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

                                   FORM 10-KSB

[X]  (Mark One) ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
     For the fiscal year ended June 30, 2001

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934
     For the transition period from to ------------------ --------------

                         Commission file number: 0-27953

                          COLUMBUS NETWORKS CORPORATION
                 (Name of small business issuer in its charter)

           NEVADA                                                98-0187538
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

       #100 - 1295 STEVENS ROAD, KELOWNA, BRITISH COLUMBIA, CANADA V1Z 2S9
               (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number: (250) 769-8099

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

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

                          COMMON STOCK, $.001 PAR VALUE
                                (Title of class)

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

Check  if no  disclosure  of  delinquent  filers  in  response  to  Item  405 of
Regulation S-B is 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. [ ]

State issuer's revenues for its most recent fiscal year: $117,940

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified date within the past 60 days: $844,427 AS OF OCTOBER 5, 2001

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 20,859,323 AS OF OCTOBER 5, 2001

Transitional Small Business Disclosure Format (Check one): Yes [ ]; No [X]



Exhibit index on page 15                                      Page 1 of 30 pages

<PAGE>



                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

CORPORATE HISTORY

Columbus Networks Corporation (the "Company" or "Columbus  Networks"),  formerly
Golden River Resources Inc., was incorporated on June 17, 1997 under the laws of
the State of Nevada and its principal business activity is developing electronic
recruitment  websites including  educationcanada.com,  educationamerica.net  and
globalesl.net.  The Company earns  subscription  fees paid by the employers that
use the  websites  to recruit  teaching  professionals.  Prior to the  Company's
business  combination   effective  November  30,  2000  with  Columbus  Networks
Corporation  ("Columbus  B.C."), a British Columbia  company,  the Company was a
shell company that was actively pursuing an operating company. To acquire all of
the outstanding shares of Columbus B.C., the Company issued 14,955,475 shares of
its common  stock to the Columbus  B.C.  shareholders,  after having  effected a
1-for-4 reverse stock split of its outstanding shares. The Company,  through its
subsidiary,  currently provides sector-specific  electronic recruitment services
to educators,  school districts,  universities and private educational employers
in the education system of Canada and the United States.


COLUMBUS NETWORKS CORPORATION

At the time of acquisition by the Company,  Columbus B.C. was a privately  owned
Kelowna-based  company.  The business now being  carried on by Columbus B.C. was
originally  conceived  and  implemented  by a  partnership  which  included  Dan
Collins. The partnership (Columbus Communications) rolled over its assets into a
corporation effective December 15, 1999.

As a recruitment  solution provider,  the Company offers  educational  employers
such as schools and districts  the ability to post job vacancies  electronically
on the  Internet.  The  Company  generates  revenues  by  charging a fee for the
placement of these job vacancies posted on one, or all, of its three websites:

         o     Education Canada Network (ECN) -  www.educationcanada.com:  Since
               operations  began in 1997, the Education  Canada Network has been
               the  number  one  provider  of  e-recruitment   services  to  the
               educational  sector in Canada. In March 2001, ECN was re-launched
               as a  bilingual  site.  As of  September  1,  2001,  ECN  had 401
               employer subscribers.

         o     Education  America  Network  (EAN)  -   www.educationamerica.net:
               Launched in September 2000, the Education  America Network is the
               largest  education  specific  employment  network  in the  United
               States,  with 892 clients  from all 50 states as of  September 1,
               2001.

         o     Global ESL Network  (GEN) -  www.globalesl.net:  Acquired in June
               2000, the Global  English as a Second  Language (ESL) site serves
               those  English  speakers  who wish to travel  to other  countries
               teaching  English as a second  language.  The Global ESL  Network
               actively targets ESL institutions around the world,  offering ESL
               employment opportunities, forums, and ESL book reviews.

Services include on-line resume services, job postings, a bookstore,  electronic
application  forms as well as other related  services that meet the needs of the
client.  The Company intends to expand the scope of services within its websites
by adding  unique entry  portals for  students,  teachers and  employers.  These
portals  will be  distinctive  storefronts  to  other  resources,  services  and
features that will benefit both the employer and educators.

There are approximately 120 countries around the world that access the Company's
websites on a daily basis.


                                       2


<PAGE>

COLUMBUS NETWORKS' PRODUCTS

The Company is able to provide its  clients/customers  with a high quality, cost
effective  and  efficient  alternative  to  recruiting  educators  to  fill  job
vacancies, based on a unique dynamic use of technology and the Internet.

The Company sells membership services, which include:

         o     JOB POSTINGS.  Each membership entitles the employer to unlimited
               postings throughout the year.

         o     RESUME  SEARCHES.  A fully automated  feature of the ECN, EAN and
               GEN, the Resume  Registry  handles all posted  resumes as well as
               all  resume  search  functions  by  employers.  The  dynamic  new
               interface   and   easy-to-use   search   mechanism   allow   even
               non-experienced  Internet users to handle the system with ease. A
               simple  click of the mouse can call up hundreds or  thousands  of
               resumes in a matter of seconds. The quality and integrity of this
               database is assured by having resumes  removed that have not been
               updated within a three-month period.

         o     JOB ALERTS.  Daily e-mails are sent out to all resume  holders to
               alert them about new job  postings  that have been  posted on the
               ECN, EAN or GEN. This is another function that will soon be fully
               automated.  Job seekers  will have  options  available to them to
               customize which job alerts they get and from which province.  For
               example,  it is possible  for a teacher to specify that they only
               want to receive secondary math postings from British Columbia and
               Ontario  and the job  alert  function  will  email  them  all the
               pertinent  details of such a posting that matches  their  pre-set
               criteria immediately upon it being posted.

         o     CLIENT & TECHNICAL  SERVICES.  Members are  provided  with a toll
               free 1-800  number in which they can call at anytime  for support
               on everything from job posting assistance to resume search help.

The Company provides FREE SERVICES to educators, which include:

         o     POSTING OF A RESUME.  All  visitors to the ECN,  EAN and GEN have
               the  opportunity  to post,  edit,  renew,  or  delete  their  own
               personalized  resume 24 hours a day.  Additional  features  to be
               added will  include  the  ability to apply to  postings  with the
               simple click of their mouse. This feature will automatically pull
               the job seekers  resume  directly out of the Resume  Registry and
               Student  Registry,  and submit it into the electronic  mailbox of
               that particular employer.

         o     FAST FIND SEARCH ENGINE. This unique search engine will allow job
               seekers to search for any posting across Canada, United States or
               the world that matches their qualifications or experience in less
               than five seconds.  The advantage of this search function is that
               to do this by any other  means or method  would  result in buying
               every newspaper in each country.  Using the Company's  system,  a
               job seeker can conduct the search from home,  the school,  or any
               other location in seconds using the Internet.

THE MARKET FOR COLUMBUS NETWORKS' SERVICES

In 1998,  Forrester  Research  reported that 17% of Fortune Global 500 companies
used the  Internet  for  recruiting.  A year  later,  45% of Fortune  Global 500
companies  actively  recruited online. It is estimated by Forrester that by 2003
employers  will spend $1.7 billion on  e-recruiting  services,  which is up from
$105 million in 1998. [Source: Fortune Magazine, July 1999].

Industry growth in  e-recruitment  as a whole is expected to be unprecedented in
the next 5 to 10 years.  The July 1999 issue of Windows  Magazine  states  that,
"AMERICAN  EMPLOYERS SPENT APPROXIMATELY $108 MILLION DOLLARS ON JOB POSTINGS ON
THE INTERNET AND EXPECTS THIS FIGURE TO RISE TO $5 BILLION DOLLARS ANNUALLY". It
went on to state  that "by the year 2004,  that as many as 98% of all  employers
will do some form of advertising on electronic job posting sites". The highlight
of the article was that it identified that those e-recruitment  networks and job
posting web sites that focused on specific  sectors (e. g.,  education,  health,
law) rather than careers in general would see the highest growth potential.


                                       3


<PAGE>

Recent  teacher supply and demand  studies in Ontario,  Australia,  New Zealand,
United  States and the U. K. are  forecasting  a teacher  shortage  crisis.  The
implications of teacher shortages will, therefore,  not be confined to Canada in
coming years.

The following  provides  excerpts from studies that  summarize some major points
related to teacher supply and demand around the world:

Ontario(1):

         o     Over 41,000 or about  one-quarter of Ontario teachers will retire
               by  2003,  increasing  to  over  78,000  or  almost  half  of the
               provinces teaching force by 2008.

United States(2):

         o     United States facing largest teacher shortage in its history

         o     U. S.  secretary  of  education  expects  demand  for  additional
               teachers  to reach  200,000 per year for next 10 years with first
               time teachers  accounting  for between  one-half to two-thirds of
               them.

Australia(3):

         o     Aging  teaching  force  expected to result in  increased  teacher
               losses related to retirement  averaging about 3,000 teachers over
               the period ending in 2004.

United Kingdom(4):

         o     $25 million  hardship fund is available  from the  Department for
               Education  and  Employment  for those in subjects  where  teacher
               shortage exists, at the secondary level.

         o     $325 million being offered in short-term to boost recruitment

American  school  districts  are  currently  receiving  funds - a total  of $1.2
billion - that will enable them to recruit, hire, and train new teachers for the
1999-2000 school year. This is just the first  installment of an initiative that
is  anticipated  to provide  $12.4  billion  over 7 years to help  schools  hire
100,000 new teachers. The appropriation for fiscal year 2000 is $1.3 billion.

MARKETING

The Company's  marketing strategy is focused primarily on branding its education
e-recruitment  sites in their  respective  markets.  The  Company  will  seek to
differentiate  each `brand' from other  e-recruitment  services in the education
marketplace through emphasis of the following core components:

o Customer sign-up through limited trial offers o Customer maintenance of
relationship through service objectives o User sign-up/use through no-strings
and no-cost search capabilities o User maintenance through above with job
application storage solutions o User maintenance through technological
advantages over competitor sites

The  Company has  identified  key  conferences  to attend in both Canada and the
United States in conjunction  with  educational  associations,  universities and
colleges and plans to promote the services of the Education Canada and Education
America  Networks.  The Company will emphasize the value added services  offered
through an extensive client and user support network.

