SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                FORM 10-KSB

     [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

              For the Fiscal Year ended:  March 31, 2002

                                    OR

     [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

            For the transition period from ________ to ________

                         Commission File No. 33-7075-LA

                               TANGIBLEDATA, INC.
            ------------------------------------------------------
               (Name of Small Business Issuer in its Charter)

            Colorado                                     33-1079781
-------------------------------                   ------------------------
(State or Other Jurisdiction of                   (I.R.S. Employer Identi-
Incorporation or Organization)                        fication Number)

             500 East 84th Avenue, Suite C-1, Thornton, CO  80229
         ------------------------------------------------------------
         (Address of Principal Executive Offices, Including Zip Code)

Issuer's telephone number, including area code:  (303) 289-4777

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

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

Check whether the Issuer(1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.  Yes  [X] No [ ]

As of June 24, 2002, 21,759,308 Shares of the Registrant's Common Stock were
outstanding.  The aggregate market value of voting stock of the Registrant
held by non-affiliates was approximately $2,457,000.

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year.  $867,000.

Documents incorporated by reference:  None.


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<PAGE>
                                    PART I


ITEM 1.  DESCRIPTION BUSINESS.

GENERAL

     TangibleData provides alternative manufacturing and fulfillment solutions
to users of traditional CD duplication.  TangibleData's proprietary technology
allows customers to bring digital data to a web-integrated fulfillment center
where they can obtain on-demand manufacturing and distribution of CDs and
other media, such as DVDs, along with additional value-added services such as
content hosting and storage, order processing and fulfillment and database
marketing.

     On April 20, 2000, TangibleData (then named "Kimbell DeCar Corporation")
acquired all of the outstanding stock of YGCD Assets, Inc., a Colorado
corporation, which was developing our business.  In connection with this
transaction, TangibleData issued 12,113,489 shares of its Common Stock
(approximately 96% of the shares then outstanding) to the former shareholders
of YGCD Assets, Inc., and cancelled 2,400,000 shares of Common Stock
previously outstanding.  The name of the Company was changed to "TangibleData,
Inc." and new officers and directors were elected.

     In July 2000, we started beta testing of our fulfillment process; and
limited commercial production was started in January 2001.

     In September of 2000, we were named a strategic development partner by
Sun Microsystems.  Among other benefits, this designation qualified us for
significant pricing discounts on the computer systems required to operate our
web-integrated fulfillment center.

     In January of 2001, we began off-line commercial production operations
for our initial client base including Resource Data International (now McGraw-
Hill-Platts), American Crew, and Laser Technology, Inc.

     From October 1, 2000 through April 30, 2001, we secured $1,052,500 in
additional financing through private placements of our Common Stock.

     On March 2001 we relocated to our production facility to Thornton,
Colorado and began transitioning our business to commercial operations.

     May 2001 saw our client base grow to include Genomica, Inflow, Inc.,
Rogue Wave Software, and Hewlett Packard.

     In June 2001 we hired our first full-time sales representative.  Over the
next month we received initial orders from Reuters, and Houghton Mifflin, and
became an approved vendor for IBM.

     Between July 1, 2001 and December 31, 2001, we received an additional
$545,000 through private placements of our Common Stock, and during the
quarter ended March 31, 2002, we received $615,000 from the sale of Common
Stock and Warrants.


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     In September 2001 we announced the commercial launch of TangibleOnline,
our first web-enabled service using our proprietary technology.

     In October 2001 we acquired certain assets of Walnut Software, the Web-
software engineering company with whom we worked to develop our technology.
In addition to engineering and content development expertise, Walnut possessed
a proprietary website development tool that allows for rapid development and
administration of customized web content by non-technical staff.  With the
acquisition, the Company expanded its service offering to include complete
media delivery solutions.

     In November 2001 we reached in-principal agreement with Metavante to
provide on-demand CD archiving services for their on-line bill paying clients.
We also reached agreement with Hewlett Packard to provide on-demand CD and
Internet delivery of select HP software that will be hosted by the Company.

     In December 2001, we launched TangibleExpress, an electronic software
download product for providing on-demand content via the Internet, and
TangibleOrderManager, a order fullfilment product for pre-produced, pre-
kitted, custom packaged product for customized CDs, CD-Rs, DVDs and their
associated materials.

     In March 2002, we launched TangibleOrderLinkPlus, an inventory-less order
fulfillment solution for custom CDs.

     In June 2002, we launched TangibleOrderLink, an inventory-less order
fulfillment solution for product or service related CDs.

DEVELOPMENT OF TANGIBLEDATA'S BUSINESS AND TECHNOLOGY

     TangibleData's roots in data duplication and distribution extend back to
1983, when Dale Stonedahl, our Founder, invented what is believed to be the
earliest dedicated digital content duplication device.  Originally intended to
duplicate seismic data, the system gained acceptance for a variety of content
duplication tasks.  To capitalize on that success, Duplication Technology
(DT), was founded by Mr. Stonedahl, Mac Avery (currently a consultant to the
Company) and another partner.

     DT began operations as a content duplication provider in 1986, eventually
growing to $5 million in annual revenue.  In 1989, DT introduced the first
optical media duplication equipment, and in 1993 introduced the first
industrial CD duplication system at a leading information technology trade
show.  This advance led to DT's acquisition by Rimage Corporation (Nasdaq,
RIMG) in 1994.

     In 1998, Mr. Stonedahl reacquired Duplication Technology from Rimage,
renaming it Duplication Systems, Inc. (DSI).  Today, DSI continues to provide
leading-edge technology for digital content duplication.

     In 1999 and 2000, Mr. Stonedahl and members of our current management
team began developing the business and technology concepts for TangibleData.
Management believes that our business will fill a void in the duplication
industry, and that the technology represents the next logical advances in
technology and service.

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     YGCD Assets, Inc. was formed in January 2000 to bring these advances to
market with the Company's President and CEO, Blair Zykan, joining the founding
team a month later.  During March 2000, DSI assigned to YGCD Assets all of
DSI's contract rights and work product for the technology concepts upon which
TangibleData's business was based.

     Between April 2000 and August 2001, we were engaged primarily in
developing our technology, infrastructure, and initial customers.  This effort
culminated with the announcement of the commercial launch of TangibleOnline in
September, 2001.

     In October 2001 we acquired the assets and technology of Walnut Software,
a web-engineering firm.  In addition to engineering and content development
expertise, Walnut possessed a proprietary website development tool that allows
for rapid development and administration of customized web content by non-
technical staff.  With the acquisition, the Company expanded its service
offering to include complete media delivery solutions.

     The Company is now actively marketing its proprietary products along with
other value added services to a growing client base.

INDUSTRY OVERVIEW

     Based on industry data, the amount of digital information is tripling
every year in the form of software, corporate information, business and
personal records, music and film.  Getting digital information from the
provider into the hands of a consumer is critical for any business.  Compact
Discs ("CDs") continue to be the most popular media for this task.  CDs are
affordable, transportable, and have large data storage capacity.  Although CDs
are an efficient media, the current methods for duplicating and distributing
them are not.

     Only two methods of duplication of CDs currently exist: in-house
duplication, and outsourcing to a duplication and fulfillment service bureau.
Both methods have inherent advantages and disadvantages.  With in-house
duplication the provider maintains control, but it requires people and capital
resources, dilutes attention from the core business, and results in higher
delivered cost.  Service bureaus let providers outsource the work, but this
method results in a loss of control and causes delays.  Service bureaus have
been slow to adopt new technology to automate customer management and service.

     Businesses thought the Internet would provide a solution.  Many believed
that all content could be distributed via the Web with all data stored online.
But, in many cases, the Internet has not solved the problem.   A former
industry participant, eZCD.com, estimated that:

     *  30% of all downloads are not completed
     *  50% of all downloaded software is not installed
     *  60% of all demos over 20 mb fail to download
     *  90% of users never try again after a failure

     Key industry experts predict the Internet will not solve the problem.
Still, the Internet does offer compelling advantages.  It enables superior
customer access to business processes and information, and can be used to
reduce the cost of marketing, customer service, and financial transactions.

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CURRENT TECHNOLOGIES AND COMPETITIVE ENVIRONMENT

     As noted above, two competitive sources for duplication and distribution
services exist, in-house duplication and outsourcing to a service bureau.
Each has its strengths and weaknesses.  To understand them, consideration must
be given to the two types of CD's currently in use -- Stamped CDs and
recordable CDs (called CD-Rs).

     Stamping involves texturally molding the CD with raised and recessed
areas called pits and lands.  The textural pattern corresponds to the bytes
that make up the data contained on the CD.  Stamping requires several
preparatory steps that add time and expense to the process:

     1.  Manufacture of a glass master disc;

     2.  Manufacture of a stamping mold; and

     3.  Setting up the stamping machine with the appropriate mold, prior to
actually making the CD.

     Once these steps are complete, the process of actually stamping the discs
is economical, particularly for 500 or more CDs.  Thus, stamping is the
preferred process when producing large volume runs of the same content, and
the required delivery time exceeds 5 to 10 business days.  Additionally,
stamping CD's requires processing equipment that can cost up to $1 million and
specialized personnel trained to operate and maintain the equipment.

     CD-Rs are not stamped.  Instead, they contain an ink layer which, when
exposed to a laser (hence the term "burning" a CD), can be discolored in a
pattern identical to that which is created by the stamping process.  With
recordable CDs, the glass-mastering, molding, and set-up process is not
required.  A trained operator can duplicate the data from one CD onto another
using a CD duplicating system and the appropriate operating software.

     The incremental cost of each duplicated CD-R is higher than the
incremental cost of stamping.  However, for volume runs of 1 to 500 units of
the same content, and/or when rapid turnaround is required, the total
delivered cost of duplicating CD-Rs is usually lower than stamping. Thus, CD-R
is the choice when time, and individualized content are a priority.
TangibleData's process uses recordable CDs.

     Equipment costs for duplicating CD-Rs ranges from $500 (to produce one CD
at a time) to up to $50,000 for an automated duplicating system.  While these
systems require a strong computer background and some training to operate, the
degree of specialized training required to record CD-Rs is less than that of
stamping.

     The development of these two CD technologies has shaped the competitive
environment.  Outsource service bureaus have focused on the large volume
stamping business, where the specialized equipment and personnel have made it
impractical for companies to do it in-house.  As a result there are a number
of large revenue companies in the CD stamping business, including Zomax,
Cinram, Metatech, Advanced Duplication Services, and Q Media.  Zomax, Cinram,
and Metatech have annual revenues exceeding $75 million each and are publicly
traded.  Zomax is listed in the Forbes100 fastest growing companies.  The

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other industry participants generally have $25 million to $50 million in
annual revenue.  However, none of these companies focus on duplicating CD-Rs.

     CD-R duplication, on the other hand, has largely been done in-house.
TapeDisc Business Magazine estimates that less than 25% of all CD-R units
duplicated for business purposes, are handled by service bureaus.  We believe
that there are two reasons for this.  First, we are unaware of any CD-R
oriented service bureaus with sufficient size and technology to capture a
large market share.  Second, the technology to efficiently and effectively
outsource CD-R duplication has not been available.  Thus, the outsourcing
process is time consuming and not cost effective, both for the content owner
and the service bureau.  For these reasons, no dominant companies exist in the
CD-R outsourcing field.  There are numerous small, family-owned businesses
ranging from $500,000 to $5 million in annual revenues active in the field.
Examples include:  Now Disc, Super Dups, CMS Duplication, Dischounds, Express
Media Services, and Disk-O-tape.

    In summary, based on information published by Forrester Research, the
duplication and distribution of CD-Rs is over a two billion dollar industry
largely made up of do-it-yourselfers and small businesses.  By bringing
TangibleData's unique technology and automated process to the market, we
believe we will be in a position to consolidate a portion of this fragmented
business segment.

THE TANGIBLEDATA SOLUTION

     With TangibleData's unique technology, the customer controls the entire
process.  TangibleData does all the hard work, and the Internet is used to
facilitate the business. The result is near-immediate delivery, zero
inventory, lower delivered cost, and 24-hour customer service -- a collection
of benefits not provided by competing types of services.

     To accomplish this, TangibleData has developed three separate-but-linked
technologies:

     TANGIBLE WEB TOOLS.  Using our web tools, customers are able to easily
and clearly direct our robotic manufacturing systems to accomplish specific
duplicating and distribution tasks.  Simple menu-driven forms prompt the user
to select the content to be duplicated, how to label and package, and where to
deliver.  Unlike conventional duplication equipment and software, no training
is required.  Only simple computer skills are needed.

