**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10- KSB**

(Mark One)

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

For the fiscal year endedOctober 31, 2001



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

For the transition period from ______________  to ______________



**DIGITAL COMMERCE INTERNATIONAL, INC.**



Delaware                                                     02-0337028

(State or other jurisdiction of                                                                              (IRS Employer Identification No.)

incorporation or organization)















Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the past 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YESX	          NO

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

Issuer's revenues for its most recent fiscal year: $15,010

The number of shares of Common Stock held by nonaffiliates of the registrant (as determined for
the purpose of this Form 10-KSB only) as of January 30, 2002 was 30,000,000 with an  approximate
aggregate market value of $900,000 (based upon the average of the bid and asked prices of such
shares as of such date).  The number of shares of the Common Stock of the issuer outstanding as
of January 30, 2002 was 13,842,830.

**TABLE OF CONTENTS**



Item Number and Caption		Page

PART I                                                                                                
-4-

Item 1.	Description of Business.                                                            
-4-

Item 2.	Description of Properties                                                          
-21-

Item 3.	Legal Proceedings.                                                                   
-21-

Item 4.	Submission of Matters to a Vote of Security Holders                
-21-



PART II                                                                                              
-22-

Item 5.	Market for Common Equity and Related Stockholder Matters. 
-22-

Item 6.	Management's Discussion and Analysis of Financial

Condition and Results of Operation or Plan of Operation                      
-23-

Item 7.	Financial Statements.                                                                
-25-

Item 8.	Changes in and Disagreements with Accountants

on Accounting and Financial Disclosure.                                               
-25-



PART III                                                                                            
-26-

Item 9.	Directors, Executive Officers, Promoters and Control Persons;

Compliance with Section 16(a) of the Exchange Act                            
-26-

Item 10.	Executive Compensation.                                                       
-27-

Item 11.	Security Ownership of Certain Beneficial Owners

and Management.                                                                                
-28-

Item 12.	Certain Relationships and Related Transactions.                     
-29-

Item 13.	Exhibits, Financial Statement Schedules, and Reports

on Form 8-K.                                                                                     
-30-



**Item 1.	Description of Business.**

**Introduction**

We were incorporated in July 1982 as Systems Assurance Corporation and were engaged in
the business of marketing and installing automated insurance processing and administration systems
through December, 1991.  We did not conduct any active business from 1992 through June 1999.
In June 1999 we acquired Digital Commerce, Inc. in order to act as an independent sales
organization and credit processing organization for financial institutions.  From June 1999 through
June 2001 our strategy was to operate as an e-commerce infrastructure company, specializing in the
aggregation and vertical integration of critical e-business components.  Commencing in the second
quarter of 2001, we began to seek out additional business opportunities.

In January 2002, pursuant to a plan of reorganization, Digital HealthCare Services, Inc., our
wholly-owned subsidiary, merged into NetCare Health Services, Inc. and the shares of common
stock of NetCare Health Services, Inc. are being converted into 70% of our shares of common stock
after the merger.  However, in the event that we consummate an additional financing of up to
$2,000,000 then the prior stockholders of NetCare Health Services, Inc. shall surrender to us for
cancellation the number of shares of common stock issuable in connection with such financing, but
not in excess of 19% of the number of shares of common stock outstanding if our prior management
assists us in placing such financing.

Since we have refocused our strategy the description of our business in this Form 10-KSB
refers to the operations of NetCare Health Services, Inc.

**General**

NetCare is a provider of pharmacy services to long-term care institutions such as skilled
nursing facilities.  NetCare provides distribution of pharmaceuticals, related pharmacy consulting
and data management services to long-term care facilities. As a provider of pharmacy services,
NetCare purchases, repackages and dispenses pharmaceuticals, both prescription and non-prescription, and provides computerized medical record-keeping and third-party billing for residents
in such facilities. NetCare also provides consultant pharmacist services, including evaluating
residents' drug therapy, monitoring the control, distribution and administration of drugs within the
nursing facility and assisting in compliance with state and federal regulations. In addition, NetCare
provides ancillary services, such as infusion therapy, wound therapy, ostomy and urological care.
At September 30, 2001, NetCare provided these services to approximately 1,700 residents in
approximately 18 long-term care facilities in New York and Connecticut.  NetCare intends to
expand its operations to provide pharmacy services in other states.

**Industry Background**

Institutional pharmacies purchase, repackage and distribute pharmaceuticals to residents of
long-term care facilities such as skilled nursing facilities, assisted living facilities and other
institutional health care settings.  Unlike hospitals, most long-term care facilities do not have on-site
pharmacies, but depend instead on outside sources to provide the necessary products and services.
In response to a changing regulatory environment and other factors, the sophistication and scope of
services required by long-term care facilities has increased dramatically in recent years.  In addition
to providing pharmaceuticals, institutional pharmacies provide consultant pharmacy services.
Complete pharmacy services include monitoring the control, distribution and administration of
drugs within the long-term care facility and assisting in compliance with applicable regulations, as
well as therapeutic monitoring and drug utilization review services.  With the average long-term
care facility patient taking seven to nine medications per day, high quality, cost-efficient systems
for dispensing and monitoring patient drug regimens are critical.  The institutional pharmacy has
a significant role with respect to the effectiveness and cost of care.

Based on data from industry sources, NetCare estimates that the U.S. market for pharmacy
services (including consulting services and related supplies) in long-term care and assisted living
facilities was over $8.0 billion for the year 2000.  NetCare believes that the market growth is
primarily attributable to three factors.

First, the number of long-term care facility residents is rising as a result of demographic
trends.  According to the Administration on the Aging, it is estimated that by the year 2030, the
number of Americans who will be 85 or older, the segment of the population that comprises the
largest percentage of residents at long-term care facilities, will triple.  In addition, with advances
in medication and methods, patients are using medication at earlier ages.

Second,  long-term care facility residents are taking an increasing number of medications
per day. This increase is due to (i) advances in medical technology which have resulted in the
availability of new drug therapy regimens and (ii) the generally higher acuity levels of residents as
a result of both payors' efforts to have care delivered in the lowest cost setting and the generally
older, and consequently sicker, population of long-term care facility residents.

Third, hospitals are discharging patients earlier due to funding pressures and cost
containment efforts.  The result is an increasing number of patients receiving care outside of
traditional hospitals in alternative setting such as long-term care facilities.

**Business Strategy**

NetCare's strategy is to become a leading provider of pharmacy related services in each of
its markets by offering high quality cost effective services.  NetCare intends to accomplish its goal
by:



1. expanding the services that NetCare offers to its existing clients; and



1. increasing the number of facilities which NetCare services through an increased effort
on sales and marketing and through the acquisition of other health care service
providers.

*Expanding the services NetCare offers to its existing clients.*

NetCare intends to leverage its existing client relationships by offering additional
pharmacy related services.  NetCare intends to offer the following services.

*Business Consulting and Pharmacy Cost Management*

NetCare believes that it can offer management systems to its clients to reduce their
pharmacy costs, achieve efficiencies and increase productivity.

*Nutritional Services*

NetCare intends to provide client facilities with registered dieticians and nutrition
support certified nurses.

*Sales and Marketing Support Services*

NetCare intends to develop a program to monitor its infusion therapy program by
indentifying payors, referral sources and activities known to have a successful track
record.  NetCare will assist clients in marketing infusion therapy programs to
discharge planners, nursing agency directors, admitting physicians and managed care
payors.

*Reimbursement Services*



NetCare intends to offer consulting services to ensure that health outcomes are
maximized while costs are minimized.  NetCare's consultants will monitor
regulatory standards and reimbursement procedures custom designed for the client
facility.

*Diagnostic Services*

NetCare intends to offer diagnostic services to its clients including mobile x-rays,
electrocardiograms and ultra sound (echocardiograms).

*Durable Medical Equipment*

NetCare intends to sell and lease durable medical equipment including respiratory
equipment, wheelchairs and oxygen concentrators.

*Increasing the number of facilities which NetCare services.*

*Pursuing Acquisitions*

NetCare believes that the health care service industry is fragmented.  NetCare
intends to pursue a growth strategy that includes acquisitions in target markets.
NetCare also intends to utilize acquisitions to increase its geographic markets.

*Pursuing Strategic Alliances*

NetCare intends to pursue relationships with health care providers, pharmaceutical
companies, and other health care service providers to assist it in marketing its
products and services.

*Assisted Living Facilities*

NetCare intends to aggressively market its products and services to assisted living
facilities in its present and new geographic areas.

*Increasing Sales and Marketing*

NetCare intends to place an increased emphasis on sales and marketing programs
targeted to health care management companies.  NetCare intends to develop a
company brochure, advertise in trade publications, prepare promotional literature,
participate in trade shows and increase its sales and marketing staff.

**Pharmacy Services**

NetCare purchases, repackages and dispenses prescription and non-prescription medication
in accordance with physician orders and delivers such prescriptions to the nursing facility for
administration to individual residents by the facility's nursing staff.  NetCare maintains a 24-hour,
seven-day per week, on-call pharmacist service for emergency dispensing and delivery or for
consultation with the facility's staff or the resident's attending physician.

Upon receipt of a prescription, the relevant resident information is entered into NetCare's
computerized dispensing and billing systems. At that time, the dispensing system checks the
prescription for any potentially adverse drug interactions or resident sensitivity. When required or
specifically requested by the physician or patient, branded drugs are dispensed; generic drugs are
substituted in accordance with applicable state and federal laws and as requested by the physician
or resident. NetCare also provides therapeutic interchange, with physician approval, in accordance
with its pharmaceutical care guidelines.

NetCare provides a "unit dose" distribution system. Most of its prescriptions are filled
utilizing specialized unit-of-use packaging and delivery systems.  Maintenance medications are
provided in accordance with patient requirements utilizing either a box unit dose system or unit dose
punch card system. NetCare believes that the unit dose system, preferred over the bulk delivery
systems employed by retail pharmacies, improves control over drugs in the nursing facility and
improves resident compliance with drug therapy by increasing the accuracy and timeliness of drug
administration.

Integral to NetCare's drug distribution system is its computerized medical records and
documentation system. NetCare provides to the facility computerized medication administration
records and physician's order sheets and treatment records for each resident. Data extracted from
these computerized records is also formulated into monthly management reports on resident care
and quality assurance. NetCare believes the computerized documentation system, in combination
with the unit dose drug delivery system, results in greater efficiency in nursing time, improved
control, reduced drug waste in the facility and lower error rates in both dispensing and
administration. NetCare believes these benefits improve drug efficacy and result in fewer drug-related hospitalizations.

**Consultant Pharmacist Services**

Federal and state regulations generally require that long-term care facilities, in addition to
providing a source of pharmaceuticals, retain consultant pharmacist services to monitor and report
on prescription drug therapy in order to maintain and improve the quality of resident care. The
Omnibus Budget Reconciliation Act ("OBRA") implemented in 1990 seeks to further upgrade and
standardize care by setting forth more stringent standards relating to planning, monitoring and
reporting on the progress of prescription drug therapy as well as facility-wide drug usage. NetCare
provides consultant pharmacist services which help clients comply with the federal and state
regulations applicable to nursing homes. The services offered by NetCare's consultant pharmacists
include:

comprehensive, monthly drug regimen reviews for each resident in the facility to assess
the appropriateness and efficacy of drug therapies, including a review of the resident's
medical records, monitoring drug reactions to other drugs or food, monitoring lab results
and recommending alternate therapies or discontinuing unnecessary drugs;

participation on the pharmacy and therapeutics, quality assurance and other committees
of client facilities as well as periodic involvement in staff meetings;

monitoring and monthly reporting on facility-wide drug usage;

development and maintenance of pharmaceutical policy and procedures manuals; and

assistance to the nursing facility in complying with state and federal regulations as they
pertain to patient care.

Additionally, NetCare offers a specialized line of consulting services which help long-term
care facilities to enhance care and reduce and contain costs as well as to comply with state and
federal regulations. Under this service line, NetCare provides:

data required for OBRA and other regulatory purposes, including reports on psycho
tropic drug usage (chemical restraints), antibiotic usage (infection control) and other
drug usage;

plan of care programs which assess each patient's state of  health upon admission and
monitor progress and outcomes using data on drug usage as well as dietary, physical
therapy and  social service inputs;

counseling related to appropriate drug usage and implementation of drug protocols;

on-site educational seminars for the nursing facility staff on topics such as drug
information relating to clinical indications,  adverse drug reactions, drug protocols and
special geriatric considerations in drug therapy, and information and training on
intravenous drug therapy and updates on OBRA and other regulatory compliance issues;

mock regulatory reviews for nursing staffs; and

nurse consultant services and consulting for dietary, social services and medical records.