Creating  strategic  alliances  and  partnerships  with those  associations  and
organizations  whose  members or  participants  are the clients and users of the
Company's networks has already solidified Columbus Networks'

--------------

(1) Ontario College of Teachers Supply and Demand Model
(2) Article published in the American publication Phi Delta Kappan
(3) November  1998  study  commissioned  by the  Australian  Council of Deans of
    Education.
(4) United Kingdom Department for Education and Employment


                                       4


<PAGE>

position  within the education  communities in Canada and the U.S. This strategy
is  an  important  component  for  the  entrance  to  the  U.S.  market  through
partnerships  with the Virginia,  Texas and Ohio School Personnel  Associations.
Further,  strategic  partnerships  through educational  associations such as the
Southeast  Association for Employment in Education and the Canadian School Board
Association  have  enabled  dialogue to  introduce  the  services to new members
quickly and authoritatively.  Finally,  strategic partnerships with universities
and colleges  introduce  the service to the new  educational  workforce  members
(graduating  students) and brand the sites for these users as THE service to use
for employment in education.

Beyond the current membership fees, there are several  opportunities to generate
additional  revenue.  The creation of a world  network of  education  employment
websites will provide  opportunities  to create new services that will allow the
Company's  existing client base to search the resume  databases of professionals
from other countries.  This service will be offered to clients for an additional
fee.  The  Company is also  planning  the  addition  of other  services  such as
automated  resume  search  bots,   online  applicant   interviews,   and  online
application forms to provide new avenues to increase revenue.

COMPETITION

The market for Internet-based  recruitment services in the field of education is
rapidly   evolving   and   quite   competitive.   Numerous   companies   provide
Internet-based  recruitment  services  to both  public and  private  educational
employers.  Although dynamic, complex and fairly competitive,  the e-recruitment
industry  provides  considerable  new business  opportunities to those companies
with superior  business  models.  Business  models  evident in the industry vary
dramatically depending on many factors,  including target market, human resource
models,  legacy services,  available capital and primary  strategic  objectives.
Traditional  off-line  companies are now establishing an increasing  presence on
the  Internet as well as companies  providing  targeted  solutions  for specific
industries and customer groups.

In Canada the three  leading web sites  currently  operating in the  educational
e-recruitment  market are the Company's Education Canada Network (ECN), APPLY TO
TEACH NETWORK and JOBS IN EDUCATION.  However, having operated in Canada for the
past 5 years, the Education Canada Network has emerged as the premier  education
job-posting network in the country. Key relationships/partnerships  with over 15
provincial  education  associations and  organizations has made it difficult for
new entrants to this market.

There are a number of education recruitment web sites concentrating primarily on
jobs  in  the  U.S.  Some  of  the  well-known  sites  posting  U.S.  employment
opportunities   include  the  Company's   Education   America   Network   (EAN),
teachers.net,   teachersonline.com,   K12Jobs,   Academic   Employment  Network,
edjob.com, teacher-teacher.com and Appointment for Teachers.

The recent entrance the Company's  Education America Network (EAN) into the U.S.
market  with a  limited  trial  offer has hurt a number  of these  companies  by
reducing their market share.  The accelerated  growth in the EAN client base and
jobs posted rivals and exceeds all of the current competitors combined. The fact
that the EAN is truly a national service with clients in every state provides an
advantage  that no other  service  can  legitimately  claim.  The success of the
Company's  EAN in the  U.S.  is due in  part to the  fact  that  competition  is
fragmented by states or regions.  Launched in September, 2000 the EAN became the
largest educational job posting web site with 35,000 jobs posted. The key to the
successful  entrance of the EAN is attributed to the development of partnerships
with the state employer associations to market to their own clients.

INTELLECTUAL PROPERTY

The  Company's  business  does  not  involve  patents,   trademarks,   licenses,
franchises, concessions, or royalty agreements.

RESEARCH AND DEVELOPMENT

The Company has not engaged in any research and  development  activities  during
the last two fiscal years.


                                       5


<PAGE>

GOVERNMENT REGULATION

At present, no government approval is required for the Company's products and
services. There are no government regulations on the Company's business other
than those that apply to all businesses generally.

COLUMBUS NETWORKS' STATED BUSINESS OBJECTIVES

As an important component in its marketing strategy,  the Company intends to use
educational    associations    and    organizations    around   the   world   as
marketing/development channels to achieve its business and marketing objectives.

The Company aims to:

         o     Increase the number of clients in the Education Canada Network;
         o     Develop the Education America Network for the United States;
         o     Develop the Global ESL Network
         o     Develop education  networks for Korea, the United Kingdom,  Japan
               and other  countries  that are all  connected  to one world  wide
               network;
         o     Provide  clients/  customers  with an  efficient,  cost-effective
               recruitment tool;
         o     Maintain customer service levels of the highest standard; and
         o     Increase  its  revenue  base  by  developing  additional  on-line
               resources/ services for educators

The Company's four primary objectives over the next 24 months are:

         (1)   generate  and develop a revenue  model to assure that the Company
               becomes profitable and self-sustainable by July 2002;

         (2)   achieve an  80%market  share in Canada and a 10% market  share in
               the U.S. by July 2002;

         (3)   continue to develop services that meet the needs of the Company's
               clients on a global scale; and

         (4)   achieve national brand name recognition of the Company's networks
               in Canada, the U.S. and the world.

EMPLOYEES

As of  September  1, 2001,  the  Company  employed 24 persons  full-time  at its
Kelowna office.


ITEM 2.  DESCRIPTION OF PROPERTY.

The Company rents approximately 2,911square feet of office space at 1295 Stevens
Road in Kelowna, British Columbia, for $3,594.67 per month (including GST).


ITEM 3.  LEGAL PROCEEDINGS.

None.


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

None.




                                       6


<PAGE>
                                     PART II

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

The  Company's  common stock is quoted on the OTC  Bulletin  Board system of the
National  Association of Securities  Dealers with the symbol CLMK. The Company's
common  stock was quoted on the OTC-BB from January 15, 1999 to December 1, 1999
and from July 21, 2000 to December 11, 2000 under the symbol GDRV. From December
2, 1999 to July 21, 2000,  the common stock was quoted on the "pink  sheets." It
has been trading under the symbol CLMK since December 11, 2000.

The  following  table lists the high and low bid prices  quoted on the OTC-BB of
the National  Association of Securities  Dealers and pink sheets of the National
Quotation Bureau for shares of the Company's common stock for each of the fiscal
quarters for the last two fiscal years.

<TABLE>
<CAPTION>
FISCAL QUARTER ENDED                     HIGH BID                 LOW BID
<S>                                        <C>                     <C>
September 30, 1999                         $1.76                   $0.38

December 31, 1999                          $1.16                   $0.04

March 31, 2000                             $1.12                   $0.08

June 30, 2000                              $0.88                   $0.40

September 30, 2000                         $0.81                   $0.25

December 31, 2000                          $0.72                   $0.19

March 31, 2001                             $0.59                   $0.19

June 30, 2001                              $0.30                   $0.10

</TABLE>


On  October  5,  2001,  the  high  and low bid  prices  were  $0.07  and  $0.05,
respectively.

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

The  Company's  common  stock is issued  in  registered  form and the  following
information is taken from the records of Computershare  Trust Company  (formerly
American Securities Transfer and Trust Inc.), of 12039 W. Alameda Parkway, Suite
Z-2,  Lakewood,  Colorado 80228, the registrar and transfer agent for the common
stock.

On July 16, 2001, the  shareholders'  list for the Company's common stock showed
199 registered shareholders and 20,859,323 shares outstanding.

The  Company has not paid  dividends  in the past and it does not expect to have
the  ability to pay  dividends  in the near  future.  If the  Company  generates
earnings in the future, it expects that they will be retained to finance further
growth and,  when  appropriate,  retire debt.  The Directors of the Company will
determine if and when dividends  should be declared and paid in the future based
on the Company's  financial  position at the relevant time. All of the Company's
shares are entitled to an equal share in any dividends declared and paid.


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

Effective  November 30, 2000, the Company  completed the  acquisition of 100% of
the   outstanding   common  shares  of  Columbus  B.C..  As  the  Columbus  B.C.
shareholders  obtained  effective control of the Company through the exchange of
their shares of Columbus  B.C. for shares of the Company,  the  acquisition  has
been  accounted  for in these  consolidated  financial  statements  as a reverse
acquisition.  Consequently,  the consolidated statements of loss and deficit and
changes in cash  flows  reflect  the  results  from  operations  and  changes in
financial  position of Columbus  B.C.,  the legal  subsidiary,  since  inception
combined  with  those  of the  Company,  the  legal  parent,  from  the  date of
acquisition  on  November  30,  2000,  in  accordance  with  generally  accepted
accounting  principles for reverse  acquisitions.  In addition,  the comparative
figures are those of Columbus B.C., the legal subsidiary.


                                       7


<PAGE>

The Company's  fiscal year end is June 30. The following is a summary of certain
selected  financial  information  for the fiscal  years  ended June 30, 2001 and
2000.  Reference  should be made to the  financial  statements  attached to this
registration  statement  to put the  following  summary in  context.  All dollar
figures  referred  to in this  section  relating to the Company are listed in US
dollars unless otherwise noted.

<TABLE>
<CAPTION>


                                       Year Ended                Year Ended
                                     June 30, 2001             June 30, 2000

<S>                                   <C>                        <C>
Revenues                              $   117,940                $  39,947
Net loss                              $(1,166,237)               $(241,191)
Loss per share, basic and diluted     $     (0.07)               $   (0.06)
</TABLE>

<TABLE>
<CAPTION>
                                      June 30, 2001                June 30, 2000

<S>                                   <C>                        <C>
Working capital deficiency            $  (629,808)               $ (15,349)
Total assets                          $   266,670                $ 116,111
Long-term obligations                 $         0                $       0
</TABLE>


RESULTS OF OPERATIONS

REVENUES.