     THE CD MANUFACTURING AND COMMERCE ENGINE.  Located behind the scenes at
our Internet Data Center, our technology records the customer's instructions.
Automatically uploading data, the engine converts it to the appropriate format
for placement on a CD.   All records of the transaction are securely preserved
for the customer's future reference, and backup copies of the data are
retained at the customer's request.  Payment from the customer is handled via
credit card, or billing arrangements with the Company.

     TANGIBLEDATA'S AUTOMATED DUPLICATION AND DISTRIBUTION CENTER (DDC).
Connected by broadband fiber-optic cable to the Internet Data Center, the DDC
contains robotic workstations that produce the CDs on-demand at the
instruction of the customer.  The CDs will be computer analyzed for data
integrity and accuracy.  Next, the system prints professional labels on the
CDs and generates packaging and shipping documents per customer instructions.

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Only then are human hands entered into the process.  Documents are be matched
with the appropriate CD, and then packaged and prepared for shipment.

     The three elements of the Company's technology may be used in flexible
ways to allow customers to maximize value.  TangibleData offers several
content distribution solutions -- a provider driven model and a consumer
driven model.

     The Company's first web-enabled service, TangibleOnline, automates the
basic processes of conventional CD-R duplication, and accomplishes in minutes,
what a traditional duplication service bureau could take days to do.
Moreover, clients are able to access this service from any Internet connected
computer, anywhere in the world at any time.

     With other solutions, TangibleData provides seamless integration with
content owner's website to provide on-demand duplication and distribution of
their content.  From order entry, to production, to distribution, to online
customer service information, TangibleData provides full distribution
management, doing all the work of getting CDs filled with content into the
hands of consumers.  The provider just receives an electronic invoice, so that
they can then invoice their customer.

     With both models, TangibleData serves as the facilitator, generating
revenue from every transaction. TangibleData's direct customer in each model
is usually the content provider.  This is important as content providers will
drive revenue more quickly than content consumers.  This model also results in
lower customer acquisition costs for the content provider.

PROPRIETARY RIGHTS

     TangibleData expects to establish proprietary technology in three ways:

     1.  Patent filings:

         *  We have filed patent application filings related to
            the user-driven duplication and distribution system.

         *  We are analyzing additional opportunities for patent filings
            related to automated post- production processes.

     2.  Trade secrets:

         *  We have developed processes for correctly packaging and shipping
            large production volumes of highly customized content.  These
            processes are critical to error free, cost effective operation.

         *  Without effective post-production processes, competitors may find
            it difficult to compete with TangibleData based on price or
            service.  Thus, TangibleData intends to protect these processes
            as trade secrets.

         *  The other key area that is being protected as a trade secret is
            the software structure that comprises the CD Manufacturing and
            E-Commerce Engine.


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     3.  Continuous technology advancement:

         *  TangibleData believes that the only true technology protection is
            continually investing in technology development that adds value to
            its products.

MARKET AND REVENUE SOURCES

     We currently earn revenues from the following sources:

     *  Duplication and distribution of digital content

     *  Hosting and storage of content for future duplication and distribution

     *  Optional delivery of content over the Internet

     *  Custom solution development fees

     *  Related CD and Web content development

     *  Licensing revenue from TangibleWEB, the Company's dynamic web-content
        development tool

     *  Brokered services including print, package management and large-volume
        CD replication

     We believe that the market for duplicating and distributing digital
information on CDs and through the Internet is extremely large and growing:

     *  According to industry trade journal, Medialine News., worldwide
        consumption of CD-R disks grew from 658 million units in 1998 to an
        estimated 2+ billion units in 2000.  Industry analysts estimate this
        level will increase to 4+ billion units by 2002.

     *  CD-R disks are predominantly used for content publishing, archiving,
        and distribution, not mass-music, or consumer media.  Thus, CD-R unit
        sales are, perhaps, the best measure of the total available market
        for TangibleData.

     *  According to industry surveys, the average per unit material and
        service cost for duplicating, packaging, and distributing (excluding
        shipping costs) exceeds $5 per CD.

     *  TangibleData's target customers are currently served by a fragmented
        supply chain, or handle the process in-house.  In both instances,
        TangibleData's solution offers advantages that should enable it to
        rapidly gain an attractive share of this multi-billion dollar market.

     *  TangibleData believes additional revenue opportunities will emerge as
        user-customized content publishing and distribution is made available
        to any Internet connected computer.

     TangibleData is targeting three business segments:  software distribution
and fulfillment; corporate information delivery; and records archiving.  Over
time we will begin to pursue opportunities in the consumer media market.
These markets are discussed below.

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SOFTWARE AND DATABASE INFORMATION PRODUCTION AND FULFILLMENT

     We focus on two specific customer groups within the software and database
information production and fulfillment market:  business oriented software
companies, and computer related product manufacturers offering operating
software and/or driver software.  We also focus on companies with database
information that needs to be regularly distributed to their clients

BUSINESS SOFTWARE COMPANIES.   The Software and Information Industry
Association estimates that there are approximately 10,000 firms that actively
market packaged software in the US of which approximately 70% are business
oriented.  Business software is updated more frequently, creating a continual
need to get new versions into the hands of customers.  The core expertise of
these firms is engineering and marketing, not fulfillment, particularly when
it comes to updates and beta-releases.

     TangibleData current client list includes:

     *  Hewlett Packard (HP) - We are currently working
        with several divisions of HP.  Our services include on-demand software
        duplication and distribution, print and package management, and
        logistics services.  .

     *  Reuters -  We provide software replication, along with packaging and
        kitting for this supplier of  financial and other news information.

     *  Media Lab B Media Lab develops and markets software for web-
        designers.  We provide on-demand production and fulfillment services
        for this client.

     *  Rogue Wave Software - Rogue Wave makes component software that is
        used by other software developers to develop applications.  We are
        currently providing pre-production labeling services to this client
        and are discussing other opportunities.

     The Company is actively in the selling process with other potential
clients within the software market.

     DATA PUBLISHING COMPANIES.  TangibleData's largest current client in this
category is McGraw Hill-Platts.  Platts issues monthly database updates to a
global subscriber base of investors in the Oil, Gas, and natural resource
industry.  TangibleData provides duplication services, packaging, and
fulfillment services to this client.

     COMPUTER RELATED PRODUCTS COMPANIES.  The products sold by these
companies include computer servers, printers, networking devices and storage
devices.  These businesses frequently have maintenance contracts that call for
continual updates on operating system software and drivers. These businesses
also provide hard copies of these tools for back-up and disaster recovery.

     TangibleData is currently providing CD duplication services to a computer
peripherals division of HP.  Our role is to duplicate engineering masters and
deliver them to HP contracted production facilities worldwide.

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     Based on feedback from our current and prospective clients, TangibleData
has validated that our proprietary services offer compelling benefits to this
customer group.  Of particular value is our ability to link our processing
engine seamlessly with a customer=s existing web commerce site.  By accepting
orders generated by their site while hosting their products in our online
library, we become a value added outsource, automating order placement,
shipping, and online customer service.

     Software distribution represents the largest market segment for CD-Rs,
and TangibleData expects that this customer group will comprise about 50% of
its business.

CORPORATE INFORMATION DELIVERY

Corporate information is moving to digital form, and the CD has become a
popular choice for delivering this information.  Types of information include
marketing materials, training information, financial presentations, manuals,
and parts guides.  Within this market, TangibleData focuses on training
information and marketing materials.

     TRAINING INFORMATION.  It is estimated that American companies spend $59
billion per year on training and education.   IBM estimates that e-learning
will comprise $15 billion of that market by the end of 2002.   Training
materials have the critical need to be kept up to date, which makes
TangibleData's on-demand solution particularly valuable.

     In June 2001, TangibleData was awarded Approved Vendor status by Hewlett
Packard, and received its first order from HP.  The order involved getting
training documentation to field technicians located in 46 locations throughout
Europe and Asia.  We provided complete CD replication, packaging, and
fulfillment services in conjunction with the order and on two subsequent
orders.

     MARKETING MATERIALS.  Management believes that product and corporate
videos are moving to interactive, multi-media CD presentations.  Overhead
based presentations are now often done via computer based Powerpoint slides.
Searchable catalogues are now available to be placed on CD.  Marketing
materials quickly become obsolete.  The need to regularly update and customize
these creates an opportunity for TangibleData.

     TangibleData's client list in this area has included Boston Market
(marketing materials), Great Plain (a searchable catalogue), JD Edwards, and
Inflow, Inc (multimedia presentations).

     Both of TangibleData's content distribution models will offer value for
this business segment.  Central to the value is the customer's need to update
training and marketing content at any time and distribute on-demand.

     Multimedia marketing and training materials are often developed by
multimedia development companies rather than the corporation using them.
Based on data from the American Association of Advertising Agencies, we
estimate that between 3,500 and 4,000 firms do the bulk of the multi-media
development in the US.  TangibleData has already established a number of
relationships in this sales channel.  Partners include national firms such as
Initiative Media as well as several regional and local agencies.  Management
believes that we should be able to gather substantial market share without
spending valuable resources calling on the hundreds of thousands of companies
that use these materials.  Distribution of corporate information is expected
to comprise 35% of TangibleData's business.

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     RECORDS ARCHIVING

     The demand for storing and archiving digital information is doubling
every year, according to Dataquest in San Jose, California.  The advent of the
Internet has helped drive the creation of more digital information, which has
added to this storage need.  The Internet has also enabled Internet accessible
on-demand storage and archiving as a viable alternative to purchasing and
managing the storage equipment in-house.  Called "storage service providing,"
according to the Gartner Group this on-demand industry is expected to grow
from $11 million in 1999 to $4.8 billion in 2003.

     TangibleData intends to be positioned to capture a share of this market.
Offering on-demand archiving and distribution of stored data, the Company
plans to team up with application service providers (ASPs) and storage service
providers (SSPs) to provide this value added service to the partners'
customers.

     For legal, tax, security, failsafe, or other reasons, businesses often
need or want hard copy of digital records.  It is simply not enough to know
that it is "out there somewhere".  Examples of records that are likely to be
archived include:

     *  Financial Transactions and Records
     *  Medical Records
     *  E-mails
     *  Engineering Drawings and source code
     *  Critical documents
     *  Business and personal PC back-up

     TangibleData plans to pursue this market primarily through web-based
partners:

     *  In July, 2001 the Company began working with Ibackup, an online
        provider of data archiving for the PC back up market.

     *  In November, 2001 the Company reached agreement in principal with
        Metavante, a provider of technology and services to financial
        services companies.  We expect to provide web-enabled financial
        statement archiving for this client beginning in February, 2002.

     *  TangibleData expects the archiving segment to provide up to 10%
        of our revenues.

     CONSUMER MEDIA

     Music and Film are moving to digital form.  Music is now distributed
almost exclusively via CD.  Digital Video Discs (DVDs) are gaining popularity
as a means to distribute films.  Despite much publicity concerning online
music distribution via downloading, many companies such as CD Now, Napster and
MP3 are failing or are being successfully prosecuted for lack of appropriate
copyright protection measures.


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     Working with Web-partners, we intend to provide an easy, low-cost way for
artists, music labels and other content owners to promote their products
on-line, and distribute them via a secure, copyright protected media.

     Independent films are expected grow dramatically as a percentage of the
film entertainment business.  A key component of that will be the use of the
Internet combined with DVD distribution.  TangibleData is positioning itself
early as the preferred on-demand distribution facility for this area.  Our
equipment will be capable of producing DVD's as well as CDs.

     Consumer media is expected to represent less than 5% of our business
initially.  Over time, TangibleData expects this market to be a greater
contributor to our business.

MARKETING AND DISTRIBUTION STRATEGY

DISTRIBUTION

     TangibleData intends to use a two-pronged distribution strategy that
allows revenue scaling while controlling sales and marketing costs.

     1.  DIRECT SALES REPRESENTATIVES.   Volume customers with substantial
repeat business potential are handled directly by our own sales personnel.
Five of the Company's employees spend at least 30% of their time on business
development.  We currently employ two full-time sales people. Target segments
for our direct sales efforts include:

         *  Business software development companies
         *  Computer product companies
         *  Large corporate accounts

     Sales representatives will be added as the business warrants.


     2.  OFFLINE PARTNERS.  We also expect other partners to contribute
significantly to our revenue growth.  These partners may include:

         *  Multimedia content developers.   These partners are being used
            to more cost effectively capture market share in the
            corporate information delivery segment.   The cost of preparing
            content is the bulk of the overall delivered cost of a CD
            based training or marketing program.  Thus, once the content
            provider has been selected, the customer will often have them
            handle the duplication, or follow their recommendation as to
            the source of supply.  TangibleData's on-demand delivery
            models are expected to offer compelling reasons for us to be
            the preferred source for content management and distribution.

