds from a private or public securities offering or otherwise. We already have
two customers and a number of prospective  customers for our consulting services
and  technical  assistance,  and have  received  limited  revenues of $1,657 and
incurred operating expenses of $(79,789)as of December 31, 2001.

While our  independent  auditors have presented our financial  statements on the
basis that Wedge Net is a going concern,  which  contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business over
a  reasonable  length of time,  they have noted that we are a  development-stage
company with a limited  operating history and a net loss of $(78,132) during the
fiscal year ended December 31, 2001. These factors,  among others,  may indicate
that we will be unable to continue as a going concern for a reasonable time. Our
future success will be dependent upon:

     * Our ability to provide  effective and  competitive  computer and Internet
consulting, technical assistance and informational services; and

     * The  continued  acceptance  of the  Internet  for the sale of  goods  and
services; and

     * our  ability to develop and provide  new  services  that meet  customers'
changing requirements.

Should our  efforts to raise  additional  capital  through  equity  and/or  debt
financing fail, management and other related parties are expected to provide the
necessary working capital so as to permit us to continue as a going concern.

Net cash used in operating  activities  was  $(21,322) for the fiscal year ended
December 31, 2001 and $9,488 for the fiscal year ended  December  31, 2000.  For
the fiscal year ended December 31, 2001,  net cash used in investing  activities
was $4,855 and $12,358 for the fiscal year ended  December  31,  2000.  Net cash
provided by financing  activities was $35,329 for the fiscal year ended December
31, 2001 and $28,331 for the fiscal year ended December 31, 2000.

Inflation:  We  believe  that  inflation  has not had a  material  impact on our
            business.

Seasonality:  We do not believe that our business is seasonal.


Item 7. Financial Statements.

                                       14
<PAGE>



                             WEDGE NET EXPERTS, INC.
                          (A Development Stage Company)
                          Index to Financial Statements

                                                                            Page
                                                                            ----

Report of Independent Auditors ...........................................   F-2

Balance Sheet at December 31, 2001 .......................................   F-3

Statements of Operations for the years ended December 31, 2001 and 2000
     and from September 21, 1999 (inception) through December 31, 2001 ...   F-4

Statement of Changes in Shareholders' Equity for the period from
     September 21, 1999 (inception) through December 31, 2001 ............   F-5

Statements of Cash Flows for the years ended December 31, 2001 and 2000
     and from September 21, 1999 (inception) through December 31, 2001 ...   F-7

Notes to Financial Statements ............................................   F-8

<PAGE>

                         REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Shareholders
Wedge Net Experts, Inc.:


We have  audited the balance  sheet of Wedge Net  Experts,  Inc. (a  development
stage  company)  as  of  December  31,  2001,  and  the  related  statements  of
operations,  shareholders'  equity,  and cash flows for the years ended December
31, 2001 and 2000, and from September 21, 1999 (inception)  through December 31,
2001.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United  States.  Those  standards  require  that we plan and  perform the
audits 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 Wedge Net Experts,  Inc. as of
December 31, 2001,  and the results of its operations and its cash flows for the
years ended December 31, 2001 and 2000, and from September 21, 1999  (inception)
through  December 31, 2001 in conformity  with accounting  principles  generally
accepted in the United States.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 1 to the  financial
statements,   the  Company  has  suffered  significant  operating  losses  since
inception,  which raises a substantial  doubt about its ability to continue as a
going concern. Management's plans in regard to this matter are also described in
Note 1. The  financial  statements  do not  include any  adjustments  that might
result from the outcome of this uncertainty.


/s/ Cordovano and Harvey, P.C.
------------------------------
Cordovano and Harvey, P.C.
Denver, Colorado
January 21, 2002


                                       F-2
<PAGE>

                             WEDGE NET EXPERTS, INC.
                          (A Development Stage Company)
                                  Balance Sheet
                                December 31, 2001


Assets
Current assets:
    Cash ..........................................................   $  20,552
                                                                      ---------
                  Total current assets ............................      20,552

Equipment, net ....................................................      11,262
                                                                      ---------

                                                                      $  31,814
                                                                      =========

                       Liabilities and Shareholders' Equity

Current liabilities:
    Accounts payable and accrued liabilities ......................   $   2,687
                                                                      ---------
                  Total current liabilities .......................       2,687
                                                                      ---------

Shareholders' equity (Notes 2, 3 and 4):
    Preferred stock, $.001 par value; 10,000,000 shares authorized;
       -0- shares issued and outstanding ..........................        --
    Common stock, $.001 par value; 50,000,000 shares authorized;
       4,733,000 shares issued and outstanding ....................       4,733
    Additional paid-in capital ....................................     122,407
    Accumulated deficit ...........................................     (98,013)
                                                                      ---------

                  Total shareholder's equity ......................      29,127
                                                                      ---------

                                                                      $  31,814
                                                                      =========

                 See accompanying notes to financial statements

                                       F-3
<PAGE>

<TABLE>
                             WEDGE NET EXPERTS, INC.
                          (A Development Stage Company)
                            Statements of Operations
<CAPTION>

                                                                           September 21,
                                                                               1999
                                                                            (Inception)
                                               Years Ended December 31,       Through
                                              --------------------------    December 31,
                                               2001               2000          2001
                                              -----------    -----------    -----------

<S>                                           <C>            <C>            <C>
Net sales .................................   $     1,657    $        90    $     1,747
                                              -----------    -----------    -----------