**Ancillary Services**.

NetCare provides the following ancillary products and services to long-term care facilities:

*Infusion Therapy Products and Services*.

With cost containment pressures in health care,  nursing facilities are called upon to treat
moderately acute, but stabilized patients that would otherwise be treated in the more costly hospital
environment, provided that the nursing staff and pharmacy are capable of supporting higher degrees
of acuity. NetCare provides infusion therapy support services for such client facilities. Infusion
therapy consists of the product (a nutrient, antibiotic or other drugs in solution) and the intravenous
administration of the product.

NetCare prepares the product to be administered, where required, using proper equipment
in the appropriate environment and then delivers the product to the nursing home for administration
by the nursing staff. NetCare utilizes a nursing agency to supply nurses to provide infusion therapy
to its client facilities.  Proper administration of intravenous ("IV") drug therapy requires a highly
trained nursing staff. NetCare's consultant pharmacists and nurse consultants operate an education
and certification program on IV therapy to assure proper staff training and compliance with
regulatory requirements in client facilities offering an IV program.

By providing an infusion therapy program, NetCare enables its client facilities to admit and
retain patients who otherwise would need to be cared for in an acute-care facility. The most
common infusion therapies NetCare provides are total parenteral nutrition, antibiotic therapy, pain
management and hydration.

*Wound, Urological and Ostomy Management*

NetCare provides wound care, urological and ostomy programs designed to aid each facility
in their quality of care, while minimizing the facility expenses.  NetCare provides information and
support for all of its products and services through its team of Medicare Part B specialists.  These
specialists work directly with each facility to capture all possible Medicare Part B reimbursable
products, advise on more cost-effective measures, and to answer any questions regarding patient
care.  NetCare provides a variety of medical supplies for Medicare Part B reimbursement.
NetCare's inventory maintains a constant turnover and consists of the latest in specialized high
quality wound dressings, urological and ostomy supplies.  Monthly, its specialists visit each facility
to evaluate the resident's medical chart and obtain the most recent information.

**Materials/Supply**.

NetCare purchases pharmaceuticals through a wholesale distributor with whom NetCare has
a prime vendor contract, at prices based primarily upon contracts negotiated by NetCare directly
with pharmaceutical manufacturers.  For the year ended December 31, 2000, NetCare purchased
85% of its pharmaceutical supplies from such supplier.  NetCare also is a member of industry
buying groups which contract with manufacturers for discounted prices based on volume which are
passed through to NetCare by its wholesale distributor. NetCare has numerous sources of supply
available to it and has not experienced any difficulty in obtaining pharmaceuticals or other products
and supplies used in the conduct of its business.

**Patents and Trademarks**

NetCare's business operations are not dependent upon any material patents or trademarks.

I**nventories**

NetCare seeks to maintain adequate on-site inventories of pharmaceuticals to ensure prompt
delivery service to its customers. NetCare's primary wholesale distributor also maintains local
warehousing in the geographic markets in which NetCare operates.

**Competition**

By its nature, the long-term care pharmacy business is highly regionalized and, within a
given geographic region of operations, highly competitive.  In the geographic regions it serves,
NetCare competes with numerous local retail pharmacies, local and regional institutional
pharmacies and pharmacies owned by long-term care facilities. NetCare competes in these markets
on the basis of quality, cost-effectiveness and the increasingly comprehensive and specialized nature
of its services, along with the clinical expertise, pharmaceutical technology and professional support
NetCare offers.  NetCare believes that it competes favorably in these respects.

**Customers**

At September 30, 2001, NetCare provided pharmacy related services to approximately 1,700
residents in approximately 18 long-term care facilities and other institutional healthcare settings.
Of the 18 facilities eight are owned or managed by Lexington Healthcare Group, Inc.  For the year
ended December 31, 2000, 64% of the residents serviced by NetCare were under the control of
Lexington Healthcare Group.  For some of NetCare's services, NetCare has entered into contracts,
as is typical in the industry, which are generally for a period of three years.

**Government Regulation**

Institutional pharmacies, as well as the long-term care facilities they serve, are subject to
extensive federal, state and local regulation. These regulations cover required qualifications, day-to-day operations, reimbursement and the documentation of activities. NetCare continuously monitors
the effects of regulatory activity on its operations.

*Licensure, Certification and Regulation*. States generally require that companies operating
a pharmacy within the state be licensed by the state board of pharmacy. NetCare currently has
pharmacy licenses for each pharmacy it operates.  NetCare's pharmacies hold the requisite licenses
applicable in these states. In addition, its pharmacies are registered with the appropriate state and
federal authorities pursuant to statutes governing the regulation of controlled substances.

Client long-term care facilities are also separately required to be licensed in the states in
which they operate and, if serving Medicare or Medicaid patients, must be certified to be in
compliance with applicable program participation requirements. Client facilities are also subject
to the nursing home reforms of the Omnibus Budget Reconciliation Act of 1987, which imposed
strict compliance standards relating to quality of care for nursing home operations, including vastly
increased documentation and reporting requirements. In addition, pharmacists, nurses and other
health care professionals who provide services on NetCare's behalf are in most cases required to
obtain and maintain professional licenses and are subject to state regulation regarding professional
standards of conduct.

*Federal and State Laws Affecting the Repackaging, Labeling and Interstate shipping of
Drugs*. Federal and state laws impose certain repackaging, labeling and package insert requirements
on pharmacies that repackage drugs for distribution beyond the regular practice of dispensing or
selling drugs directly to patients at retail outlets. A drug repackager must register with the Food and
Drug Administration ("FDA") as a manufacturing establishment, and is subject to FDA inspection
for compliance with relevant good manufacturing practices("GMPs"). NetCare holds all required
registrations and licenses, and NetCare believes its repackaging operations are in compliance with
applicable state and federal GMP requirements. In addition, NetCare believes it complies with all
relevant requirements of the Prescription Drug Marketing Act for the transfer and shipment of
pharmaceuticals.

*State Laws Affecting Access to Services*. Some states have enacted "freedom of choice" or
"any willing provider" requirements as part of their state Medicaid programs or in separate
legislation. These laws and regulations may prohibit a third-party payor from restricting the
pharmacies from which their participants may purchase pharmaceuticals. Similarly, these laws may
preclude a nursing facility from requiring their patients to purchase pharmacy or other ancillary
medical services or supplies from particular providers that deal with the nursing home. Such
limitations may increase the competition which NetCare faces in providing services to nursing
facility residents.

*Medicare and Medicaid*. The nursing home pharmacy business has long operated under
regulatory and cost containment pressures from state and federal legislation primarily affecting
Medicaid and, to a lesser extent, Medicare.

As is the case for nursing home services generally, NetCare receives reimbursement from
the Medicaid and Medicare programs, directly from individual residents (private pay), and from
other payors such as third-party insurers. NetCare believes that its reimbursement mix is in line with
national expenditures for pharmaceutical services in nursing homes.  For the nine months ended July
31, 2001, NetCare's payor mix was approximately as follows: 11 % private pay and long-term care
facilities, 80 % Medicaid and Medicare (including direct billing for medical supplies) and 9% other
private sources.

For those patients who are not covered by government-sponsored programs or private
insurance, NetCare generally directly bills the patient or the patient's responsible party on a monthly
basis. Depending upon local market practices, NetCare may alternatively bill private patients
through the nursing facility. Pricing for private pay patients is based on prevailing regional market
rates or "usual and customary" charges.

The Medicaid program is a cooperative federal-state program designed to enable states to
provide medical assistance to aged, blind, or disabled individuals, or members of families with
dependent children whose income and resources are insufficient to meet the costs of necessary
medical services. State participation in the Medicaid program is voluntary. To become eligible to
receive federal funds, a state must submit a Medicaid "state plan" to the secretary of the Department
of Health and Human Services ("HHS") for approval.  The federal Medicaid statute specifies a
variety of requirements which the state plan must meet, including requirements relating to
eligibility, coverage of services, payment and administration.

Federal law and regulations contain a variety of requirements relating to the furnishing of
prescription drugs under Medicaid. First, states are given authority, subject to certain standards, to
limit or specify conditions for the coverage of particular drugs. Second, federal Medicaid law
establishes standards affecting pharmacy practice. These standards include general requirements
relating to patient counseling and drug utilization review and more specific standards for skilled
nursing facilities and nursing facilities relating to drug regimen reviews for Medicaid patients in
such facilities. Recent regulations clarify that, under federal law, a pharmacy is not required to meet
the general requirements for drugs dispensed to nursing facility residents if the nursing facility
complies with the drug regimen review standards. However, the regulations indicate that states may
nevertheless require pharmacies to comply with the general requirements, regardless of whether the
nursing facility satisfies the drug regimen review requirement, and the states in which NetCare
operates currently do require our pharmacies to comply with these general standards.  Third, federal
regulations impose certain requirements relating to reimbursement for prescription drugs furnished
to Medicaid patients. Among other things, regulations establish "upper limits" on payment levels.
In addition to requirements imposed by federal law, states have substantial discretion to determine
administrative, coverage, eligibility and payment policies under their state Medicaid programs that
may affect our operations. For example, some states have enacted "freedom of choice"requirements
that may prohibit a nursing facility from requiring residents to purchase pharmacy or other ancillary
medical services or supplies from particular providers that deal with the nursing home. Such
limitations may increase the competition that we face in providing services to nursing facility
patients.

The Medicare program is a federally funded and administered health insurance program for
individuals age 65 and over or who are disabled. The Medicare program consists of three parts: Part
A, which covers, among other things, inpatient hospital, skilled nursing facility, home health care
and certain other types of health care services; Medicare Part B, which covers physicians' services,
outpatient services, items and services provided by medical suppliers, and a limited number of
specifically designated prescription drugs; and Medicare part C, established by The Balanced
Budget Act of 1997 ("BBA"), which generally allows beneficiaries to enroll in additional types of
Managed Care programs beyond the traditional Medicare fee for service program. Part C is
generally referred to as "Medicare+ Choice." Many Medicare beneficiaries are being served  through
such Medicare+ Choice organizations. In addition to the limited Medicare coverage for specified
products described above, some Medicare+ Choice organizations providing health care benefits to
Medicare beneficiaries offer expanded drug coverage. The Medicare program establishes certain
requirements for participation of providers and suppliers in the Medicare program. Pharmacies are
not subject to such certification requirements.  Skilled nursing facilities and suppliers of medical
equipment and supplies, however, are subject to specified standards.  Failure to comply with these
requirements and standards may adversely affect a provider's ability to participate in the Medicare
program and receive reimbursement for services provided to Medicare beneficiaries.  Medicare and
Medicaid providers and suppliers are subject to inquiries or audits to evaluate their compliance with
requirements and standards set forth under these government-sponsored programs. Such audits and
inquiries, as well as NetCare's own internal compliance programs, from time to time have identified
overpayment and other billing errors resulting in repayment or self-reporting.  NetCare believes that
its billing practices materially comply with applicable state and federal requirements. However,
there can be no assurance that such requirements will not be interpreted in the future in a manner
inconsistent with NetCare's interpretation and application.  The Medicare and Medicaid programs
are subject to statutory and regulatory changes, retroactive and prospective rate adjustments,
administrative rulings,  executive orders and freezes and funding reductions, all of which may
adversely affect our business. There can be no assurance that payments for pharmaceutical supplies
and services under the Medicare and Medicaid programs will continue to be based on current
methodologies or remain comparable to present levels. In this regard, NetCare may be subject to rate
reductions as a result of federal budgetary or other legislation related to the Medicare and Medicaid
programs. In addition, various state Medicaid programs periodically experience budgetary shortfalls
which may result in Medicaid payment reductions and delays in payment to NetCare.

In addition, the failure, even if inadvertent, of NetCare and/or its client institutions to comply
with applicable reimbursement regulations could adversely affect our business. Additionally,
changes in such reimbursement programs or in regulations related thereto, such as reductions in the
allowable reimbursement levels, modifications in the timing or processing of payments and other
changes intended to limit or decrease the growth of Medicaid and Medicare expenditures, could
adversely affect our business.

*Referral Restrictions*. NetCare is subject to federal and state laws which govern financial
and other arrangements between health care providers. These laws include the federal anti-kickback
statute, which prohibits, among other things, knowingly and willfully soliciting, receiving, offering
or paying any remuneration directly or indirectly in return for or to induce the referral of an
individual to a person for the furnishing of any item or service for which payment may be made in
whole or in part under federal health care programs. Many states have enacted similar statutes which
are not necessarily limited to items and services for which payment is made by federal health care
programs.  Violations of these laws may result in fines, imprisonment, and exclusion from the
federal programs or other state-funded programs. Federal and state court decisions interpreting these
statutes are limited, but have generally construed the statutes to apply if "one purpose" of
remuneration is to induce referrals or other conduct within the statute.

