---

---

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-KSB



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

For the Fiscal Year Ended December 31, 2000



OR



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

For the transition period from __________ to __________



Commission File Number: 0-28311

_________________________



NET MASTER CONSULTANTS, INC.



|Texas
(State or other jurisdiction of
incorporation or organization)                                  | 76-027334
(I.R.S. Employer Identification No.)
|----------------------------------------------------------------------------------------------------- | ----------------------------------------------
|                                                                                                      |                                               
|c/o 1001 Pennsylvania Avenue, N.W.,
6th Floor
Washington, DC
(Address of principal executive offices) | 20004
(Zip Code)                              

(604) 602-1717
(Issuer's telephone number, including area code)

_________________________



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

Securities registered under Section 12(g) of the Act: Common
Stock, no par value



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



Check if there is no disclosure of delinquent filers pursuant
to Item 405 of Regulation S-B is not contained in this form, and no disclosure
will be contained, to the best of the 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.
   $0



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 December 31, 2000.   $2,576,200

---

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by court.

APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares outstanding of the issuer's common
equity, as of the latest practible date:
6,688,292 as of December 31, 2000.

Transitional Small Business Disclosure Format (check
one):

---

NET MASTER CONSULTANTS, INC.



FORM 10-KSB



For the Year Ended December 31, 2000



INDEX



|PART I     |                                                                                                                  | 2 
|---------- | ---------------------------------------------------------------------------------------------------------------- | --
|Item 1.    | Description of Business                                                                                          | 2 
|Item 2.    | Description of Property                                                                                          | 3 
|Item 3.    | Legal Proceedings                                                                                                | 3 
|Item 4.    | Submission of Matters to a Vote of Security Holders                                                              | 3 
|           |                                                                                                                 
|PART II    |                                                                                                                  | 4 
|Item 5.    | Market for Common Equity and Related Stockholder
Matters                                                         | 4 
|Item 6.    | Plan of Operation                                                                                                | 5 
|Item 7.    | Financial Statements                                                                                             | 6 
|Item 8.    | Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure                             | 6 
|           |                                                                                                                 
|PART III   |                                                                                                                  | 7 
|Item 9.    | Directors, Executive Officers, Promoters and Control Persons;
Compliance With Section 16(a) of the Exchange Act. | 7 
|Item 10.   | Executive Compensation                                                                                           | 8 
|Item 11.   | Security Ownership of Certain Beneficial Owners and
Management                                                   | 8 
|Item 12.   | Certain Relationships and Related Transactions                                                                   | 10
|Item 13.   | Exhibits and Reports on Form 8-K                                                                                 | 10
|           |                                                                                                                 
|SIGNATURES |                                                                                                                  | 11

1

---

PART I



Item 1.  Description of Business.

Business Development.

Net Master Consultants, Inc. (sometimes referred to herein as the
"Company") was originally incorporated under the laws of the State of
Texas on December 28, 1998 under the name "Houston Produce
Corporation."  In June 1997, we changed our name to "Net Master
Consultants, Inc."

We are a development stage company and are not presently engaged in
any business. Accordingly, the auditors report in our financial statements notes
that we will require additional financing or future profitability if we are
going to remain as a going concern.  Since our formation, we have explored
entering into different businesses but did not commence operations in any of
these businesses. The particular businesses explored were:



- From the date of our incorporation on
December 28, 1988, we explored the importation of fruit and vegetables from
Latin America for sale in the United States market.  Our current management is
informed that importations and operations never commenced due to lack of funding
and coordination of importation efforts.  The Company then became dormant until
1997.



- In March 1997, our corporate status was revived and we
began to explore entering the internet media business with plans of providing
electronic communication services in the form of proprietary network
programming.  In July 1997, we changed our name to "Net Master Consultants,
Inc." in order to pursue the entrance into the internet media market.  We
did not succeed in launching operations as an internet media or communications
company and that business plan was abandoned in October, 1999.



- From October, 1999 until September, 2000, our management
was engaged in searching for a profitable business opportunity or combination.
During this period, our management concentrated on finding one or more
profitable businesses for a possible reverse merger whereby the target would be
merged with and into the Company, thereby succeeding to our status as a publicly
traded company.



- On March 28, 2000, we entered into a letter of intent to
acquire two companies, Global Direct on the Internet AB, and Global Direct 2000,
Inc. (collectively, "Global Direct"). These companies were engaged in
international e-commerce.  We were, however, unable to complete due diligence of
Global Direct to our satisfaction and terminated our letter of intent in August,
2000.



- On September 26, 2000, we signed a non-binding letter of
intent to acquire Smart Card Technologies Co., Ltd. ("Smart Card"), a
privately-held Japanese corporation engaged in the research, development, and
production of "smart card" technology.  Smart cards utilize computer
chips and radio frequency identification ("RFID") in order to enhance
the commercial capabilities of credit cards, debit cards, and other information
storage or tracking devices.  If a transaction like that contemplated in the
non-binding letter of intent is consummated, we will enter the RFID and smart
card technology business.



- In October, 2000, we entered into a non-binding letter of
intent with Elysio Capital Corp., a Delaware corporation ("Elysio")
pursuant to which we intend to merge with and into Elysio, with Elysio being the
surviving corporation.  Our non-binding letter of intent with Elysio is
expressly conditioned upon several factors, including our acquisition of Smart
Card, as well as Elysio being able to raise sufficient funds to be used as
working capital of the surviving corporation.

Reports to Securities Holders

We are a publicly reporting company, filing reports with the
Securities and Exchange Commission ("SEC") as required by Sections 13 an 15 of
the Securities Exchange Act.