Revenues  are  comprised   primarily  of  membership  fee  revenue  earned  from
subscribers to the Company's web sites.

Revenues for the fiscal year ended June 30, 2001 increased by 195% over revenues
for the previous fiscal year, due primarily to a 208% increase in fee revenue.
The increase is due to the launching of the Education America Network in
September 2000 and the acquisition of the Global ESL Network in June 2000.

The  unearned  revenue as at June 30,  2001 and 2000 of  $153,969  and  $25,115,
respectively,  were comprised  primarily of membership fees received at June 30,
2001 and 2000 that  pertained to the  subscription  periods July 1, 2001 to June
30, 2002, or July 1, 2000 to June 30, 2001, as the case may be.

OPERATING EXPENSES.

Operating  expenses  for the  fiscal  year  ended  June 30,  2001  increased  by
$1,003,039  or 357% over the  fiscal  year  ended  June 30,  2000.  The  Company
increased significantly its level of activity by launching the Education America
Network  website in September  2000 and acquiring the Global ESL Network in June
2000.  This resulted in the hiring of 10 new client service  representatives,  3
regional sales  representatives  and 3 technical staff.  Significant  changes in
specific operating expenses include:

         o     Consulting - Consulting  fees of $87,058 were paid in fiscal 2001
               to investor relations representatives who assisted the Company in
               providing  information  to the  shareholders  of the Company.  No
               consulting fees were incurred in fiscal 2000.

         o     Conferences  -  The  Company  attended  various   conferences  to
               establish a subscriber  base for its websites.  This expense item
               increased by 725% over the previous fiscal year.

         o     Office - Due to the rapid growth of the business and the increase
               in  staffing   levels,   the  Company's  office  expense  (office
               supplies,  courier  expense,  postage,  printing and other office
               related  expenses)  increased by 946% to a total of $90,454.  The
               bulk of the increase is directly  related to the costs related to
               direct marketing  efforts to associations and school districts in
               the United States in conjunction with the launch of the Education
               America Network website in September 2000.

         o     Professional  fees - These expenses  include fees for services of
               the Company's  legal counsel and  accountants.  Fees for the 2001
               fiscal year  increased by 741% over fiscal 2000 due  primarily to
               the business


                                       8


<PAGE>

               combination  between the Company and  Columbus  B.C.,  as well as
               compliance with public company reporting requirements.

         o     Travel  -  A  significant  amount  of  travel  and  attending  at
               conferences  took  place  in the  year  ended  June  30,  2001 to
               establish   contacts  with  potential   subscribers  and  arrange
               financing,  particularly with regard to establishing a subscriber
               base  for  the  Education  America  Network.  This  expense  item
               increased by 417% over the previous fiscal year.

         o     Wages and benefits - Wages and benefits were 42% of the Company's
               total operating  expenses for the fiscal year ended June 30, 2001
               and  increased by 296% over the  previous  fiscal year due to the
               hiring of 10 new client service representatives, 3 regional sales
               representatives and 3 technical staff.

LIQUIDITY AND CAPITAL RESOURCES AND FINANCIAL POSITION

In  the  past  the  Company  has  satisfied  its  working  capital  and  capital
expenditure requirements from a combination of debt and equity financing. During
the fiscal year ended June 30, 2001,  the Company issued 812,214 shares for cash
of $95,507 and sold  1,000,000  units,  consisting of common stock and warrants,
for  $250,000.  During the fiscal year ended June 30, 2001,  the Company  issued
convertible promissory notes, which expire December 31, 2001 and are convertible
into  common  shares at $0.50  U.S.  per share for  $179,114.  The notes bear no
interest  until  December 31, 2001 after which time  interest will accrue at the
rate of 10% per annum.

As at June 30, 2001,  the Company had a working  capital  deficiency of $629,808
and virtually no cash. Cash generated from  operations is still  insufficient to
cover operating  expenses.  Until such time as the Company generates  membership
fee revenue from its websites to cover operating  expenses,  the Company will be
dependent  upon continued  debt and/or equity  financing.  There is no assurance
that the  Company  will be able to obtain  such  additional  funds on  favorable
terms,  if at all.  The  Company's  inability  to raise  sufficient  funds could
require it to delay,  scale back or eliminate  certain  planned  projects and/or
marketing efforts.

The report of the Company's independent auditors on the financial statements for
the year ended June 30, 2001, includes an explanatory  paragraph relating to the
uncertainty of the Company's ability to continue as a going concern. The Company
has suffered recurring losses from operations and had a deficit of $1,407,428 at
June 30, 2001. These factors raise substantial doubt about the Company's ability
to continue as a going concern.

Subsequent to June 30, 2001, the Company sold  1,000,000  shares of common stock
and  1,000,000  warrants for  $200,000 and  converted  loans  payable,  accounts
payable,  and debt totaling $40,952 for stock  subscriptions for 248,000 shares.
In addition,  the Company received cash  subscriptions of $227,873 for 1,380,000
shares of common stock.

The Company plans to raise an  additional  $500,000 to $750,000  through  bridge
financing  (equity or convertible  debentures)  during the second quarter of the
current  fiscal year and a further  $2,000,000 in equity  financing in the third
quarter of the current  fiscal year.  There can be no assurance that the Company
will be successful in these efforts.

PLAN OF OPERATION

Assuming that adequate funding is obtained as described above, the Company plans
to develop a Teach BC model for the British Columbia provincial government and a
Teach Texas model for the State of Texas during the second and third quarters of
the current  fiscal year. The Teach BC model and Teach Texas models are proposed
to make the job  application  process  paperless.  The Company will continue its
efforts to  increase  its  market  share in the U.S.  and to pursue and  develop
strategic partnerships with EAN and ECN.

A number of activities will be combined with those key ones identified  above as
the Company  concentrates  its efforts on achieving  business  objectives  which
include  reaching  profitability.  As described in Item 1.  Business - Marketing
above, the Company will focus on state and provincial governments/ organizations
in its efforts to increase memberships.


                                       9


<PAGE>

Due to a critical shortage of cash, the Company has scaled down its overhead for
fiscal 2002 significantly and requires approximately $750,000 in equity or debt
financing during fiscal 2002, without which it is highly unlikely the Company
will be able to continue as a going concern. It is expected that operating
expense for fiscal 2002 will be approximately $1,000,000.

FORWARD LOOKING STATEMENTS

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


ITEM 7.  FINANCIAL STATEMENTS.

The audited financial  statements of the Company for the fiscal years ended June
30, 2001 and 2000 are attached hereto as pages F-1 to F-14.  Effective  November
30, 2000,  the Company  completed  the  acquisition  of 100% of the  outstanding
common  shares of Columbus  B.C..  As the Columbus  B.C.  shareholders  obtained
effective  control  of the  Company  through  the  exchange  of their  shares of
Columbus B.C. for shares of the Company,  the acquisition has been accounted for
in  these   consolidated   financial   statements  as  a  reverse   acquisition.
Consequently,  the  consolidated  statements  of loss and deficit and cash flows
reflect  the  results  from  operations  and  changes in  financial  position of
Columbus B.C., the legal subsidiary,  since inception combined with those of the
Company, the legal parent, from the date of acquisition on November 30, 2000, in
accordance   with   generally   accepted   accounting   principles  for  reverse
acquisitions.  In addition,  the comparative figures are those of Columbus B.C.,
the legal subsidiary.


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

None.





                                       10


<PAGE>
                                    PART III

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

The following  table sets forth the name,  age, and position of each officer and
director  of the  Company.  No  director  of the  Company has been a director or
officer of a company  registered  under the 1934 Act.  Further,  no directors or
officers,  promoters  or control  persons of the  Company  have in the past five
years been  involved  in any  bankruptcy,  criminal  proceedings  or  securities
infractions.

<TABLE>
<CAPTION>

NAME                        AGE         POSITION

<S>                          <C>        <C>
Dan Collins                  41         President, Chief Executive Officer and Director

Brent Shannon                40         Vice-President, Chief Financial Officer, Corporate Secretary and Treasurer

Mike Sproule                 30         Director of Networks

Vern Berg                    59         Director

Merv Weiss                   57         Director

Wallace Nesbitt              58         Director
</TABLE>


Our  directors  are elected by our  shareholders  and our officers are appointed
annually  by our board of  directors.  Vacancies  in our board are filled by the
board itself.  Set forth below are brief  descriptions of the recent  employment
and business experience of our executive officers and directors.

DAN COLLINS - PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR

Mr. Collins founded Columbus  Communications,  the predecessor to Columbus B.C.,
in January,  1997. He has served as the President and Chief Executive Officer of
Columbus B.C. or its  predecessor  since that time.  Prior to founding  Columbus
Communications, Mr. Collins owned and managed General Business Group, a business
consulting venture.  Mr. Collins is a 1986 graduate of the Business  Development
Program at the British Columbia Institute of Technology.  He served from January
1990 to December  1996 as a Special  Projects  Coordinator  with the  provincial
government's  small business  branch.  He has served as a consultant,  lecturer,
facilitator,   trainer  and  guest  speaker  on  business  development  for  the
provincial and federal governments for a number of years. In 1988, the Honorable
Grace  McCarthy  awarded Mr.  Collins a medal for his  contribution  to business
development  in British  Columbia.  In relation  to the  education  sector,  Mr.
Collins served as school board trustee in School  District No. 28 (Quesnel) from
1994 to 1997 and as a result has in depth  knowledge of school board  operations
including the process of recruiting and hiring teachers.