Federal regulations establish "safe harbors," which give immunity from criminal or civil
penalties under the federal anti-kickback statute to parties meeting all of the safe harbor
requirements. While the failure to satisfy all criteria for a safe harbor does not mean that an
arrangement violates the statute, it may subject the arrangement to review by the HHS Office of
Inspector General ("OIG"), which is charged with enforcing the federal anti-kickback statute. In
response to requests the OIG issues written advisory opinions regarding the applicability of certain
aspects of the anti-kickback statute to specific arrangements or proposed arrangements. Advisory
opinions are binding as to the secretary and the party requesting the opinion.

The OIG issues "Fraud Alerts" identifying certain questionable arrangements and practices
which it believes may implicate the federal anti-kickback statute. The OIG has issued a Fraud Alert
providing its views on certain joint venture and contractual arrangements between health care
providers. The OIG also issued a Fraud Alert concerning prescription drug marketing practices that
could potentially violate the federal statute. Pharmaceutical marketing activities may implicate the
federal anti-kickback statute because drugs are often reimbursed under the Medicaid program and,
to a lesser extent, under the Medicare program.  According to the Fraud Alert, examples of practices
that may implicate the statute include certain arrangements under which remuneration is made to
pharmacists to recommend the use of a particular pharmaceutical product.

The Ethics in Patient Referrals Act ("Stark I"), effective January 1, 1992, generally prohibits
physicians from referring Medicare patients to clinical laboratories for testing if the referring
physician (or a member of the physician's immediate family) has a "financial relationship," through
ownership or compensation with the laboratory. The Omnibus Budget Reconciliation Act of1993
contains provisions commonly known as "Stark II" ("Stark II") expanding Stark I by prohibiting
physicians from referring Medicare and Medicaid patients to an entity with which a physician has
a "financial relationship" for the furnishing of certain items set forth in a list of "designated health
services,"including outpatient prescription drugs, durable medical equipment, enteral supplies and
equipment and other services. Subject to certain exceptions, if such a financial relationship exists,
the entity is generally prohibited from claiming payment for such services under the Medicare or
Medicaid programs, and civil monetary penalties may be assessed for each prohibited claim
submitted.

On January 4, 2001, the Health Care Financing Administration ("HCFA") released the first
part of the Stark II final rule. This final rule is divided into two phases. Phase I focuses on the
provisions related to prohibited referrals, the general exception to ownership and compensation
arrangement prohibitions and the related definitions. Most of Phase I of the rulemaking will become
effective January 4, 2002. Phase II of the final rule is expected to be released in 2001. Phase II will
cover the remaining portions of the statute, including those pertaining to Medicaid. Phase I of the
final rule eases certain of the restrictions in the proposed rule. The final rule also, among other
things: recognizes an exception for referrals for residents covered under a Part A skilled nursing
facility stay; conforms certain physician supervision requirements to HCFA coverage and payment
policies for the specific services; clarifies the definitions of designated health services and indirect
financial relationships; and creates new exceptions for indirect compensation arrangements and fair
market value transactions.

Other provisions in the Social Security Act and in other federal and state laws authorize the
imposition of penalties, including criminal and civil fines and exclusions from participation in
Medicare and Medicaid, for false claims, improper billing and other offenses.

In addition, a number of states have undertaken enforcement actions against pharmaceutical
manufacturers involving pharmaceutical marketing programs, including programs containing
incentives to pharmacists to dispense one particular product rather than another. These enforcement
actions arose under state consumer protection laws which generally prohibit false advertising,
deceptive trade practices, and the like.

NetCare believes its contract arrangements with other health care providers, its
pharmaceutical suppliers and its pharmacy practices are in compliance with applicable federal and
state laws. There can be no assurance that such laws will not, however, be interpreted in the future
in a manner inconsistent with its interpretation and application.

*Health Care Reform and Federal Budget Legislation*. In recent years, federal legislation has
resulted in major changes in the health care system, and included other provisions which could
significantly effect healthcare providers, either nationally or at the state level. The BBA signed into
law on August 5,1997, sought to achieve a balanced federal budget by, among other things, reducing
federal spending on the Medicare and Medicaid programs. With respect to Medicare, the law
mandates establishment of PPS for skilled nursing facilities under which facilities are paid a federal
per diem rate for virtually all covered skilled nursing facility services, including ancillary services
such as pharmacy. Payment is determined by one of 44 resource utilization group ("RUG")
categories. PPS was implemented for cost reporting periods beginning on or after July 1, 1998. Prior
to PPS, skilled nursing facilities under Medicare received cost-based reimbursement. In the
Conference Report accompanying the BBA, the conferees specifically noted that, to ensure that the
frail elderly residing in skilled nursing facilities receive needed and appropriate medication therapy,
the Secretary of HHS is to consider, as part of PPS for skilled nursing facilities, the results of studies
conducted by independent organizations, including those which examine appropriate payment
mechanism and payment rates for medications therapy, and develop case mix adjustments that
reflect the needs of such patients.

With respect to Medicare suppliers, the BBA also imposes limits on annual updates in
payments to Medicare skilled nursing facilities for routine services, and institutes consolidated
billing for items and services furnished to skilled nursing facility residents in a Medicare Part A
covered stay and services for all non-physician Part B items and services for skilled nursing facility
residents no longer eligible for Part A skilled nursing facility care. While this provision was to
become effective July 1, 1998, it was delayed indefinitely and administratively. (Later, this provision
was repealed except for services furnished to residents in a Part A skilled nursing facility stay and
to therapy services covered under Part B below.)

The BBA also imposed numerous other cost savings measures affecting Medicare skilled
nursing facility services. On November 29, 1999, Congress enacted the Medicare, Medicaid, SCHIP
Balanced Budget Refinement Act of 1999 ("BBRA") which was designed to mitigate the effects of
the BBA. The BBRA allows skilled nursing facilities to choose to receive the full federal PPS rates
on or after December 15, 1999 (based upon the fiscal year-end of the skilled nursing facility) rather
than participating in the three-year transition period. Also, effective April 1, 2000, the BBRA
temporarily increased the PPS per diem rates by 20% for 15 patient acuity categories, including
medically complex patients with generally higher pharmacy costs, pending appropriate revisions to
the PPS. The increases will continue until HCFA implements a refined RUG system that better
accounts for medically-complex patients. The revised rates may be more or less than the temporary
20% increase under the BBRA. The BBRA also provides for a 4% increase in payments otherwise
determined under the BBA for all patient acuity categories for fiscal years 2001 and 2002 (in
addition to the 20% increase in the 15 high acuity categories). NetCare believes these changes
should improve the financial condition of skilled nursing facilities and provide incentives to increase
occupancy and Medicare admissions, particularly among the more acutely ill.

The Medicare, Medicaid and SCHIP Benefits Improvement and Protection Act of 2000
("BIPA"), signed into law December 21, 2000, includes provisions designed to further mitigate the
effects of reimbursement cuts contained in the BBA. Among other things, BIPA eliminates the
scheduled reduction in the skilled nursing facility market basket update in fiscal year 2001,
implemented in two phases. Specifically, the update rate for October 1, 2000 through March 31,
2001 is the market basket index ("MBI") increase minus 1 percentage point; the update for the
period April 1,2001 through September 30, 2001 is the MBI increase plus 1 percentage point.  This
increase will not be included when determining payment rates for the subsequent period. In fiscal
years 2002 and 2003, payment updates will equal the MBI increase minus 0.5 percentage point.
Temporary increases in the federal per diem rates under the BBRA will be in addition to these
payment increases. BIPA also increases payment for the nursing component of each RUG category
by 16.66% for services furnished after April 1, 2001 and before October 1, 2002. Moreover, BIPA
further refines the consolidated billing requirements. Specifically, effective January 1, 2001, the law
limits consolidated billing requirements to items and services furnished to skilled nursing facility
residents in a Medicare Part A covered stay and to therapy services covered under Part B. In other
words, for residents not covered under a Part A stay, skilled nursing facilities may choose to bill for
non-therapy Part B services and supplies, or they may elect to have suppliers continue to bill
Medicare directly for these services. BIPA also modifies the treatment of the rehabilitation patient
categories to ensure that Medicare payments for skilled nursing facility residents with "ultra high"
and "high" rehabilitation therapy needs are appropriate in relation to payments for residents needing
"medium" or "low"levels of therapy. Specifically, effective for services furnished on or after April
1, 2001 and before implementation of the refined RUG system (discussed above), the law increases
by 6.7% the federal per diem payments for 14 rehabilitation categories, effective April 1, 2001. The
20% additional payment under the BBRA for three rehabilitation categories is removed to make this
provision budget neutral. BIPA also permits the Secretary of HHS to establish a process for
geographic reclassification of skilled nursing facilities based upon the method used for inpatient
hospitals.

The BBA also mandates that suppliers obtain a surety bond as a condition of issuance or
renewal of a Medicare Part B supplier number. In January 1998, new rules were proposed to
establish additional supplier standards, including the requirement to obtain a surety bond. Under the
proposal, a supplier would be required to obtain a surety bond for each tax identification number
for which it has a Medicare supplier number.

In October 2000, HCFA issued final supplier standards, which expanded certain operational
requirements for suppliers. In the final rule, HCFA decided to delay the surety bond rule pending
"extensive changes" to this requirement. HCFA states that it will consider public comments received
on the surety bond, primarily relating to costs, along with its experience with surety bonds for home
health agencies and the General Accounting Office ("GAO") study of Medicare surety bonds, when
it issues a proposed rule on surety bonds in the future. Until HCFA issues a final rule on this
provision, there is no surety bond requirement for suppliers.

With respect to Medicaid, the BBA repealed the "Boren Amendment" federal payment
standard for Medicaid payments to Medicaid nursing facilities effective October 1, 1997, giving
states greater latitude in setting payment rates for such facilities. There can be no assurance that
budget constraints or other factors will not cause states to reduce Medicaid reimbursement to
nursing facilities or that payments to nursing facilities will be made on a timely basis. The law also
grants states greater flexibility to establish Medicaid managed care programs without the need to
obtain a federal waiver.  Although these waiver projects generally exempt institutional care,
including nursing facility and institutional pharmacy services, no assurances can be given that these
programs ultimately will not change the reimbursement system for long-term care, including
pharmacy services, from fee-for-service to managed care negotiated or capitate rates.  NetCare is
unable to predict what impact, if any, future Medicaid managed care systems might have on its
operations.

On January 12, 2001, the Secretary of HHS issued final regulations to implement changes
to the Medicaid "upper payment limit" requirements. The purpose of the rule is to stop states from
using certain accounting techniques to inappropriately obtain extra federal Medicaid matching funds
that are not necessarily spent on health care services for Medicaid beneficiaries. Although the rule
will be phased in over eight years to reduce the adverse impact on certain states, the rule eventually
could result in decreased federal funding to state Medicaid programs, which, in turn, could prompt
certain states to reduce Medicaid reimbursements to providers, such as NetCare's client nursing
facilities and NetCare.

Although it is unclear what the long-term impact of PPS will be, since implementation the
impact of PPS has been evidenced by an erosion of census for some facilities, lower acuity levels
of residents in some nursing homes, lower pricing and an unfavorable payor mix for NetCare.
While NetCare expects that the impact of PPS on the long-term care industry will continue to affect
NetCare and its clients, it appears that the unfavorable operating trends experienced to date have
begun to stabilize. NetCare anticipates that federal and state governments will continue to review
and assess alternate health care delivery systems, payment methodologies and operational
requirements for health care providers including protection of confidential patient information. It
is not possible to predict the effect of elements of potential legislation or regulation, or the
interpretation or administration of such legislation or regulation, including the adequacy and
timeliness of payment to or costs required to be incurred by client facilities, on NetCare's business.
Accordingly, there can be no assurance that any such future health care legislation or regulation will
not adversely affect NetCare's business.

BIPA also clarifies HCFA policy with regard to coverage of drugs and biologicals, and
addresses certain payment issues. Among other things, the Act specifies that payment for drugs
under Part B must be made on the basis of assignment. In other words, the provider must accept the
Medicare fee schedule amount as payment in full; beneficiaries are not liable for any out-of-pocket
costs other than standard deductible and coinsurance payments. BIPA also mandates a study by the
GAO on payment for drugs and biologicals under Medicare Part B, and requires the GAO to report
to Congress and the Secretary of HHS within nine months of enactment on specific
recommendations for revised payment methodologies.