         *  CD Stamping and Duplication service bureaus.  We are in active
            discussions with two stamping companies and several duplication
            service bureaus regarding the opportunity to be distributors of
            our services and solutions.   TangibleData offers prompt
            turnaround capability combined with the array of value added
            services that allow a conventional copy center to significantly
            expand its product offering with little up-front investment on
            their part.

Page 12

         *  Industry suppliers of related products such as printing
            companies.  TangibleData is already working with three printing
            companies to develop our business on a referral basis.   We are
            in active discussions with several more to establish  formal
            partnerships.  These partnerships could involve private branding
            of our services under the brand of our partner.

     TangibleData's distribution strategy is to gain market exposure, while
controlling the cost of customer acquisition. TangibleData expects to generate
strong cash flow and brand loyalty with hi-volume direct customers.  Online
and offline partnerships are expected to extend our reach to a broadened
customer base, and allow moderate volume customers to find TangibleData and
access its products and services.

MANUFACTURING

     TangibleData's operations are based in Colorado.  In October 2000, we
leased approximately 8,300 square feet of production and office space at the
North Valley Technical Center in Thornton, Colorado.  This location is
advantageous to us because it is located in the same building complex as
Inflow, Inc., the Internet data center that hosts our proprietary, web-
enabling software.  This co-location provides savings in telecommunications
costs associated with transferring customer content from the Website to the
production facility.

     TangibleData has also acquired sufficient equipment to produce up to
2,500 CDs per day.  This capacity is expected to meet our needs for the
present time.  Additional production capacity can be added at any time, in
increments of 1,000 CDs per day, for a cost of approximately $50,000 per
workstation.

     Because of the short lead times associated with procuring this equipment,
we believe we can scale the production capacity with the growth of the
business.  We expect the total production capacity of the North Valley
location will exceed 15,000 CDs per day.

COMPETITION

     As previously discussed, TangibleData anticipates that it will primarily
be competing against two groups of competitors:  service bureaus specializing
in the stamping business, and service bureaus specializing in duplicating
recordable CDs.

     Service bureaus specializing in large volume stamping include Zomax,
Cinram, Metatech, Advanced Duplication Services, and Q Media.  All of these
companies are much larger and have greater financial resources than the
Company.  TangibleData expects to compete with these companies by focusing on
smaller volume and/or on-demand applications where CD-R technology is used
instead of a stamping process.  We also expect to provide duplication services
for these stamping companies for smaller jobs they encounter.


Page 13


     Competing companies in the CD-R duplication business include, among
others, Now Disc, Super Dups, CMS Duplication, Dischounds, Express Media
Services, and Disk-O-tape.  These companies are generally small, family-owned
businesses ranging from $500,000 to $5 million in annual sales.  We believe
that these companies lack the capital, infrastructure and technology needed to
efficiently and effectively provide CD-R outsourcing services on anything but
a small scale.  TangibleData expects to be able to compete with these types of
companies because the Company's proprietary technology will allow it to more
efficiently manage the sales and production process, and its Web based
customer access will allow it to service customers on a world-wide basis.

     We may also face competition from new entrants in the segments of the
market in which we will focus.  Although we will use our best efforts to
protect our proprietary technology, it is possible that other companies may
develop similar technologies and compete with similar types of services.

EMPLOYEES

     We currently have 12 employees.  We intend to hire additional employees
as the development of our business requires.

RISK FACTORS

     Investors in our shares should carefully evaluate all information in this
Report and, in particular, the following risk factors:

     1.  OUR INDEPENDENT AUDITORS HAVE EXPRESSED DOUBTS OVER OUR ABILITY TO
CONTINUE AS A GOING CONCERN.  The report of our independent auditors on our
March 31, 2002, financial statements includes an explanatory paragraph stating
that the Company has incurred losses from operations from inception, which
raise substantial doubt about our ability to continue as a going concern.  The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

     2.  OUR COMPANY'S BUSINESS IS DIFFICULT TO EVALUATE BECAUSE IT HAS A VERY
LIMITED OPERATING HISTORY.  Our business was started in January 2000, and we
began offering services on a limited basis in July 2000.  We have no
meaningful historical financial data on which to base planned operating
expenses and on which investors may evaluate our prospects.   Investors should
consider the risks and difficulties frequently encountered by companies like
TangibleData in a new and rapidly evolving market.  Our ability to sell our
services and the level of success we achieve depends, among other things, on
the level of demand for our services in a new and rapidly evolving market.
Our business strategy may be unsuccessful, and may not successfully address
the risks we face.

     3.  WE ARE SUBSTANTIALLY DEPENDENT ON OUR NEW FULFILLMENT CENTER AND OUR
FUTURE REVENUE DEPENDS ON THE COMMERCIAL SUCCESS OF OUR SERVICES.  Our
business will depend on the commercial success of our new fulfillment center
and related services we may develop and/or offer.  While we have been
operating on a limited basis since July 2000, we only moved into our new
facilities in March 2001.  Failure of our services to operate as expected
could hinder or prevent their acceptance.  If our target customers do not
adopt, purchase and successfully use our services, our revenue will not
develop and our business, results of operations and financial condition will
be seriously harmed.

Page 14


     4.  THE MARKETS IN WHICH WE WILL OPERATE ARE HIGHLY COMPETITIVE.
TangibleData will be competing in markets that are relatively new, intensely
competitive and rapidly changing.  Many current competitors have longer
operating histories, greater name recognition and substantially greater
resources than we do.  Although we expect to compete in these markets by
focusing on segments, which we believe competitors cannot adequately serve,
existing competitors and new companies could develop technologies that
directly compete with us.  Our competitors may be also able to respond more
quickly to new or emerging technologies and changes in customer requirements.

     5.  IF WE FAIL TO START A PARTNERSHIP AND DISTRIBUTION PROGRAM, OUR
BUSINESS COULD BE ADVERSELY AFFECTED.  We estimate that approximately 30% of
our revenues will be derived from partnership and distribution arrangements
with other companies.  Although we have letters of intent with several
proposed partners, we may be unable to enter into final agreements with these
companies and may be unable to attract other partners.  If these agreements
fail to materialize, our anticipated revenues and ultimate success will be
adversely affected.

     6.  OUR BUSINESS WILL SUFFER IF WE ARE UNABLE TO SCALE OUR OPERATIONS AS
DEMAND INCREASES.  Although our technology has been designed to provide
scalability, our operations may not be sufficient to maintain superior
performance if customer demands exceed projected levels.  We cannot be certain
that our technology and equipment can serve a substantially larger number of
customers on a timely basis.  We also cannot ensure that we will be able to
make investments successfully or at an acceptable or commercially reasonable
cost to keep up with demand.

     7.  OUR BUSINESS WILL SUFFER IF WE DO NOT RESPOND RAPIDLY TO
TECHNOLOGICAL CHANGES.  The market for our services is likely to continue to
be characterized by rapid technological change, frequent new product and
service introductions and changes in customer requirements.  We may be unable
to respond quickly or effectively to these developments.  If competitors
introduce products, services or technologies that are better than we can
provide or that gain greater market acceptance, or if new industry standards
emerge, our service may become obsolete, which would materially and adversely
affect our business, results of operations and financial condition.

     In developing our services, we have made, and will continue to make,
assumptions about the standards that our customers and competitors may adopt.
If the standards adopted are different from those which we may now or in the
future support, market acceptance of our service may be significantly reduced
or delayed and our business will be seriously harmed.  In addition, the
introduction of services or products incorporating new technologies and the
emergence of new industry standards could render our existing service
obsolete.

     8.  OUR BUSINESS WILL BE ADVERSELY AFFECTED IF WE ARE UNABLE TO PROTECT
OUR INTELLECTUAL PROPERTY RIGHTS FROM THIRD-PARTY CHALLENGES.  We will rely on
a combination of patent, copyright, trademark and trade secret laws and
restrictions on disclosure to protect our intellectual property rights.  These
legal protections afford only limited protection; competitors may gain access
to our intellectual property, which may result in the loss of customers.

Page 15


     9.  WE HAVE NO PATENTS ISSUED WITH RESPECT TO OUR TECHNOLOGY.
Accordingly, our technology is not covered by patents that would preclude or
inhibit competitors from entering our market.  We have submitted certain
application patent filings, but there is no assurance that any patents will be
issued.  Future patents, if any, which we have applied for may be successfully
challenged or may not provide us with any competitive advantages. We cannot be
certain that any pending or future patent applications will be granted, that
any future patent will not be challenged, invalidated or circumvented, or that
rights granted under any patent that may be issued will provide competitive
advantages to us.  Monitoring unauthorized use of our service may be difficult
and we cannot be certain that the steps we have taken will prevent
unauthorized use of our technology, particularly in foreign countries where
the laws may not protect our proprietary rights as fully as in the United
States.

    10.  WE COULD INCUR SUBSTANTIAL COSTS DEFENDING OUR INTELLECTUAL PROPERTY
FROM INFRINGEMENT OR A CLAIM OF INFRINGEMENT.  Other companies or individuals,
including our competitors, may obtain patents or other proprietary rights that
would prevent, limit or interfere with our ability to make, use or sell our
services.  As a result, we may be found to infringe on the proprietary rights
of others.  In the event of a successful claim of infringement against us and
our failure or inability to license the infringed technology, our business and
operating results would be significantly harmed.  Companies in the industry
are increasingly bringing suits alleging infringement of their proprietary
rights, particularly patent rights.  Any litigation or claims, whether or not
valid, could result in substantial costs and diversion of resources.
Intellectual property litigation or claims could force us to do one or more of
the following:

     *  cease selling, incorporating or using products or services that
        incorporate the challenged intellectual property;

     *  obtain a license from the holder of the infringed intellectual
        property right, which license may not be available on reasonable
        terms; or

     *  redesign our services.

If we are forced to take any of these actions, our business may be seriously
harmed.  We do not presently carry insurance that would cover potential claims
of this type.

     11.  THE SUCCESS OF OUR BUSINESS DEPENDS ON OUR MANAGEMENT. Our success
depends on the active participation of Blair Zykan, the Company's President.
Although we do have an employment agreement with Mr. Zykan, we have no "key
man" life insurance on him.  The loss of the services of Mr. Zykan would
adversely affect our business.  (See "MANAGEMENT.")

     12.  WE DO NOT EXPECT TO PAY ANY DIVIDENDS IN FORESEEABLE FUTURE.  We do
not contemplate paying cash dividends in the foreseeable future. Future
dividends will depend on our earnings, if any, and our financial requirements.


Page 16


     13.  TRADING OF OUR STOCK MAY BE DIFFICULT.  Our Common Stock is
currently defined as a "penny stock" under the Exchange Act and rules of the
Securities and Exchange Commission adopted thereunder. The Exchange Act and
such penny stock rules generally impose additional sales practice and
disclosure requirements upon broker-dealers who sell our securities to persons
other than certain "accredited investors" (generally, institutions with assets
in excess of $5,000,000 or individuals with net worth in excess of $1,000,000
or annual income exceeding $200,000 or $300,000 jointly with spouse) or in
transactions not recommended by the broker-dealer. For transactions covered by
the penny stock rules, the broker-dealer must make a suitability determination
for each purchaser and receive the purchaser's written agreement prior to the
sale. In addition, the broker-dealer must make certain mandated disclosures in
penny stock transactions, including the actual sale or purchase price and
actual bid and offer quotations, and the compensation to be received by the
broker-dealer and certain associated persons, and deliver certain disclosures
required by the Securities and Exchange Commission. Consequently, the penny
stock rules may affect the ability of broker-dealers to make a market in or
trade our shares and thus may also affect the ability of purchasers of shares
to resell those shares in the public markets.

     14.  THERE IS ONLY A LIMITED TRADING MARKET FOR OUR STOCK, AND THE MARKET
MAY BE VOLATILE.  Our shares are traded on the OTC Bulletin Board.  Securities
traded on the OTC Bulletin Board are, for the most part, thinly traded and, as
the preceding Risk Factor indicates, subject to special regulations not
imposed on securities listed or traded on the National Association of
Securities Dealers Automated Quotation ("NASDAQ") system or on a national
securities exchange. Our shares have experienced in the past and are expected
to experience in the future significant price and volume volatility,
increasing the risk of ownership to investors.

ITEM 2.  DESCRIPTION OF PROPERTY.

     In October 2000 we entered into a ten-year lease for our production and
office space located at 500 East 84th Avenue, Suite C-1 in the North Valley
Tech Center in Thornton, Colorado.  There are approximately 7,676 square feet
of usable space at this location.  The initial base rent is $12,555 per month,
which increases by 2.5% each year.  We are also required to pay a portion of
the operating expenses and taxes on the building.

ITEM 3.  LEGAL PROCEEDINGS.

     The Company is not a party to any material legal proceeding.