BRENT SHANNON - VICE PRESIDENT,  CHIEF FINANCIAL OFFICER,  CORPORATE  SECRETARY,
AND TREASURER

Mr.  Shannon  has been the Vice  President  and Chief  Financial  Officer of the
Company  since June 2001 and its  Corporate  Secretary  since August  2001.  Mr.
Shannon  is a  Certified  General  Accountant  (1994)  and holds a  Bachelor  of
Business  Administration  from Simon Fraser University (1989). Over the last two
decades,  Mr. Shannon has served as controller,  chief  financial  officer,  and
chief operating officer for a number of companies in British Columbia.  Prior to
joining  the  Company,  Mr.  Shannon  was Chief  Operating  Officer at Al Stober
Constuction Ltd. of Kelowna,  B.C. from December 1998 to June 2001 and was Chief
Financial  Officer at Acorn Homes Ltd. of Westbank,  B.C.  from November 1996 to
November 1998.



                                       11

<PAGE>

MIKE SPROULE - DIRECTOR OF NETWORKS

Mr.  Sproule has been Mr.  Sproule is a graduate of Wilfrid  Laurier  University
with a Bachelor of Arts in Economic and Political Science (1992). Mr. Spoule has
been  employed in the  position of Director of Networks at Columbus  B.C.  since
November,  1999.  Prior,  from  August 1997 to November  1999,  Mr.  Sproule was
employed by the Community  Futures  Development  Corporation  in the position of
Project Coordinator. He is also a candidate for a Master of Art in International
Studies from the University of Northern British Columbia (2000).  Mr. Sproule is
an entrepreneurial individual who for the past five years has been involved in a
number of businesses  including a neighborhood  pub in Victoria and a consulting
company,  which  assisted  individuals in planning and setting up small business
ventures.

Included in his entrepreneurial  activities, Mr. Sproule has extensive knowledge
in small business  development on the Internet including business planning,  web
design/  maintenance and web site  marketing.  Mr.  Sproule's  efforts have been
recognized  nationally with the receipt of two awards:  the Young Navigator's IT
Entrepreneur  Award (1999) and 2nd  runner-up in the CIBC-ACE  National  Student
Entrepreneur of the Award (1997).

VERN BERG - DIRECTOR

Mr. Berg has been a director of the Company  since  December 2000 and a director
of Columbus  Networks since December 2000. Since September 1999, he has been the
Superintendent  of Schools  School  District #67 (Okanagan  Skaha) in Penticton,
British  Columbia,  and is a  noted  leader  in  human  resources  and  employee
relations.  Prior to this position, Mr. Berg was the Assistant Superintendent of
Schools for School  District #67 from January 1996 to August 1999.  Streamlining
procedures to become more efficient and  cost-effective  while creating the best
possible learning  environment for students has always been the highest priority
in his endeavors.

MERV WEISS - DIRECTOR

Mr. Weiss has been a director of the Company since December 2000, and a director
of  Columbus  Networks  since  December  2000.  Mr.  Weiss is a graduate  of the
Canadian Securities  Institute,  and worked as a securities advisor from 1964 to
1974 in Ontario,  Canada. In 1975, he moved to Kelowna,  British Columbia, where
he has participated in raising funds and arranging financing for several venture
start-up  companies,  as well as oil and gas,  mining and  building  development
throughout British Columbia and Alberta.

WALLACE NESBITT

Mr.  Nesbitt  has been a director  of the  Company  since  June  2001.  He is an
independent financier who has been involved in both private and public companies
for 35 years.  During this time,  he has acted as a financier,  angel  investor,
consultant, director, and founder of public and private companies.

No other  directorships are held by each director in any company with a class of
securities  registered  pursuant to Section 12 of the Securities Exchange Act of
1934 or any company  registered as an investment  company,  under the Investment
Company Act of 1940.

Messrs.  Collins and Weiss may be deemed to be "promoters" and "control persons"
of the Company, as that term in defined in the Securities Act of 1933. There are
no other control persons.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

During the fiscal year ended June 30, 2001, the following  persons were required
to file reports under Section 16(a) of the Securities Exchange Act of 1934:

<TABLE>
<CAPTION>
REPORTING PERSON             DATE REPORT DUE                DATE REPORT FILED

<S>                        <C>                                  <C>
Dan Collins                Form 3 due 12/18/00                  01/25/01

Scott McLean               Form 3 due 12/18/00                  01/25/01

Greg Shannon               Form 3 due 12/18/00                  01/04/01


                                       12


<PAGE>

<CAPTION>
REPORTING PERSON             DATE REPORT DUE                DATE REPORT FILED

<S>                        <C>                                  <C>
Tom Beadman                Form 3 due 12/18/00                  02/06/01

Merv Weiss                 Form 3 due 12/18/00                  10/10/01

Vern Berg                  Form 3 due 12/18/00                  03/30/01
</TABLE>




ITEM 10. EXECUTIVE COMPENSATION.

The following  table sets forth  information  for all persons who have served as
the chief executive  officer of the Company for the last three completed  fiscal
years:
<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE
                                                                     LONG TERM COMPENSATION
                                  ANNUAL COMPENSATION                  AWARDS             PAYOUTS
                                                  OTHER
                                                  ANNUAL      RESTRICT-    SECURITIES
NAME AND                                       COMPENSATION   ED STOCK     UNDERLYING     LTIP         ALL OTHER
PRINCIPAL                   SALARY     BONUS       ($)        AWARD(S)      OPTIONS/     PAYOUTS      COMPENSATION
POSITION            YEAR      ($)       ($)                      ($)        SARS (#)        ($)           ($)
<S>                 <C>      <C>        <C>       <C>            <C>           <C>          <C>          <C>
Dan Collins,        2001     95,000     -0-       95,000         -0-           -0-          -0-           -0-
President (1)<F1>

David St. Clair     2001      -0-       -0-        -0-           -0-           -0-          -0-           -0-
Dunn, President     2000      -0-       -0-        -0-           -0-           -0-          -0-           4,715
(2)<F2>             1999      -0-       -0-        -0-           -0-           -0-          -0-          18,333

David Parsons,      1999      -0-       -0-        -0-           -0-           -0-          -0-           -0-
President (3)<F3>

Ryan Barnard,       1999      -0-       -0-        -0-           -0-           -0-          -0-           -0-
President (4)<F4>   1998      -0-       -0-        -0-           -0-           -0-          -0-           -0-
---------------
<FN>
(1)<F1>  Mr. Collins has been the President since December 8, 2000.
(2)<F2>  Mr. Dunn was the President  from April 7, 1999 to December 8, 2000. The
         amount paid was for geological work.
(3)<F3>  Mr. Parsons was the President from December 18, 1998 to April 7, 1999.
(4)<F4>  Mr. Barnard was the President from April 3, 1998 to December 18, 1998.
</FN>
</TABLE>


STOCK OPTION PLAN

During  the  fiscal  year ended June 30,  1999,  the Board of  Directors  of the
Company adopted a stock option plan, whereby  directors,  officers and employees
of the Company were  granted the right to subscribe  for up to 10% of the issued
and  outstanding  shares  of the  Company  at  prices to be fixed at the time of
grant. Shareholders adopted the plan at a meeting held December 3, 1999.

Options have been granted under this plan as follows:
<TABLE>
<CAPTION>
<S>                                                           <C>
         Granted............................................  425,000
         Exercised..........................................        0
         Cancelled/expired..................................        0
                                                              --------
         Balance, June 30, 2000.............................  425,000
                                                              --------
         Granted............................................        0
         Exercised..........................................        0
         Cancelled/expired..................................  (75,000)
                                                              --------
         Balance, June 30, 2001.............................  350,000
                                                              ========
</TABLE>


                                       13


<PAGE>

PLANS AND OTHER COMPENSATION

The Company paid or accrued  management fees of $35,000,  $57,104 and $55,618 to
Bruce  Manery and Roger  Watts  during the years ended June 30,  2001,  2000 and
1999, respectively.  Messrs. Manery and Watts were officers and directors of the
Company during those years.

No "Long Term  Incentive  Plan" has been  instituted  by the Company and no such
plans are proposed at this time. Accordingly,  there is no LTIP Awards Table set
out in this  registration  statement.  The Company does not have a "Compensation
Committee".

No pension plans or retirement benefit plans have been instituted by the Company
and none are proposed at this time.

In addition to the  foregoing,  officers and  directors are also entitled to the
reimbursement of all reasonable business expenses.


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

The following  table sets forth,  as of July 16, 2001,  the  outstanding  common
stock of the Company owned or of record or beneficially by each person who owned
of record, or was known by the Company to own beneficially,  more than 5% of the
Company's  common  stock,  and the name and  shareholdings  of each  officer and
director and all officers and  directors as a group.


<TABLE>
<CAPTION>
                                                               PERCENTAGE  OF
        NAME                              SHARES OWNED      COMMON STOCK OWNED(1)<F1>

<S>                                         <C>                    <C>
DAN COLLINS(2)<F2> (3)<F3>                  4,256,404              20.4%
100 - 1295 Stevens Road
Kelowna, British Columbia
Canada V1Y 2S9

MERV WEISS (2)<F2>(4)<F4>                   2,386,091              11.4%
Merv-Co Holdings Ltd.
5884C Beach Avenue
Peachland, British Columbia
Canada V0H 1X7

MICHAEL SPROULE                               143,046               0.7%

VERN BERG                                       0                    --

WALLACE NESBITT                                 0                    --

BRENT SHANNON                                   0                    --

ALL OFFICERS & DIRECTORS                    6,785,541              32.5%
AS A GROUP (6 PERSONS)
-----------
<FN>

(1)<F1>  This table is based on 20,859,323 shares of common stock outstanding on
         July 16, 2001. If a person listed on this table has the right to obtain
         additional  shares of common stock within sixty (60) days from July 16,
         2001,  the  additional  shares  are  deemed to be  outstanding  for the
         purpose of computing the percentage of class owned


                                       14


<PAGE>

         by such person, but are not deemed to be outstanding for the purpose of
         computing the percentage of any other person.