A copy of the materials which we have filed with the SEC may be
obtained and copied at the SEC's Public Reference Room at 450 Fifth Street,
N.W., Washington, D.C. 20549. Information on the Public Reference Room may be
obtained by calling

2

---

the SEC at 1-800-SEC-0330. The SEC maintains an internet site
that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC at the site
http://www.sec.gov.

Item 2.  Description of Property.

We do not own any real estate, nor invest in any real
estate securities.  We have no office facilities or real property holdings
except that we currently rent office space in Vancouver, British Columbia on a
month-to-month basis at a monthly rental of $2,000.  No amount of rent
was actually paid in fiscal year 2000.



Item 3.  Legal Proceedings.



There are no pending legal proceedings to which we, our
director, or our officer are a party. We have no knowledge of any pending legal
proceedings to which parties owning 5% of our common stock are a party.  We do
not know of any legal proceedings contemplated or threatened by or against
us.

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

No matter was submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the quarter ended December 31,
2000.

3

---

PART II



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

Market Information - Our common stock is quoted on the OTC
Bulletin Board, a service maintained by the National Association of Securities
Dealers, Inc., under the symbol "NTMS".  There was no substantial
activity before December 1998.  The below prices are inter-dealer prices, do not
include retail mark up, mark down or commission and may not necessarily
represent actual transactions.





|                   | High  | Low  
|------------------ | ----- | -----
|                   |       |      
|March 31, 1999     | $6.25 | $4.50
|June 30, 1999      | 7.00  | 5.00 
|September 30, 1999 | 5.19  | 2.88 
|December 31, 1999  | 6.75  | 4.56 
|March 31, 2000     | 6.20  | 2.80 
|June 30, 2000      | 6.50  | 3.80 
|September 30, 2000 | 3.75  | 2.75 
|December 31, 2000  | 3.50  | 0.88 



Holders - The approximate number of registered holders of
the common stock as of December 31, 2000 is 38.  The number of shares of our
common stock outstanding is 6,688,292.



Dividends -During the last two years, we have not paid
any dividends, nor do we anticipate paying any cash dividends in the foreseeable
future.  Although it is our intention to utilize all available funds for the
development of our business, no restrictions are in place which would limit or
restrict our ability to pay dividends.



Recent Sales of  Unregistered Securities -We made the
following sales of unregistered common stock during the fiscal year ended
December 31, 2000:



|Date of
Issue |  | Title  |  | Purchaser                     |  | Shares
Sold |  | Consideration |  | Exemption   
|------------- |  | ------ |  | ----------------------------- |  | ----------- |  | ------------- |  | ------------
|              |  |        |  |                               |  |             |  |               |  |             
|08/15/00      |  | Common |  | SLIC*                         |  | 48          |  | $4.20         |  | Regulation D
|08/15/00      |  | Common |  | Wade A. Becker*               |  | 20          |  | $1.90         |  | Regulation D
|08/15/00      |  | Common |  | Todd M. or Jill Becker*       |  | 26          |  | $2.20         |  | Regulation D
|08/15/00      |  | Common |  | Wilma S. Washington*          |  | 4           |  | $0.20         |  | Regulation D
|08/15/00      |  | Common |  | Randall or Nona Binegar*      |  | 10          |  | $1.40         |  | Regulation D
|08/15/00      |  | Common |  | Todd E. Simpson*              |  | 4           |  | $0.20         |  | Regulation D
|08/15/00      |  | Common |  | James L. Scagg*               |  | 4           |  | $0.20         |  | Regulation D
|08/15/00      |  | Common |  | Benjamin N. or Marge Oaks*    |  | 4           |  | $0.20         |  | Regulation D
|08/15/00      |  | Common |  | Wade J. Vogel*                |  | 22          |  | $2.00         |  | Regulation D
|08/15/00      |  | Common |  | Steven Wolff*                 |  | 36          |  | $2.70         |  | Regulation D
|08/15/00      |  | Common |  | Dan E. Klatt*                 |  | 4           |  | $0.20         |  | Regulation D
|08/15/00      |  | Common |  | Richard or Patricia Frohlich* |  | 10          |  | $1.40         |  | Regulation D



* In connection with sales of our common stock in 1998 and
1999, certain existing shareholders held statutory preemptive rights to purchase
shares of common stock at prices of $0.05 and $0.50 per share.  Twelve
shareholders exercised these preemptive rights and purchased a total of 192
shares.  This was one of those purchasers.

4

---

Item 6.  Plan of Operation



We are not currently engaged in any business.  Pursuant to a
non-binding letter of intent, we intend to acquire 100% of the stock of Smart
Card, a private Japanese company in the business of researching, developing and
marketing RFID and other smart card applications.  Similar to credit or debit
cards, smart cards utilize computer chips and RFID in order to store additional
data and communicate with electronic readers, thereby allowing for additional
data storage and more complex commercial transactions.  RFID is an advanced
identification technology that allows an electronic reader to exchange data with
a smart card's "tag" through the use of radio frequencies.  The
commercial benefit of such communication is that it does not require direct
contact (as does magnetic stripe technology) or a direct line of sight to a
reader (as does bar code technology).  This technology is used in commerce in
order to identify, track, sort, detect and authenticate an infinite variety of
objects including people, garments, containers and pallets in a stationary
position or in motion.  Smart Card has developed and patented the world's
smallest chip antenna which it integrates into its own products and sells to
third parties.  If we are successful in acquiring Smart Card, we intend to
pursue partnerships and alliances with major industrial companies in order to
utilize Smart Card's technology in electronic components, PC hardware, and the
garment, medical and telecommunications industries.