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

     No matters were submitted to a vote of the Company's shareholders during
the fourth quarter of the fiscal year ended March 31, 2002.



Page 17


<PAGE>
                                   PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     PRINCIPAL MARKET OR MARKETS.  The Company's Common Stock is traded in the
over-the-counter market and, since March 2000, has been quoted on the OTC
Bulletin Board under the symbol "TGDA."

     The following table sets forth the closing high and low trading prices of
the Common Stock for the periods indicated, as reported by the OTC Bulletin
Board.

     QUARTER ENDED                           HIGH         LOW
     --------------                         -------     -------

     March 31, 2000                         $4.25       $0.375
     June 30, 2000                           5.25        2.875
     September 30, 2000                      3.8125      2.0625
     December 31, 2000                       3.875       0.9375
     March 31, 2001                          1.375       0.78125

     June 30, 2001                           1.0625      0.15
     September 30, 2001                      0.51        0.20
     December 31, 2001                       0.51        0.30
     March 31, 2002                          0.51        0.21

     APPROXIMATE NUMBER OF HOLDERS OF COMMON STOCK.  The number of holders of
record of the Company's common stock at April 1, 2002, was approximately 225.

     DIVIDENDS.  The Company has paid no cash dividends on its Common Stock
and has no present intention of paying cash dividends in the foreseeable
future.  It is the present policy of the Board of Directors to retain all
earnings to provide for the growth of the Company.  Payment of cash dividends
in the future will depend, among other things, upon the Company's future
earnings, requirements for capital improvements and financial condition.

     PRIVATE SALES OF SECURITIES.  During the quarter ended March 31, 2002,
the Company sold securities which were not registered under the Securities Act
of 1933, as amended, as follows:

     During February 2002, the Company sold 6,000 units to one accredited
investor at $2.50 per unit in cash.  Each unit consisted of ten shares of
common stock and ten warrants.  Each warrant is exercisable at $.25 until
January 1, 2004.  The Company relied on the exemption provided by Section 4(2)
of the Securities Act in connection with this sale.  The investor received a
private placement memorandum and represented that he was acquiring the shares
for investment purposes.  The certificates for the shares contain restrictive
legends, and stop-transfer orders were issued to the transfer agent.

     During the three months ended March 31, 2002, the Company issued a total
of 275,039 shares of common stock to three consultants for offering costs and
various services rendered by the consultants.  The Company relied on the
exemption provided by Section 4(2) in connection with these issuances.  The
consultants received complete information regarding the Company, and the
certificates contain a restrictive legend and stop-transfer orders were issued
to the transfer agent.

Page 18


     During February 2002, the Company sold 3,428,570 units, each unit
consisting of one share of its common stock and one warrant to purchase one
share of common stock at $.175 per share, to six accredited investors at $.175
per unit for a total of $600,000 in cash.  The Company relied on the exemption
provided by Section 4(2) of the Securities Act in connection with this
offering.  The investors received complete information concerning the Company.
Each investor represented that he was acquiring the units for investment
purposes.  The certificates for the common stock and warrants contain a
restrictive legend and stop-transfer orders were issued to the transfer agent
for the common stock certificates.

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

     The forward-looking statements included in Management's Discussion and
Analysis of Financial Condition and Results of Operations, which reflect
management's best judgment based on factors currently known, involve risks and
uncertainties. Our actual results may differ significantly from the results
discussed in the forward-looking statements. You should not regard their
inclusion as a representation by us that the objectives or plans will be
achieved. Factors that might cause such a difference include, but are not
limited to, competitive, technological, financial and business challenges
making it more difficult than expected to sell products and services.  We may
be unable to hire and retain our key sales, technical and management
personnel; there may be other material adverse changes in the Internet
industry or in our operations or business, and any or all of these factors may
affect our ability to achieve our projected sales growth.  Forward-looking
information provided by TangibleData pursuant to the safe harbor established
by recent securities legislation should be evaluated in the context of these
factors.

OVERVIEW

     During the fiscal year ended March 31, 2001, the Company was primarily
engaged in the development of a digital information publishing, archiving and
distribution business.  During the year ended March 31, 2001, the Company
produced initial sales and was exclusively engaged in hiring personnel,
acquiring equipment, and establishing a base of operations and facility to
duplicate and distribute CDS containing customized information as desired by
potential customers of the Company. The Company was a development stage
enterprise.  During the fiscal year ended March 31, 2002, the Company
completed the development of its software.

     The following discussion should be read in conjunction with the Company's
consolidated financial statements and related notes included elsewhere herein.
In particular, reference is made to Note No. 2, "Liquidity," beginning on Page
F-10 of the Financial Statements.  The Company's results may be affected by
various trends and factors, which are beyond the Company's control.  These
include factors discussed elsewhere herein.

RESULTS OF OPERATIONS

     TWELVE MONTHS ENDED MARCH 31, 2002 COMPARED TO THE TWELVE MONTHS ENDED
MARCH 31, 2001

     Net Revenue for the twelve months ended March 31, 2002 was $867,000
compared to $70,000 for the twelve months ended March 31, 2001.  The Company
was in its start-up phase during the year ended March 31, 2001 and sales were
just commencing.  Sales increased steadily during the year ended March 31,


Page 19


2002 with sales increasing in each three-month period during the year.  Sales
for the final three months of the fiscal year were approximately $393,000.

     Materials, freight, packaging and contract production labor for the
twelve months ended March 31, 2002 was $533,000 (61.5% of total sales)
compared to $12,000 (17.1% of total sales) for the twelve months ended March
31, 2001.  Due to the very low level of sales in the prior year, these amounts
in that year are not representative of what is to be expected in the future.

     Employee and consultant related expenses for the twelve months ended
March 31, 2002 were $880,000 compared to $1,130,000 for the twelve months
ended March 31, 2001.  The reason for the decrease was that several of the
higher paid executives left during the year and they were replaced with lower
paid employees.  The number of employees increased from nine as of March 31,
2001, to 12 as of March 31, 2002.

     Other general and administrative expenses for the twelve months ended
March 31, 2002 were $606,000 compared to $782,000 for the twelve months ended
March 31, 2001.  These expenses decreased in the most recent year due to the
overall overhead cutbacks.  In addition, there were no research and
development costs during the twelve months ended March 31, 2002 compared to
$614,000 for the year ended March 31, 2001.

     Interest expense and imputed interest expense was $34,000 and $113,000,
respectively, for the twelve months ended March 31, 2002 compared to $20,000
and zero, respectively, for the twelve months ended March 31, 2001.  The
increase was due to the increased level of debt, and beneficial conversion
features and warrants associated with this debt.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's working capital was $293,000 at March 31, 2002 compared to
$165,000 at March 31, 2002.

     Cash used in operating activities during the year ended March 31, 2002
was $913,000 compared to $2,305,000 during the year ended March 31, 2001.  The
primary reason for the cash used in operating activities during fiscal 2002
was the $1,430,000 net loss.  The reason for the decrease from the prior year
is due to the fact that the net loss declined from $2,705,000 in the year
ended March 31, 2001 to $1,430,000 for the year ended March 31, 2002.

     Cash used in investing activities was $173,000 during the year ended
March 31, 2002 compared to $419,000 for the year ended March 31, 2001.  The
decrease from the prior year was primarily due to the fact that $238,000 was
spent on the purchase of property and equipment in the prior year compared to
$24,000 in the most recent year.

     Cash provided by financing activities during the year ended March 31,
2002 was $1,137,000 compared to $3,049,000 during the year ended March 31,
2001 and was primarily related to the proceeds from stock issuances.


Page 20


     The financial statements have been prepared on a going concern basis
which contemplates the realization of assets and liquidation of liabilities in
the ordinary course of business.  Our continuation as a going concern is
dependent upon raising additional capital, successfully completing our
software development and marketing our product and ultimately achieving
profitable operations and cash flow.  The financial statements do not include
any adjustments should we be unable to continue operations as a going concern.

     We have had losses since inception.  Additionally, the funds raised from
private placements may not be sufficient to fund our business plan for the
entire year.

     Our plans to improve our financial condition by continuing to execute our
business plan is geared at establishing ourselves as a full service provider
of CD duplication, replication and related services including packaging, print
management, warehousing, assembly, and fulfillment.  In addition to providing
standard industry services, we are continuing to develop web-integrated tools
and technology enabling businesses to automate the management and distribution
of their digital content using proprietary, on-demand production and
fulfillment systems.

     We have continued to establish distribution channels for our services
through online and offline relationships. These plans should enable us to
access a partner's customer bases with nominal expense.  We are also actively
pursuing additional equity financing which will enable us to continue our
accelerated development plan.

     There can be no assurance that we will raise additional equity financing
or our business plan or marketing strategy will be successful, and any delays
in the successful execution and subsequent revenue growth could delay or
frustrate the ability of us to achieve profitable operations.  In its report
accompanying the audited financial statements, our auditors have expressed
substantial doubt about our ability to continue as a going concern.

NEW ACCOUNTING PRONOUNCEMENTS

     In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statements of Financial Accounting Standards No. 141 "Business Combinations"
("SFAS 141") and No. 142 "Goodwill and Other Intangible Assets" ("SFAS 142").
SFAS 141 requires all business combinations initiated after June 30, 2001 to
be accounted for under the purchase method.  For all business combinations for
which the date of acquisition is after June 30, 2001, SFAS 141 also
establishes specific criteria for the recognition of intangible assets
separately from goodwill and requires unallocated negative goodwill to be
written off immediately as an extraordinary gain, rather than deferred and
amortized.  SFAS 142 changes the accounting for goodwill and other intangible
assets after an acquisition.  The most significant changes made by SFAS 142
are:  1) goodwill and intangible assets with indefinite lives will no longer
be amortized; 2) goodwill and intangible assets with indefinite lives must be
tested for impairment at least annually; and 3) the amortization period for
intangible assets with finite lives will no longer be limited to forty years.
We do not believe that the adoption of these statements will have a material
effect on our financial position, results of operations, or cash flows.


Page 21


     In June 2001, the FASB also approved for issuance SFAS 143 "Asset
Retirement Obligations."  SFAS 143 establishes accounting requirements for
retirement obligations associated with tangible long-lived assets, including
(1) the timing of the liability recognition, (2) initial measurement of the
liability, (3) allocation of asset retirement cost to expense, (4) subsequent
measurement of the liability and (5) financial statement disclosures.  SFAS
143 requires that an asset retirement cost should be capitalized as part of
the cost of the related long-lived asset and subsequently allocated to expense
using a systematic and rational method.  We will adopt the statement effective
no later than April 1, 2003, as required.  We do not believe the adoption of
this statement will have a material effect on our financial position, results
of operation, or cash flow.

     In October 2001, the FASB also approved SFAS 144, Accounting for the
Impairment or Disposal of Long-Lived Assets.  SFAS 144 replaces SFAS 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to Be Disposed Of.  The new accounting model for long-lived assets to be
disposed of by sale applies to all long-lived assets, including discontinued
operations, and replaces the provisions of APB Opinion No. 30, Reporting
Results of Operations-Reporting the Effects of Disposal of a Segment of a
Business, for the disposal of segments of a business.  Statement 144 requires
that those long-lived assets be measured at the lower of carrying amount or
fair value less cost to sell, whether reported in continuing operations or in
discontinued operations.  Therefore, discontinued operations will no longer be
measured at net realizable value or include amounts for operating losses that
have not yet occurred.  Statement 144 also broadens the reporting of
discontinued operations to include all components of an entity with operations
that can be distinguished from the rest of the entity and that will be
eliminated from the ongoing operations of the entity in a disposal
transaction.  The provisions of Statement 144 are effective for financial
statements issued for fiscal years beginning after December 15, 2001 and,
generally, are to be applied prospectively.  At this time, we cannot estimate
the effect of this statement on our financial position, results of operations,
or cash flows.

     In April 2002, the FASB approved SFAS 145, Rescission of FASB Statements
No. 4, 44 and 64, Amendment of SFAS 13, and Technical Corrections.  SFAS 145
rescinds previous accounting guidance, which required all gains and losses
from extinguishment of debt be classified as an extraordinary item.  Under FAS
145 classification of debt extinguishment depends on the facts and
circumstances of the transaction.  SFAS 145 is effective for fiscal years
beginning after May 15, 2002.

SIGNIFICANT ACCOUNTING POLICIES

     Revenue Recognition - Revenue is recognized for fulfillment and
publication services upon shipment of the product to the end users.  Revenue
for storage services will be recognized over the life of the storage contract.
We do not currently have any storage contracts.