Operating expenses:
    Compensation ..........................         7,561          3,000         10,561
    Contract labor ........................         1,397          2,250          3,647
    Stock-based compensation (Note 2):
       Organization services ..............          --             --            2,800
    Contributed services (Note 2) .........        49,630           --           49,630
    Contributed rent (Note 2) .............         2,400          2,400          5,400
    Professional fees .....................         4,145             13          4,158
    Office ................................         3,446          1,976          5,422
    Travel ................................           974          2,098          3,072
    Internet services .....................         3,600          1,095          4,695
    Depreciation ..........................         4,496          1,455          5,951
    Other .................................         2,140          1,549          3,874
                                              -----------    -----------    -----------

                   Total operating expenses        79,789         15,836         99,210
                                              -----------    -----------    -----------

                   Loss from operations ...       (78,132)       (15,746)       (97,463)

    Interest expense ......................          --             (542)          (550)
                                              -----------    -----------    -----------

                   Loss before income taxes       (78,132)       (16,288)       (98,013)

    Income tax provision (Note 5) .........          --             --             --
                                              -----------    -----------    -----------

                   Net loss ...............   $   (78,132)   $   (16,288)   $   (98,013)
                                              ===========    ===========    ===========

Basic and diluted loss per share ..........   $     (0.02)   $     (0.01)
                                              ===========    ===========

Weighted average common shares outstanding      3,871,769      3,216,667
                                              ===========    ===========
</TABLE>


                 See accompanying notes to financial statements

                                       F-4
<PAGE>

<TABLE>
                             WEDGE NET EXPERTS, INC.
                          (A Development Stage Company)
                  Statement of Changes in Shareholders' Equity
<CAPTION>


                                              Preferred Stock          Common Stock         Additional
                                         ----------------------   -----------------------    paid-in      Accumulated
                                          Shares     Par Value      Shares     Par Value      capital      deficit        Total
                                         ---------   ----------   ----------   ----------   ----------    ----------    ----------
<S>                                      <C>         <C>          <C>          <C>          <C>           <C>           <C>
Balance at
    September 21, 1999 (inception) ....       --     $     --           --     $     --     $     --      $     --      $     --

September 22, 1999, shares issued
    in exchange for services related to
    the organization of the Company
    ($.001/share) (Note 2) ............       --           --      2,800,000        2,800         --            --           2,800
October 20, 1999, capital contribu-
    tion by officer (Note 2) ..........       --           --           --           --            100          --             100
Office space contributed by an
    officer (Note 2) ..................       --           --           --           --            600          --             600
Net loss ..............................       --           --           --           --           --          (3,593)       (3,593)
                                         ---------   ----------   ----------   ----------   ----------    ----------    ----------

Balance at
    December 31, 1999 .................       --           --      2,800,000        2,800          700        (3,593)          (93)

July 25, 2000, capital contribu-
    tion by officer (Note 2) ..........       --           --           --           --            100          --             100
August 2, 2000, shares issued in
    exchange for debt and related
    accrued interest ($.05/share)
    (Note 3) ..........................       --           --      1,000,000        1,000       49,550          --          50,550
Office space contributed by an
    officer (Note 2) ..................       --           --           --           --          2,400          --           2,400
Net loss ..............................       --           --           --           --           --         (16,288)      (16,288)
                                         ---------   ----------   ----------   ----------   ----------    ----------    ----------
</TABLE>

                 See accompanying notes to financial statements

                                       F-5
<PAGE>


                                     <TABLE>
                             WEDGE NET EXPERTS, INC.
                          (A Development Stage Company)
                  Statement of Changes in Shareholders' Equity
                                   (Continued)
<CAPTION>


                                              Preferred Stock          Common Stock         Additional
                                         ----------------------   -----------------------    paid-in      Accumulated
                                          Shares     Par Value      Shares     Par Value      capital      deficit        Total
                                         ---------   ----------   ----------   ----------   ----------    ----------    ----------
<S>                                      <C>         <C>          <C>          <C>          <C>           <C>           <C>
Balance at
    December 31, 2000 .................       --           --      3,800,000        3,800       52,750       (19,881)       36,669

October 2001, sale of common
    stock, net of offering costs of
    $28,090 (Note 4) ..................       --           --        933,000          933       17,627          --          18,560
Office space contributed by an
    officer (Note 2) ..................       --           --           --           --          2,400          --           2,400
Services contributed by an
    officer (Note 2) ..................       --           --           --           --         49,630          --          49,630
Net loss ..............................       --           --           --           --           --         (78,132)      (78,132)
                                         ---------   ----------   ----------   ----------   ----------    ----------    ----------

Balance at
    December 31, 2001 .................       --     $     --      4,733,000   $    4,733   $  122,407    $  (98,013)   $   29,127
                                         =========   ==========   ==========   ==========   ==========    ==========    ==========
</TABLE>

                 See accompanying notes to financial statements

                                       F-6
<PAGE>

<TABLE>
                             WEDGE NET EXPERTS, INC.
                          (A Development Stage Company)
                            Statements of Cash Flows

<CAPTION>
                                                                                                                 September 21,
                                                                                                                     1999
                                                                                                                 (Inception)
                                                                                   Years Ended December 31,        Through
                                                                                   ------------------------      December 31,
                                                                                     2001            2000            2001
                                                                                   --------        --------        --------
<S>                                                                                <C>             <C>             <C>
Cash flows from operating activities:
    Net loss ...................................................................   $(78,132)       $(16,288)       $(98,013)
    Adjustments to reconcile net loss to net cash
       used by operating activities:
         Depreciation ..........................................................      4,496           1,455           5,951
         Common stock issued to officer in exchange
            for services (Note 2) ..............................................       --              --             2,800
         Common stock issued as payment for
            accrued interest (Note 3) ..........................................       --               550             550
         Services contributed by an officer (Note 2) ...........................     49,630            --            49,630
         Office space contributed by an officer (Note 2) .......................      2,400           2,400           5,400
         Changes in operating assets and liabilities:
            Receivables ........................................................         97             (97)           --
            Accounts payable ...................................................        148            --               148
            Accrued expenses ...................................................        531           2,000           2,539
            Due to officer .....................................................       (492)            492            --
                                                                                   --------        --------        --------
                    Net cash used in
                       operating activities ....................................    (21,322)         (9,488)        (30,995)
                                                                                   --------        --------        --------