(2)<F2>  These individuals are the officers and directors of the Company and may
         be deemed to be "parents" of the Company as that term is defined in the
         rules and regulations promulgated under the federal securities laws.

(3)<F3>  Held of record by the Collins  Family Trust,  of which Mr. Collins is a
         co-trustee.

(4)<F4>  Held of  record  by  Merv-Co  Holdings  Ltd.  of which  Mr.  Weiss is a
         principal.  Includes  2,100,000  shares  purchased  on July 20, 2001 by
         Merv-Co Holdings Ltd.
</FN>
</TABLE>


CHANGES IN CONTROL

We are not aware of any arrangements that may result in a change in control of
the Company.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

During the year ended June 30, 2001, the Company paid or accrued management fees
of $35,000 to officers and directors of the Company.  At June 30, 2001,  $84,417
payable to the  directors  is  included  in  accounts  payable.  The  Company is
disputing this payable.


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

<TABLE>
<CAPTION>
       REGULATION
       S-B NUMBER                  DOCUMENT
<S>                       <C>
          2.1             Share Exchange Agreement dated October 30, 2000 (1)<F1>

          3.1             Articles of Incorporation (2)<F2>

          3.2             Bylaws (2)<F2>

          3.3             Certificate of Amendment to Articles of Incorporation (3)<F3>

          10.1            1999 Stock Option Plan (2)<F2>

           21             Subsidiaries of the Registrant<F2>

---------------
<FN>

(1)<F1>  Incorporated   by  reference  to  the  exhibits  to  the   registrant's
         definitive proxy statement filed November 7, 2000.

(2)<F2>  Incorporated   by  reference  to  the  exhibits  to  the   registrant's
         registration statement on Form 10-SB.

(3)<F3>  Incorporated by reference to the exhibits to the  registrant's  current
         report on Form 8-K dated December 8, 2000.
</FN>
</TABLE>

         No reports on Form 8-K were filed during the last quarter of the
period covered by this report.



                                       15

<PAGE>
                                   SIGNATURES

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

                                        COLUMBUS NETWORKS CORPORATION



Date:  October 19, 2001                 By:/s/ Dan Collins
                                           -------------------------------------
                                           Dan Collins, President

         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
               SIGNATURE                                     TITLE                                   DATE
<S>                                      <C>                                                    <C>
                                         President, Chief Executive Officer and
/s/ Dan Collins                          director (Principal Executive Officer)                 October 19, 2001
------------------------------------                                                            ----------------
Dan Collins
                                         Vice President, Chief Financial Officer,
                                         Corporate Secretary and Treasurer (Principal
/s/ Brent Shannon                        Financial and Accounting Officer)                      October 19, 2001
------------------------------------                                                            ----------------
Brent Shannon


                                         Director
------------------------------------                                                            ----------------
Vern Berg


/s/ Merv Weiss                           Director                                               October 19, 2001
------------------------------------                                                            ----------------
Merv Weiss



                                         Director
------------------------------------                                                            ----------------
Wallace Nesbitt

</TABLE>




                                       16

<PAGE>











                      CONSOLIDATED FINANCIAL STATEMENTS OF

                          COLUMBUS NETWORKS CORPORATION

                        (A DEVELOPMENT STAGE ENTERPRISE)

                            YEAR ENDED JUNE 30, 2001











                                      F-1
<PAGE>











AUDITORS' REPORT TO THE STOCKHOLDERS


We have audited the consolidated balance sheets of Columbus Networks Corporation
(a  development  stage  enterprise)  as at  June  30,  2001  and  2000  and  the
consolidated  statements of operations,  stockholders'  (deficiency)  equity and
comprehensive  loss and cash flows for the years then ended.  These consolidated
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above, present
fairly, in all material  respects,  the financial  position of the Company as at
June 30, 2001 and 2000 and the results of its  operations and its cash flows for
the years then ended in accordance with accounting principles generally accepted
in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in note 2(a) to
the  consolidated  financial  statements,  the  Company  has a  working  capital
deficiency  of $629,808 as at June 30, 2001 and has  suffered  recurring  losses
from operations that raise  substantial doubt about its ability to continue as a
going concern.  Management's plans in regard to these matters are also discussed
in  note  2(a).  The  consolidated  financial  statements  do  not  include  any
adjustments that might result from the outcome of this uncertainty.



SIGNED "KPMG LLP"

Chartered Accountants



Kelowna, Canada

September 5, 2001





                                      F-2

<PAGE>


COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
Consolidated Balance Sheet

June 30, 2001 and June 30, 2000

$ United States
<TABLE>
<CAPTION>
                                                                                              2001            2000
ASSETS
Current assets
<S>                                                                                       <C>              <C>
    Cash                                                                                  $         -      $  31,986
    Accounts receivable (net of allowance for doubtful accounts of $nil (2000 - $nil))         92,412          7,239
    Receivable from directors (note 4)                                                         20,131              -
    Prepaid expenses and deposits                                                              15,378          5,825
                                                                                          ------------     ----------
                                                                                              127,921         45,050

Fixed assets (note 5)                                                                         112,952         51,271

Website development (note 6)                                                                   25,797         19,790
                                                                                          ------------     ----------
                                                                                          $   266,670      $ 116,111
                                                                                          ============     ==========

LIABILITIES AND STOCKHOLDERS' (DEFICIENCY) EQUITY
Current liabilities
    Cheques issued in excess of funds on deposit                                          $     7,084      $       -
    Accounts payable and accrued liabilities                                                  254,794         34,459
    Unearned revenue                                                                          153,969         25,115
    Debt (note 7)                                                                              80,165              -
    Loans payable (note 8)                                                                     77,939              -
    Payable to directors                                                                            -            825
    Convertible promissory notes (note 9)                                                     183,778              -
                                                                                          ------------     ----------
                                                                                              757,729         60,399

Stockholders' (deficiency) equity
    Capital stock (note 10)
         1,000,000 preferred shares with a par value of $0.01 per share authorized
        50,000,000 common shares with a par value of $0.001 per share authorized,
                   20,859,323 issued (June 30, 2000 - 10,556,773)                              20,859         10,557
    Additional paid in capital                                                                641,033        282,621
    Subscription for shares (note 10 (b))                                                     250,000          1,689
    Deficit accumulated during the development stage                                       (1,407,428)      (241,191)
    Accumulated other comprehensive income:
      Cumulative translation adjustment                                                         4,477          2,036
                                                                                          ------------     ----------
                                                                                             (491,059)        55,712
Commitments (note 11)
Contingency (note 12)
Subsequent events (note 13)
                                                                                          ------------     ----------
                                                                                          $   266,670      $ 116,111
                                                                                          ============     ==========

Approved by the Board:

                                               , Director
-----------------------------------------------

                                               , Director
-----------------------------------------------
</TABLE>




                             F-3

<PAGE>


COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
Consolidated Statements of Operations

Years ended June 30, 2001 and 2000

$ United States
<TABLE>
<CAPTION>
                                                                                                         Predecessor
                                                                                                            Business
                                                                                                        (NOTE 2 (B))
                                                                                                     ---------------
                                              From Inception                                             Period from
                                             (March 3, 1999)                                         July 1, 1999 to
                                                 to June 30,                                            December 15,
                                                        2001              2001                2000              1999
                                                ------------      ------------          ----------         ---------
<S>                                             <C>               <C>                   <C>                <C>
Fee revenue                                     $   155,535       $   117,384           $  38,151          $  53,850
Interest and other income                             2,352               556               1,796                  -
                                                ------------      ------------          ----------         ---------
                                                    157,887           117,940              39,947             53,850

Expenses
     Advertising and promotion                       56,026            38,746              17,280                893
     Amortization - fixed assets                     34,054            28,846               5,208              1,071
     Amortization - website development              31,082            30,596                 486                  -
     Automotive                                      56,537            46,729               9,808              5,727
     Bank charges                                     3,202             2,436                 766                125
     Consulting                                      87,058            87,058                   -                  -
     Conferences                                     73,135            65,229               7,906                  -
     Exchange gain                                  (1,713)           (1,713)                   -                  -
     Inducement fee                                  18,996                 -              18,996                  -
     Insurance                                        1,224                 -               1,224                  -
     Interest                                        29,500            29,500                   -                  -
     Internet fees                                   44,737            29,499              15,238                884
     Licences, fees and dues                          4,318             1,269               3,049                  -
     Office                                          99,098            90,454               8,644              2,039
     Professional fees                              177,539           158,681              18,858                733
     Rent                                            44,745            32,275              12,470              2,088
     Repairs and maintenance                          6,221             4,609               1,612                  -
     Telephone                                       30,597            25,548               5,049              2,697
     Training                                         1,022                 -               1,022                  -
     Travel                                          85,542            71,676              13,866              2,090
     Wages and benefits                             679,837           542,739             137,098                  -
     Website development                              2,558                 -               2,558             16,488
                                                ------------      ------------          ----------         ---------
                                                  1,565,315         1,284,177             281,138             34,835
                                                ------------      ------------          ----------         ---------


(Loss) net income                               $(1,407,428)      $(1,166,237)          $(241,191)         $  19,015
                                                ============      ============          ==========         =========

Weighted average number of shares,
  basic and diluted                               9,450,919        16,650,379           4,032,768          7,867,514

(Loss) earnings per share, basic and diluted    $     (0.15)      $     (0.07)          $   (0.06)         $    0.00
                                                ============      ============          ==========         =========
</TABLE>


                                      F-4

<PAGE>


COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
Consolidated Statement of Stockholders' (Deficiency) Equity
and Comprehensive Loss