     Software Development - We incur costs for computer software development
for enhancing and maintaining our computer system and to provide "on-line"
services to our customers.  Direct costs incurred in the development of
software are capitalized once the preliminary project stage is completed, we
have committed to funding the project and completion and use of the software
for its intended purpose are probable.  We ceased capitalization of
development costs in 2002 as the software has been substantially completed and
is ready for its intended use.  Software development costs are amortized over
their estimated useful lives of three to five years.  Costs associated with
major enhancements that result in additional functionality will be
capitalized.  Maintenance and routine upgrades are expensed in operations.

Page 22


ITEM 7.  FINANCIAL STATEMENTS.

     The financial statements are set forth on pages F-1 through F-16 hereto.

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

     No response required.


<PAGE>
Page 23


                                   PART III


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

DIRECTORS AND EXECUTIVE OFFICERS

     The Directors and Officers of the Company are as follows:

      Name                    Age        Positions and Offices Held
      ----                    ___        --------------------------

Blair Zykan                   42         President, Chief Executive Officer
                                         and Director

Dale Stonedahl                49         Director

Brenda Molloy-de St. Simon    36         Secretary and Chief Operating
                                         Officer

Joanne Keys                   40         Chief Technical Officer

Louis F. Coppage              64         Director

Alan C. Williamson            48         Director

Jay Reano                     48         Director

     There is no family relationship between any Director or Executive Officer
of TangibleData.

     We presently have an audit committee which consists of Alan C. Williamson
and Jay Reano, and a compensation committee which consists of Louis F.
Coppage, Jay Reano, and Alan C. Williamson.

     Set forth below are the names of all of our Directors and Executive
Officers, all positions and offices held by each such person, the period
during which he has served as such, and the principal occupations and
employment of such persons during at least the last five years:

     BLAIR ZYKAN - PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR.  Mr. Zykan
has served as President, Chief Executive Officer and a Director of
TangibleData since April 20, 2000, and of YGCD Assets, Inc., the Company's
subsidiary, since March 2000.  He has a seventeen-year career of public
company management and marketing expertise.  Prior to joining YGCD, Mr. Zykan
served in a variety of executive management capacities with Laser Technology,
Inc. (AMEX: LSR), a leading developer and manufacturer of laser-based speed
and distance measuring products.  Joining Laser Technology in March of 1993,
and initially serving as its Vice President of Sales and Marketing, Mr. Zykan
became Laser Technology's Chief Operating Officer in August of 1998.  In
February of 1999, he assumed the positions of President and Chief Executive
Officer and member of Laser Technology's Board of Directors, which he held
until March of 2000.  From 1983 to 1993, Mr. Zykan served in a variety of
sales, marketing and management positions with Armstrong World Industries
(NYSE: ALK), a global manufacturer of interior finishing products.  Mr. Zykan
is a 1983 graduate of Franklin and Marshall College with a B.A. in Economics.
He devotes full-time to our business.

Page 24


     DALE STONEDAHL - DIRECTOR.  Mr. Stonedahl has served as a Director of
TangibleData since April 20, 2000.  Mr. Stonedahl was a founder of YGCD and
served as its President, Secretary and Treasurer until March 2000.  He has
served as a Director of YGCD since its inception in January 2000.  He
currently serves as our Director of Engineering.  With almost three decades of
experience in computer hardware and software design, engineering management,
technical operations and marketing, Dale Stonedahl leads the executive
management team at Duplication Systems, Inc.  Mr. Stonedahl's background spans
the private and public sectors, including several years with the U.S. Navy/DOD
and Martin Marietta.  In 1984, he co-founded Duplication Technology, Inc.,
which he subsequently sold to Minneapolis, Minnesota-based Rimage Corporation,
but continued to run as head of engineering and technical  operations at the
Boulder-based facility.  In 1998, Stonedahl re-acquired Duplication
Technology, changed its name to Duplication Systems, Inc. and today serves as
its president and chief technical officer.  He devotes approximately 50% of
his time to our business.

     BRENDA MOLLOY-DE ST. SIMON - CHIEF OPERATIONS OFFICER.  Brenda Molloy has
a diverse background in technology, business development and management.  Ms.
Molloy was President & CEO of Walnut Software, a software engineering company
based in Boulder, Colorado, from which certain fixed assets and software were
acquired by TangibleData during October 2001. Prior to that, Ms. Molloy was a
senior manager for American Management Systems, Inc, an industry-leading
systems integration corporation, for over 18 years. There she managed multiple
large-scale software projects including xDSL, customer care, billing, and data
warehousing for major telecommunications providers around the world. She also
played key roles in launching and managing the new AMS offices in Germany, The
Netherlands, Switzerland, and Israel.

     JOANNE KEYS, CHIEF TECHNICAL OFFICER.  Joanne Keys brings over 20 years
of experience in software engineering and IT project management. Before
joining TangibleData, Ms. Keys was the Chief Operations Officer for Walnut
Software. Prior to that, Ms. Keys was Vice President of American Management
Systems, Inc., where Keys managed a variety of international
telecommunications customer care and billing projects, including a multi-year,
$100 million object-oriented development project in Germany with over 300
staff. Ms. Keys also spent 6 years in Antarctica developing information
systems for the National Science Foundation.

     LOUIS F. COPPAGE - DIRECTOR.  Mr. Coppage has served as a director of
TangibleData since April 20, 2000.  He was elected to the Board of Directors
of YGCD in March 2000.  He has over twenty years of executive and managerial
experience with both domestic and international operations involving finance
and business development for both private and public corporations.  From 1986
to present, Mr. Coppage has served as a financial consultant for numerous
clients in real estate, energy, insurance and investments.  He has provided
advisory services with an emphasis on the capital formation process for
corporate clients including SyberSay Communications, of Walnut Creek,
California, and Universal Management Inc., of Denver, Colorado.  From 1978 to
1986, Mr. Coppage was founder and principal of American Energy Investments,
Inc., of Denver, Colorado.  From 1969 to 1979, he was president of Foresee,
Ltd., an energy development company, and of Coppage & Associates, Inc., a
financial planning company in Denver, Colorado.  Mr. Coppage studied business
at Emporia State College before beginning his career at Commercial General
Life Insurance Company in 1964, where he was recognized for his achievements
in publications such as Time, Newsweek and U.S. World Report.  He was a
founding member of the insurance and financial planning groups, Top of the
Table and The Forum.

Page 25


     ALAN C. WILLIAMSON - DIRECTOR.   Mr. Williamson has been a Director of
TangibleData since July 2000.  Since March of 1999, he has been the Chief
Financial Officer and Senior Vice President of Finance and Administration with
Parascript, LLC, a leading developer of natural handwriting recognition
software based in Niwot, Colorado.  With 22 years of financial leadership
experience, Mr. Williamson previously held executive positions at companies
such as Quark, Inc., and StorageTek.  He received a BS in Finance and
Accounting and an MBA from the University of Colorado in 1985 and 1992,
respectively.  He is also a certified public accountant.

     JAY REANO - DIRECTOR.  Mr. Reano has been a Director of TangibleData
since February 2002.  Since 1989, Mr. Reano has operated his own residential
real estate development company and participated in the construction of over
160 units in the Denver area.  From 1983 to 1989, he was CFO for an
international management company responsible for ten operating units located
in seven different countries.  He started his career with the tax department
of Gulf & Western Industries, Inc. (later acquired by Viacom) which included
stints in New York City, Amsterdam and the Bahamas.  Mr. Reano has an MBA with
a major in taxation from Iona College, a BSBA in Accountancy from the
University of Denver and is a certified public accountant.

SECTION 16(a) BENEFICIAL REPORTING COMPLIANCE

     The Company is not currently registered under Section 12 of the Exchange
Act, and so our Officers, Directors and 10% or greater shareholders are not
subject to the reporting requirements of Section 16(a) of the Exchange Act.

ITEM 10.  EXECUTIVE COMPENSATION

     The following table sets forth information regarding executive
compensation for the Company's President and Chief Executive Officer.  No
other executive officer received compensation in excess of $100,000 for the
fiscal year ended March 31, 2002, and no amounts were paid to any executive
officer during the prior two fiscal years.

Page 26


<TABLE>
<CAPTION>

<PAGE>
                                         SUMMARY COMPENSATION TABLE

                                                           Long-Term Compensation
                                                      -------------------------------
                              Annual Compensation             Awards          Payouts
                           ------------------------   ---------------------   -------
                                                                   Securi-
                                                                    ties
                                                                   Underly-
                                             Other                   ing                 All
                                             Annual   Restricted   Options              Other
Name and Principal                           Compen-    Stock       /SARs      LTIP     Compen-
     Position        Year   Salary   Bonus   sation    Award(s)    (Number)   Payouts   sation
------------------   ----   -------  -----   ------   ----------   --------   -------   -------
<S>                  <C>    <C>      <C>     <C>      <C>          <C>        <C>       <C>
Blair Zykan,        2002   $143,000*   0       0          0            0         0        0
President and       2001   $143,000*   0       0          0            0         0        0
Chief Executive
Officer
______________

*  Includes $64,700 which was deferred.

</TABLE>

     In March 2000, our subsidiary entered into an Employment Agreement with
Blair Zykan, our President, pursuant to which Mr. Zykan is receiving a base
annual salary of $143,000.  This agreement has been assumed by TangibleData.
This agreement is for an initial term of one year, but will automatically be
extended by one year terms unless we notify Mr. Zykan at least 90 days prior
to the end of any term.  Mr. Zykan's base salary is to be reviewed at least
annually.  In the event that there is a "change in control" of TangibleData,
as defined in the agreement, we may be required to pay Mr. Zykan a lump sum
equal to two times his base salary.  Mr. Zykan has agreed to keep certain
information concerning TangibleData confidential, and that so long as he is
affiliated with us that he will not compete with us directly or indirectly.

     In April 2000, we entered into an Employment Agreement with Dale
Stonedahl, a Director, and the then Director of Engineering, pursuant to which
Mr. Stonedahl was receiving a base annual salary of $90,000 based on him
devoting 80% of his time to TangibleData.  The agreement was for an initial
term of one year, and could be automatically extended by one year terms.  Mr.
Stonedahl has agreed to keep certain information concerning TangibleData
confidential. In addition, so long as he is affiliated with us and for a
period of 12 months after such affiliation ceases, Mr. Stonedahl has agreed
not to compete with us directly or indirectly.  In October 2001, Mr. Stonedahl
voluntarily terminated his employment contract with the Company.  He continues
to serve as a Director and he consults with the Company on an as-needed basis.

     Beginning in October 2001, Mr. Zykan and three other officers and key
employees agreed to defer approximately $12,000 per month of their combined
salaries.  Management expect that these salaries will be gradually returned to
their full levels as cash flow permits subject to the approval of the
Compensation Committee of the Board of Directors.

Page 27


DIRECTOR COMPENSATION

     Outside Directors receive a fee of $500 for each meeting of the Board
attended.  Each Director is reimbursed for all reasonable and necessary costs
and expenses incurred as a result of being a Director of TangibleData.

     Effective March 1, 2000, our subsidiary entered into a Consulting
Agreement with Louis F. Coppage, a Director, pursuant to which Mr. Coppage
agreed to serve as a Director of the subsidiary and TangibleData and provide
other consulting services.  As compensation for such services, Mr. Coppage
received shares of the subsidiary's stock that was later exchanged for 150,000
shares of our Common Stock.  Mr. Coppage also received options to purchase up
to 50,000 shares of our Common Stock under the Company's 2000 Stock Incentive
Plan pursuant to this consulting agreement.

2000 STOCK INCENTIVE PLAN

     In March 2000, our Board of Directors approved the establishment of the
2000 Equity Incentive Plan (the "Plan"), and the Plan was approved by our
shareholders on April 20, 2000.  The Board of Directors believes that the Plan
advances the interests of TangibleData by encouraging and providing for the
acquisition of an equity interest in the Company by employees, officers,
directors and consultants, and by providing additional incentives and
motivation toward superior performance.  The Board believes it will also
enable us to attract and retain the services of key employees, officers,
directors and consultants upon whose judgment, interest and special effort the
successful conduct of its operations is largely dependent.

     The Plan allows the Board, or a committee established by the Board, to
award restricted stock and stock options from time to time to employees,
officers and directors and consultants to TangibleData.  The Board has the
power to determine at the time an option is granted whether the option will be
an Incentive Stock Option (an option which qualifies under Section 422 of the
Internal Revenue Code of 1986) or an option which is not an Incentive Stock
Option.  However, Incentive Stock Options may only be granted to persons who
are our employees.  Vesting provisions are determined by the Board at the time
options are granted.

     The Plan also provides that the Board, or a committee established by the
Board, may issue restricted stock pursuant to restricted stock right
agreements which will contain such terms and conditions as the Board or
committee determines.
     The total number of shares of Common Stock available for grant and
issuance under the Plan may not exceed 2,000,000, subject to adjustment in the
event of certain recapitalizations, reorganizations and similar transactions.
Options may be exercisable by the payment of cash or by other means as
authorized by the committee or the Board of Directors.