Cash flows from investing activities:
    Acquisition of property and equipment ......................................     (4,855)        (12,358)        (17,213)
                                                                                   --------        --------        --------

                    Net cash used in
                       investing activities ....................................     (4,855)        (12,358)        (17,213)
                                                                                   --------        --------        --------

Cash flows from financing activities:
    Proceeds from issuance of notes payable ....................................       --            45,000          50,000
    Capital contributions by officer (Note 2) ..................................       --               100             200
    Proceeds from sale of common stock .........................................     46,650            --            46,650
    Payments for offering costs ................................................    (11,321)        (16,769)        (28,090)
                                                                                   --------        --------        --------
                    Net cash provided by
                       financing activities ....................................     35,329          28,331          68,760
                                                                                   --------        --------        --------

                    Net change in cash .........................................      9,152           6,485          20,552

Cash, beginning of period ......................................................     11,400           4,915            --
                                                                                   --------        --------        --------

Cash, end of period ............................................................   $ 20,552        $ 11,400        $ 20,552
                                                                                   ========        ========        ========

Supplemental disclosure of cash flow information:
   Cash paid during the year for:
       Income taxes ............................................................   $   --          $   --          $   --
                                                                                   ========        ========        ========
       Interest ................................................................   $   --          $   --          $   --
                                                                                   ========        ========        ========

Non-cash financing activities:
    Common stock issued in exchange for debt (Note 3) ..........................   $   --          $ 50,000        $ 50,000
                                                                                   ========        ========        ========

</TABLE>


                 See accompanying notes to financial statements

                                       F-7
<PAGE>

                             WEDGE NET EXPERTS, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements

Note (1) Summary of Significant Accounting Policies

Organization and Basis of Presentation

The Company was incorporated under the laws of California on September 21, 1999.
The principal  activities since inception have been organizational  matters, the
issuance  of  shares  of its $.001 par value  common  stock,  the  issuance  and
conversion of convertible debt instruments,  and the development of a market for
its services. The Company was formed to provide  expert-consulting  services for
Internet infrastructure problems and product development.

Wedge  Net  Experts,  Inc.  (the  "Company")  is in  the  development  stage  in
accordance with Financial  Accounting  Standards  Board  Statements of Financial
Accounting Standards (SFAS) No. 7 "Accounting and Reporting by Development Stage
Enterprises".

The  accompanying  financial  statements  have been  prepared on a going concern
basis,  which  contemplates  the  realization  of  assets  and  satisfaction  of
liabilities  in the  normal  course of  business.  As shown in the  accompanying
financial  statements,  the  Company is a  development  stage  company  that has
suffered  significant  losses since inception.  This factor,  among others,  may
indicate  that the Company  will be unable to continue as a going  concern for a
reasonable time.

The  financial  statements  do  not  include  any  adjustments  relating  to the
recoverability  and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern. The Company's continuation
as a going  concern is dependent  upon its ability to generate  sufficient  cash
flow to meet  its  obligations  on a  timely  basis  and  ultimately  to  attain
profitability.  The  Company's  management  intends to fund  operations  through
proceeds  received from its stock offering and service revenue.  Management also
plans to seek additional funding through debt financing, as necessary.

Use of Estimates

The  preparation  of the  financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that affect the reported  amounts of assets,  liabilities,  and the
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

For the  purposes of the  statement  of cash flows,  the Company  considers  all
highly  liquid debt  instruments  purchased  with an original  maturity of three
months or less to be cash  equivalents.  The Company had no cash  equivalents at
December 31, 2001.


                                       F-8
<PAGE>


                             WEDGE NET EXPERTS, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements

Equipment and Depreciation

Equipment  is recorded at cost.  When  capital  assets are retired or  otherwise
disposed of, the related cost and accumulated  depreciation are removed from the
respective  accounts  and the net  difference,  less  any  amount  realized,  is
reflected in the statement of operations.

Depreciation is calculated on the straight-line method over the estimated useful
lives of the assets.

Deferred Offering Costs

The  Company  incurred  legal,  accounting  and  printing  fees  related  to the
preparation  of a  registration  statement  on  Form  SB-2  during  the  periods
presented  (see  Note 4).  Costs  associated  with the  Form  SB-2 are  recorded
initially  as  a  deferred  asset  until  the  stock  offering  is  successfully
completed,  at which time they are recorded as a reduction of gross  proceeds in
shareholders' equity. If an offering is not successful, the costs are charged to
operations at that time.

Loss Per Share

The  Company  reports  loss per  share  using a dual  presentation  of basic and
diluted loss per share.  Basic loss per share has been  computed on the weighted
average  of common  shares  outstanding.  Diluted  loss per share  utilizes  the
average  market  price per share when  applying  the  treasury  stock  method in
determining  common  stock   equivalents.   The  Company  had  no  common  stock
equivalents  outstanding at December 31, 2001;  therefore,  there is no variance
between the basic and diluted loss per share.