The non-binding letter of intent with Smart Card contemplates our
issuing approximately 2.8 million shares of our common stock as consideration
for Smart Card's outstanding shares, thereby making Smart Card a wholly owned
subsidiary.  The transaction will not be consummated unless a number of
contingencies are satisfied.  These include our merging into Elysio and
obtaining of sufficient working capital to operate and develop Smart Card's
business.  Our acquisition of Smart Card is also dependant upon the completion
of due diligence and agreement of the parties on final documentation and
terms.



The non-binding letter of intent with Elysio contemplates our merger
with and into Elysio, with Elysio becoming the surviving company.  Pursuant to
the non-binding letter of intent, Elysio is using its best efforts to raise up
to $3 million through the private placement of Elysio's preferred equity units.
Our management and Elysio believe that $3 million will be sufficient to finance
the merger, the acquisition of Smart Card, and the execution of Smart Card's
business plan for the next twelve months. In the proposed merger with Elysio,
our shareholders would exchange all of our issued and outstanding common stock
for an equal number of shares of Elysio's stock.  Following this merger,
Elysio's shareholders would have 1 million shares of the surviving company's
stock.  The completion of the merger with Elysio is contingent upon our reaching
a final agreement with Smart Card for the acquisition of Smart Card.  The Elysio
merger is also dependant upon Elysio raising enough funds to fund the Smart Card
acquisition, our completion of due diligence, and the agreement of the parties
on final documentation.  In order to help facilitate the merger with Elysio, our
shareholders have approved our re-incorporation as a Delaware corporation
through a merger with and into a Delaware corporation formed for the specific
purpose of amending our state of incorporation.



There can be no assurance that we will be able to consummate either of the above
described transactions.  If the acquisition of Smart Card and the merger with
Elysio are not completed, we intend to seek other potential acquisition targets
in the e-commerce or Internet industry.



In order to provide working capital to Smart Card pending our
acquisition, we have agreed to loan up to $2.5 million to Smart Card, in
installments based upon an agreed schedule.  In order to satisfy the
requirements of our loan agreement with Smart Card, we have in turn agreed to
borrow up to $3 million from Elysio in accordance with an agreed schedule.  The
funds advanced by Elysio that are not advanced to Smart Card will be used as
working capital by us.  As of the date of this report, Elysio has advanced to us
$700,000 which we have used to advance funds to Smart Card and to pay certain
expenses.

5

---

Item 7.  Financial Statements and Supplementary Data.



Our financial statements, as indexed in Item 13, are attached to
this filing and incorporated herein by reference.

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

On February 5, 2001, we engaged Grant Thornton LLP as our principal
independent accountants, dismissing our former principal independent
accountants, Crouch, Bierwolf & Chisholm CPAs.  Crouch, Bierwolf &
Chisholm CPAs' reports on our financial statements for the past two fiscal years
did not contain any adverse opinions or disclaimers of opinion and were not
modified as to uncertainty, audit scope, or accounting principles. There were no
disagreements with our former accountant, whether or not resolved, on any matter
of accounting principles or practices, financial statement disclosure or
auditing scope or procedures, which if not resolved would have caused our former
accountant to make reference to the subject matter of the disagreement(s) in
connection with its report.



Our decision to use Grant Thornton LLP was approved by our sole
director and officer.

6

---

PART III



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

Our sole director and officer*, who will serve until our next annual
meeting, or until her successors are elected or appointed and qualified, is as
follows:





|Name         |  | Age |  | Year
Elected |  | Positions Held                              
|------------ |  | --- |  | ------------ |  | --------------------------------------------
|             |  |     |  |              |  |                                             
|Nora Coccaro |  | 44  |  | 1999         |  | Director, President, Treasurer and Secretary



Nora Coccaro



Since September 1998 she has also served as the Consul of Uruguay to
Western Canada.



We have no other officers or employees.  Given that we have only one
director and officer, no family relationships between such positions exists.  No
legal proceedings have been instituted in the previous five years against our
sole director and officer. We have no knowledge of any legal proceedings against
any predecessor director, officer, or promoter.



*  Mr. J. Dan Sifford, Jr. served as a director and our
President through our sharholders' meeting held on January 25, 2000, at which
time Ms. Coccaro was elected to serve as our sole director.

7

---

Item 10.  Executive Compensation.

Summary Compensation Table. The following table sets forth
certain summary information concerning the compensation paid to the President
and certain former directors for the fiscal year ended December 31, 2000.

|Name and Principal Position                        |  | Fiscal
Year Ended          |  | Salary           |  | Bonus |  | Other Compensation
|-------------------------------------------------- |  | -------------------------- |  | ---------------- |  | ----- |  | ------------------
|                                                   |  |                            |  |                  |  |       |  |                   
|J. Dan Sifford, Jr., former
President and Director |  | 12/31/00
12/31/99
12/31/98 |  | 0
0
0            |  | 0
0
0 |  | 0*
0
0            
|                                                   |  |                            |  |                  |  |       |  |                   
|Nora Coccaro,
President and Sole Director          |  | 12/31/00
12/31/99          |  | $32,100
$  2,675 |  | 0
0   |  | 0
0               





*  Mr. Sifford was not paid any salary or compensation for
his role as our President or Director.  Mr. Sifford was the Managing Director of
Intrepid International, Ltd., a consultant of ours which billed us on a time and
fee basis for Mr. Sifford's efforts.  Mr. Sifford's compensation from Intrepid
was not dependant upon his efforts or time spent on behalf of the Company.