BIPA also addresses HCFA's attempts to modify the calculation of average wholesale prices
("AWPs") of drugs, upon which Medicare and Medicaid reimbursement is based. The federal
government has been actively investigating whether pharmaceutical manufacturers have been
manipulating AWPs. In May 2000, HCFA proposed using new Department of Justice pricing data
for updating Medicare payment allowances for drugs and biologicals, although HCFA withdrew this
proposal in November 2000, citing the likelihood of Congressional action in this area. The Act
establishes a temporary moratorium on direct or indirect reductions (but not increases) in payment
rates in effect on January 1, 2001,until the Secretary reviews the GAO report.

It is uncertain at this time what additional health care reform initiatives, including a
Medicare prescription drug benefit, if any, will be implemented, or whether there will be other
changes in the administration of governmental healthcare programs or interpretations of
governmental policies or other changes affecting the health care system. There can be no assurance
that future healthcare or budget legislation or other changes will not have an adverse effect on
NetCare's business.

**Health Information Practices**

The Federal Health Insurance Portability and Accountability Act of 1996 ("HIPAA")
authorized the Secretary of the Federal Department of Health and Human Services to issue standards
for the privacy and security of medical records and other individually identifiable patient data.
HIPAA requirements apply to health plans, healthcare providers and healthcare clearinghouses that
transmit health information electronically. Regulations adopted to implement HIPAA also require
that business associates acting for on or behalf of these HIPAA-covered entities be contractually
obligated to meet HIPAA standards. Regulations setting standards for the format of electronic
transactions became effective in October 2000.

Although HIPAA was intended ultimately to reduce administrative expenses and burdens
faced within the healthcare industry, we believe the law will initially bring about significant and,
in some cases, costly changes. HHS has released two rules to date mandating the use of new
standards with respect to certain healthcare transactions and health information. The first rule
requires the use of uniform standards for common healthcare transactions, including healthcare
claims information, such as pharmacy claims, plan eligibility, referral certification and
authorization, claims status, plan enrollment and disenrollment, payment and remittance advice,
plan premium payments and coordination of benefits, and it establishes standards for the use of
electronic signatures. HHS finalized the new transaction standards on August 17, 2000, and
NetCare, as well as its nursing facility clients, will be required to comply with them by October 16,
2002.

Second, HHS developed new standards relating to the privacy of individually identifiable
health information. In general, these regulations restrict the use and disclosure of medical records
and other individually identifiable health information held or disclosed by health care providers and
other affected entities in any form, whether communicated electronically, on paper, or orally,
subject only to limited exceptions. In addition, the regulations provide patients with significant new
rights to understand and control how their health information is used. These regulations do not
preempt more stringent state laws and regulations that may apply to us. The privacy standards were
issued on December 28, 2000, with an effective date of April 14, 2001, and a compliance date of
April 14, 2003. In addition, HHS amended the final rule to allow additional public comment on the
rule prior to the April 14, 2001 effective date. Congress and the Bush Administration are taking a
careful look at the regulations, but NetCare does not know whether it will change the privacy
standards or its compliance date.

Rules governing the security of health information have been proposed but have not yet been
issued in final form. Once issued in final form, affected parties will have approximately two years
to be fully compliant. Sanctions for failing to comply with HIPAA include criminal penalties and
civil sanctions.

NetCare is evaluating the effect of HIPAA. At this time, NetCare anticipates that it will be
able to fully comply with those HIPAA requirements that have been adopted.  However, NetCare
cannot at this time estimate the cost of such compliance, nor can NetCare estimate the cost of
compliance with standards that have not yet been finalized by HHS or which may be revised. The
new and proposed health information standards are likely to have a significant effect on the manner
in which NetCare handles health data and communicate with payors. NetCare cannot assure you that
any inability to comply with existing or future standards, or the cost of its compliance with such
standards, will not have a material adverse effect on its business, financial condition or results of
operations.

The OIG has issued guidance to various sectors of the healthcare industry to help providers
design effective voluntary compliance programs to prevent fraud, waste and abuse in healthcare
programs, including Medicare and Medicaid.

**Environmental Matters**

In operating its facilities, historically NetCare has not encountered any major difficulties in
effecting compliance with applicable pollution control laws. No material capital expenditures for
environmental control facilities are expected.  While NetCare cannot predict the effect which any
future legislation, regulations, or interpretations may have upon its operations, NetCare does not
anticipate any changes that would have a material adverse impact on its operations.

**Sales and Marketing**

NetCare believes that the sales and marketing skills of its employees have been instrumental
in its growth to date and will be critical to its future success.  NetCare emphasizes to its employees
the importance of patient base growth and retention by providing quality service to health care
facilities and their patients.  The sales representatives employed by NetCare include registered
pharmacists who market all of its services and products and are responsible for maintaining and
expanding its relationships with institutional health care facilities.  NetCare's personnel are
instructed on methods of serving the institutional health care facilities by counseling them on new
procedures and medical technologies.   NetCare emphasizes the cross-marketing of all its products
to health care facilities with which its salespeople have already developed professional relationships.

**Employees**

As of September 30, 2001, NetCare employed 20 persons on a full-time basis including one
executive officer, one administrative personnel and 18 service providers.  None of NetCare's
employees is a member of a labor union. NetCare considers its relationship with its employees to
be good.

**Item 2.	Description of Properties**

NetCare leases a 9,400 square foot facility in Middletown, Connecticut at a monthly rental
of $8,000 per month. The lease expires in December 2009.

Digital Commerce International, Inc. terminated their lease in August, 2001.

**Item 3.	Legal Proceedings**.

There are no material legal proceedings pending or, to NetCare's best knowledge, threatened
against NetCare.

**Item 4.	Submission of Matters to a Vote of Security Holders**

There were no matters submitted to a vote of security holders during the fourth quarter of
the fiscal year ended October 31, 2001.





**Item 5.	Market for Common Equity and Related Stockholder Matters.**

(a) 	Market Information.

The common stock is traded on the NASD Over-The-Counter Bulletin Board under the
symbol "THBK."  The following table sets forth the range of high and low last sales price for the
Company's common stock for each of the periods  indicated as reported by the NASD Over-The-Counter Bulletin Board.  The quotations reflect inter-dealer prices, without retail markup,
markdown or commission and may not  necessarily represent actual transactions.Quarter Ended                                                    
High                        
Low

January 31, 2000                                            
$10.25                    
$10.125

April 30, 2000                                                
$13.00                     
$10.00

July 31, 2000                                                  
$10.00                       
$4.50

October 31, 2000                                           
$4.50                         
$0.76

January 31, 2001                                            
$0.78                         
$0.188

April 30, 2001                                                
$0.469                        
$0.04

July 31, 2001                                                  
$0.08                          
$0.03

October 31, 2001                                           
$0.075                        
$0.02

(b) 	Security Holders


	The  approximate  number of record  holders of shares of the our common stock as of
October 31, 2001 was 1,500.

(c) 	Dividends

We have not paid  dividends  within  the last  three  years  and do not anticipate or
contemplate  paying cash dividends in the foreseeable  future.  We presently  intend to utilize all
available  funds for the development and growth of its business and operations.

(d) 	Recent Sales of Unregistered Securities

In the second quarter of the fiscal year ended October 31, 2001, we issued:

(i) 4,200,000 shares of common stock to four consultants for consulting services in a
transaction exempt from the registration requirements pursuant to Section 4(2) of the
Securities Act of 1933, as amended, and

(ii) options to purchase 1,550,000 shares of common stock at an exercise price of $.01
per share to four consultants for consulting services in a transaction exempt from the
registration requirements pursuant to Section 4(2) of the Securities Act of 1933, as
amended.

In May 2001 we issued 6,418,066 shares of common stock to our two officers and directors
in exchange for cancellation of indebtedness in the aggregate amount of $192,542 in a transaction
exempt from the registration requirements pursuant to Section 4(2) of the Securities Act of 1933,
as amended.

In July 2001 we issued 8,750,000 shares of common stock to an accredited investor in a
transaction exempt from the registration requirements of the Securities Act of 1934, as amended,
pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Regulation D promulgated
thereunder and we agreed to issue an additional 9,250,000 shares in December 2001 to the same
investor for an aggregate purchase price of $203,000.

In September 2001 we sold convertible promissory notes in the aggregate amount of
$175,000 to two accredited investors in a transaction exempt from the registration requirements of
the Securities Act of 1933, as amended, pursuant to Section 4(2) of the Securities Act 1933, as
amended and Regulation D promulgated thereunder, which are convertible at a conversion price of
$.02 per share.

Pursuant to an agreement dated as of January 2001, we agreed to issue shares of common
stock to iShopper Internet Services, Inc. in exchange for certain assets in a transaction exempt from
the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2)
thereunder.

**Item 6.**	**Management's Discussion and Analysis of Financial Condition and Results of**

**Operation or Plan of Operation.**

Special Note Regarding Forward-Looking Statements.  Certain statements in this report and
elsewhere  (such as in our other filings with the Securities and Exchange Commission, press
releases, presentations by our management and oral statements) may constitute  "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such
as "expects,"  "anticipates," "intends," "plans," "believes," "seeks," "estimates," and  "should," and
variations of these words and similar expressions, are intended to identify these forward-looking
statements.  Out actual results   could   differ    materially   from   those   anticipated   in   these
forward-looking statements.  We do not undertake any obligation to publicly release the result of
any revisions to these forward-looking statements, which may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of unanticipated events.

**Results of Operations**

We earned  operating  revenues of  $15,010  for the year ended  October 31, 2001 as
compared with $140,145 for the year ended October 31, 2000.  These revenues consisted primarily
of commission revenues from our role as a sales agent for an organization engaged in credit card
transaction processing.  The decrease in sales was primarily the result of the non-renewal of our
contract with the supplier of an international payment processing services.  We halted operations
at the end of the third quarter of 2001 due to the substantial decrease in operating revenues,
continuing losses from operations and the restructuring in connection with the anticipated merger
with NetCare Health Services, Inc.

**General and Administrative Expenses**

General and administrative expenses for the year ended October 31, 2001 totaled $1,800,753
as compared with $2,421,314 for the year ended October 31, 2000.  General and administrative
expenses for the year were comprised primarily of compensation for personnel, fees for outside
professionals, telecommunications, occupancy, other overhead costs, including travel and
entertainment expenses and losses on sale of marketable securities. General and administrative
expenses also include expenses for salaries and other expenses for our executive officers and
another employee who were paid with stock subscriptions at October 31, 2001.  This non-cash
expense totaled approximately $700,000 in fiscal year 2001 and approximately $300,000 in fiscal
year 2000.  Additionally, fiscal year 2001 expense includes $246,667 which was a prepayment as
of October 31, 2000 and $336,000 for services rendered in 2001; both of these expenses were paid
for with common stock or subscriptions for common stock. General and administrative expenses
in fiscal year 2001 decreased principally due to a reduction in personnel costs, consulting services
and related expenses.

**Liquidity and Capital Resources**

We financed our operations  primarily through private placements of our common  stock and
convertible  loan  advances  which  provided  net proceeds of approximately $378,000.  At October
31, 2001, we had no cash or cash equivalents.

We have no material commitments at October 31, 2001.

Net cash used by operating activities during the year ended October 31, 2001 was $375,567.
The principal use of cash was to fund net losses from operations.

Net cash used by investing activities during the year ended October 31, 2001 was $242,252,
$3,877 was paid for acquisition of capital assets, $250,000 was paid for non-refundable advances
to NetCare Health Services, Inc. and $11,625 was provided from the sale of marketable securities.

Net cash provided by financing activities was $544,866 derived from private sales of
restricted stock and common stock subscriptions and convertible notes.

In July through August 2001, we issued 8,750,000 shares of common stock to an investor
in a private placement for a purchase price of $175,000.

We issued a total of 19,368,066 shares of common stock during 2001 primarily to raise cash
for the NetCare transaction, settle outstanding debt and as compensation for services.  In addition,
we issued stock subscriptions for 75,026,666 shares of our common stock to be issued upon the
increase of the number of shares of authorized common stock. These shares were utilized to settle
outstanding debt, raise funding for the NetCare transaction and as compensation for services.  In
connection with the sale and delivery of the shares of the common stock in a private placement,
Michael Kang and John W. Combs, our officers, loaned us an aggregate of 2,700,896 shares of
common stock which shall be issuable upon the increase of the number of authorized shares of
common stock of the Company.

In May 2001, Michael Kang, our chairman and chief executive officer, and John W. Combs,
our executive vice president and director, cancelled indebtedness of $84,000 and $108,000,
respectively, in exchange for 2,802,833 and 3,615,233 shares of Common Stock, respectively.

We also issued options to purchase an aggregate of 1,550,000 shares of common stock for
a purchase price of $0.01 per share pursuant to consulting agreements commencing in February
2001, which were not part of our existing stock option plan at October 31, 2001.