Income Taxes

Income taxes are provided  for the tax effects of  transactions  reported in the
financial  statements  and consist of taxes  currently due plus  deferred  taxes
related  primarily to  differences  between the recorded  book basis and the tax
basis of assets and  liabilities  for  financial and income tax  reporting.  The
deferred tax assets and liabilities represent the future tax return consequences
of those differences, which will either be taxable or deductible when the assets
and liabilities are recovered or settled. Deferred taxes are also recognized for
operating  losses that are  available to offset  future  taxable  income and tax
credits that are available to offset future federal income taxes.

Revenue Recognition

The Company's  revenues are reported in accordance  with Securities and Exchange
Commission Staff Accounting Bulletin No. 101, "Revenue Recognition." The Company
recognizes  revenue only after its service has been performed and collectibility
of its fee is reasonably assured.

Fair Value of Financial Instruments

SFAS 107,  "Disclosure  About Fair  Value of  Financial  Instruments,"  requires
certain  disclosures  regarding  the fair value of  financial  instruments.  The
Company has determined,  based on available  market  information and appropriate
valuation methodologies, the fair value of its financial instruments approximate
carrying  value.  The  carrying  amounts of cash,  accounts  payable,  and other
current liabilities approximate fair value due to the short-term maturity of the
instruments.
                                       F-9
<PAGE>


                             WEDGE NET EXPERTS, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements

Stock-based Compensation

The Company  accounts for  stock-based  employee  compensation  arrangements  in
accordance with Accounting  Principles Board ("APB") Opinion 25, "Accounting for
Stock Issued to Employees" and complies with the  disclosure  provisions of SFAS
No.  123,   "Accounting  for  Stock-Based   Compensation."  Under  APB  No.  25,
compensation  expense is based on the difference,  if any, on the date of grant,
between  the fair  value of the  Company's  stock and the  exercise  price.  The
Company  accounts  for stock  issued to  non-employees  in  accordance  with the
provisions of SFAS No. 123.

Note (2) Related Party Transactions

Contributed Rent

An officer  provided  office  space to the  Company at no charge for all periods
presented.  The office  space was  valued at $200 per month  based on the market
rate in the local area and is included in the accompanying  financial statements
as rent expense with a corresponding credit to contributed capital.

Contributed Services

An officer  contributed  administrative,  management and website services to the
Company  valued at $49,630 for the year ended  December 31,  2001.  The time and
effort was valued  based on the level of services  performed  and is included in
the   accompanying   financial   statements  as  contributed   services  with  a
corresponding credit to contributed capital.

Common Stock Issuance

On September 22, 1999, the Board of Directors approved the issuance of 2,800,000
shares of the Company's $.001 par value restricted common stock to an officer of
the Company in exchange for services related to the organization of the Company.
The  services  were  rendered  by a related  party and could not be  objectively
measured.  The transaction  was recorded at a nominal value of $2,800,  as there
was no market price for the Company's common stock at the date of issuance.  The
Company   recognized   $2,800  of  stock-based   compensation   expense  in  the
accompanying financial statements for the period ended December 31, 1999.

Officer Advances and Contributions

During the year ended December 31, 2001, an officer advanced $410 to the Company
for working capital. The advances were repaid prior to December 31, 2001.

On  December  28,  2000,  an officer  advanced  $500 to the  Company for working
capital. The $500 advance was repaid in January of 2001.

On December 18, 2000, the Company paid a personal expense of $97 on behalf of an
officer. The $97 was repaid to the Company in January of 2001.



                                      F-10
<PAGE>


                             WEDGE NET EXPERTS, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements

On July 25,  2000,  an  officer  contributed  $100 to the  Company  for  working
capital.

On October  20,  1999,  an officer  contributed  $100 to the Company for working
capital.

Note (3) Notes Payable

During the period from September 21, 1999 (inception) through July 25, 2000, the
Company issued $50,000 of debt instruments that were convertible to common stock
at the rate of $.05 per share.  On August 2, 2000,  the  Company  converted  all
$50,000 of  principal  and $550 of related  accrued  interest  expense  into one
million  shares of the Company's  $.001 par value common  stock.  Following is a
summary of the promissory notes that were converted to common stock:

<TABLE>
<CAPTION>
                                                                Number of Common
                                             Accrued Interest   Shares Issued as
     Date of            Interest     Note    Expense Through   Payment for Principal    Conversion
 Promissory Note          Rate      Amount   August 2, 2000    and Related Interest        Rate
--------------------    --------   -------   ----------------   --------------------    ----------
<S>                     <C>        <C>       <C>                <C>                     <C>
December 21, 1999         6.00%    $ 5,000             $ 183             100,000        $.05/share
May 30, 2000              8.00%     10,000               133             200,000        $.05/share
June 22, 2000             8.00%     25,000               217             500,000        $.05/share
July 25, 2000             8.00%     10,000                17             200,000        $.05/share
                                   -------   ----------------   --------------------
                                   $50,000             $ 550            1,000,000
                                   =======   ================   ====================
</TABLE>


Interest  expense totaled $-0-,  $542, and $550 for the years ended December 31,
2001 and 2000,  and from  September 21, 1999  (inception)  through  December 31,
2001, respectively.

Note (4) Shareholders' Equity

Preferred Stock

The Board of Directors is  authorized  to fix the number of shares of any series
of preferred  shares and to determine the  designation  of any such series.  The
Board  of  Directors  is also  authorized  to  determine  or alter  the  rights,
preferences,  privileges,  and  restrictions  granted or imposed upon any wholly
issued  series  of  preferred  shares.  No  preferred  shares  were  issued  and
outstanding as of December 31, 2001.