     As of March 31, 2002, there were options outstanding under the Plan to
purchase an aggregate of 1,093,000 shares of Common Stock with exercise prices
ranging from $0.31 to $1.81 per share.


Page 28


ITEM 11.  SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS

     The following table sets forth, as of June 24, 2002, each person known by
the Company to be the beneficial owner of five percent or more of the
Company's Common Stock, all Directors and Executive Officers individually and
all Directors and Executive Officers of the Company as a group.  Except as
noted, each person has sole voting and investment power with respect to the
shares shown.

       Name and Address         Amount of Beneficial     Percentage
     of Beneficial Owner             Ownership            of Class
     -------------------        --------------------     ----------

Dale Stonedahl                       5,594,269             25.7%
6525 Gunpark Drive
Suite 150-239
Boulder, CO  80301

Blair Zykan                          1,357,900              6.2%
8750 East Otero Circle
Englewood, CO  80112

Louis F. Coppage                       250,000 (1)          1.1%
UMI 7350 North Broadway
Denver, CO  80211

Alan C. Williamson                     100,000 (2)          0.5%
7105 LaVista Place
Niwot, CO  80503

Jay Reano                              285,714 (3)          1.3%
4035 South Niagara Way
Denver, CO  80237

Brenda Molloy-de. St. Simon            300,000 (4)          1.4%
500 East 84th Avenue, Suite C-1
Thornton, CO  80229

Joanne Keys                            175,000              0.8%
500 East 84th Avenue, Suite C-1
Thornton, CO  80229

All Directors and Officers           8,062,883             36.5%
as a Group (7 persons)
___________________

(1)  Represents 150,000 shares held directly by Louis F. Coppage and 100,000
     shares issuable under currently exercisable stock options held by him.

(2)  Represents shares issuable under currently exercisable stock options
     held by Alan Williamson.

Page 29


(3)  Represents 142,857 shares held directly by Mr. Reano and 142,857 shares
     underlying warrants held by Mr. Reano.

(4)  Includes 125,000 shares held by Ms. de St. Simon's husband.

ITEM 12.  CERTAIN TRANSACTIONS

ACQUISITION OF YGCD ASSETS, INC.

     On April 20, 2000, the Company completed the acquisition of 100% of the
outstanding common stock of YGCD Assets, Inc., a Colorado corporation
("YGCD"), in exchange for approximately 12,125,989 shares of the Company's
Common Stock (approximately 96% of the shares now outstanding).

     The stock issuances were made pursuant to a Share Exchange Agreement
("Agreement") between the Company and YGCD.  The terms of the Agreement were
the result of negotiations between the managements of the Company and YGCD.
However, the Board of Directors did not obtain any independent "fairness"
opinion or other evaluation regarding the terms of the Agreement, due to the
cost of obtaining such opinion or evaluation.

     Included in the 12,125,989 shares issued were shares issued to the
following persons who became Officers and Directors of the Company, in the
amounts shown:

            Dale Stonedahl      -     6,373,119 Shares
            Blair Zykan         -     1,400,000 Shares
            Louis F. Coppage    -       150,000 Shares



Page 30



                                   PART IV

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

     (a)  Exhibits.

EXHIBIT
NUMBER    DESCRIPTION                   LOCATION
-------   -----------                   --------

  3.1     Articles of Incorporation,    Incorporated by reference to Exhibit
          as amended                    3.1 to the Registrant's Report on
                                        Form 10-KSB for the year ended
                                        March 31, 2001

  3.2     Bylaws                        Incorporated by reference to Exhibit
                                        3.2 to the Registrant's Report on
                                        Form 10-KSB for the year ended
                                        March 31, 2001

 10.1     Share Exchange Agreement      Incorporated by reference to
          between Kimbell de Car        Exhibit 10 to the Registrant's
          Corporation and YGCD          Report on Form 8-K dated April 20,
          Assets, Inc.                  2000


 10.2     Lease Agreement with North    Incorporated by reference to
          Valley Tech, LLC              Exhibit 10.2 to the Registrant's
                                        Report on Form 10-KSB for the
                                        year ended March 31, 2001

 10.3     Employment Agreement with     Incorporated by reference to
          Blair Zykan                   Exhibit 10.3 to the Registrant's
                                        Report on Form 10-KSB for the
                                        year ended March 31, 2001

 10.4     Employment Agreement with     Incorporated by reference to
          Dale Stonedahl                Exhibit 10.4 to the Registrant's
                                        Report on Form 10-KSB for the
                                        year ended March 31, 2001

 10.5     Employment Agreement with     Incorporated by reference to
          Louis F. Coppage              Exhibit 10.5 to the Registrant's
                                        Report on Form 10-KSB for the
                                        year ended March 31, 2001

 10.5     2000 Equity Incentive Plan    Incorporated by reference to
                                        Exhibit 10.5 to the Registrant's
                                        Report on Form 10-KSB for the
                                        year ended March 31, 2001

 21       Subsidiaries of the           Filed herewith electronically
          Registrant

     (b)  The Company filed no Reports on Form 8-K during the last quarter of
the period covered by this Report.


Page 31



<PAGE>
                        INDEX TO FINANCIAL STATEMENTS

                                                                      PAGE

Independent Auditor's Report .....................................    F-2

Consolidated Balance Sheet - March 31, 2002 ......................    F-3

Consolidated Statements of Operations - For the Years Ended
March 31, 2002 and 2001 ..........................................    F-4

Consolidated Statements of Stockholders' Equity - For the
Years Ended March 31, 2002 and 2001 ..............................    F-5

Consolidated Statements of Cash Flows - For the Years
Ended March 31, 2002 and 2001 ....................................    F-6

Notes to Consolidated Financial Statements .......................    F-7





































                                      F-1



                          INDEPENDENT AUDITOR'S REPORT


The Stockholders and Directors
TangibleData, Inc.
Boulder, Colorado


We have audited the accompanying consolidated balance sheet of TangibleData,
Inc. and Subsidiary (the "Company") as of March 31, 2002, and the related
consolidated statements of operations, stockholders' equity and cash flows for
the years ended March 31, 2002 and 2001.  These consolidated financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of TangibleData, Inc. and Subsidiary as of March 31, 2002 and the results of
their operations and their cash flows for the years ended March 31, 2002 and
2001, in conformity with accounting principles generally accepted in the
United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in Note 2 to
the consolidated financial statements, as of March 31, 2002, the Company has
incurred losses from operations since inception.  This factor, among others,
raise substantial doubt about the Company's ability to continue as a going
concern.  Management's plans in regard to these matters are also described in
Note 2.  The financial statements do not include any adjustments that might
result from the outcome of these uncertainties.


/s/ HEIN + ASSOCIATES LLP

HEIN + ASSOCIATES LLP

Denver, Colorado
May 24, 2002






                                     F-2


<PAGE>
                       TANGIBLEDATA, INC. AND SUBSIDIARY

                          CONSOLIDATED BALANCE SHEET
                                MARCH 31, 2002

                                   ASSETS

Current Assets:
  Cash and cash equivalents                               $    376,000
  Investments                                                   35,000
  Accounts receivable                                           61,000
  Other receivables                                             13,000
  Receivable - stockholder and director                          6,000
  Inventories                                                   13,000
  Other current assets                                          38,000
                                                          ------------
     Total current assets                                      542,000

Property and Equipment, net of accumulated
  depreciation of $98,000                                      260,000

Capitalized Software, net of accumulated
  amortization of $51,000                                      428,000
                                                          ------------
Total Assets                                              $  1,230,000
                                                          ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable                                        $     70,000
  Accrued liabilities                                          116,000
  Current portion of capital leases                             53,000
  Notes payable - related parties                               10,000
                                                          ------------
     Total current liabilities                                 249,000

Capital leases, net of current portion                          12,000

Convertible Note Payable, net of $17,000 discount              113,000

Commitments and Contingencies (Notes 2 and 7)

Stockholders' Equity:
  Common stock, no par value; 50,000,000 shares
   authorized; 21,629,308 shares issued and outstanding     13,118,000
  Accumulated deficit                                      (12,262,000)
                                                          ------------
     Total stockholders' equity                                856,000
                                                          ------------

Total Liabilities and Stockholders' Equity                $  1,230,000
                                                          ============

See accompanying notes to these consolidated financial statements.

                                     F-3



                       TANGIBLEDATA, INC. AND SUBSIDIARY

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                                                    For the Years Ended
                                                         March 31,
                                                ----------------------------
                                                    2002            2001
                                                ------------    ------------

Net Revenues                                    $    867,000    $     70,000

Operating Expenses:
  Materials, freight, packaging and contract
   production labor                                  533,000          12,000
  Salaries                                           674,000         581,000
  Consulting and employment expenses paid
   with stock and stock options                      206,000         549,000
  Depreciation and amortization                      128,000          47,000
  Research and development cost associated
   with the Company's software                          -            614,000
  Acquisition costs                                     -            175,000
  Other general and administration                   606,000         782,000
                                                ------------    ------------
     Total other operating expenses                2,147,000       2,760,000
                                                ------------    ------------

Loss from Operations:                             (1,280,000)     (2,690,000)

Other Income and (expense):
  Imputed interest on convertible debenture         (113,000)           -
  Interest expense                                   (34,000)        (20,000)
  Other expense                                       (7,000)        (36,000)
  Other income                                         4,000          41,000
                                                ------------    ------------
     Total other income (expense)                   (150,000)        (15,000)
                                                ------------    ------------

Net Loss                                        $ (1,430,000)   $ (2,705,000)
                                                ============    ============

Basic and diluted net loss per share            $       (.09)   $       (.20)
                                                ============    ============

Weighted average shares outstanding               16,544,000      13,450,000
                                                ============    ============





See accompanying notes to these consolidated financial statements.

                                     F-4


                        TANGIBLEDATA, INC. AND SUBSIDIARY

                  CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                     FOR THE YEARS ENDED MARCH 31, 2002 AND 2001
<TABLE>
<CAPTION>


                                     Common Stock           Stock        Accumulated
                                 Shares       Amount     Subscriptions     Deficit        Total
                              ----------   -----------   -------------  ------------   -----------
<S>                           <C>          <C>           <C>            <C>            <C>
Balances, April 1, 2000       10,900,439   $ 7,855,000    $ 616,000     $( 8,127,000)  $   344,000

Sale of stock for cash, net
 of offering cost              2,383,050     2,887,000     (616,000)            -        2,271,000
Issuance of shares in reverse
 merger                          516,684          -            -                -             -
Stock issued for services         75,000       139,000         -                -          139,000
Sale of units (each unit
 consists of 2 shares of
 common stock and one warrant
 for $1.00 per unit), net of
 offering cost                   285,000       125,000         -                -          125,000
Stock options issued for
 services                           -          410,000         -                -          410,000
Net loss                            -             -            -          (2,705,000)   (2,705,000)
                              ----------   -----------   -------------  ------------   -----------
Balances, March 31, 2001      14,160,173    11,416,000         -         (10,832,000)      584,000

Sale of stock for cash, net
 of offering cost              1,944,800       340,000         -                -          340,000
Stock issued for services         28,120        23,000         -                -           23,000
Stock issued for software
 development                     167,045        85,000         -                -           85,000
Stock options issued for
 services                           -           28,000         -                -           28,000
Stock issued to employees for
 compensation                    345,000       155,000         -                -          155,000
Acquisition of assets and
 computer software               700,000       140,000         -                -          140,000
Sale of units (each unit
 consists of 5,556 shares of
 common stock and 5,000
 warrants for $1,000 per unit)   555,600       100,000         -                -          100,000
Sale of units (each unit
 consists of 1 share of
 common stock and 1 warrant)   3,428,570       600,000         -                -          600,000
Sale of units (each unit
 consists of 10 shares of
 common stock and 10 warrants
 for $2.50 per unit), net of
 offering costs                  300,000        66,000         -                -           66,000
Discount on convertible note
 attributable to warrant
 and conversion features            -          130,000         -                -          130,000
Accrued salary forgiven by
 officer and director               -           35,000         -                -           35,000
Net loss                            -             -            -          (1,430,000)   (1,430,000)
                              ----------   -----------   -------------  ------------   -----------
Balances, March 31, 2002      21,629,308   $13,118,000   $     -        $(12,262,000)  $   856,000
                              ==========   ===========   =============  ============   ===========
</TABLE>

See accompanying notes to these consolidated financial statements.