Option/SAR Grants. We have not granted any options or
stock appreciation rights to our officers or directors during the last fiscal
year.



Aggregate Option/SAR Exercises. No stock options or stock
appreciation rights have been exercised in the last fiscal year.



Long Term Incentive Plan Awards. No long term incentive
plans have been awarded.



Compensation of Directors.  We have entered a retainer
agreement with our sole director, Ms. Nora Coccaro, for the payment of $2,675
per month in consideration of Ms. Coccaro's services to us.



Employment Contracts And Termination Of Employment. We
have not entered any employment contracts.  No compensation plan or arrangement
exists which provide for compensation in the event of a termination or
resignation of our president.



Report on Repricing of Options/SARS. No options or stock
appreciation rights have been granted to our directors or officers.

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

The following table provides information regarding record
owners of at least five percent of our outstanding common stock of the Company.
These following five percent or more shareholders are unrelated to our
management.  Neither management, nor any affiliate of management, has any
interest in any of the following shareholders, nor do any of the following
shareholders possess any interest or affiliation with our management.



|Title of Class |  | Name and Address                                                                          |  | Number of Shares Owned
as of December 31, 2000 |  | % of Class
|-------------- |  | ----------------------------------------------------------------------------------------- |  | ---------------------------------------------- |  | ----------
|               |  |                                                                                           |  |                                                |  |           
|Common         |  | MFC Merchant Bank S.A.
6, Cours de Rive
CH-1211 Geneva 3
Switzerland                      |  | 540,000                                        |  | 8.07      
|               |  |                                                                                           |  |                                                |  |           
|Common         |  | Euroswiss Securities Ltd.
Queensway House
Queen Street
St. Helier, Jersey
Channel Islands |  | 540,000                                        |  | 8.07      

8

---

|                            
|----------------------------
|                            
|Common                      
|                            
|Common                      
|                            
|Common                      
|                            
|Common                      
|                            
|Common                      
|                            
|Common                      
|                            
|Common                      
|                            
|Total 5% Owners             
|                            
|Total Issued and Outstanding
|                            

9

---



Security Ownership Of Management.  The
following disclosure presents the total beneficial security ownership of our
sole Director and Officer.



|Name and Address of Beneficial
Owner                                   |  | Actual
Shares
Owned |  | %     
|---------------------------------------------------------------------- |  | ------------------- |  | ------
|                                                                       |  |                     |  |       
|Nora Coccaro*
1177 W. Hastings, Suite 1818
Vancouver, B.C.     V6E 2K3 |  | -0-                 |  | 0.00  
|                                                                       |  |                     |  |       
|All Officers and Directors as a
Group                                  |  | -0-                 |  | 0.00  
|                                                                       |  |                     |  |       
|Total Shares Issued and Outstanding                                    |  | 6,688,292           |  | 100.00

*  Ms. Coccaro is presently our sole Officer and
Director.



Changes In Control.  Other than as described under
Item 6. Plan of Operations above, there are no arrangements known to us,
including any pledge by any persons, of our securities, which may at a
subsequent date result in a change of control.

Item 12.  Certain Relationships and Related
Transactions.

Pursuant to our non-binding letter of intent with Elysio,
upon the completion of the proposed transactions with Smart Card and Elysio, a
finders fee will be due and owing to Valor Invest Limited in the form of
300,000 shares of the surviving company's common stock.  Valor Invest Limited
currently holds 270,000 shares of our common stock and is listed as a beneficial
owner above.  The finders fee is contingent upon the completion of the
transactions with Smart Card and Elysio and was approved by our sole Director as
consideration for Valor Invest Limited's efforts in procuring the Elysio
non-binding letter of intent.

Item 13.  Exhibits and Reports on Form 8-K.

|(a) | 1.  Financial Statements:                                                                              |                                                           
|--- | ------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------
|    |                                                                                                        | See Index to Financial Statements and Schedule on page
F-1
|    |                                                                                                        |                                                           
|    | 2.  The following exhibits are filed (or incorporated
by reference herein) as part of this Form 10-KSB
|    |                                                                                                        |                                                           
|    |                                                                                                        | 2.1*                                                      
|    |                                                                                                        |                                                           
|    |                                                                                                        | 2.2*                                                      
|    |                                                                                                        |                                                           
|    |                                                                                                        | 2.3*                                                      
|    |                                                                                                        |                                                           
|    |                                                                                                        | 6.1*                                                      
|    |                                                                                                        |                                                           
|    |                                                                                                        | 6.2*                                                      
|    |                                                                                                        |                                                           
|    |                                                                                                        | 6.3*                                                      
|    |                                                                                                        |                                                           
|    |                                                                                                        | 6.4                                                       
|    |                                                                                                        |                                                           
|    |                                                                                                        | 6.5                                                       
|    |                                                                                                        |                                                           
|(b) | Reports on Form 8-K                                                                                   
|    |                                                                                                       
|    | None                                                                                                  

*  Incorporated by reference to the Form 10-KSB/A filed on
April 18, 1999.

10

---



SIGNATURES



In accordance with the requirements of the Securities
Exchange Act of 1934, the issuer caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.





|                       |  | NET MASTER CONSULTANTS, INC.                    
|---------------------- |  | ------------------------------------------------
|                       |  |                                                 
|                       |  | /s/ Nora Coccaro                                
|                       |  |                                                 
|                       |  | Nora Coccaro,
President, Treasurer and Secretary
|Date:  March ___, 2001 |  |                                                 

11

---





NET MASTER CONSULTANTS, INC.