Years ended June 30, 2001 and 2000

$ United States
<TABLE>
<CAPTION>

                                                                                              Deficit
                                         Capital stock                                    Accumulated    Accumulated           Total
                                                             Additional                    During the          Other   Stockholders'
                                         Common shares          Paid in   Subscription    Development  Comprehensive          Equity
                                       Number       Amount      Capital     for shares          Stage         Income    (Deficiency)
<S>                                <C>             <C>       <C>            <C>          <C>                  <C>       <C>
Shares issued for
  acquisition of assets
  on December 15, 1999              7,867,514      $ 7,868   $  (7,866)     $       -    $         -          $    -    $         2
Shares issued for cash
  on January 28, 2000               2,574,822        2,575     301,355              -              -               -        303,930
Shares issued for cash
  on June 16, 2000                    114,437          114      13,394              -              -               -         13,508
Subscription for shares                     -            -           -          1,689              -               -          1,689
Share issue costs                           -            -     (24,262)             -              -               -        (24,262)
                                   ----------      -------   ----------     ----------   ------------         ------    ------------
                                   10,556,773       10,557     282,621          1,689              -               -        294,867
Comprehensive loss
  Loss                                      -            -           -              -       (241,191)              -       (241,191)
  Foreign currency
    translation adjustment                  -            -           -              -              -           2,036          2,036
                                   ----------      -------   ----------     ----------   ------------         ------    ------------
                                                                                                                           (239,155)
                                   ----------      -------   ----------     ----------   ------------         ------    ------------
Balance, June 30, 2000             10,556,773       10,557     282,621          1,689       (241,191)          2,036         55,712

Shares issued for acquisition
  of assets (note 10 (a))             143,046          143      16,678              -              -               -         16,821
Shares issued upon conversion
  of share subscriptions
    (note 10 (a))                      14,305           14       1,675         (1,689)             -               -              -
Shares issued for cash
  (note 10 (a))                       812,214          812      94,695              -              -               -         95,507
Shares issued for services
  (note 10 (a))                       429,137          429      50,035              -              -               -         50,464
Shares issued for services
  (note 10 (a))                     3,000,000        3,000     349,784              -              -               -        352,784
Share issue costs                           -                 (404,507)             -              -               -       (404,507)
Shares held by Golden River
  shareholders prior to
  recapitalization transaction
  (note 3)                          5,903,848        5,904     176,152              -              -               -        182,056
Subscription for shares
  (note 10 (b))                             -            -           -        250,000              -               -        250,000
Warrants granted to share
  subscribers (note 10(b))                  -            -      44,400              -              -               -         44,400
Warrants issued as discount
  on loans payable (note 8)                 -            -      29,500              -              -               -         29,500
                                   ----------      -------   ----------     ----------   ------------         ------    ------------
                                   20,859,323       20,859     641,033        250,000       (241,191)          2,036        672,737
Comprehensive loss
 Loss                                       -            -           -              -     (1,166,237)              -     (1,166,237)
 Foreign currency translation
    adjustment                              -            -           -              -              -           2,441          2,441
                                   ----------      -------   ----------     ----------   ------------         ------    ------------
                                                                                                                         (1,163,796)
                                   ----------      -------   ----------     ----------   ------------         ------    ------------
Balance, June 30, 2001             20,859,323      $20,859   $ 641,033      $ 250,000    $(1,407,428)         $4,477    $  (491,059)
                                   ==========      =======   ==========     ==========   ============         ======    ============
</TABLE>



                                      F-5


<PAGE>


COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
Consolidated Statements of Cash Flows

Years ended June 30, 2001 and 2000

$ United States
<TABLE>
<CAPTION>
                                                                                                            Predecessor
                                                                                                               Business
                                                                                                           (NOTE 2 (B))
                                                                                                        ---------------
                                                     From Inception                                         Period from
                                                    (March 3, 1999)                                     July 1, 1999 to
                                                        to June 30,                                        December 15,
                                                               2001             2001           2000                1999

<S>                                                    <C>              <C>              <C>                  <C>
(Loss) net income                                      $(1,407,428)     $(1,166,237)     $(241,191)           $ 19,015
Non-cash items:
     Amortization                                           65,136           59,442          5,694               1,071
     Warrants issued as discount on loans payable           29,500           29,500              -                   -
Accounts receivable                                        (92,412)         (85,173)        (7,239)              4,545
Prepaid expenses and deposits                               37,818           43,643         (5,825)                  -
Accounts payable and accrued liabilities                   124,089           89,630         34,459                (295)
Unearned revenue                                           153,969          128,854         25,115              (9,501)
                                                       ------------     ------------     ----------           ---------
                                                        (1,089,328)        (900,341)      (188,987)             14,835
Financing activities:
     Increase (decrease) in payable to directors                 -             (825)           825                   -
     Issuance of common shares                             302,115           88,184        213,931                   -
     Subscriptions for shares                              330,934          250,000         80,934                   -
     Increase in debt                                       19,815           19,815              -                   -
     Increase in loans payable                              77,939           77,939              -                   -
     Issuance of convertible promissory notes              183,778          183,778              -                   -
     Partners' draws                                             -                -              -              (4,614)
     Bank indebtedness                                           -                -              -                (364)
     Cheques issued in excess of funds on deposit            7,084            7,084              -                   -
                                                       ------------     ------------     ----------           ---------
                                                           921,665          625,975        295,690              (4,978)
Investing activities:
     Business combination (note 3)                         362,632          362,632              -                   -
     Increase in receivable from directors                 (20,131)         (20,131)             -                   -
     Purchase of fixed assets                             (139,527)         (82,780)       (56,477)             (9,857)
     Website development costs capitalized                 (40,058)         (19,782)       (20,276)                  -
                                                       ------------     ------------     ----------           ---------
                                                           163,186          239,939        (76,753)             (9,857)

Effect of change in exchange rates on cash balances          4,477            2,441          2,036                   -
                                                       ------------     ------------     ----------           ---------
Increase (decrease) in cash                                      -          (31,986)        31,986                   -

Cash, beginning of period                                        -           31,986              -                   -
                                                       ------------     ------------     ----------           ---------
Cash, end of period                                    $         -      $         -      $  31,986            $      -
                                                       ============     =============    ==========           =========


Supplementary Information:
    Interest paid                                      $         -      $         -      $       -            $      -
    Income taxes paid                                            -                -              -                   -

Non-cash financing and investing activities:
    Common shares issued for fixed assets                        2                -              2                   -
    Common shares issued for website                        16,821           16,821              -                   -
    Common shares issued for share subscriptions             1,689            1,689              -                   -
    Common shares issued for recapitalization services      50,464           50,464              -                   -
    Common shares issued for services                      352,784          352,784              -                   -
    Common shares issued for business combination         (180,576)        (180,576)             -                   -
    Warrants issued as discount on loans payable            29,500           29,500              -                   -
    Warrants issued to share subscribers                    44,400           44,400              -                   -
                                                       ============     ============     ==========           =========
</TABLE>




                                      F-6


<PAGE>


COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

Years ended June 30, 2001 and 2000

$ United States

--------------------------------------------------------------------------------

1.       NATURE OF OPERATIONS:

         Columbus Networks  Corporation  ("the Company"),  formerly Golden River
         Resources Inc.  ("Golden  River"),  was  incorporated  on June 17, 1997
         under  the  laws of the  State of  Nevada  and its  principal  business
         activity  is  developing  electronic   recruitment  websites  including
         educationcanada.com,   educationamerica.net   and  globalesl.net.   The
         Company  earns  subscription  fees paid by the  employers  that use the
         websites  to recruit  teaching  professionals.  Prior to the  Company's
         business combination effective November 30, 2000 with Columbus Networks
         Corporation  ("Columbus  B.C.")  (note 2(b) and 3), a British  Columbia
         company,  the Company was a shell company that was actively pursuing an
         operating company.

2.       ACCOUNTING POLICIES:

         (a)   Going concern

               These  financial  statements  have  been  prepared  on the  going
               concern  basis,  which  assumes  the  realization  of assets  and
               liquidation of liabilities  and  commitments in the normal course
               of  business.  As at June 30,  2001,  the  Company  had a working
               capital  deficiency of $629,808,  a deficit of $1,407,428 and has
               suffered recurring losses from operations. The application of the
               going concern  concept is dependent on the  Company's  ability to
               generate  future  profitable  operations  and  receive  continued
               financial  support  from its  shareholders  and other  investors.
               These consolidated financial statements do not give effect to any
               adjustments  should the  Company be unable to continue as a going
               concern  and,  therefore,  be  required to realize its assets and
               discharge  its  liabilities  in other than the  normal  course of
               business  and at amounts  differing  from those  reflected in the
               consolidated  financial  statements.  Management  plans to pursue
               debt and  equity  (notes 12 (a) and 12(e))  financing  to support
               operations until the renewal period for  educationcanada.com  and
               the commencement of billing  subscribers of  educationamerica.net
               anticipated  to occur  during the second  quarter of fiscal 2002.
               Management  believes  these plans will be  sufficient to meet the
               Company's liabilities and commitments as they become payable over
               the  next  twelve   months.   There  can  be  no  assurance  that
               management's   plans  will  be  successful.   Failure  to  obtain
               sufficient working capital from operations and external financing
               will cause the Company to curtail operations.

         (b)   Basis of presentation

               The consolidated financial statements include the accounts of the
               Company  and  its  wholly  owned  subsidiaries.  All  significant
               intercompany  balances  and  transactions  have been  eliminated.

               Effective  November 30, 2000,  the Company  acquired  100% of the
               outstanding common shares of Columbus B.C. As the shareholders of
               Columbus  B.C.  obtained  control  of  the  Company  through  the
               exchange  of their  shares of  Columbus  B.C.  for  shares of the
               Company,  the  acquisition of Columbus B.C has been accounted for
               in these consolidated  financial statements as a recapitalization
               of Columbus B.C.  effectively  representing an issuance of shares
               by Columbus B.C. for the net assets of the Company. Consequently,
               the   consolidated   statements  of   operations,   stockholders'
               (deficiency) equity and comprehensive loss and cash flows reflect
               the results from  operations  and cash flows of Columbus B.C, the
               legal subsidiary,  for the period from its incorporation on March
               3, 1999 to June 30, 2001 combined with those of the Company,  the
               legal  parent,   from  November  30,  2000,  in  accordance  with
               accounting  principles generally accepted in the United States of
               America.