                                    F-5



                       TANGIBLEDATA, INC. AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                     For the Years Ended
                                                          March 31,
                                                ----------------------------
                                                    2002            2001
                                                ------------    ------------
Cash Flows from Operating Activities:
  Net loss                                      $ (1,430,000)   $ (2,705,000)
  Adjustments to reconcile net loss to
   net cash from operating activities:
    Depreciation and amortization                    128,000          47,000
  Imputed interest on convertible debenture          113,000            -
  Loss on abandonment of leasehold
   improvements                                         -             36,000
  Expenses paid with stock and stock options         206,000         549,000
  Accrued salary forgiven by officer and
   director                                           35,000            -
  Changes in operating assets and liabilities:
   (Increase) decrease in restricted cash             43,000         (43,000)
   (Increase) in receivables                         (20,000)        (87,000)
   (Increase) in inventories                          (7,000)         (6,000)
   (Increase) in prepaids                             (6,000)        (31,000)
   Increase (decrease) in accounts payable and
    accrued liabilities                               25,000         (65,000)
                                                ------------    ------------
     Net cash used in operating activities          (913,000)     (2,305,000)

Cash Flows from Investing Activities
  Purchase of property and equipment                 (24,000)       (238,000)
  Capital costs of internal use software            (152,000)       (143,000)
  Purchase of investments                              3,000         (38,000)
                                                ------------    ------------
     Net cash used in investing activities          (173,000)       (419,000)

Cash Flows from Financing Activities
  Repayment of notes and capital lease
   obligations                                       (61,000)        (99,000)
  Net proceeds from stock issuance                 1,106,000       3,148,000
  Proceeds from convertible note                      80,000            -
  Proceeds from notes                                 12,000            -
                                                ------------    ------------
     Net cash provided by financing activities     1,137,000       3,049,000

Net Increase in Cash and Cash Equivalents             51,000         325,000

Cash and Cash Equivalents, beginning of year         325,000            -
                                                ------------    ------------
Cash and Cash Equivalents, end of year          $    376,000    $    325,000
                                                ============    ============
Supplemental Cash Flow Information
  Cash paid for interest                        $     34,000    $     18,000
                                                ============    ============
Property and equipment acquired with
  capital leases                                $     22,000    $    192,000
                                                ============    ============
  Trade payables converted to convertible
   note payable                                 $     50,000    $       -
                                                ============    ============
  Acquisition of assets for stock and
   software development cost paid with stock    $    225,000    $       -
                                                ============    ============

See accompanying notes to these consolidated financial statements.

                                     F-6



                       TANGIBLEDATA, INC. AND SUBSIDIARY

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  Organization and Summary of Significant Accounting Policies:

     Nature of Operations - TangibleData, Inc. (TDI) was incorporated in
Colorado in January 2000.  Its wholly-owned subsidiary, YGCD Assets, Inc.
(YGCD) is a dormant company with no net assets or operations.  Collectively
these entities are referred to as the Company.  The Company provides user-
driven e-content publishing and delivery solutions for business and consumer
markets.

     During the year ended March 31, 2002, the Company completed its
development of software and exited the developmental stage company status as
it generated substantive revenue from operations.

     Principles of Consolidation - The consolidated financial statements
include the accounts of TDI and YGCD. All significant intercompany
transactions have been eliminated in consolidation.

     Cash and Cash Equivalents - The Company considers all highly liquid debt
instruments purchased with an original maturity of three months or less to be
cash equivalents.

     Inventory - Inventory is recorded at lower of cost or market using the
specific identification method.

     Revenue Recognition - Revenue is recognized for fulfillment and
publication services upon shipment of the product to the end users.  Revenue
for storage services will be recognized over the life of the storage contract.
The Company does not currently have any storage contracts.

     Research and Development Costs - Research and development costs are
charged to operations in the period incurred.

     Software Development - The Company incurs costs for computer software
development for enhancing and maintaining its computer system and to provide
"on-line" services to its customers.  Direct costs incurred in the development
of software are capitalized once the preliminary project stage is completed,
management has committed to funding the project and completion and use of the
software for its intended purpose are probable.  The Company ceased
capitalization of development costs in 2002 as the software has been
substantially completed and is ready for its intended use.  Software
development costs are amortized over their estimated useful lives of three to
five years.  Costs associated with major enhancements that result in
additional functionality will be capitalized.  Maintenance and routine
upgrades are expensed in operations.

     Impairment of Long-Lived Assets - In the event that facts and
circumstances indicate that the carrying value of property and equipment or
other long-lived assets may be impaired, an evaluation of recoverability of
net carrying costs will be performed.  If an evaluation is required, the
estimated future undiscounted cash flows associated with the asset will be
compared to the asset's carrying amount to determine if a write-down to
estimated fair value is required.  To date no such impairments have been
required.


                                     F-7



                       TANGIBLEDATA, INC. AND SUBSIDIARY

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     Concentration of Credit Risks - The Company currently has a concentration
of credit risk as all of its sales related to the duplication of compact
discs.  The Company currently has a limited number of customers, and its
receivables are from a limited number of companies.  For the year ended March
31, 2002, 56% of the Company's sales were to one customer.  The company also
purchased a significant portion of its inventory and material from one vendor.
The Company believes that there are a sufficient number of other suppliers
from which inventory and material could be purchased from to prevent any long-
term adverse consequences from the loss of a single supplier.

     Financial Instruments - The carrying amount of receivables, accounts
payable, line-of-credit, capital leases, and accrued liabilities and notes
payable approximate fair value due to their short maturities or interest rates
that approximate market.

     Earnings Per Share - Net loss per common share is presented in accordance
with the provisions of Statement of Financial Accounting Standards (SFAS) No.
128, Earnings Per Share.  Under SFAS No. 128, basic EPS excludes dilution for
potential common shares and is computed by dividing the net loss by the
weighted average number of common shares outstanding for the year.  Diluted
EPS reflects the potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted into common stock
and resulted in the issuance of common stock.  As a result of losses, diluted
EPS is the same as basic EPS as the effect of all potential common stock is
anti-dilutive.

     Options to purchase 1,093,000 shares of common stock, and warrants to
purchase 4,369,436 shares of common stock were outstanding at March 31, 2002.
As discussed above, due to the net loss, the options and warrants are anti-
dilutive.

     Investments - Investments consist of short-term certificates of deposits
and are classified as held to maturity.

     Use of Estimates - The preparation of the Company's financial statements
in conformity with generally accepted accounting principles requires the
Company's management to make estimates and assumptions that affect the amounts
reported in these financial statements and accompanying notes.  Actual results
could differ from those estimates.  Significant estimates include the
determination of the fair value of the Company's stock, which was used for the
calculation of expense for shares issued to employees and consultants, and the
impairment analysis for internal use software and property and equipment.

     New Accounting Pronouncements - In June 2001, the Financial Accounting
Standards Board ("FASB") issued Statements of Financial Accounting Standards
No. 141 "Business Combinations" ("SFAS 141") and No. 142 "Goodwill and Other
Intangible Assets" ("SFAS 142").  SFAS 141 requires all business combinations
initiated after June 30, 2001 to be accounted for under the purchase method.
For all business combinations for which the date of acquisition is after June
30, 2001, SFAS 141 also establishes specific criteria for the recognition of
intangible assets separately from goodwill and requires unallocated negative
goodwill to be written off immediately as an extraordinary gain, rather than

                                    F-8



                       TANGIBLEDATA, INC. AND SUBSIDIARY

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

deferred and amortized.  SFAS 142 changes the accounting for goodwill and
other intangible assets after an acquisition.  The most significant changes
made by SFAS 142 are:  1) goodwill and intangible assets with indefinite lives
will no longer be amortized; 2) goodwill and intangible assets with indefinite
lives must be tested for impairment at least annually; and 3) the amortization
period for intangible assets with finite lives will no longer be limited to
forty years.  The Company does not believe that the adoption of these
statements will have a material effect on its financial position, results of
operations, or cash flows.

     In June 2001, the FASB also approved for issuance SFAS 143 "Asset
Retirement Obligations."  SFAS 143 establishes accounting requirements for
retirement obligations associated with tangible long-lived assets, including
(1) the timing of the liability recognition, (2) initial measurement of the
liability, (3) allocation of asset retirement cost to expense, (4) subsequent
measurement of the liability and (5) financial statement disclosures.  SFAS
143 requires that an asset retirement cost should be capitalized as part of
the cost of the related long-lived asset and subsequently allocated to expense
using a systematic and rational method.  The Company will adopt the statement
effective no later than April 1, 2003, as required.  The Company does not
believe the adoption of this statement will have a material effect on its
financial position, results of operation, or cash flow.

     In October 2001, the FASB also approved SFAS 144, Accounting for the
Impairment or Disposal of Long-Lived Assets.  SFAS 144 replaces SFAS 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to Be Disposed Of.  The new accounting model for long-lived assets to be
disposed of by sale applies to all long-lived assets, including discontinued
operations, and replaces the provisions of APB Opinion No. 30, Reporting
Results of Operations-Reporting the Effects of Disposal of a Segment of a
Business, for the disposal of segments of a business.  Statement 144 requires
that those long-lived assets be measured at the lower of carrying amount or
fair value less cost to sell, whether reported in continuing operations or in
discontinued operations.  Therefore, discontinued operations will no longer be
measured at net realizable value or include amounts for operating losses that
have not yet occurred.  Statement 144 also broadens the reporting of
discontinued operations to include all components of an entity with operations
that can be distinguished from the rest of the entity and that will be
eliminated from the ongoing operations of the entity in a disposal
transaction.  The provisions of Statement 144 are effective for financial
statements issued for fiscal years beginning after December 15, 2001 and,
generally, are to be applied prospectively.  At this time, the Company cannot
estimate the effect of this statement on its financial position, results of
operations, or cash flows.

     In April 2002, the FASB approved SFAS 145, Rescission of FASB Statements
No. 4, 44 and 64, Amendment of SFAS 13, and Technical Corrections.  SFAS 145
rescinds previous accounting guidance, which required all gains and losses
from extinguishment of debt be classified as an extraordinary item.  Under FAS
145 classification of debt extinguishment depends on the facts and
circumstances of the transaction.  SFAS 145 is effective for fiscal years
beginning after May 15, 2002.

                                     F-9


                       TANGIBLEDATA, INC. AND SUBSIDIARY

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.   Liquidity:

     The financial statements have been prepared on a going concern basis
which contemplates the realization of assets and liquidation of liabilities in
the ordinary course of business.  Continuation of the Company as a going
concern is dependent upon raising additional capital, successfully completing
its software development and marketing its product and ultimately achieving
profitable operations and cash flow.  The financial statements do not include
any adjustments should the Company be unable to continue operations as a going
concern.

     The Company had losses since inception.  Additionally, the funds raised
from private placements may not be sufficient to fund the Company's business
plan for the entire year.

     The Company's plans to improve its financial condition by continuing to
execute its business plan geared at establishing itself as a full service
provider of CD duplication, replication and related services including
packaging, print management, warehousing, assembly, and fulfillment.  In
addition to providing standard industry services, the Company is continuing to
develop web-integrated tools and technology enabling businesses to automate
the management and distribution of their digital content using proprietary,
on-demand production and fulfillment systems.

     The Company has continued to establish distribution channels for its
services through online and offline relationships.  These plans should enable
the Company to access a partner's customer bases with nominal expense.  The
Company is also actively pursuing additional equity financing which will
enable it to continue its accelerated development plan.

     There can be no assurance that the Company will raise additional equity
financing or its business plan or marketing strategy will be successful, and
any delays in the successful execution and subsequent revenue growth could
delay or frustrate the ability of the company to achieve profitable
operations.

3.   Share Purchase Agreement and Reverse Acquisition with TangibleData, Inc.
(TDI) (Formerly Kimbell Decar Corporation):

     During the year ended March 31, 2001, the Company completed a reverse
merger with TDI.  For financial statement purposes, the Company is considered
the acquiring company, and this transaction has been treated as a purchase by
the Company of TDI.  For legal purposes, however, TDI is the surviving entity.
The stockholders of the Company received 12,125,989 shares of common stock of
TDI in the exchange, which represented approximately 96% of the combined
entity on the merger date.  The net assets of TDI acquired in the merger were
recorded at their net historical recorded value, which approximated their fair
value.  As TDI had no fixed assets and no operations, the costs of the
acquisition were expensed as incurred.  As part of the acquisition, the
Company paid a stockholder of TDI $200,000, (which was expensed) for his
ownership of 2,400,000 shares of TDI. These shares were then retired.