INDEX TO FINANCIAL STATEMENTS



|Independent Auditors' Report                     | F-2
|------------------------------------------------ | ---
|Consolidated Balance Sheets                      | F-3
|Consolidated Statements of Operation and Deficit | F-4
|Consolidated Statements of Cash Flows            | F-5
|Notes to Consolidated Financial Statements       | F-6

F-1

---







Independent Auditors' Report on the
  Financial Statements







We have audited the balance sheet of Net Master Consultants,
Inc. (A Development Stage Company) as at December 31, 2000 and the statements of
operations, cash flows and stockholders' equity for the year then ended.  These
financial statements are the responsibility of the company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audit.



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



In our opinion, these financial statements present fairly, in
all material respects, the financial position of the company as at December 31,
2000 and the results of its operations and its cash flows for the year then
ended in accordance with accounting principles generally accepted in the United
States.



The accompanying financial statements have been prepared
assuming that the company will continue as a going concern.  As discussed in
Note 1 to the financial statements, the company has no established source of
revenue and is dependent on its ability to raise substantial amounts of equity
funds.  This raises substantial doubt about its ability to continue as a going
concern.  The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.



The financial statements as at December 31, 1999 and for the
period from inception to December 31, 1999 were audited by a firm of certified
public accountants who expressed an opinion on those statements in their report
dated February 7, 2000 which included an emphasis paragraph with respect to
issues raising substantial doubt about the company's ability to continue as a
going concern.

/s/ Grant Thornton LLP
Vancouver, Canada
February 13, 2001

Chartered Accountants

F-2

---

Net Master Consultants, Inc.

|December 31 |  | 2000 |  | 1999
|----------- |  | ---- |  | ----

---

|Current asset |   |       |   |    
|------------- | - | ----- | - | ---
|Cash          | $ | 4,566 | $ | 705
|              |   |       |   |    

---

|                                                                                |   |             |   |          
|------------------------------------------------------------------------------- | - | ----------- | - | ---------
|Current liabilities                                                             |   |             |   |          
|Accounts payable
and accrued liabilities                                        | $ | 171,648     | $ | 66,662   
|Loan payable to
shareholder (Note 3)                                            |   | 130,000     |   | -        
|Advance from
Elysio Capital Corp. (Note 4)                                      |   | 80,000      |   | -        
|                                                                                |   |             |   |          
|                                                                                |   | 381,648     |   | 66,662   
|                                                                                |   |             |   |          
|Stockholders' Deficiency                                                        |   |             |   |          
|Capital stock (Note 5)                                                          |   |             |   |          
|Authorized:                                                                     |   |             |   |          
|100,000,000 common shares
with a par value of $0.00005
         (1999: $0.0001) |   |             |   |          
|Issued and
outstanding:                                                         |   |             |   |          
|6,688,292 common shares
(1999:  6,335,600)                                      |   | 335         |   | 634      
|Additional paid in
capital                                                      |   | 822,015     |   | 116,699  
|Stock subscriptions                                                             |   | -           |   | (2,772)  
|Deficit                                                                         |   | (1,199,432) |   | (180,518)
|                                                                                |   |             |   |          
|                                                                                |   | (377,082)   |   | (65,957) 
|                                                                                |   |             |   |          
|                                                                                | $ | 4,566       | $ | 705      
|                                                                                |   |             |   |          

---



Commitments (Note 8)



See accompanying notes to the financial statements.

F-3

---

Net Master Consultants, Inc.

| |  | Period from
Inception to
December 31
2000 |  | Year Ended
December 31
2000 |  | Year Ended
December 31
1999
| |  | ----------------------------------------- |  | --------------------------- |  | ---------------------------

---

|Expenses                                      |   |           |   |           |   |          
|--------------------------------------------- | - | --------- | - | --------- | - | ---------
|Accounting and
legal                          | $ | 173,000   | $ | 150,503   | $ | 14,890   
|Consulting
fees                               |   | 833,569   |   | 714,847   |   | 22,500   
|Interest                                      |   | 6,518     |   | 6,518     |   | -        
|Management fees
(Note 8)                      |   | 27,097    |   | 27,097    |   | -        
|Occupancy                                     |   | 27,820    |   | 25,680    |   | 2,140    
|Office                                        |   | 20,630    |   | 13,604    |   | 765      
|Transfer agent
and filing fees                |   | 22,667    |   | 22,667    |   | -        
|Travel and
accommodation                      |   | 88,131    |   | 57,998    |   | 26,367   
|                                              |   |           |   |           |   |          
|Total expenses and net
loss                   | $ | 1,199,432 | $ | 1,018,914 | $ | 66,662   
|                                              |   |           |   |           |   |          
|Net loss per share basic and
diluted          |   |           | $ | (0.16)    | $ | (0.01)   
|                                              |   |           |   |           |   |          
|Weighted average number of shares
outstanding |   |           |   | 6,474,945 |   | 6,335,600
|                                              |   |           |   |           |   |          

---





See accompanying notes to the financial statements.