Common Stock

During 2001,  the Company filed a  registration  statement  with the SEC on Form
SB-2.  The SEC declared the  registration  statement  effective on September 11,
2001.  By  prospectus,  the Company  offered for sale a minimum of 800,000 and a
maximum  of  3,000,000  shares of its $.001 par value  common  stock at $.05 per
share.  The Company  closed the offering in November 2001 after selling  933,000
shares of its common stock for net proceeds of $18,560, after deducting offering
costs totaling $28,090.

                                      F-11
<PAGE>

                             WEDGE NET EXPERTS, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements

Note (5) Income Taxes

A reconciliation of the U.S.  statutory federal income tax rate to the effective
rate is as follows:
                                                            December 31,
                                                       -----------------------
                                                        2001           2000
                                                       ---------     ---------
U.S. federal statutory graduated rate.............      15.00%         15.00%
State income tax rate,
   net of federal benefit ........................       5.10%          5.10%
Contributed rent and services ....................     -13.43%         -2.96%
Net operating loss for which no tax
   benefit is currently available ................      -6.67%        -17.14%
                                                       ---------     ---------
                                                         0.00%          0.00%
                                                       =======       =========

At December 31, 2001, deferred taxes consisted of a net tax asset of $8,788, due
to operating loss carryforwards of $42,694,  which was fully allowed for, in the
valuation  allowance of $8,788. The valuation allowance offsets the net deferred
tax asset for which  there is no  assurance  of  recovery.  The  changes  in the
valuation  allowance  for the years ended  December 31, 2001 and 2000,  and from
September 21, 1999 (inception) through December 31, 1999 were $5,188, $2,791 and
$809, respectively. Net operating loss carryforwards will expire through 2021.

The valuation  allowance will be evaluated at the end of each year,  considering
positive and negative evidence about whether the asset will be realized. At that
time, the allowance will either be increased or reduced;  reduction could result
in the complete elimination of the allowance if positive evidence indicates that
the value of the deferred tax asset is no longer  impaired and the  allowance is
no longer required.

Should the Company undergo an ownership  change as defined in Section 382 of the
Internal  Revenue  Code,  the Company's  tax net  operating  loss  carryforwards
generated prior to the ownership change will be subject to an annual limitation,
which could reduce or defer the utilization of these losses.


                                      F-12
<PAGE>


PART III

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

Executive Officers and Directors

     Our executive officers and directors are as follows:

      Name             Age                        Title
-----------------      ---      ------------------------------------------------

Gregory M. Walters     53       President and Chairman of the Board of Directors

Donald R. Brady        57       Vice President and Director

Dana E. Walters        40       Secretary, Treasurer and Director


General

The  individuals  named in the table above may be deemed to be our "parents" and
"promoters,"  as those terms are defined in the  General  Rules and  Regulations
under the Securities Act of 1933. Our directors are elected to hold office until
the next annual meeting of shareholders  and until their  respective  successors
have been elected and qualified. Our executive officers are elected by the Board
of  Directors  and hold  office  until  resignation  or  removal by the Board of
Directors.  Set forth below under "Business  Experience" is a description of the
business experience of our executive officers and directors. Except as otherwise
indicated  below,  all  organizations  with which  each  executive  officer  and
director is or has been previously employed, affiliated or otherwise associated,
are not affiliated with us.


Family Relationships

Mr. Gregory M. Walters,  our President,  Chief Executive Officer and Chairman of
the Board of  Directors,  is the  brother-in-law  of Ms.  Dana E.  Walters,  our
Secretary, Treasurer and a director of Wedge Net.


Business Experience

Gregory M.  Walters  has served as our  President  and  Chairman of the Board of
Directors  since our inception on September  21, 1999.  Since March 1986, he has
been    employed    in   the    middle    management    position    of   program
coordinator/department   chair  by  Pellissippi  State  Technological   College,
Knoxville,  Tennessee,  which  is  rated  in the top one per  cent of  technical
colleges.  Mr. Walters has also been self-employed,  since 1980, as a consultant
in new software  product  development to  businesses,  industries and educators.
From 1984  through  March 1986,  he was  employed as an editor by  South-Western
Publishing   Co.,  a  division  of  Scotts   Forseman   Co.,   which   publishes
computer-related  textbooks,  software  and similar  materials  for high school,
college and other educational  institutional  markets. From October 1976 through
July  1984,  Mr.  Walters  served as a  computer  science  instructor  for Romeo
Schools, a  microcomputer-based  educational center located in Romeo,  Michigan,
which serves five school districts. In that position, he taught computer-related
courses in applied programming, systems operations, data processing,  vocational
computer science education and data entry.  During that period, Mr. Walters also
served on the engineering/computer science staff of Oakland University, Pontiac,
Michigan;  taught  college  level courses at Oakland  College;  and served as an
industrial  programming  concepts  instructor at Ford Community College,  Romeo,
Michigan.  For a period of  approximately  five years,  from August 1979 through
August 1984, Mr. Walters was the sole  proprietor of MaxSoft,  a company engaged
in the development and  distribution of software in Ann Arbor,  Michigan.  For a

                                       15
<PAGE>


period of approximately six years, from July 1978 through January 1984, he was a
partner in Logics  One, a  partnership  engaged in  consulting  in the  computer
industry for educators from four states and Canada.  Mr. Walters has lectured to
a number of local,  state and  national  educational  workshops  on computer and
robot usage, the future of computers and computer and office trends analysis. He
is the author of a number of commercial and data processing programs in national
distribution.  Mr. Walters has received national awards for his work,  including
"Nationally   Recognized  Technology  Educator"  and  "Excellence  in  Teaching"
(including "NISOD" and "N.I.L.L.I.E." awards). He received a Bachelor of Science
degree in industrial  electronics from Northern Michigan University,  Marquette,
Michigan,  in 1975 and a Master of Education degree in computer-based  education
from Wayne State University, Detroit, Michigan, in 1981.