Our independent auditors' report on our consolidated financial statements stated as of
October 31, 2001 that due to recurring operating losses and lack of working capital, there is
substantial doubt about our ability to continue as a going concern. We presently cannot satisfy our
cash requirements which are principally the settlement of outstanding account payable.

In light of our financial condition we consummated the transaction with NetCare Health
Services, Inc. in January 2002.

**Item 7.	Financial Statements.**

See Item 13 of this form 10-KSB "Exhibits and Reports on Form 8-K."

**Item 8.	Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure.**

Crouch Bierwolf & Associates served as the independent accountants in connection with the
audit of our financial statements for the year ended October 31, 2000.  In May 2001, we mutually
agreed with Crouch Bierwolf & Associates to terminate our relationship and we engaged Marks
Paneth & Shron LLP to serve as our auditors.  The report of the independent certified public
accountant for the year ended October 31, 2000 did not express an adverse opinion or disclaimer
of opinion, but expressed substantial doubt about our ability to continue as a going concern.  The
change to Marks Paneth & Shron LLP was ratified by our board of directors.  We believe, and have
been advised by Crouch Bierwolf & Associates that they concur in such belief, that in connection
with the audits of our financial statements for the fiscal year ended October 31, 2000 and subsequent
thereto, and we did not have any disagreement with such firm as of the date of their termination on
any matters of accounting principles or practices, financial statement disclosure or auditing scope
or procedure, which disagreement, if not resolved to the satisfaction of Crouch Bierwolf &
Associates would have caused such firm to make reference to the matter in their report.



**Item 9.	Directors, Executive Officers, Promoters and Control Persons**

The following table sets forth certain information concerning our directors and executive
officers.

Name				Age				Positions Held

Michael Kang		42				Chairman, Chief Executive Officer,
President and Director

John W. Combs		55				Executive Vice President, Secretary
and Director

*Michael Y.H. Kang* has been our Chairman and Chief Executive Officer and a director
and is a co-founder of Digital Commerce Inc.  From June 1997 through May 1999, Mr. Kang was
a principal of Capital West Financial Group, a private investment and capital management firm in
Vancouver, Canada.  From February 1995 through May 1997, Mr. Kang was the director of
marketing of Brockton Realty, Inc., a real estate development firm in Vancouver, Canada.

*John W. Combs* has been our Executive Vice President, Secretary and a director since
June 1999 and is a co-founder of Digital Commerce Inc.  In collaboration with Mr. Kang, Mr.
Combs co-founded several private investment and capital management firms and is a shareholder
in Combs Group, a family commercial real estate corporation in Toronto.  From June 1997 through
May 1999, Mr. Combs was a principal of Capital West Financial Group, a private investment and
capital management firm in Vancouver, Canada.  From November 1987 through June 1997, Mr.
Combs was a principal of Brockton Realty Inc., a real estate development firm in Vancouver,
Canada.  He is also the owner of Combs Realty Inc., a Vancouver based real estate and development
company.

**Compliance with Section 16(a) of the Exchange Act**

Based solely upon a review of (i) Forms 3 and 4 and amendments thereto furnished
to the Company pursuant to Rule 16a-3(e), promulgated under the Securities Exchange Act of 1934
(the "Exchange Act"), during our fiscal year ended October 31, 2001, and (ii) Forms 5 and
amendments thereto and/or written representations furnished to us by any director, officer or ten
percent security holder of the Company (collectively "Reporting Persons") stating that he or she was
not required to file a Form 5 during the Company's fiscal year ended October 31, 2001, it has been
determined that no Reporting Person is delinquent with respect to his or her reporting obligations
set forth in Section 16(a) of the Exchange Act, except with respect to Form 4s for Mr. Kang and Mr.
Combs for transactions in May 2001 and a Form 3 with respect to a transaction with Mathers
Associates.

**Item 10.	Executive Compensation.**

**Summary Compensation Table**

The following table summarizes the total compensation of the Chief Executive Officer and
our other most highly compensated executive officer (collectively, the "Named Executive Officers")
earning in excess of $100,000 for the years ended October 31, 2000 and 2001.

Name and Principal	                   	 		Other Annual  	Securities

Underlying Position                
Year             Salary			Compensation  	Options/SARS

Michael Y H Kang                
2000                
$246,667(1)(2)			-      		200,000

CEO                                     
2001                
$300,000(1)(2)

John W. Combs                    
2000                
$246,667(1)(2)			-      		200,000

Executive VP                        
2001                
$300,000(1)(2)

(1) 	The additional compensation received reflects an automobile allowance.

(2) 	As of October 31, 2001, Mr. Kang and Mr. Combs converted unpaid salary and
expenses of $473,000 and $472,000, respectively, into 15,667,667 shares of common
stock and 15,733,333 shares of common stock, respectively.  In May 2001, Mr. Kang
and Mr. Combs cancelled indebtedness of $84,000 and $108,000, respectively, in
exchange for 2,802,833 and 3,615,223 shares of Common Stock, respectively.

*Stock Option Grants*

There were no stock options awarded to each of our Named Executive Officers during the
fiscal year ended October 31, 2001.

*Fiscal Year-End Option Value*

The following table provides information regarding the number and value of options to
acquire shares of common stock held by the Named Executive Officers on October 31, 2001.

*Number of Securities*

Value of Unexercised

In-the-Money						Underlying Unexercised

Options at                    					Options at

Fiscal Year-End (#)                				Fiscal Year-End



---

Name         Exercisable 	Unexercisable  	Exercisable   		Unexercisable

Michael Kang         0     		775,000      		-    			-

John W. Combs      0     		775,000      		-    			-

For purposes of determining the values of the options held by the Named Executive Officers,
we assumed that the shares of common stock underlying the option granted had a value of $.05 per
share on October 31, 2001, which is the estimated fair market value the Board of Directors
attributed to the shares of Common Stock on October 31, 2001. The option value is based on the
difference between the fair market value of such shares on October 31, 2001, and the option
exercise price per share, multiplied by the number of shares subject to the options.

**Item 11.	Security Ownership of Certain Beneficial Owners and Management.**

The following table sets forth certain information as to the common stock ownership of each
of our directors, executive officers, all executive officers and directors as a group, and all persons
known by us to be the beneficial owners of more than five percent of our common stock. Unless
otherwise noted, all persons named in the table have sole voting and dispositive power with respect
to all shares of common stock beneficially owned by them.

The table below sets forth information, as of January 30, 2002, with beneficial ownership
of our common stock by each person known by us to be the beneficial owner of more than 5% of
our outstanding common stock, by each of our directors, by each Named Executive Officer, and by
all of our officers and directors as a group, excluding the shares of common stock issuable in
connection with NetCare Health Services, Inc. and other shares issuable upon an increase in the
number of authorized shares.  Unless otherwise noted, each shareholder has sole investment and
voting power over the shares owned.

Amount and Nature of

Name of Beneficial Owner		Beneficial Owner				Percent of Class

John W. Combs (1)          		4,109,785						13.7%

300 - 1199 West Hastings Street

Vancouver, British Columbia

V6E 3T5   Canada

Michael Y.H. Kang (2)        		3,297,385						11.0%

300 - 1199 West Hastings Street

Vancouver, British Columbia

V6E 3T5   Canada

Mathers Associates			8,750,000						29.2%

230 Mathers Road

Ambler, PA 19002

All officers and directors as a

group (2 persons)			7,407,170						24.7%

(1)  	Includes 1,845,000 shares held by West Point Asset Management Ltd for the benefit
of Mr. Combs and his family, but does not include 775,000 shares of common stock
issuable upon the exercise of options or 1,350,448 shares of common stock which
were loaned to us.

(2)  	Includes 1,845,000 shares held by Raging Bull Asset Management Ltd for the benefit
of Mr. Kang and his family, but does not include 775,000 shares of common stock
issuable upon the exercise of options or 1,350,448 shares of common stock which
were loaned to us.

**Item 12.	 Certain Relationships and Related Transactions.**

Digital Commerce Bank Inc. is the holder of our bank charter. John W. Combs, as nominee
of our bank, applied for the bank charter and contributed the charter to our bank once the
application  was approved.

As of October 31, 2000, Michael Kang, the Company's Chairman and Chief Executive
Officer and John W. Combs, the Company's Executive Vice President and director were each owed
$74,000 for amounts which were advances to the Company.  In May 2001, Mr. Kang and Mr. Combs
cancelled indebtedness of $84,000 and $108,000, respectively, in exchange for 2,802,833 and
3,615,233 shares of Common Stock, respectively.

As of October 31, 2001, Mr. Kang and Mr. Combs converted accrued salary and expenses
in the amount of $473,000 and $472,000, respectively, into 15,766,667 shares and 15,733,333 shares
of common stock, respectively

In July 2001, Mr. Kang and Mr. Combs loaned an aggregate of 2,700,896 shares of common
stock in connection with a private placement.  The shares of common stock are to be reissued upon
the increase in the number of authorized shares of common stock.

**Item 13.	Exhibits, Financial Statement Schedules, and Reports on Form 8-K**.

**(a)**	**Index to Financial Statements**

<table>

|                                                      |  |  |  |  |  |  |     
|----------------------------------------------------- |  |  |  |  |  |  | ----
|                                                      |  |  |  |  |  |  |     
|Digital Commerce International, Inc. and Subsidiaries |  | 
|                                                      |  |  |  |  |  |  |     
|                                                      |  |  |  |  |  |  |     
|                                                      |  |  |  |  |  |  |     
|INDEX TO AUDITED FINANCIAL STATEMENTS                 |  |  | 
|                                                      |  |  |  |  |  |  | Page
|                                                      |  |  |  |  |  |  |     
|                                                      |  |  |  |  |  |  |     
|Balance Sheet                                         |  |  |  |  |  | 
|As of October 31, 2001                                |  |  |  |  | 
|                                                      |  |  |  |  |  |  |     
|Statement of Operations                               |  |  |  |  | 
|For the Years Ended October 31, 2001 and 2000         |  | 
|                                                      |  |  |  |  |  |  |     
|Statement of Stockholders' Equity                     |  |  |  | 
|For the Year Ended October 31, 2001                   |  |  | 
|                                                      |  |  |  |  |  |  |     
|                                                      |  |  |  |  |  |  |     
|Statement of Cash Flows                               |  |  |  |  | 
|For the Years Ended October 31, 2001 and 2000         |  | 
|                                                      |  |  |  |  |  |  |     
|Notes to Audited Financial Statements                 |  |  |  | 

</table>

**REPORT OF MARKS PANETH & SHRON LLP**

**INDEPENDENT AUDITORS**

The Board of Directors

Digital Commerce International Inc.

We have audited the accompanying consolidated balance sheet of Digital Commerce International
Inc. and subsidiaries as of October 31, 2001, and the related consolidated statements of operations,
stockholders' equity, and cash flows for the year ending October 31, 2001.  These 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 audit.

We conducted our audit 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 consolidated financial statements are free of material misstatements.
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material
respects, the consolidated financial position of Digital Commerce International Inc. and subsidiaries
as of October 31, 2001 and the consolidated results of its operations and its cash flows for the year
ending October 31, 2001 in conformity with accounting principles generally accepted in the United
States of America.

The accompanying financial statements have been prepared assuming that the Company will
continue as a going concern.  As discussed in Note 9 to the financial statements, the Company has
negative working capital and has had recurring operating losses and is dependant upon financing
to continue operations.  Management's plans in regard to these matters are also described in Notes
9 and 10.  The financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

New York, NY

February 14, 2002

****REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Directors and Stockholders of

Digital Commerce International, Inc. and Subsidiaries

We have audited the accompanying  consolidated balance sheet of Digital Commerce International,
Inc. (a Delaware Corporation) and Subsidiaries as of October 31, 2000, and the related consolidated
statements of operations, stockholders' equity and cash flows for the year then ended.  These
consolidated financial statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on the consolidated financial statements based on our audit.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material
respects, the consolidated financial position of Digital Commerce International, Inc. and
Subsidiaries as of October 31, 2000, and the consolidated results of their operations and their
consolidated cash flows for the year then ended, in conformity with generally  accepted  accounting
principles.

The accompanying financial statements have been prepared assuming that the Company will
continue as a going concern.  As discussed in Note I, the Company's recurring operating losses and
lack of working capital raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to those matters are also described in Note I.  The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.