               In accordance  with the rules and  regulations  of the Securities
               and  Exchange   Commission,   a  predecessor  entity's  financial
               statements  are  required  to  be  presented  in  specified  U.S.
               Securities filing documents.  Accordingly,  the amounts presented
               for  the  period  July  1,  1999  to  December  15,  1999  in the
               statements  of  operations  and  cash  flows  are  those  of  the
               predecessor  partnership  to Columbus  B.C.  Columbus B.C. had no
               active operations from it's date of incorporation, March 3, 1999,
               to  December  15,  1999 when the  operations  of the  predecessor
               entity were transferred into Columbus B.C.


                                      F-7


<PAGE>

COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

Years ended June 30, 2001 and 2000

$ United States

--------------------------------------------------------------------------------

2.       ACCOUNTING POLICIES (CONTINUED):

         (b)   Basis of presentation (continued)

               The  continuity  of the number of common  shares of Columbus B.C.
               and its  predecessor  entity  have been  adjusted  to reflect the
               conversion  of the shares  into  shares of the  Company as if the
               acquisition occurred on July 1, 1999.

         (c)   Translation of financial statements

               The Company's  functional  currency is the United States  dollar.
               The Company's  subsidiary,  Columbus B.C., operates in Canada and
               its operations are conducted in Canadian currency.  However,  its
               functional  currency  has been  determined  to be  United  States
               dollars as Columbus  B.C. is a direct and  integral  component of
               the  Company's  operations.   The  method  applied  to  translate
               Columbus B.C. is as follows:

               i)    Monetary  assets and liabilities are translated at the rate
                     of exchange in effect at the balance sheet date, being U.S.
                     $1.00 per Cdn.  $1.5140  (June 30,  2000,  US $1.00 per CDN
                     $1.4806).

               ii)   Non-monetary  assets and  liabilities are translated at the
                     rate of  exchange  in  effect  at the date the  transaction
                     occurred.

               iii)  Revenue and expenses are translated at the exchange rate in
                     effect  at the  transaction  date.

               iv)   The net adjustment arising from the translation is included
                     in the consolidated statement of operations.

               To December 31, 2000,  the  functional  currency of Columbus B.C.
               was the  Canadian  dollar.  Accordingly,  the net  adjustment  to
               December  31,  2000  arising  from the  translation,  aggregating
               $4,477,  was recorded in a separate  component  of  stockholders'
               deficiency called  "cumulative  translation  adjustment" which is
               included in "accumulated other comprehensive income".

         (d)   Use of estimates

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

         (e)   Loss per share

               Basic  loss per share  has been  calculated  using  the  weighted
               average  number of shares  outstanding  during  the  period.  The
               dilutive  effect of outstanding  warrants (notes 8, 10 (b) and 10
               (d)) and stock options  (note 10 (c)) has not been  calculated as
               their  effect on loss per  share  would be  antidilutive.  As the
               Company has a loss for the years ended June 30, 2001 and 2000 and
               the period from inception (March 3, 1999) to June 30, 2001, basic
               and  diluted  loss per  share are the  same.  Basic  and  diluted
               earnings  per share are also the same for the period July 1, 1999
               to December 15, 1999 of the  predecessor  business as no dilutive
               potential common shares existed during that period.


                                      F-8


<PAGE>

COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

Years ended June 30, 2001 and 2000

$ United States

--------------------------------------------------------------------------------

2.       ACCOUNTING POLICIES (CONTINUED):

         (f)   Fixed assets

               Fixed assets are recorded at cost.  The carrying  values of fixed
               assets are reviewed on a regular basis for the existence of facts
               and  circumstances,  both  internally  and  externally,  that may
               suggest  impairment.  The  assessment  for  impairment is made by
               comparing the estimated  future cash flows to the carrying  value
               of the asset and  recording a provision  to the extent there is a
               deficiency.  To date,  no such  impairment  has  been  indicated.
               Amortization  is provided using the  straight-line  method at the
               annual rates set out in note 5.

         (g)   Website development

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

         (h)   Revenue recognition

               Revenue  earned  in  connection  with  website  subscriptions  is
               recognized over the term of the subscription. Revenue received in
               advance of reaching the recognition point is recorded as unearned
               revenue.

         (i)   Income taxes

               Income  taxes are  accounted  for  under the asset and  liability
               method.  Deferred tax assets and  liabilities  are recognized for
               the future tax consequences  attributable to differences  between
               the financial  statement  carrying amounts of existing assets and
               liabilities  and their  respective  tax bases and operating  loss
               carryforwards.  Deferred tax assets and  liabilities are measured
               using  enacted tax rates  expected to apply to taxable  income in
               the years in which those temporary differences are expected to be
               recovered  or  settled.  The  effect on  deferred  tax assets and
               liabilities  of a change in tax rates is  recognized in income in
               the period  that  includes  the  enactment  date.  When it is not
               considered  to be more likely than not that a deferred  tax asset
               will be  realized,  a valuation  allowance  is  provided  for the
               excess.  Although the Company has consolidated loss carryforwards
               of approximately  $1,400,000, no amount has been reflected on the
               balance  sheet for deferred  income taxes as the deferred  income
               tax asset has been fully offset by a valuation allowance.

         (j)   Financial instruments

               The fair values of cash,  accounts  receivable,  receivable  from
               directors, accounts payable and accrued liabilities,  debt, loans
               payable,  and  convertible  promissory  notes  approximate  their
               carrying  values due to the relatively  short periods to maturity
               of these  instruments.  The maximum  credit risk exposure for all
               financial assets is the carrying amount of that asset.

         (k)   Derivatives

               In June,  1998, the Financial  Accounting  Standards Board issued
               SFAS No. 133, "Accounting for Derivative  Instruments and Hedging
               Activities." Generally,  this standard requires derivatives to be
               recognized  at market value with changes in the market  values to
               be recorded in income or, where appropriate,  as hedges are to be
               recognized  at  the  same  time  as the  underlying  transaction.
               Adoption of this standard in the year ended June 30, 2001 did not
               materially   impact  the  Company's   results  of  operations  or
               financial  position as, to date, the Company has not entered into
               any derivative instruments.


                                      F-9


<PAGE>

COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

Years ended June 30, 2001 and 2000

$ United States

--------------------------------------------------------------------------------

2.       ACCOUNTING POLICIES (CONTINUED):

         (l)   Stock option plan

               The Company has adopted a stock  option plan  whereby  directors,
               officers, consultants and employees of the Company can be granted
               the  right  to  subscribe  for  up  to  10%  of  the  issued  and
               outstanding shares of the Company. Options issued pursuant to the
               plan have a vesting  period of three  months,  expire  five years
               from the  date of issue  and  have  exercise  prices  equal to or
               greater than the fair market value of the Company's  common stock
               at the date of grant.

               The Company  applies APB Opinion No. 25 in  accounting  for stock
               options  granted  to  employees  whereby   compensation  cost  is
               recorded  only to the extent  that the market  price  exceeds the
               exercise  price  at  the  date  of  grant  and,  accordingly,  no
               compensation  cost  will be  recognized  for its  employee  stock
               options  in  the  financial   statements.   Options   granted  to
               non-employees  are  accounted for at their fair value at the date
               of grant.

3.       BUSINESS RECAPITALIZATION:

         Effective  November 30, 2000, the Company and Columbus  B.C.,  executed
         their share exchange  agreement.  The Company issued  14,955,475 common
         shares to the shareholders of Columbus B.C. in consideration for all of
         the issued and outstanding  common shares of Columbus B.C. on the basis
         of  1.4305  common  shares  of the  Company  for each  common  share of
         Columbus B.C.  Prior to its  acquisition  of Columbus B.C., the Company
         had no substantial  operations.  As the former shareholders of Columbus
         B.C.  obtained control of the Company through the share exchange,  this
         transaction  was  accounted  for in  these  financial  statements  as a
         recapitalization of Columbus B.C. effectively  representing an issuance
         of shares by Columbus B.C. for the net tangible  assets of the Company.
         The historical  financial  statements reflect the results of operations
         of Columbus B.C. from the date of its  incorporation  on March 3, 1999,
         consolidated with those of the Company from November 30, 2000.

         Equity  financing  was raised by the Company prior to November 30, 2000
         in anticipation of the  recapitalization  transaction.  $200,000 of the
         proceeds from this financing was advanced to Columbus B.C. prior to the
         recapitalization   transaction.   The  advance  was   eliminated   upon
         consolidation of the companies.

         The acquisition details are as follows:

         Net assets acquired

<TABLE>
<CAPTION>

<S>                                                              <C>
         Cash                                                    $ 162,632
         Prepaid expenses                                            2,732
         Due from Columbus B.C.                                    200,000
         Fixed assets                                                7,747
         Accounts payable and accrued liabilities                 (130,705)
         Debt                                                      (60,350)
                                                                 ----------
                                                                 $ 182,056
                                                                 ==========
 Consideration given for net assets acquired
    14,955,475 common shares issued                              $ 182,056
                                                                 ==========
</TABLE>


                                      F-10


<PAGE>


COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

Years ended June 30, 2001 and 2000

$ United States
--------------------------------------------------------------------------------


4.       RECEIVABLE FROM DIRECTORS:

         The receivable from directors does not bear interest,  is unsecured and
         is repayable on demand.