Donald  R.  Brady has  served as our Vice  President  and a  director  since our
organization on September 21, 1999. He is a nationally  recognized leader in the
conception,  design and deployment of intelligent transportation border crossing
systems and innovative trade data and commercial  vehicle  information  systems.
Since July 1995,  Mr. Brady has been employed by  Transborder  Systems,  Inc., a
privately-held  Harrisburg,   Pennsylvania,   company  engaged  in  the  design,
development and implementation of border crossing systems. He has served,  since
October 1998, as a member of the board of directors of the  California  Alliance
for Advanced  Transportation Systems. Since 1995, Mr. Brady has been employed in
various  positions by TransCore,  a  privately-held  SAIC company located in San
Diego,  California.  While  employed by TransCore,  he designed and deployed the
first automated,  dedicated  commuter lane at the United  States/Mexico  border;
conceptualized,  designed and deployed  automated  international  crossings  for
commercial  vehicles and private  automobiles  at the Buffalo  Peace and Detroit
Ambassador  Bridges;  designed and directed the development of the United States
Treasury International Trade Data System and the North American Trade Automation
Prototype to support  inter-agency  pre-clearance  in North America of truck and
rail shipments; and initiated a program designed to augment security and improve
efficiency at the Port of Los Angeles.  During this period,  he also managed the
Northwest   International   Trade   Corridor   system  and  the  North  American
Pre-Clearance and Safety Systems.  He was employed by Scientific  Atlanta Signal
Processing  Systems,  a  publicly-held,   Atlanta,   Georgia,   company,  as  an
engineering and transportation manager from 1992 through 1995. During his tenure
at Scientific Atlanta, Mr. Brady developed Wedge Net's  Transportation  Business
Unit and implemented various programs, including electronic border pre-clearance
for trucks and cargo,  advanced traveler  information  systems,  data collection
programs for crash  avoidance  research  and the IBEX  program  designed for the
transportation  of trucks and cargo across the Mexican  border at Otay Mesa.  He
also conceived and  implemented  the Cross Border  International  Transportation
Early  Development  Study that was  incorporated in the I-15 Corridor  Strategic
Plan. Mr. Brady, from 1988 through 1992, was employed as a staff engineer by the
Unisys Corporation, a privately-held company located in Minneapolis,  Minnesota;
in which position he was responsible  for the  development of multi-source  data
fusion systems and the design and development of anti-submarine  warfare command
and control systems.  From 1968 through 1988, he was an intelligence  specialist
in the United  States  Navy.  Mr.  Brady  received a Bachelors of Arts degree in
history from Oregon State University,  Corvallis,  Oregon, in 1968 and a Masters
degree in management from Salva Regina  University,  Newport,  Rhode Island,  in
1989.

Dana E. Walters has served,  since our  inception on September  21, 1999, as our
Secretary/Treasurer  and a director. She was employed, from January 1988 through
October  2000,  as a real estate  associate  by Douglas,  Wilson & Company,  San
Diego, California,  commercial real estate brokers that have been appointed by a
California  bankruptcy  court  to  liquidate  a  real  estate  portfolio  of  92
properties located in 27 states. Ms. Walters'  responsibilities in this position
were primarily  administrative,  including monitoring all co-listing brokers and
properties.  From August 1987  through  April 1980,  she was employed by Grubb &
Ellis  Realty,  San  Diego,   California,   as  an  executive   assistant  whose
responsibilities  included  designing  brochures,  updating the multiple listing
service,  conducting  comparative  market  analyses,  hosting  open  houses  and
negotiating  and  consummating  residential  real estate sales.  Ms. Walters was
employed, from 1986 through 1987, as a stock broker/registered representative by
National  Securities  Network,   Inc.,  a  Denver,   Colorado-based   securities

                                       16
<PAGE>


broker-dealer  that  ceased  operations  in 1987.  From  1984 to  1986,  she was
employed as a coordinator by Eastridge Temporary Service, San Diego, California,
in which position she had  responsibility  for interviewing and placing over 200
receptionists.  Ms.  Walters  received a  Bachelor  of Arts  degree in  business
administration from San Diego State University, San Diego, California, in 1983.


Item 10. Executive Compensation


     The following table sets forth  information  concerning the compensation of
Wedge Net's  executive  officers for the fiscal  years ended  December 31, 2001,
2000 and 1999, including annual compensation, including the dollar value of base
salary  earned during the 2001,  2000 and 1999 fiscal years,  and the sum of the
number of securities  underlying stock options  granted,  with or without tandem
SARs, and the number of freestanding SARs.