Crouch, Bierwolf & Associates

Salt Lake City, Utah

March 20, 2001

<table>

| | Digital Commerce International, Inc. and Subsidiaries                     |  |                | 
| | ------------------------------------------------------------------------- |  | -------------- | 
| | Consolidated Balance Sheet                                                |  |                | 
| | October 31, 2001                                                          |  |                | 
| | ASSETS                                                                    |  |                | 
| |                                                                           |  |                | 
| | Security Deposits                                                         |  | $      115,000 | 
| | Deferred Merger Costs                                                     |  | 250,000        | 
| |                                                                           |  |                | 
| |                                                                           |  | $      365,000 | 
| |                                                                           |  |                | 
| | LIABILITIES AND STOCKHOLDERS' EQUITY                                      |  |                | 
| |                                                                           |  |                | 
| | Accounts Payable                                                          |  | $      187,257 | 
| |                                                                           |  |                | 
| | Total liabilities                                                         |  | 187,257        | 
| |                                                                           |  |                | 
| | Preferred stock, $0.001 par value; 500,000 shares authorized,             |  |               
| | no shares issued and outstanding                                          |  |                | 
| | Capital stock, $0.001 par value; 30,000,000 share authorized,             |  |               
| | 29,980,086 issued and outstanding                                         |  | 29,982         | 
| | Additional paid in capital                                                |  | 2,837,352      | 
| | Accumulated deficit                                                       |  | (4,618,730)    | 
| | Other comprehensive income (loss)                                         |  | (8,378)        | 
| | Subscribed shares to be issued; 75,026,666 shares                         |  | 1,883,500      | 
| | Shares issuable to stockholders; 2,700,896 shares                         |  | 54,017         | 
| |                                                                           |  |                | 
| | ****Total stockholders' equity                                            |  | 177,743        | 
| |                                                                           |  |                | 
| |                                                                           |  | $      365,000 | 
| |                                                                           |  |                | 
| | The accompanying notes are an integral part of these financial statements | 

</table>

****<table>****

| | Digital Commerce International, Inc. and Subsidiaries                     |  |                    
| | ------------------------------------------------------------------------- |  | -------------------
| | Consolidated Statements of Operations                                     |  |                    
| | For the years ended October 31, 2001 and 2000                             |  |                    
| |                                                                           |  |                    
| |                                                                           |  |                    
| |                                                                           |  | 2001               
| |                                                                           |  |                    
| | Revenues                                                                  |  | $         15,010   
| |                                                                           |  |                    
| | General and Administrative Expenses                                       |  | 1,800,753          
| |                                                                           |  |                    
| | Loss before income taxes                                                  |  | (1,785,743)        
| |                                                                           |  |                    
| | Income taxes                                                              |  | -                  
| |                                                                           |  |                    
| | Net Loss                                                                  |  | $   (1,785,743)    
| |                                                                           |  |                    
| |                                                                           |  |                    
| | Loss per common share                                                     |  |                    
| | Basic                                                                     |  | $            (0.09)
| | Diluted                                                                   |  | $            (0.09)
| |                                                                           |  |                    
| | Weighted-average common and dilutive                                      |  |                    
| | common equivalent shares outstanding                                      |  |                    
| | Basic                                                                     |  | 19,341,627         
| | Diluted                                                                   |  | 19,341,627         
| |                                                                           |  |                    
| | Comprehensive Income:                                                     |  |                    
| | Net loss                                                                  |  | $   (1,785,743)    
| | Foreign currency exchange                                                 |  | -                  
| | Net change in unrealized gain/(loss)                                      |  |                    
| | on available for sale securities and                                      |  |                    
| | reclassification adjustment                                               |  | (60,000)           
| | Comprehensive Income                                                      |  | $   (1,845,743)    
| |                                                                           |  |                    
| | The accompanying notes are an integral part of these financial statements

</table>****

<table>

|Digital Commerce International, Inc. and
Subsidiaries                     |              |  |             |         |              |               |                     |             |               |                   |                 
|------------------------------------------------------------------------- | ------------ |  | ----------- | ------- | ------------ | ------------- | ------------------- | ----------- | ------------- | ----------------- | ----------------
|Consolidated Statement of Stockholders' Equity                            |              |  |             |         |              |               |                     |             |               |                   |                 
|From October 31, 2000 toOctober 31, 2001                                  |              |  |             |         |              |               |                     |             |               |                   |                 
|                                                                          |              |  |             |         |              |               |                     |             |               |                   |                 
|                                                                          |              |  |             |         | Additional   |               | Other               |             |               | Shares            | Subscribed      
|                                                                          | Common Stock |  |             | Paid in |              | Comprehensive |                     | Accumulated | Issuable to   | Shares to        
|                                                                          | Shares       |  | Amount      |         | Capital      |               | Income/(Loss)       |             | Deficit       | Stockholders      | Be Issued       
|                                                                          |              |  |             |         |              |               |                     |             |               |                   |                 
|Balance 10/31/00                                                          | 13,312,916   |  | $    13,313 |         | $
2,204,496  |               | $          51,622   |             | $ (2,832,987) | $               - | $              -
|                                                                          |              |  |             |         |              |               |                     |             |               |                   |                 
|Issuance of common stock for debt                                         | 6,418,066    |  | 6,420       |         | 186,122      |               | -                   |             | -             | -                 | -               
|Issuance of common stock for services                                     | 4,200,000    |  | 4,200       |         | 331,800      |               | -                   |             | -             | -                 | -               
|Issuance of common stock for cash                                         | 8,750,000    |  | 8,750       |         | 166,250      |               | -                   |             | -             | -                 | -               
|Shareholders' loan of issuable stock                                      | (2,700,896)  |  | (2,701)     |         | (51,316)     |               | -                   |             | -             | 54,017            | -               
|Common stock subscriptions for debt                                       | -            |  | -           |         | -            |               | -                   |             | -             | -                 | 677,800         
|Common stock subscriptions for officers' salaries                         | -            |  | -           |         | -            |               | -                   |             | -             | -                 | 1,002,700       
|Common stock subscriptions for cash                                       | -            |  | -           |         | -            |               | -                   |             | -             | -                 | 203,000         
|                                                                          |              |  |             |         |              |               |                     |             |               |                   |                 
|Other comprehensive income/(loss):                                        |              |  |             |         |              |               |                     |             |               |                   |                 
|Reclassification adjustment on available for                              |              |  |             |         |              |               |                     |             |               |                   |                 
|sale securities                                                           | -            |  | -           |         | -            |               | (60,000)            |             | -             | -                 | -               
|                                                                          |              |  |             |         |              |               |                     |             |               |                   |                 
|Net Loss                                                                  | -            |  | -           |         | -            |               | -                   |             | (1,785,743)   | -                 | -               
|                                                                          |              |  |             |         |              |               |                     |             |               |                   |                 
|Balance 10/31/01                                                          | 29,980,086   |  | $    29,982 |         | $  2,837,352 |               | $           (8,378) |             | $ (4,618,730) | $        54,017   | $ 1,883,500     
|                                                                          |              |  |             |         |              |               |                     |             |               |                   |                 
|The accompanying notes are an integral part of these financial
statements |              |  |             |         |              |               |                     |             |               |                  

</table>****

<table>

|Digital Commerce International, Inc. an Subsidiaries                      |               |                    |               |                  
|------------------------------------------------------------------------- | ------------- | ------------------ | ------------- | -----------------
|Consolidated Statements of Cash Flows                                     |               |                    |               |                  
|For the years ended October 31, 2001 and 2000                             |               |                    |               |                  
|                                                                          |               | 2001               |               | 2000             
|Cash flows from operating activities:                                     |               |                    |               |                  
|Net (loss)                                                                |               | $ (1,785,743)      |               | $ (2,281,169)    
|Adjustments to reconcile net income (loss) to net                         |               |                    |               |                  
|cash provided by/(used in) operating activities:                          |               |                    |               |                  
|Depreciation                                                              |               | 17,291             |               | 21,219           
|Loss (Gain) from sale and disposal of fixed assets                        |               | 38,267             |               | (680)            
|Loss on sale and exchange of securities                                   |               | 117,125            |               | -                
|Cancellation of debt in exchange for marketable securities                | 61,500        |                    |              
|Issuance of stock for services                                            |               | 336,000            |               | 239,438          
|Issuance of stock subscriptions for officers' salaries                    |               | 777,700            |               | -                
|Foreign currency translation                                              |               | -                  |               | (8,378)          
|Changes in operating assets and liabilities:                              |               |                    |               |                  
|Decrease in accounts receivable                                           |               | 66,474             |               | 205,570          
|Decrease in deposits                                                      |               | -                  |               | 88,731           
|Decrease/(Increase) in prepaids                                           |               | 127,774            |               | (124,131)        
|(Decrease)/Increase in accrued liabilties related party                   | (4,718)       |                    | 406,593      
|(Decrease)/Increase in accounts payable and accrued expenses              | (127,237)     |                    | 59,016       
|Net cash provided by/(used in) operating activities                       | (375,567)     |                    | (1,393,791)  
|                                                                          |               |                    |               |                  
|Cash flows from investing activities:                                     |               |                    |               |                  
|Purchase of property and equipment                                        |               | (3,877)            |               | (41,996)         
|Deferred Merger Costs for Netcare                                         |               | (250,000)          |               | -                
|Sale/(Purchase) of marketable securities                                  |               | 11,625             |               | (190,000)        
|Net cash used in investing activities                                     |               | (242,252)          |               | (231,996)        
|                                                                          |               |                    |               |                  
|Cash flows from financing activities:                                     |               |                    |               |                  
|Proceeds from issuance of common stock                                    |               | 175,000            |               | 751,000          
|Proceeds from notes payable                                               |               | 166,866            |               | 516,937          
|Proceeds from subscribed shares to be issued                              |               | 203,000            |               | -                
|Net cash (used in)/provided by financing activities                       | 544,866       |                    | 1,267,937    
|                                                                          |               |                    |               |                  
|Net decrease in cash                                                      |               | (72,953)           |               | (357,850)        
|Cash balance - Beginning of period                                        |               | 72,953             |               | 430,803          
|Cash balance - End of period                                              |               | $               -  |               | $       72,953   
|                                                                          |               |                    |               |                  
|                                                                          |               |                    |               |                  
|Supplemental Disclosure of Cash Flow Information:                         |               |                    |               |                  
|Interest paid                                                             |               | $                7 |               | $               -
|Income taxes paid                                                         |               | $               -  |               | $               -
|                                                                          |               |                    |               |                  
|Schedule of non-cash investing & financing transactions:                  |               |                    |              
|Consulting services received in exchange for common stock                 | $     336,000 |                    | $     239,438
|Cancellation of debt in exchange for common stock                         |               | 192,542            |               | -                
|Cancellation of debt in exchange for common stock subscriptions           | 677,800       |                    | -            
|Consulting services in exchange for common stock subscriptions            | 1,002,700     |                    | -            
|Shareholders' loan of issuable stock                                      |               | 54,017             |               | -                
|Total non-cash investing and financing transactions                       |               | $  2,263,059       |               | $     239,438    
|                                                                          |               |                    |               |                  
|The accompanying notes are an integral part of these financial statements |              

</table>****

Digital Commerce International, Inc. and Subsidiaries**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**
                         October 31, 2001

**NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
A summary of the significant accounting policies consistently applied
in the preparation of the accompanying financial statements follow.

1. Organization and business activity
On June 15, 1999, Digital Commerce International, Inc. (the"Company") acquired Digital Commerce
Inc. ("DCI"), a Nevis corporation formed in November 1998. This acquisition was accounted for as
a recapitalization of DCI (Note 2). DCI was formed to act as an independent sales organization and
credit card processing organization for financial institutions. The Company is headquartered in
Vancouver, Canada.  One subsidiary, Digital Commerce Bank, Inc., holds a class I banking license
in St. Vincent and the Grenadines.
2. Principles of consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned
subsidiaries, Digital Commerce Inc., Digital Commerce Bank, Inc., Digital Commerce Canada Ltd.
and MBS Acquisition Corp. On January 6, 2000, MBS Acquisition Corp.  changed its name to Digital
Commerce Merchant Services, Inc. (d.b.a.  "Thatbank.com").  All significant intercompany accounts
and transactions have been eliminated in consolidation.
3. Use of estimates
The preparation of financial statements in conformity with accounting principles generally accepted
in the United States of America requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and expenditures during
the reporting period. Actual results could differ from those estimates.
4. Cash and cash equivalents
The Company considers all highly liquid debt instruments with original
maturity dates of three months or less when purchased, to be cash equivalents.
5. Revenue recognition
The Company recognizes transaction processing revenues and merchant
set-up fees as the related services are performed.

6. Depreciation and amortization
Property and equipment was recorded at cost.  Repairs and maintenance are charged to operations,
and renewals and additions are capitalized.
All property and equipment has been sold or otherwise disposed of at October 31, 2001.