                                   F-10



                       TANGIBLEDATA, INC. AND SUBSIDIARY

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


4.   Acquisition of Assets:

     During October of 2001, the Company issued 700,000 shares of its common
stock in connection with the Company's purchase of certain assets and computer
software.  The stock was valued at $.20 per share based on concurrent and
recent private placements of stock by the Company for a total purchase price
of $140,000. The purchase price was allocated to the assets as follows:

         Furniture and fixtures                     $     10,000
         Computer equipment                               18,000
         Office equipment                                  1,000
         Software                                         11,000
         Capitalized software                            100,000
                                                    ------------
                                                    $    140,000
                                                    ============

5.   Property and Equipment:

     Property and equipment are stated at cost.  Depreciation of property and
equipment is calculated using the straight-line method over the estimated
useful lives (ranging from 3 to 10 years) of the respective assets.  The cost
of normal maintenance and repairs is charged to operating expenses as
incurred.  Material expenditures which increase the life of an asset are
capitalized and depreciated over the estimated remaining useful life of the
asset.  The cost of properties sold, or otherwise disposed of, and the related
accumulated depreciation or amortization are removed from the accounts, and
any gains or losses are reflected in current operations.

     At March 31, 2002 property plant and equipment consists of the following:

         Manufacturing equipment                    $     91,000
         Computer equipment                              148,000
         Software                                         13,000
         Office equipment                                 14,000
         Leasehold improvements                           59,000
         Furniture and fixtures                           33,000
                                                    ------------
                                                         358,000
         Less accumulated depreciation                   (98,000)
                                                    ------------
                                                    $    260,000
                                                    ============

     The Company also has $428,000 of net costs capitalized from software
development.  Included in this amount is $85,000 of costs that were paid for
by the issuance of 167,045 shares of stock in 2002.

     Depreciation and amortization expense for the years ended March 31, 2002
and March 31, 2001 was $128,000 and $47,000, respectively.


                                    F-11


                       TANGIBLEDATA, INC. AND SUBSIDIARY

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


8.   Stockholders' Equity:

     In December 2001, the Company sold 100 units to one accredited investor
for $100,000.  Each unit consisted of 5,556 shares of common stock and 5,000
warrants.  Each warrant was exercisable at $.20 until February 4, 2002, at
which time they expired.  Upon exercise, each warrant entitles the holder to
one share of common stock and five additional warrants which are exercisable
at $.19 until August 4, 2002.  During 2002, the Company also sold 30,000 units
at $2.50 per unit in cash.  Each unit consisted of ten shares of common stock
and ten warrants.  Each warrant is exercisable at $.25 until January 1, 2004.

     Also, in February 2002, the Company sold 3,428,570 units, each unit
consisting of one share of its common stock and one warrant to purchase one
share of common stock at $.175 per share, to six accredited investors at $.175
per unit for a total of $600,000 in cash.

     During the year ended March 31, 2002, the Company issued 28,120 shares of
common stock for services rendered to the Company.  The shares were valued at
the current market price on the date of issuance and consequently the Company
recognized $23,000 of expense.

     During November of 2001, the Company agreed to issue a total of 475,000
shares of its common stock to three employees as payment for services rendered
and to be rendered.  Of this amount, 345,000 shares are vested at March 31,
2002 and the remaining 130,000 shares will vest in April 2002 if the employees
continue to be employed by the Company.  The Company recognized $155,000 of
expense for the vested portion for the stock issued in 2002.

     During the year ended March 31, 2002, the Company issued 700,000 shares
of common stock valued at $140,000 for the acquisition of assets (see Note 4),
and also issued 167,045 shares valued at $85,000 to a vendor for software
development services.

     TangibleData has an equity incentive plan which provides for the issuance
of qualified and non-qualified stock options, restricted stock awards, stock
appreciation rights, stock bonuses and other stock grants to certain key
employees of the Company and certain consultants.  The plan will terminate on
April 20, 2010.  Under the plan, the number of shares in the aggregate
authorized for issuance shall not exceed 2,000,000.  Shares authorized for
issuance can only increase by approval of the Board and shareholders of the
Company. As of March 31, 2002, approximately 1,847,000 shares remain available
under the plan.

     During the year ended March 31, 2001, the Company issued 75,000 shares of
common stock for services rendered to the Company.  The shares were valued at
the current market price on the date of issuance and consequently the company
recognized $139,000 of expense.

     In March of 2001, the Company sold 142,500 units to one accredited
investor for $142,500.  Each unit consisted of 2 shares of common stock and 1
warrant.  Each warrant is exercisable at $1.25 until September 2002.


                                    F-12

                       TANGIBLEDATA, INC. AND SUBSIDIARY

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     The following table summarizes the incentive stock option activity for
the years ended March 31, 2002 and 2001:

                                                         Weighted
                                      Number of           Average
                                       Options         Exercise Price
                                      ---------        --------------
Outstanding, March 31, 2000                  -            $    -
  Issued to employees                   16,000              1.19
                                       -------            ------

Outstanding, March 31, 2001             16,000              1.19
  Issued to employees                  153,000               .37
  Cancelled                            (16,000)             1.19
                                       -------            ------
Outstanding, March 31, 2002            153,000            $  .37
                                       =======            ======

     All of the above options expire in 2007, and vest as follows:

                                                         Weighted
                                      Number of           Average
                                       Options         Exercise Price
                                      ---------        --------------
Vested at March 31, 2002                 2,667            $  .39
2003                                    51,000               .37
2004                                    51,000               .37
2005                                    48,333               .37
                                       -------            ------
                                       153,000            $  .37
                                       =======            ======

     The following table summarizes activity for non-qualified options for the
years ended March 31, 2002 and 2001:

                                                         Weighted
                                      Number of           Average
                                       Options         Exercise Price
                                      ---------        --------------
Outstanding, March 31, 2000                  -             $   -
 Issued to employees and directors     850,000              1.19
 Issued to consultants and non-
  employees                            415,000              1.81
  Cancelled                           (200,000)             1.19
                                     ---------             -----
Outstanding, March 31, 2001          1,065,000             $1.34
  Issued to employees and directors    800,000               .37
  Issued to consultants and non-
   employees                            75,000               .40
  Cancelled                         (1,000,000)             1.11
                                     ---------             -----
Outstanding, March 31, 2002            940,000             $ .66
                                     =========             =====

                                    F-13



                       TANGIBLEDATA, INC. AND SUBSIDIARY

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     All of the above options expire in 2007 and vest as follows:

                                                         Weighted
                                      Number of           Average
                                       Options         Exercise Price
                                      ---------        --------------
Vested at March 31, 2002                696,667           $  .50
2003                                    121,667             1.12
2004                                    121,666             1.12
                                      ---------           ------
                                        940,000           $  .66
                                      =========           ======


     All options were granted with an exercise price equal to the market
price.  The weighted average fair value of the options granted was $0.63 and
$0.98 for years ended March 31, 2002 and 2001, respectively.
The above tables do not include the warrants issued in conjunction with the
unit sales described in this note, nor do they include warrants to purchase
242,500 shares with an exercise price of $1.25 and an expiration date in 2003
which were issued to the stockholders as part of a unit in the Company's
private placement in prior years.

     Furthermore, the Company has issued warrants to purchase 155,616 shares
at $2.00 per share, and a warrant to purchase 42,750 shares at $0.50 per share
to the underwriter of the private placements.  The 155,616 warrants expire in
2005, and the 42,750 warrants expire in 2006.

     The Company adopted the provisions of SFAS No. 123, Accounting for Stock
Based Compensation, effective for fiscal year 1997 for all issuances of stock
options to non-employees of the Company.  The Company will continue to apply
APB Opinion No. 25 (Opinion 25), Accounting for Stock Issued to Employees for
all issuances stock options to its employees.  Generally, all stock options
issued to the Company's employees, pursuant to the Plan, are not compensatory.
No compensation cost has been recognized for stock options granted to
employees under the Plan.  Had compensation cost for the Plan been determined
based upon the fair value at the grant date for options granted consistent
with the provisions of SFAS 123, the Company's net loss and net loss per share
for fiscal 2001 would have been increased to the pro forma amounts indicated
below:

                                               2002            2001
                                           ------------     -----------

     Net loss - as reported                $(1,430,000)     $(2,705,000)
     Net loss - pro forma                   (1,523,000)      (2,808,000)
     Loss per share - as reported          $      (.09)     $      (.20)
     Loss per share - pro forma                   (.09)            (.21)




                                     F-14


                       TANGIBLEDATA, INC. AND SUBSIDIARY

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     The fair value of each option grant under the Plan is estimated on the
date of grant using the Black-Scholes option-pricing model with the following
assumptions:

                                               2002            2001
                                           ------------     -----------

      Risk-free interest                    3.7% - 5.1%         6%
      Expected life                           5 years         5 years
      Expected volatility range             141%   164%        127%
      Expected dividend                        $-0-            $-0-

7.   Commitments:

     Office Lease - The Company leases an office space under a noncancellable
operating lease.  Total rental expense was $167,000 and $148,000 for the
periods ending March 31, 2002 and 2001, respectively.  Future minimum payments
under the office lease are as follows:

     For the Years Ending
           March 31,
     --------------------

            2003                                $     156,000
            2004                                      160,000
            2005                                      164,000
            2006                                      167,000
            2007                                      167,000
         Thereafter                                   613,000
                                                -------------
                                                $   1,427,000
                                                =============

     The Company remains contingently liable for approximately $85,000 per
year through 2005 for sub-leased office space.  These amounts are not included
in the above table.

     The Company has a remaining commitment of $53,000 in 2003 and $12,000 in
2004 for capital leases for computer equipment.  The net book value of
computer equipment leased under these capital leases was approximately $54,000
at March 31, 2002.

     Rent expense is reflected on a straight-line basis over the term of the
lease for all leases containing step-ups in base rent.  An obligation
representing pro-rata future payments (which totaled $28,000 as of March 31,
2002) has been reflected in the accompanying balance sheet.

     Employment Agreement   The Company has entered into employment
agreements, which can be terminated only for cause, with the CEO and one of
the founders of the Company.  During the year ended March 31, 2002, the


                                     F-15


                       TANGIBLEDATA, INC. AND SUBSIDIARY

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

employment agreement with the Company founder was terminated.  The term of the
agreement for the CEO is one year, with an automatic one year extension,
beginning in March 2000.  The aggregate commitment as of March 31, 2002 for
future salaries, excluding bonuses, is approximately $164,000.  The CEO and
the founder had agreed to defer part of their compensation, which totaled
approximately $65,000 at March 31, 2002.

8.   Income Taxes:

     Long-term deferred tax assets (liabilities) consist of the following:

     Tax effect of net operating loss carryforwards       $   1,409,000
     Organizational costs                                         5,000
     Purchased research and development                          23,000
     Stock option compensation                                  162,000
     Other                                                       (7,000)
     Property and equipment and capitalized software           (145,000)
                                                          -------------
                                                              1,447,000
     Less valuation allowance                                (1,447,000)
                                                          -------------
     Net tax asset                                        $        -
                                                          =============


     The Company has net operating loss carryforwards (NOL's) of approximately
$3,800,000, which will expire in the years 2020 to 2022.  These NOL's may be
subject to limitation based on IRS code section 382 relating to changes in
control of the Company.

     The actual income tax expense (benefit) differs from the expected tax
expense (benefit) computed by applying the U.S. Federal corporate income tax
rate of 34% as follows:
<TABLE>
<CAPTION>

                                            For the Year Ended     For the Year Ended
                                              March 31, 2002         March 31, 2001
                                          ----------------------  ---------------------
                                            %         Amount        %         Amount
                                          ------     ---------    ------    ---------
<S>                                       <C>        <C>          <C>       <C>
Computed (expected) tax expense
 (benefit)                                 (34%)     $(486,000)    (34%)    $(915,000)
State income taxes, net of Federal
 income tax benefit                        (3.1%)      (44,000)   (3.1%)      (83,000)
Non-deductible expense                      3.4%        49,000     2.2%        60,000
Valuation allowance                        33.7%       481,000    34.9%       938,000
Net tax expense (benefit)                  -----     ---------    -----     ---------
                                             -       $    -         -       $    -
                                           =====     =========    ======    =========

</TABLE>
                                     F-16



<PAGE>
                                 SIGNATURES

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

                                    TANGIBLEDATA, INC.


Dated:  June 28, 2002               By:/s/ Blair Zykan
                                       Blair Zykan, President

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


     Signature                         Capacity                  Date



/s/ Blair Zykan                   President, Chief           June 28, 2002
Blair Zykan                       Executive Officer
                                  and Director
                                  (Principal Financial
                                  and Accounting
                                  Officer)


/s/ Dale Stonedahl                Director                   June 28, 2002
Dale Stonedahl



/s/ Dale Stonedahl                Secretary and Chief        June 28, 2002
Brenda Molloy-de St. Simon        Operating Officer



/s/ Louis F. Coppage              Director                   June 28, 2002
Louis F. Coppage



/s/ Alan Williamson               Director                   June 28, 2002
Alan Williamson



/s/ Jay Reano                     Director                   June 28, 2002
Jay Reano