<TABLE>

                                               SUMMARY COMPENSATION TABLE
<CAPTION>

                                                                     Long Term Compensation
                             Annual Compensation            Awards                      Payouts
                             ---------------------------------------------------------------------------------------

      (a)      (b)          (c)         (d)            (e)           (f)            (g)          (h)           (i)
                                                     Other                      Securities
   Name                                              Annual       Restricted      Under-                   All Other
   and                                               Compen-        Stock         lying        LTIP         Compen-
Principal                                            sation        Award(s)      Options      Payouts        sation
Position      Year    Salary($)      Bonus($)         ($)           ($)          SAR's(#)       ($)            ($)
--------------------------------------------------------------------------------------------------------------------

<S>           <C>          <C>          <C>           <C>           <C>           <C>          <C>           <C>
Gregory M.    2001         $-0-         $-0-          $-0-           $-0-          $-0-         $-0-          $-0-
Walters,      2000         $-0-         $-0-          $-0-           $-0-          $-0-         $-0-          $-0-
President,    1999         $-0-         $-0-          $-0-           $-0-          $-0-         $-0-          $-0-
Chairman
of the Board
of Directors

Donald R.     2001         $-0-         $-0-          $-0-           $-0-          $-0-         $-0-          $-0-
Brady,        2000         $-0-         $-0-          $-0-           $-0-          $-0-         $-0-          $-0-
Vice          1999         $-0-         $-0-          $-0-           $-0-          $-0-         $-0-
$-0-
President

Dana E.       2001         $-0-         $-0-          $3,000         $-0-          $-0-         $-0-
$-0-
Walters,      2000         $-0-         $-0-          $3,000         $-0-          $-0-         $-0-          $-0-
Secretary,    1999         $-0-         $-0-          $-0-           $-0-          $-0-         $-0-          $-0-

Treasurer
</TABLE>


Messrs.  Gregory M.  Walters  and Donald R. Brady and Ms. Dana E.  Walters,  our
executive  officers and directors,  have served as part-time  employees of Wedge
Net since our inception.  We paid Ms. Dana E. Walters,  our  Secretary/Treasurer
and a director  of Wedge  Net,  the sum of $3,000  for  administrative  services
performed for us through the date of this report. No other cash compensation has
been awarded to, earned by or paid to any individual  for all services  rendered
in all  capacities  to Wedge Net since our  organization  on September 21, 1999.
However,  on September  22,  1999,  we issued Mr.  Walters,  our  President  and
Chairman  of the  Board  of  Directors,  2,800,000  shares  of  common  stock in
consideration  for  services  performed  by him in  connection  with Wedge Net's
organization  valued at $2,800.  No portion of the proceeds of this offering has
been  allocated  for executive  compensation.  Except for Ms.  Walters,  who may
receive,  depending  upon  our  sales,  a  limited  amount  of  additional  cash
compensation for administrative services to be performed on behalf of Wedge Net,
none of our  executive  officers  and  directors is expected to receive any cash
compensation for the foreseeable  future.  However,  we anticipate that, at such
time, if ever, as our financial position permits,  Messrs. Walters and Brady and
Ms. Walters and any other executive  officers and/or directors of Wedge Net will
receive reasonable salaries and other appropriate compensation, such as bonuses,
coverage under medical and/or life insurance benefits plans and participation in
stock  option  and/or  other profit  sharing or pension  plans,  for services as

                                       17
<PAGE>


executive  officers of Wedge Net and may receive  fees for their  attendance  at
meetings of the Board of  Directors.  This  assumes  that we are  successful  in
raising  additional funds through equity and/or debt financing and/or generating
a sufficient  level of revenue from operations.  Further,  we may pay consulting
fees to  unaffiliated  persons who perform  services for us, although we have no
present plans to do so and no  consulting  fees have been paid as of the date of
this report.

We do not provide our officers or employees  with  pension,  stock  appreciation
rights, long-term incentive or other plans and have no intention of implementing
any of these plans for the foreseeable future. In the future, we may offer stock
options  to  employees,  non-employee  members  of the  Board of  Directors  and
consultants;  however,  no  options  have  been  granted  as of the date of this
report.  It is possible  that in the future we may establish  various  executive
incentive  programs and other  benefits,  including  reimbursement  for expenses
incurred in connection with Wedge Net's operations, company automobiles and life
and health insurance, for our executive officers and directors, but none has yet
been  granted.  The  provisions  of  these  plans  and  benefits  will be at the
discretion of our Board of Directors.


Compensation of Directors

Our directors receive no compensation  pursuant to any standard  arrangement for
their services as directors.

Employment Agreements

We have no employment  agreements  with Mr.  Gregory M.  Walters,  Mr. Donald R.
Brady or Ms. Dana E.  Walters,  our  officers and  directors.  We may enter into
employment  agreements with the foregoing  and/or future  executive  officers of
Wedge Net.


Conflicts of Interest

Our executive  officers and  directors  are  presently  employed by or otherwise
associated  with other  companies  involved in a range of  business  activities.
Because of these and potential future  associations,  and because of the limited
amount of time that all of our executive  officers and directors are expected to
devote to Wedge Net,  there are existing and potential  continuing  conflicts of
interest  in their  acting as our  executive  officers  and  directors.  Because
management  will devote only a limited amount of time and effort to our business
and  affairs,  conflicts  of  interest  are  likely  to  arise  because  of  the
simultaneous  involvement  of those  persons  in  other  business  ventures.  In
addition,  all of our executive  officers and  directors  are or may become,  in
their  individual  capacities,  officers,  directors,  controlling  shareholders
and/or partners of other entities engaged in a variety of businesses that may in
the future engage in various  transactions with Wedge Net. Conflicts of interest
and  transactions  that are not at arm's-length  may arise in the future because
our  executive  officers and  directors  are involved in the  management  of any
company  that  transacts  business  with us.  Potential  conflicts  of interest,
including  time,  effort  and  corporate   opportunity,   are  involved  in  the
participation by our executive officers and directors in other business entities
and in transactions with Wedge Net.