F-4

---

Net Master Consultants, Inc.

| |  | Period from
Inception to
December 31
2000 |  | Year Ended
December 31
2000 |  | Year Ended
December 31
1999
| |  | ----------------------------------------- |  | --------------------------- |  | ---------------------------

---

|Cash derived from (applied
to)                                |         |             |         |             |   |         
|------------------------------------------------------------- | ------- | ----------- | ------- | ----------- | - | --------
|                                                              |         |             |         |             |   |         
|Operating                                                     |         |             |         |             |   |         
|Net loss                                                      | $       | (1,199,432) | $       | (1,018,914) | $ | (66,662)
|Consulting fees
paid through issuance of common stock         | 640,000 |             | 640,000 |             | -
|Common stock
issued to settle trade payables                  |         | 41,080      |         | 41,080      |   | -       
|Organization cost
paid through issuance of
      common stock |         | 33          |         | -           |   | -       
|Common stock
issued for other services                        |         | 33,420      |         | 23,920      |   | -       
|Change in
accounts payable and accrued liabilities            |         | 171,648     |         | 104,986     |   | 66,662  
|                                                              |         |             |         |             |   |         
|                                                              |         | (313,251)   |         | (208,928)   |   | -       
|                                                              |         |             |         |             |   |         
|Financing                                                     |         |             |         |             |   |         
|Loan payable to
shareholder                                   |         | 130,000     |         | 130,000     |   | -       
|Advance from
Elysio Capital Corp.                             |         | 80,000      |         | 80,000      |   | -       
|Common stock
issued for cash                                  |         | 107,817     |         | 2,789       |   | -       
|                                                              |         |             |         |             |   |         
|                                                              |         | 317,817     |         | 212,789     |   | -       
|                                                              |         |             |         |             |   |         
|Net increase in cash                                          |         | 4,566       |         | 3,861       |   | -       
|                                                              |         |             |         |             |   |         
|Cash, beginning of period                                     |         | -           |         | 705         |   | 705     
|                                                              |         |             |         |             |   |         
|Cash, end of period                                           | $       | 4,566       | $       | 4,566       | $ | 705     
|                                                              |         |             |         |             |   |         
|                                                              |         |             |         |             |   |         
|Non-cash financing
transactions                               |         |             |         |             |   |         
|Common stock
issued for consulting services                   | $       | 640,000     | $       | 640,000     | $ | -       
|Common stock
issued for other services                        |         | 33,420      |         | 23,920      |   | -       
|Common stock
issued for organization cost                     |         | 33          |         | -           |   | -       
|Common stock
issued to settle trade payables                  |         | 41,080      |         | 41,080      |   | -       
|                                                              |         |             |         |             |   |         

---





See accompanying notes to the financial statements.

F-5

---

Net Master Consultants, Inc.

---

|                                                                                  | Common Stock |   |          |   |                            |   |                     |   |            
|--------------------------------------------------------------------------------- | ------------ | - | -------- | - | -------------------------- | - | ------------------- | - | -----------
|                                                                                  | Shares       |   | Amount   |   | Additional
Paid-in
Capital |   | Stock
Subscriptions |   | Deficit    
|                                                                                  |              |   |          |   |                            |   |                     |   |            
|Inception at December 28,
1988                                                    | -            | $ | -        | $ | -                          | $ | -                   | $ | -          
|                                                                                  |              |   |          |   |                            |   |                     |   |            
|Shares issued for organization
   cost                                            | 33,000       |   | 33,000   |   | (32,967)                   |   | -                   |   | -          
|Loss for the period from
inception
   (December 28, 1988) to
   December 31, 1988 | -            |   | -        |   | -                          |   | -                   |   | (33)       
|                                                                                  |              |   |          |   |                            |   |                     |   |            
|Balances, December 31, 1988 
   to December 31, 1996                              | 33,000       |   | 33,000   |   | (32,967)                   |   | -                   |   | (33)       
|                                                                                  |              |   |          |   |                            |   |                     |   |            
|1,000 for 1 stock split                                                           | 32,967,000   |   | -        |   | -                          |   | -                   |   | -          
|Cancelled 30,000,000 shares                                                       | (30,000,000) |   | (32,700) |   | 32,700                     |   | -                   |   | -          
|Issuance of stock at $5.00 per
   share on June 17, 1997                          | 20,000       |   | 2        |   | 99,998                     |   | -                   |   | -          
|Net loss                                                                          | -            |   | -        |   | -                          |   | -                   |   | (80,025)   
|                                                                                  |              |   |          |   |                            |   |                     |   |            
|Balances, December 31, 1997                                                       | 3,020,000    |   | 302      |   | 99,731                     |   | -                   |   | (80,058)   
|                                                                                  |              |   |          |   |                            |   |                     |   |            
|Stock issued at $0.10 for
   services                                             | 95,000       |   | 10       |   | 9,490                      |   | -                   |   | -          
|Stock issued for cash and
   subscription receivable at
   $0.14 per share        | 52,800       |   | 5        |   | 7,795                      |   | (2,722)             |   | -          
|Net loss                                                                          | -            |   | -        |   | -                          |   | -                   |   | (33,798)   
|                                                                                  |              |   |          |   |                            |   |                     |   |            
|Balances, December 31,
1998                                                       | 3,167,800    |   | 317      |   | 117,016                    |   | (2,772)             |   | (113,856)  
|                                                                                  |              |   |          |   |                            |   |                     |   |            
|Net loss                                                                          | -            |   | -        |   | -                          |   | -                   |   | (66,662)   
|                                                                                  |              |   |          |   |                            |   |                     |   |            
|Balances, December 31,
1999                                                       | 3,167,800    |   | 317      |   | 117,016                    |   | (2,772)             |   | (180,518)  
|                                                                                  |              |   |          |   |                            |   |                     |   |            
|2 for 1 stock split                                                               | 3,167,800    |   | -        |   | -                          |   | -                   |   | -          
|Stock issued at $2.00 per share
   for consulting fees                            | 320,000      |   | 16       |   | 639,984                    |   | -                   |   | -          
|Stock issued at $2.00 per share
   to settle trade payables                       | 20,540       |   | 1        |   | 41,079                     |   | -                   |   | -          
|Stock issued at $2.00 per share
   for services                                   | 11,960       |   | 1        |   | 23,919                     |   | -                   |   | -          
|Stock issued per preemptive
   rights                                             | 192          |   | -        |   | 17                         |   | -                   |   | -          
|Stock subscriptions received                                                      | -            |   | -        |   | -                          |   | 2,772               |   | -          
|Net loss                                                                          | -            |   | -        |   | -                          |   | -                   |   | (1,018,914)
|                                                                                  |              |   |          |   |                            |   |                     |   |            
|Balances, December 31, 2000                                                       | 6,688,292    | $ | 335      | $ | 822,015                    | $ | Nil                 | $ | (1,199,432)
|                                                                                  |              |   |          |   |                            |   |                     |   |            