5.       FIXED ASSETS:

<TABLE>
<CAPTION>
                                                                                    Accumulated         Net Book
       2001                                         Rate           Cost            Amortization            Value
<S>                                                  <C>           <C>                  <C>             <C>
       Office furniture and equipment                20%           $ 63,567             $ 9,511         $ 54,056
       Computer equipment                            33%             68,029              20,023           48,006
       Computer software                             33%             12,247               3,703            8,544
       Leasehold improvements                        20%              3,163                 817            2,346
                                                                   --------             -------         --------
                                                                   $147,006             $34,054         $112,952
                                                                   ========             =======         ========
</TABLE>


<TABLE>
<CAPTION>
                                                                                    Accumulated         Net Book
       2000                                         Rate           Cost            Amortization            Value
<S>                                                  <C>           <C>                   <C>             <C>
       Office furniture and equipment                20%           $12,025               $  801          $11,224
       Computer equipment                            33%            33,619                3,495           30,124
       Computer software                             33%             7,213                  701            6,512
       Leasehold improvements                        20%             3,622                  211            3,411
                                                                   -------               ------          -------
                                                                   $56,479               $5,208          $51,271
                                                                   =======               ======          =======
</TABLE>

6.       WEBSITE DEVELOPMENT:

<TABLE>
<CAPTION>
                                              2001          2000

<S>                                        <C>           <C>
         Capitalized costs                 $56,879       $20,276
         Accumulated amortization           31,082           486
                                           -------       -------
                                           $25,797       $19,790
                                           =======       =======
</TABLE>


7.     DEBT:

         Debt  represents  advances  made to the  Company by  shareholders  who,
         individually,  own  less  than  5% of  the  outstanding  shares  of the
         Company.  The  advances  do not bear  interest,  have no fixed terms of
         repayment, are unsecured and are not pursuant to a written agreement.


                                      F-11


<PAGE>


COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

Years ended June 30, 2001 and 2000

$ United States
--------------------------------------------------------------------------------

8.       LOANS PAYABLE:

         Loans payable are  unsecured.  $46,235 of the loans payable do not bear
         interest,  have no fixed terms of repayment and were repaid  subsequent
         to June 30, 2001. The remaining  $31,704 bears monthly  interest of 10%
         and is due on demand.  $15,192 of this amount was repaid  subsequent to
         June 30, 2001.  The remaining  balance was converted into common shares
         subsequent to June 30, 2001 (Note 12(b)).

         As  consideration  for advancing the loans, the Company granted 150,000
         common share purchase  warrants which expire on March 28, 2003.  75,000
         of the common share purchase warrants entitle the holder of each common
         share  purchase  warrant to purchase  one share of common  stock of the
         Company  at a price of $0.40 per share.  The  remaining  75,000  common
         share  purchase  warrants  entitle  the holder,  of each  common  share
         purchase warrant,  to purchase one share of common stock of the Company
         at a price of $0.60 per share.

         Accordingly,  interest expense of $29,500,  being the fair value of the
         warrants  granted,  has been included in the  determination of the loss
         for the period.  The fair value of the warrants  granted was determined
         using the Black Scholes method using the two year life of the warrants,
         volatility  factor  of 198%,  risk  free  rate of 5.5%  and no  assumed
         dividend rate.

9.       CONVERTIBLE PROMISSORY NOTES:

         The convertible  promissory notes are unsecured,  non-interest  bearing
         and  repayable  on or before  December  31,  2001.  The notes will bear
         interest at 10% per annum commencing  January 1, 2002 if unpaid. At the
         option of the  holders,  the notes can be  converted to common stock of
         the  Company at a price of $0.50 per share.  The notes do not contain a
         beneficial  conversion  feature  as  they  are  convertible  at a price
         greater  than the market  price of the  Company's  common  stock at the
         commitment date. Notes totaling $33,025 are owing to shareholders  who,
         individually,  own  less  than  5% of  the  outstanding  shares  of the
         Company.

10.      CAPITAL STOCK:

         a)    During the year ended June 30,  2001,  Columbus  B.C.  issued the
               following common shares:

               i)    143,046 (100,000 prior to the business  combination) shares
                     on August 30, 2000 at $0.12 per share in  exchange  for the
                     ownership of a website and  associated  domain  names.  The
                     fair  value  of the  shares  issued,  aggregating  $16,821,
                     approximated  the fair  value of the assets  acquired.

               ii)   14,305 (10,000 prior to the business combination) shares on
                     July 19, 2000 at $0.12 per share for stock subscriptions of
                     $1,689  received  prior  to June  30,  2000.

               iii)  812,214  (567,800  at Cdn  $0.25  (US  $0.17)  prior to the
                     business  combination) shares from July 10, 2000 to October
                     20,  2000 at an  average  of $0.12 per share for  aggregate
                     cash proceeds of $95,507.

               iv)   429,137 (300,000 prior to the business  combination) shares
                     on October 10,  2000 at $0.12 per share for  services to be
                     performed. The fair value of the shares issued, aggregating
                     $50,464,  approximates the fair value of the services to be
                     received.

               v)    3,000,000  (2,097,232  prior to the  business  combination)
                     shares  on  November  30,  2000  at  $0.12  per  share  for
                     brokerage  fees  related to the  business  recapitalization
                     described  in note 3. The fair value of the shares  issued,
                     aggregating  $352,784,  approximating the fair value of the
                     brokerage services received,  has been recorded as a charge
                     to additional paid in capital.


                                      F-12

/

<PAGE>


COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

Years ended June 30, 2001 and 2000

$ United States

--------------------------------------------------------------------------------

10.      CAPITAL STOCK (CONTINUED):

         b)    During the year ended June 30,  2001,  the  directors  approved a
               private  placement  to sell up to  3,000,000  units at $0.25  per
               unit.  Each unit  consists  of one share of common  stock and one
               common share  purchase  warrant.  Each two common share  purchase
               warrants entitle the holder to purchase one share of common stock
               at a price of $0.50 per share for a period of six months from the
               date of  issuance.  On February  21,  2001,  the  Company  issued
               1,000,000 units for cash proceeds of $250,000. Accordingly, share
               issue  costs of  $44,000,  being the fair  value of the  warrants
               granted,  has been  recorded  in the  consolidated  statement  of
               stockholders'  (deficiency)  equity and  comprehensive  loss. The
               fair value of the warrants granted was determined using the Black
               Scholes  method  using  the  six  month  life  of  the  warrants,
               volatility  factor of 198%, risk free rate of 5.5% and no assumed
               dividend  rate.  These  warrants  expired  subsequent to year end
               without being exercised.

         c)    As disclosed in note 2(b), these financial statements reflect the
               results of the Company,  the legal parent, from November 30, 2000
               to June 30, 2001.  Prior to November 30, 2000 the Company granted
               the following common share stock options:

<TABLE>
<CAPTION>
                                        Price per      Outstanding                                       Outstanding
           Expiry date                      share    June 30, 2000            Issued      Exercised    June 30, 2001

<S>                                         <C>            <C>               <C>           <C>               <C>
           September 23, 2004               $0.40          362,500               -         (75,000)          287,500
           May 31, 2005                     $0.40           62,500               -              -             62,500
                                                           -------           -------       --------          -------
                                                           425,000               -         (75,000)          350,000
                                                           =======           =======       ========          =======
</TABLE>

<TABLE>
<CAPTION>
                                        Price per      Outstanding                                       Outstanding
           Expiry date                      share    June 30, 1999            Issued      Exercised    June 30, 2000
<S>                                         <C>            <C>               <C>           <C>               <C>
           September 23, 2004               $0.40              -             362,500            -            362,500
           May 31, 2005                     $0.40              -              62,500            -             62,500
                                                           -------           -------       --------          -------
                                                               -             425,000            -            425,000
                                                           =======           =======       ========          =======
</TABLE>


         d)    Also  prior  to  November  30,  2000,  the  Company  granted  the
               following fully vested common share purchase warrants:

<TABLE>
<CAPTION>

                                        Price per      Outstanding                                       Outstanding
           Expiry date                      share    June 30, 2000            Issued      Exercised    June 30, 2001
<S>                                         <C>            <C>             <C>             <C>             <C>
           November 30, 2001                $0.40              -           1,151,250            -          1,151,250
           December 14, 2001                $0.40              -              53,750            -             53,750
                                                           -------         ---------       --------        ---------
                                                               -           1,205,000            -          1,205,000
                                                           =======         =========       ========        =========
</TABLE>



                                      F-13


<PAGE>


COLUMBUS NETWORKS CORPORATION
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

Years ended June 30, 2001 and 2000

$ United States

--------------------------------------------------------------------------------

11.      COMMITMENTS:

         The Company is committed to annual lease payments  under  equipment and
         premises leases for the next five years as follows:

           2002                                                    $46,884
           2003                                                     35,898
           2004                                                     30,347
           2005                                                     30,074
           2006                                                     28,174

12.    CONTINGENCY:

         Included  in  accounts  payable  and  accrued  liabilities  are amounts
         totaling   approximately   $75,000   which  the  Company  is  currently
         disputing.

13.    SUBSEQUENT EVENTS:

         Subsequent to June 30, 2001, the Company:

         a)    received  $200,000 for the sale of  1,000,000  units at $0.20 per
               unit.  Each unit  consists  of one share of common  stock and one
               common share purchase  warrant.  Each warrant entitles the holder
               to  purchase  one share of  common  stock at a price of $0.25 per
               share for a period of two years from date of issuance.

         b)    converted  $16,513 of the loans  payable into  subscriptions  for
               100,000 common shares.

         c)    converted  $4,624 of  accounts  payable  into  subscriptions  for
               28,000 common shares.

         d)    converted  $19,815  of the debt into  subscriptions  for  120,000
               common shares.

         e)    entered  into a new premise  lease  agreement.  The annual  lease
               commitments  over the next five years are included in the amounts
               in note 11.

               In conjunction with the new premise lease agreement,  the Company
               received  cash in the amount of  $227,873  for  1,380,000  common
               shares  at $0.17  per  share.  The  proceeds  were used to prepay
               leasehold  improvements on the new premises of $66,050 and prepay
               rent of $56,143.  The remaining proceeds of $105,680 will be used
               to fund operations.





                                      F-14