In minutes,  we have adopted a policy that any  contracts or other  transactions
with  directors,  officers  and  entities  of which they are also  directors  or
officers,  or in which they have a  financial  interest,  will be  approved by a
majority of the disinterested  members of the Board of Directors or will be fair
and  reasonable  to us,  but that no such  transactions  by Wedge  Net  shall be
affected  or  invalidated  solely  because of such  relationship  or interest of
directors  or officers.  In  addition,  common or  interested  directors  may be
counted in  determining  the  presence  of a quorum at a meeting of the Board of
Directors or a committee  thereof that approves such a  transaction.  Our policy
with respect to conflicts of interest  involving  directors,  officers and their
affiliates is consistent  with  California  law regarding the fiduciary  duty of

                                       18
<PAGE>


such persons to a corporation  and its  shareholders  when engaged in interested
transactions with the corporation.  Generally, subject to the "business judgment
rule,"  pursuant  to which  courts  hesitate  to  interfere  with  the  internal
management of a corporation  provided a fairly  minimal  degree of care has been
exercised by the  management  in carrying out its  responsibilities,  directors,
officers,  controlling  shareholders  and other  affiliates of a corporation owe
duties  of  care  and  loyalty  to  the  corporation  that  override  their  own
self-interests in dealings with the corporation.  Transactions between Wedge Net
and  an  affiliated  party,  if  approved  by a  disinterested  majority  of the
directors  or by the  shareholders,  or if  deemed  to be fair to us,  would  be
enforceable, valid obligations of Wedge Net.


Item 11. Security Ownership of Certain Beneficial Owners and Management

The following  table sets forth certain  information  regarding the ownership of
our common stock as of March 21, 2002 by each shareholder  known by us to be the
beneficial owner of more than 5% of our outstanding shares of common stock, each
director and executive  officer and all  directors  and executive  officers as a
group.  Mr.  Gregory  M.  Walters,  our sole  shareholder,  has sole  voting and
investment power with respect to the shares he beneficially owns.


                                            Shares
  Name and Address of                     Beneficially
   Beneficial Owner                          Owned          Percent of Class
----------------------------              ------------        --------
Gregory M. Walters                          2,800,000          59.2%
1706 Winding Ridge Trail
Knoxville, Tennessee  37922

Donald R. Brady                                   -0-           0.0%
9278 Lake Murray Boulevard,
   Apartment D
San Diego, California  92119

Dana E. Walters                                   -0-           0.0%
11286 Crystal Oaks Way
San Diego, California  92131

All Directors and Executive
Officers of Wedge Net                       2,800,000          59.2%
as a Group (Three Persons)


The  information in the above table  regarding the ownership of our common stock
by each of the named individuals and group, as of the date of this report and is
based upon  4,733,000  shares of our common stock issued and  outstanding  as of
March 21, 2002.  Messrs.  Gregory M. Walters and Donald R. Brady and Ms. Dana E.
Walters serve as our executive officers and members of our Board of Directors.


Item 12. Certain Relationships and Related Transactions:

Through  the  date  of  this  report,   we  paid  Ms.  Dana  E.   Walters,   our
Secretary-Treasurer  and a director,  an aggregate of $3,000 for  administrative
services  performed by her on our behalf.  On each of October 20, 1999, and July
25,  2000,  Ms.  Walters  contributed  the sum of $100 to Wedge Net for  working
capital. We paid a personal expense of $97 for Ms. Walters on December 18, 2000;
which amount was repaid to us in January 2001. On December 28, 2000, Ms. Walters
advanced us the sum of $500 for working capital.  We repaid Ms. Walters for this
cash advance in January 2001.

                                       19
<PAGE>


On September  22, 1999,  we issued and sold an aggregate of 2,800,000  shares of
common stock to Mr. Gregory M. Walters,  our President and Chairman of the Board
of Directors,  in  consideration  for his  performance of services in connection
with the organization of Wedge Net valued at $2,800.

Mr. Walters provides us with office space,  located at 1706 Winding Ridge Trail,
Knoxville, Tennessee 37922, on a rent-free basis pursuant to a verbal agreement.
The $200 per  month  value of the  office  space is  included  in our  Financial
Statements that commence on page F-1 as rent expense with a corresponding credit
to contributed capital.

Because of their present management  positions with,  organizational  efforts on
behalf of and percentage  share ownership in, Wedge Net, Mr. and Ms. Walters and
Mr.  Donald R. Brady,  the Vice  President  and a director of Wedge Net,  may be
deemed to be our  "parents" and  "promoters,"  as those terms are defined in the
Securities  Act of 1933 and the  applicable  Rules and  Regulations  thereunder.
Because of the  above-described  relationships,  transactions  between and among
Wedge Net and our executive officers, directors and principal shareholder,  such
as the sale of our common stock to Mr. Walters as described above, should not be
considered the result of arm's-length negotiations.


Item 13. Exhibits and Reports on Form 8-K

A.   Exhibits:  None

B.   Reports on Form 8-K:  None

                                       20
<PAGE>


                                   SIGNATURES

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



                                             WEDGE NET EXPERTS, INC.
                                             (Registrant)


DATE:  March 22, 2002                      BY:  /s/ Gregory M. Walters
       --------------                           ----------------------
                                                Gregory M. Walters
                                                President



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


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



Date:  March 22, 2002                 /s/ Gregory M. Walters
       --------------                 ------------------------------------------
                                      Gregory M. Walters, President, Chief
                                      Executive Officer and Chairman of
                                      the Board Directors


Date:  March 22, 2002                 /s/ Gregory M. Walters
       --------------                 ------------------------------------------
                                      Gregory M. Walters, Attorney-in-Fact for
                                      Donald S. Brady, Vice President
                                      and Director


Date:  March 22, 2002                 /s/ Dana E. Walters
       --------------                 ------------------------------------------
                                      Dana E. Walters, Secretary/Treasurer and
                                      Director (Principal Financial and
                                      Accounting Officer)

                                       21