See accompanying notes to the financial statements.

F-6

---

Net Master Consultants, Inc.

---





1.   Organization and description of
business



Net Master Consultants, Inc. (the "company") was
incorporated as Houston Produce Corporation under the laws of the State of Texas
on December 28, 1988.  The company was organized primarily for the purpose of
importing fruits and vegetables from Latin America for sale in the United States
market and it was dormant until its reactivation in March, 1997.  In June, 1997,
the company changed its name to Net Master Consultants, Inc.



The company has had limited activity since its inception.  No
significant revenues have been realized.  On September 26, 2000 the company
entered into a letter of intent with Smart Card Technologies Co. Ltd.
("SCT") and its shareholders to acquire 100% of SCT, a private
Japanese company.  SCT, headquartered in Tokyo, develops, designs and
manufactures radio frequency identification products, components, and customized
software solutions to meet the specialized needs of logistics applications.



The company has few tangible assets, has had recurring
operating losses, and does not have an established source of revenue to allow it
to continue as a going concern.  It is the intention of the company to seek
additional financing through private placements of its common stock and through
its planned merger with Elysio Capital Corp. (Note 8).



---

2.		Summary of significant accounting policies



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
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period.  Actual results could differ from those estimates.



Statement of cash flows



For the purpose of the statement of cash flows, the company
considers cash on hand and balances with banks, net of overdrafts, and highly
liquid temporary money market instruments with original maturities of three
months or less as cash or cash equivalents.



Accounting for stock options



In October 1995, the FASB issued Statement of Financial
Accounting Standards No. 123, Accounting for Stock-Based Compensation
("SFAS No. 123"), which requires entities to calculate the fair value
of stock awards granted to employees.  This statement provides entities with the
option of either electing to expense the fair value of employee stock-based
compensation or to continue to recognize compensation expense under previously
existing accounting pronouncements and to provide pro forma disclosures of net
earnings (loss) and, if presented, earnings (loss) per share, as if the
above-referenced fair value method of accounting was used in determining
compensation expense.



The company accounts for stock-based employee or director
compensation arrangements in accordance with Accounting Principles Board Opinion
No. 25, Accounting for Stock Issued to Employees ("APB No. 25").



F-7

---

Net Master Consultants, Inc.

---

2.   Summary of significant accounting
policies (Continued)



Accounting for stock options (Continued)



Stock options issued to non-employees are recorded at the
fair value of the services received or the fair value of the options issued,
whichever is more reliably measurable.  Compensation is charged to expense over
the shorter of the service or vesting period.  Unearned amounts are shown as
deferred compensation in shareholders' equity.



Deferred income taxes



Deferred income taxes are provided for significant
carryforwards and temporary differences between the tax basis of an asset or
liability and its reported amount in the financial statements that will result
in taxable or deductible amounts in future periods.  Deferred tax assets or
liabilities are determined by applying presently enacted tax rates and laws.



A valuation allowance is required when it is more likely than
not that some portion or all of the deferred tax asset will not be realized.



Financial instruments



The company has financial instruments that include cash,
payables and accruals, loan payable and advance due to Elysio Capital Corp.  It
was not practicable to determine the fair value of the loan payable and the
advance from Elysio Capital Corp. as a result of their uncertain repayment
terms.



The fair value of all other financial instruments
approximates their recorded amounts.



Foreign currency translation



The company considers the U.S. dollar its functional
currency.



Monetary assets and liabilities resulting from foreign
currency transactions are translated into United States dollars using the year
end conversion rates.  Revenues, expenses, receipts and payments are translated
throughout the year at exchange rates prevailing at the date of the transaction.
Exchange gains and losses are included in earnings for the period.



F-8

---

Net Master Consultants, Inc.

---



2.   Summary of significant accounting
policies (Continued)



Recent accounting pronouncements



SFAS Nos. 133 and 138



The Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities" and
SFAS No. 138, "Accounting for Certain Derivative Instruments and certain
Hedging Activities, an amendment of FASB Statement No. 133", effective for
fiscal years beginning after June 15, 2000.  These Statements establish
accounting and reporting standards for derivative instruments and hedging
activities, including certain derivative instruments embedded in other
contracts, and requires that an entity recognize all derivatives as assets or
liabilities in the balance sheet and measure them at fair value.  If certain
conditions are met, an entity may elect to designate a derivative as follows:
(a) a hedge of the exposure to changes in the fair value of a recognized asset
or liability or an unrecognized firm commitment, (b) a hedge of the exposure to
variable cash flows of a forecasted transaction, or (c) a hedge of the foreign
currency exposure of an unrecognized firm commitment, an available-for-sale
security, a foreign currency denominated forecasted transaction, or a net
investment in a foreign operation.  The Statements generally provide for
matching the timing of the recognition of the gain or loss on derivatives
designated as hedging instruments with the recognition of the changes in the
fair value of the item being hedged.  Depending on the type of hedge, such
recognition will be in either net income or other comprehensive income.  For a
derivative not designated as a hedging instrument, changes in fair value will be
recognized in net income in the period of change.  Management is currently
evaluating the impact of adopting SFAS Nos. 133 and 138 on the financial
statements, but does not anticipate that they will have a material impact.