****Depreciation was based on the estimated useful life of the asset on a
straight line basis over 2 to 5 years.
Digital Commerce International, Inc. and Subsidiaries**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**
                                October 31, 2001

**NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)**

Depreciation and Amortization expense for 2001 and 2000 was $17,291 and
$21,219, respectively.

7. Income taxes

The Company utilizes the liability method of accounting for income taxes.  Under the liability method,
deferred tax assets and liabilities are determined based on differences between financial reporting
and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that
will be in effect, when the differences are expected to reverse.  An allowance against deferred tax
assets has been recorded, as it is more likely than not that such tax benefits will not be realized.
8. Advertising costs
Advertising and marketing costs are expensed as incurred.

9. Net earnings (loss) per share
Basic earnings (loss) per common share (BEPS) is based on the weighted average number of common
shares outstanding during each period. Diluted earnings (loss) per common share are based on shares
outstanding (computed as under BEPS) and dilutive potential common shares.  Potential common
shares included in the dilutive earnings (loss) per share calculation include stock options awarded.

**NOTE 2 - RECAPITALIZATION**
In June 1999 the Company changed its name from Systems Assurance Corporation to Digital Commerce
International Inc. On June 15, 1999 the Company acquired Digital Commerce Inc. (DCI), a Nevis Corporation
based in Vancouver, Canada. The combination of Digital Commerce International, Inc. and Digital Commerce
Inc. was recorded as a reverse acquisition of Digital Commerce International Inc. As such, the historical
financial statements of Digital Commerce, Inc., the accounting acquirer, are presented.

**NOTE 3 ­ Plan of Merger**

In July 2001 , the Company entered into an agreement to acquire all of the capital stock of NetCare Health
Services, Inc. In January 2002, NetCare Health Services, Inc.
merged into Digital HealthCare Services, Inc., the Company's wholly-owned subsidiary and the shares of
capital stock of NetCare Health Services, Inc. shall be converted into the number of shares of the Company's
common stock such that the stockholders of NetCare Health Services, Inc shall hold 70% of the Company's
stock after the merger.

However, in the event that the Company consummates an additional financing of up to $2,000,000, then the
prior stockholders of NetCare Health Services, Inc. shall surrender to the Company for cancellation the
number of shares of Common Stock issuable in connection such financing, but not in excess of 19% of the
number of shares of Common Stock outstanding if the Company's prior management assists the Company
in placing such financing.

****Digital Commerce International, Inc. and Subsidiaries**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**
                                October 31, 2001****

**NOTE 4 - COMMITMENTS AND CONTINGENCIES**
1. Employment agreements

The Company has employment agreements with certain officers of the Company.  Total salaries covered by
these agreements increase from $250,000 in the first year to  $450,000 annually over five years.  The
agreements are exclusive of bonuses, benefits, and other compensation.  The Company issued stock
subscriptions for 31,500,000 shares of common stock on October 31, 2001 to settle $945,000 in unpaid
wages, expenses and other advances made with two of the officers of the Company.



2. Litigation
The Company is engaged in certain litigation in the ordinary course of business.  In the opinion of
management, based upon the advice of counsel, the ultimate outcome of this litigation should not have a
material impact on its financial position.
3. Office Lease
During the fiscal year 2000, the Company entered into a lease agreement for office space in Vancouver,
British Columbia. The lease was for a period of five years at
a monthly rent of $6,586 ($6,537 CND rent, $2,860 CND operating costs and $689 CND tax).  The lease
was terminated in August 2001.

4. Operating Lease
The Company has one operating lease for an automobile used in the
business. The terms of the lease are as follows:
Operating lease obligation to a corporation, lease payment of $592
($907 CND) per month for 36 months beginning in March 1999.  This lease expires March 2002 with
remaining lease payments of USD $2,960 as of October 31, 2001

5. Consulting Agreements
The Company has entered into two different contracts for consulting and
promotional services as follows:
Contract #1:
         Term:  Two years,  with the option to cancel after the first six months
with five days notice.

Cost: 225,000 shares, 56,250 up front for the first six months, 28,125
for each succeeding three month period for total of 225,000 shares.
         The 56,250 shares issued for this contract were classified as prepaid
expense as of October 31, 2000 and the value of $106,448 has been expensed in fiscal year 2001 as
professional services expense.  This contract has been cancelled and no additional shares were
required, nor have been issued under this agreement.

Digital Commerce International, Inc. and Subsidiaries**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**
                      October 31, 2001

**NOTE 4 - COMMITMENTS AND CONTINGENCIES (continued)**
Contract #2:
         Term: One year
         Cost:  5,500 shares,  paid in full up front.  Contract also calls for a
finders fee of 3% of any funds arranged by a third party financing agreement.
(The 3% fee arrangement is for a period of five years).
         The shares issued for this contract were classified as prepaid
expense as of October 31, 2000 and the value of $21,326 has been expenses in fiscal year 2001 as
professional services expenses. This contract was terminated in fiscal year 2001.**NOTE 5 - LOSS PER COMMON SHARE**
The following data show the shares used in computing loss per common
share including dilutive potential common stock.**2001                     
2000   
                                                                                                       
-------------               
----------**
Common shares outstanding during the entire
period                        
13,219,326            
9,111,579
Weighted-average common shares
   issued during the
period                                                                 
6,028,711            
4,107,747**-------------               
----------**
Weighted-average number of common
    shares used in basic
EPS                                                              
19,341,627          
13,219,326
Dilutive effect of options, subscribed shares

to be issued and
shares issuable to
Stockholders                                      
-                            
-**-------------               
----------**

Weighted-average
number of common
shares and dilutive potential common
stock used in diluted
EPS                                                                  
19,341.627          
13,219,326**============    ==========**
Shares from the exercise of the outstanding options (Note 6), subscribed shares to be issued and shares
issuable to stockholders were not included in the computation of diluted loss per share as their inclusion
would have been antidilutive for the years ended October 31, 2001 and 2000.

Digital Commerce International, Inc. and Subsidiaries**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**
                                October 31, 2001

**NOTE 6 - OPTIONS**
During 1999, the board of directors approved a stock option plan, which is subject to stockholder
approval. The maximum number of shares of common stock that may be issued under the plan is
4,000,000 shares.  All employees, directors, officers and consultants of the Company are eligible.
Awards of options are given to eligible participants at the discretion of the board of directors and will be
based on present and potential contributions of a particular individual to the success of the Company and
other factors, which the Board may deem proper and relevant.  Both qualified and non-qualified stock
options may be granted pursuant to the plan.

There are 1,550,000 options which have been granted pursuant to the plan. All other options which have
been previously granted have been cancelled or have expired.

The Company has adopted only the disclosure provisions of Financial Accounting Standard No. 123,
"Accounting for Stock-Based Compensation" (SFAS 123).  Therefore, the Company continues to account
for stock based compensation under Accounting Principles Board Opinion No. 25, under which no
compensation cost has been recognized. Had compensation cost for the stock based compensation been
determined based upon the fair value of the awards at the grant date consistent with the methodology
prescribed by SFAS 123, the Company's net loss and loss per share would have been insignificant.

Option pricing models require the input of highly subjective assumptions including the expected stock
price volatility.  Also, the Company's employee stock options have characteristics significantly different
from those of traded options, and changes in the subjective input assumptions can materially affect the
fair value estimate.  Management believes the best input assumptions available were used to value the
options and that the resulting option values are reasonable.

<table>

|Changes in the Company's stock options are as follows:
|------------------------------------------------------
|                                                      
|                                                      
|                                                      
|                                                      
|                                                      
|Outstanding at November 1, 2000                       
|                                                      
|Granted                                               
|                                                      
|Exercised                                             
|                                                      
|Canceled or expired                                   
|                                                      
|Outstanding at October 31, 2001                       
|                                                      



</table>

<table>

|A summary of the status of the options  outstanding  under the  Company's |  |            
|------------------------------------------------------------------------- |  | -----------
|stock option plan at October 31, 2001 is presented below:                
|                                                                          |  |            
|                                                                          |  |            
|                                                                          |  | Remaining  
|Exercise                                                                  |  | Number     
|Price                                                                     |  | Outstanding
|                                                                          |  |            
|$.050 -$1.00                                                              |  | 1,550,000  
|                                                                          |  |            



</table>

<table>
 Changes in the Company's stock options are as follows:             
                                                                                                                                   
Weighted-
                                                                                                                                      
average
                                                                               
Stock                     
Exercise          exercise
                                                                               
options                      
price              
price
----------------------------------------------------------------------   -----------------    --------------
         Outstanding at November 1, 2000                            
2,516,611         $      0.50-10.00        
$         0.68
          Exercised                                                                      
-                            
-                       
-
          Canceled or expired                                                    
966,611              
0.50-3.00           1.36
                                                                          
-----------------          -----------------    --------------
       Outstanding at October 31, 2001                             
1 ,550,000           $      0.50- 1.00        
$         0.69
                                                                  
================ ===========    ==============
A summary of the status of the options  outstanding  under the  Company's
stock option plan at October 31, 2001 is presented below:             
                                                 
Weighted-
                                                   
Average                             
Weighted-                       
Weighted-
                                                
Remaining      Contractual        
Average                        
Average
    Range of                              
Number              
Life             
Exxercise      Number       
Exercise
             Exercise prices                       
Outstanding        
(years)             Price        
Exercisable        Price
-----------------------------  ---------------- ------------- -------------  ---------------   -------------
 $ 0.50 - $ 1.00                         
1,550,000          8.67              
$        0.69               
0               
-
</table>

Digital Commerce International, Inc. and Subsidiaries**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**
                                October 31, 2001**NOTE 7 - INCOME TAXES**
The Company has sustained net operating losses in the periods presented. There were no deferred tax
assets or income tax benefits recorded in the financial statements for net deductible temporary
differences or net operating loss carryforwards as the likelihood of realization of the related tax benefits
cannot be established.  Accordingly, a valuation allowance has been recorded to reduce the net deferred
tax asset to zero and consequently, there is no income tax provision or benefit for the periods presented.
As of October 31, 2001, the Company had net operating loss carryforwards for tax reporting purposes of
approximately $4,300,000 in various taxable jurisdictions.  Utilization of net operating loss is dependent
on the profitable operation of Digital Commerce International, Inc. in the future under the separate return
limitation rules and limitations on the carryforward of net operating losses after a change in ownership
according to the US Internal Revenue Code.**NOTE 8 ­ SEGMENT INFORMATION**

DCI adopted FASB Statement of Financial Accounting Standards No. ("SFAS 131"),

"Disclosure about Segments of an Enterprise and Related Information," in fiscal year 1999. SFAS 131
requires companies to report financial and descriptive information about their reportable operating
segments, including segment profit or loss, certain specific revenue and expense items, and segment
assets, as well as information about the revenues derived from the Company's products and services, the
countries in which the Company earns revenues and holds assets, and major customers. This statement
requires the use of the management approach to determine the information to be reported. The
management approach is based on the way management organizes the enterprise to assess
performance and make operating decisions regarding the allocation of resources. It is management's
opinion that the Company has only one reportable segment.  As a result, segment information has not
been reported.

**NOTE 9 - GOING CONCERN**
The accompanying financial statements have been prepared assuming that the Company will continue as
a going concern. The Company has negative working capital and has had recurring operating losses and
is dependent upon financing to continue operations.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.  Management intends to obtain
funding from short-term loans and long term equity funding.

**NOTE 10 - SUBSEQUENT EVENTS**

In the first quarter of the fiscal year ended October 31, 2002, the Company:

1. consummated the transaction with NetCare Health Services, Inc.;



1. agreed to issue an aggregate of 228,000,000 shares of common stock to seven consultants in
connection with the transaction with NetCare Health Services, Inc.;****



1. entered into stock subscription agreements to sell an aggregate of 7,125,000 shares of common
stock at a purchase price of $.02 per share; and****



1. issued warrants to purchase up to 3,000,000 shares of common stock at an exercise price of $.05
per share and agreed to issue common stock based on a conversion price equal to 120% of the
closing bid price of the common stock for the five trading days preceding the end of the prior
calendar quarter in connection with debt financing in the amount of $500,000 by NetCare Health
Services, Inc.



1. Digital Commerce International, Inc. and Subsidiaries**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**
                                October 31, 2001****

******NOTE 10 - SUBSEQUENT EVENTS (continued)**

**Summary Pro Forma Combined Financial Data**

Set forth below are certain unaudited pro forma combined summary financial data for NetCare Health
Services, Inc. ("NetCare") and Digital Commerce International, Inc. ("DCII") for the periods, and as of the
dates, indicated.  These pro forma combined data have been prepared to illustrate the estimated effect of
the acquisition of the capital stock of NetCare.  The pro forma combined statements of operations give
pro forma effect to the transaction as if it had occurred on November 1, 1999.  The pro forma combined
balance sheet data at October 31, 2001 gives pro forma effect to the transaction as if it had occurred on
October 31, 2001.  The pr forma combined financial data do not purport to be indicative of the results of
operations or financial position of the Company that would have actually been obtained had the
transaction been completed as of the assumed dates and for the periods presented, or which may be
obtained in the future.  The pro forma adjustments are described in the accompanying notes and are
based on available information and certain assumptions that the Company believes are reasonable.  The
historical financial data is derived from, and should be read in conjunction with, the financial statements
of NetCare including the notes thereto.

**Unaudited Pro Forma Combined Statement of Operations Data:**

<table>

|**For the year ended October 31, 2001**           |  |   |             |  |   |           |  |   |             |  |   |            
|------------------------------------------------- |  | - | ----------- |  | - | --------- |  | - | ----------- |  | - | -----------
|                                                  |  |   | DCII        |  |   | NetCare   |  |   | Adjustments |  |   | Combined   
|                                                  |  |   |             |  |   |           |  |   |             |  |   |            
|Revenue                                           |  | $ | 15,010      |  | $ | 7,665,335 |  | $ | (15,010)    |  | $ | 7,665,335  
|Cost of Sales                                     |  |   | -           |  |   | 5,020,741 |  |   | -           |  |   | 5,020,741  
|Gross Profit                                      |  |   | 15,010      |  |   | 2,644,594 |  |   | (15,010)    |  |   | 2,644,594  
|Operating, general and administrative expenses    |  |   | 1,783,455   |  |   | 2,231,974 |  |   | (1,783,455) |  |   | 2,231,974  
|Income (loss) before interest, taxes,             |  |   | (1,768,445) |  |   | 412,620   |  |   | 1,768,445   |  |   | 412,620    
|depreciation and amortization                     |  |   |             |  |   |           |  |   |             |  |   |            
|Depreciation expense                              |  |   | 17,291      |  |   | 28,688    |  |   | (17,291)    |  |   | 28,688     
|Interest                                          |  |   | 7           |  |   | 68,214    |  |   | (7)         |  |   | 68,214     
|Income(loss) before taxes                         |  |   | (1,785,743) |  |   | 315,718   |  |   | 1,785,743   |  |   | 315,718    
|Income tax expense (benefit)                      |  |   | -           |  |   | 119,222   |  |   | -           |  |   | 119,222    
|                                                  |  |   |             |  |   |           |  |   |             |  |   |            
|Net income (loss)                                 |  | $ | (1,785,743) |  | $ | 196,496   |  | $ | 1,785,743   |  | $ | 196,496    
|                                                  |  |   |             |  |   |           |  |   |             |  |   |            
|**Pro forma net income (loss) per common share:** |  |   |             |  |   |           |  |   |             |  |   |            
|Basic                                             |  |   | ($0.09)     |  |   | $196.50   |  |   | -           |  |   | $0.0006    
|Diluted                                           |  |   | ($0.09)     |  |   | $196.50   |  |   | -           |  |   | $0.0006    
|                                                  |  |   |             |  |   |           |  |   |             |  |   |            
|**Pro forma weighted average common shares:**     |  |   |             |  |   |           |  |   |             |  |   |            
|Basic                                             |  |   | 19,341,627  |  |   | 1,000     |  |   | -           |  |   | 314,560,977
|Diluted                                           |  |   | 19,341,627  |  |   | 1,000     |  |   | -           |  |   | 314,560,977

</table>****

Digital Commerce International, Inc. and Subsidiaries**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**
                                October 31, 2001****

**NOTE 10 - SUBSEQUENT EVENTS (continued)**

**Summary Pro Forma Combined Financial Data (continued)**

**Unaudited Pro Forma Combined Statement of Operations Data (continued):**

<table>

|**For the year ended October 31, 2000**           |  |   |             |  |   |           |  |   |             |  |   |           
|------------------------------------------------- |  | - | ----------- |  | - | --------- |  | - | ----------- |  | - | ----------
|                                                  |  |   | DCII        |  |   | NetCare   |  |   | Adjustments |  |   | Combined  
|                                                  |  |   |             |  |   |           |  |   |             |  |   |           
|Revenue                                           |  | $ | 140,145     |  | $ | 5,033,296 |  | $ | (140,145)   |  | $ | 5,033,296 
|Cost of Sales                                     |  |   | -           |  |   | 3,576,960 |  |   | -           |  |   | 3,576,960 
|Gross Profit                                      |  |   | 140,145     |  |   | 1,456,336 |  |   | (140,145)   |  |   | 1,456,336 
|Operating, general and administrative expenses    |  |   | 2,370,794   |  |   | 1,797,629 |  |   | (2,370,794) |  |   | 1,797,629 
|Income (loss) before interest, taxes,             |  |   | (2,230,649) |  |   | (341,293) |  |   | 2,230,649   |  |   | (341,293) 
|depreciation and amortization                     |  |   |             |  |   |           |  |   |             |  |   |           
|Depreciation expense                              |  |   | 21,219      |  |   | 13,710    |  |   | (21,219)    |  |   | 13,710    
|Interest                                          |  |   | 29,301      |  |   | 36,957    |  |   | (29,301)    |  |   | 36,957    
|Income(loss) before taxes                         |  |   | (2,281,169) |  |   | (391,960) |  |   | 2,281,169   |  |   | (391,960) 
|Income tax expense (benefit)                      |  |   |             |  |   | (146,985) |  |   |             |  |   | (146,985) 
|                                                  |  |   |             |  |   |           |  |   |             |  |   |           
|Net income (loss)                                 |  | $ | (2,281,169) |  | $ | (244,975) |  | $ | 2,281,169   |  | $ | (244,975) 
|                                                  |  |   |             |  |   |           |  |   |             |  |   |           
|**Pro forma net income (loss) per common share:** |  |   |             |  |   |           |  |   |             |  |   |           
|Basic                                             |  |   | ($0.17)     |  |   | ($244.98) |  |   |             |  |   | $(.0056)  
|Diluted                                           |  |   | ($0.17)     |  |   | ($244.98) |  |   |             |  |   | $(.0056)  
|                                                  |  |   |             |  |   |           |  |   |             |  |   |           
|**Pro forma weighted average common shares:**     |  |   |             |  |   |           |  |   |             |  |   |           
|Basic                                             |  |   | 13,219,326  |  |   | 1,000     |  |   | -           |  |   | 44,064,420
|Diluted                                           |  |   | 13,219,326  |  |   | 1,000     |  |   | -           |  |   | 44,064,420

</table>****

**Unaudited Pro Forma Combined Balance Sheet Data:**

<table>

|**October 31,
2001** |  |   |         |  |   |           |  |   | Adjustments |  |   |            
|-------------------- |  | - | ------- |  | - | --------- |  | - | ----------- |  | - | -----------
|                     |  |   | DCII    |  |   | NetCare   |  |   | (1)(2)(3)   |  |   | Combined   
|                     |  |   |         |  |   |           |  |   |             |  |   |            
|Cash                 |  | $ | -       |  | $ | 178,459   |  | $ | -           |  | $ | 178,459    
|Other
current
assets |  |   | 365,000 |  |   | 1,485,142 |  |   | (365,000)   |  |   | 1,485,142  
|Total
current
assets |  |   | 365,000 |  |   | 1,663,601 |  |   | (365,000)   |  |   | 1,663,601  
|Total assets         |  |   | -       |  |   | 1,780,726 |  |   | -           |  |   | 1,780,726  
|                     |  |   |         |  |   |           |  |   |             |  |   |            
|Current
liabilities  |  |   | 187,257 |  |   | 1,032,745 |  |   | (187,257)   |  |   | (1,032,745)
|Other
liabilities    |  |   | -       |  |   | 476,460   |  |   | -           |  |   | (476,460)  
|Total
liabilities    |  |   | 187,257 |  |   | 1,509,205 |  |   | (187,257)   |  |   | (1,509,205)
|                     |  |   |         |  |   |           |  |   |             |  |   |            
|Shareholders' equity |  | $ | 177,743 |  | $ | 271,521   |  | $ | (177,743)   |  | $ | 271,521    



</table>****

(1)The acquisition of the capital stock of NetCare has been accounted for as a
reverse   acquisition (recapitalization)of NetCare with NetCare being treated as the
surviving entity.

(2) The pro forma adjustments assume that just prior to the acquisition of the capital
stock of NetCare, all of the assets of DCII are used to satisfy the liabilities of the
Company.

(3) The pro forma adjustments that, along with the pre-transaction disposition of all
of the assets and liabilities of DCII, there will be no operations of its business
subsequent to the transaction.

(4)  Pro forma net income per common share for 2001 assumed that all
subscriptions were outstanding as of the beginning of the year.

****              Digital Commerce International, Inc. and Subsidiaries**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**
                                October 31, 2001

**NOTE 11 - COMMON STOCK TRANSACTIONS**
 In 2001, the Company issued stock for cash, services and debt settlement as follows:
         -       8,750,000 shares of stock were issued in a private placement in fiscal
year ended October 2001, subsequent to year end additional 9,250,000 of shares
are issuable to the investor which resulted in gross proceeds in the aggregate
amount of $203,000.
         -        6,418,066 shares of stock were issued for settlement of
                  $192,542 of outstanding debt for an average price of $0.03 per share
         -        4,200,000 shares of stock were issued for consulting fees of
           
                  $336,000 at an average price of $0.80 per share.

In addition, the Company issued stock subscriptions for cash, services and debt
settlement as follows:

-        8,750,000 shares of stock are issuable pursuant to convertible notes
which resulted in total proceeds of $175,000
         -        23,593,333 shares of stock were issued for settlement of
                  $ 677,800 of outstanding debt for an average price of $0.03 per

share
         -        33,433,333 shares of stock were issued for professional services of
                       
                  $  $1,002,700 at an average price of $0.03 per share.

In connection with the sale and delivery of the shares of the common stock in the
private placement, Michael Kang and John Combs, the Company's officers, loaned
an aggregate of 2,700,896 shares of common stock of the Company to the
Company, which shall be issuable upon the increase of the number of authorized
shares of common stock of the Company.



In connection with an agreement of purchase and sale for the acquisition of certain
selected assets of iShopper Internet Services, Inc. the Company has agreed to
issue 500,000 shares of common stock in settlement of the Company's obligations. **NOTE 12 ­ DEFERRED MERGER COSTS**
One asset of the Company is an advance to NetCare Health Services, Inc. as part
of the plan of merger(see Note 3). There are no guarantees related to this advance,
which is non-refundable.

**** Digital Commerce International, Inc. and Subsidiaries**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**
                      October 31, 2001

**NOTE 13 - OTHER COMPREHENSIVE INCOME/LOSS**
As of January 1, 1999, the Company adopted Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130").  SFAS 130
establishes new rules for the reporting and display of comprehensive income and
its components; however, the adoption of this statement had no impact on the
Company's net income or stockholders' equity.  SFAS 130 requires other
comprehensive income to include foreign currency translation adjustments,
minimum pension liability adjustments, and unrealized gain or loss from available-for-sale securities.
A summary of the components of other comprehensive income for the year ended
October 31, 2001 is as follows:
                                                            
Before-Tax        Income                     
After-Tax
                                                               
Amount             
Tax                            
Amount    **---------             
-----------              
-------------**
 Foreign exchange loss                           
$ (8,378)                 
$      -                 
$    (8,378)**---------  	-----------   -------------**
Other Comprehensive Income (Loss)    $ (8,378)                  
$      -                 
$    (8,378)**=========           ====               
=======**
**NOTE 14 - NOTES PAYABLE**
During  the year 2000,  the  Company  acquired  short  operating  loans from
various individuals and corporations to assist in the operations of the Company.
All loans are short term (less than 12 months) and carry an interest rate of
from 8% to 18%. All loans are unsecured.

At October 31, 2001, the Company issued stock subscriptions to settle all
outstanding loans and related accrued interest (Note 11).

**(b)	Reports on Form 8-K**

The Company filed a current report on Form 8-K on December 12, 2001.

**(c)	Exhibit Index**

None.

**SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Dated:    February 14, 2002		**DIGITAL COMMERCE INTERNATIONAL, INC.**

By:	_____/s/Michael Kang________________

Michael Kang, Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been
signed below by the following persons on behalf of the Registrant in the capacities and on the date
indicated.

|Name                               | Title                                                     | Date             
|---------------------------------- | --------------------------------------------------------- | -----------------
|_s/ Michael Kang______Michael Kang | Chairman, Chief Executive
Officer, President and Director | February 14, 2002
|_s/ John W. Combs__John W. Combs   | Executive Vice President,
Secretary and Director          | February 14, 2002