SFAS No. 140



The Financial Accounting Standards Board issued SFAS No. 140,
"Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities," which replaces SFAS 125.  The new
Statement revises some of the standards for accounting for collateral and for
securitizations and other transfers of financial assets. It is based on the
financial-components approach used in SFAS 125 and carries over most of that
Statement's accounting provisions without change.  The revised accounting
provision apply to transfers of financial assets occurring after March 31, 2001.
SFAS 140 also requires expanded disclosures about securitized and pledged
financial assets, which are effective for fiscal years ending after December 15,
2000.  Management is evaluating the impact of adopting SFAS No. 140 on the
financial statements, but does not anticipate that it will have a material
impact.

---

3.   Loan payable to shareholder



This loan is payable on demand, is unsecured, and bears
interest at 8% per annum.  Subsequent to year end an additional $7,500 was
advanced to the company pursuant to the terms of this agreement.

F-9

---

Net Master Consultants, Inc.

---

4.   Advance from Elysio
Capital Corp.



The advance received from Elysio Capital Corp. bears interest
at 6.15%, is due in full on December 31, 2001 and is secured by a promissory
note and a pledge of certain receivables to be recorded upon the finalization of
the transactions disclosed in Note 8.  This facility has a limit of
$3,000,000.



Subsequent to year end, an advance of $600,000 was received
under this facility.  The funds received were then loaned to SCT (Note 8).



---

5.   Capital stock



Stock split



In 1997, the company's Board of Directors authorized a 1,000
for one stock split and the cancellation of 30,000,000 shares as part of the
reorganization and reincorporation.



In January, 2000, it authorized a two for one stock
split.



Shares issued for services



On May 17, 2000, the company signed a consulting services
agreement for a term of six months ending November 30, 2000.  In consideration
of the services rendered, the company agreed to issue 300,000 common shares of
the company at $2 per share.  The shares were to be issued in six equal
instalments of 50,000 shares each.  All 300,000 shares were issued to the
consultant by the company during the year.



On August 24, 2000, the company issued 52,500 common shares
at a price of $2 per share to another consultant as a payment for services
rendered during the period from September, 1999 to August, 2000.  Of the
$105,000 recorded for the shares issued under this agreement, $40,000 was
attributable to consulting fees incurred in 2000, $23,920 was attributable to
other services incurred during 2000 and $41,080 was attributable to prior year
trade payables settled through the issuance of common stock.



Exercise of preemptive rights



To comply with the shareholder preemptive rights provision in
the Article of Incorporation amended in July, 1997, the company invited
non-insider shareholders of the company to exercise the preemptive rights
regarding those shares issued under two private placements in 1998.  Twelve
shareholders responded.  The company issued a total of 192 common shares for
the aggregate proceeds of $17.



Stock options



The company has not yet issued any options on its common
stock.

---

6.   Related party transactions



Included in consulting expenses is $32,100 (1999:  $2,675)
paid by the company to its sole director.

F-10

---

Net Master Consultants, Inc.

---

7.   Income taxes



At December 31, 2000, the company has net operating losses
carried forward of approximately $1,016,000 (December 31, 1999:  $180,000) that
may be offset against future taxable income to 2014.  No future tax benefit has
been recorded in the financial statements, as the company believes that it is
more likely than not that the carryforwards will expire unused.  Accordingly,
the potential tax benefits of the loss carryforwards are offset by a valuation
allowance of the same amount.

---

8.   Commitments



Acquisition



On September 26, 2000, the company signed a non-binding
letter of intent to acquire SCT, a private Japanese company in the business of
developing and marketing radio frequency identification tags and related
biometric and smart card applications.  The company has agreed to issue
approximately 2,800,000 common shares for all of SCT's issued and outstanding
common shares.  Upon closing, 300,000 common shares will also be issued to a
shareholder as a finder's fee.  The acquisition is subject to completion of due
diligence and final documentation.



Merger



On October 10, 2000, the company signed a non-binding letter
of intent with Elysio Capital Corp. ("Elysio"), a newly formed
Delaware corporation.  The merger is subject to the company's successful
acquisition of SCT and to Elysio having raised at least $900,000.  Pursuant to
the merger agreement, Elysio will be the surviving corporation and shareholders
of the company will have the right to receive one common share of Elysio for
each common share of the company.  After the merger, SCT will be a wholly-owned
subsidiary of Elysio.  The completion of the merger is subject to completion of
due diligence and final documentation.



Consulting fees



The company has an agreement to pay consulting fees of $5,000
per month.  The agreement continues indefinitely unless cancelled by either the
company or the consultant.



Management fees



On October 10, 2000, the company entered into an Interim
Management Agreement with Elysio.  Under this agreement, Elysio has agreed to
provide defined management services for $10,000 per month.  This agreement will
terminate at the earlier of:



- The election to terminate by Elysio.
- The termination of the September 26, 2000 letter of intent.
- The finalization of the company's acquisition of SCT and the completion of
the company's merger with Elysio.



During the year ended December 31, 2000, the company incurred
$27,097 in management fees under this agreement.

F-11

---

---