<PAGE>
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB

            [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                 - FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

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

                           COMMISSION FILE NO. 0-28423

                                SOCHRYS.COM INC.
                 (Name of Small business issuer in its charter)

               STATE OF NEVADA                           58-2541997
       (State or other jurisdiction of               (I.R.S. Employer
        Incorporation or organization)              Identification No.)

   30 Metcalfe St. Suite 620 Ottawa, Ontario, Canada               K1P 5L4
   (Address of principal executive offices)                       (Zip Code)

ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE: 613-293-4077

Securities registered under Section 12(b) of the Exchange Act: none
Securities registered under Section 12(g) of the Exchange Act: Common Stock, par
value $.001 per share

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 [X] NO [ ]

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

State issuer's revenues for its most recent fiscal year.  $ NIL

The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the average between the closing bid
($0.48) and asked ($0.53) price of the issuer's Common Stock as of March 27,
2002, was $5,033,868, based upon the average between the closing bid and asked
price ($0.505) multiplied by the 9,968,055 shares of the issuer's Common Stock
held by non-affiliates. (In computing this number, issuer has assumed all record
holders of greater than 5% of the common equity and all directors and officers
are affiliates of the issuer.)

The number of shares outstanding of each of the issuer's classes of common
equity as of March 28, 2002: 15,727,786.

                   DOCUMENTS INCORPORATED BY REFERENCE: None.

         Transitional Small Business Disclosure Format: Yes [ ] NO [ X ]
<PAGE>
                                SOCHRYS.COM INC.
                                   FORM 10-KSB
                                DECEMBER 31, 2001

<TABLE>
<CAPTION>
TABLE OF CONTENTS                                                        PAGE NO.
-----------------                                                        --------
<S>                                                                      <C>
                                     PART I

Item 1.      Description of Business.                                      3

Item 2.      Description of Properties.                                    19

Item 3.      Legal Proceedings.                                            19

Item 4.      Submission of Matters to a Vote of                            19
             Security Holders.

                                     PART II

Item 5.      Market for Common Equity and                                  20
             Related Stockholder Matters.

Item 6.      Management's Discussion and Analysis or                       21
             Plan of Operation.

Item 7.      Financial Statements.                                         30

Item 8.      Changes in and Disagreement With Accountants                  30
             on Accounting and Financial Disclosure.

                                    PART III

Item 9.      Directors, Executive Officers, Promoters                      32
             and Control Persons; Compliance with
             Section 16(a) of the Exchange Act.

Item 10.     Executive Compensation.                                       32

Item 11.     Security Ownership of Certain Beneficial                      34
             Owners and Management.

Item 12.     Certain Relationships and Related Transactions.               36

Item 13.     Exhibits and Reports on Form 8-K                              36

Signatures                                                                 38
Supplemental Information                                                   39
Financial Statements                                                       F-1
</TABLE>
<PAGE>
                                     PART I


CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

         We caution readers that certain important factors may affect our actual
results and could cause such results to differ materially from any
forward-looking statements that we make in this report. For this purpose, any
statements that are not statements of historical fact may be deemed to be
forward-looking statements. This report contains statements that constitute
"forward-looking statements." These forward-looking statements can be identified
by the use of predictive, future-tense or forward-looking terminology, such as
"believes," "anticipates," "expects," "estimates," "plans," "may," "will," or
similar terms. These statements appear in a number of places in this report and
include statements regarding our intent, belief or current expectations with
respect to many things. Some of these things are:

-     trends affecting our financial condition or results of operations for our
      limited history;

-     our business and growth strategies;

-     our technology;

-     the Internet; and

-     our financing plans.

         We caution readers that any such forward-looking statements are not
guarantees of future performance and involve significant risks and
uncertainties. In fact, actual results most likely will differ materially from
those projected in the forward-looking statements as a result of various
factors. Some factors that could adversely affect actual results and performance
include:

-     our limited operating history;

-     our lack of sales to date;

-     our need for additional capital funding;

-     if our technology and products do not perform as specified;

-     if use of the Internet does not continue to grow;

-     if new adverse government regulations are enacted;

-     if better technology and products are developed by others.

         The information contained in the following sections of this report
identify important additional factors that could materially adversely affect
actual results and performance:

-     "Part I. Item 1. Description of Business" especially the disclosures set
      out under the heading "Risk Factors"; and




                                       2
<PAGE>
-     "Part II. Item 6. Management's Discussion and Analysis or Plan of
      Operation"

You should carefully consider and evaluate all of these factors. In addition, we
do not undertake to update forward-looking statements after we file this report
with the Securities and Exchange Commission, even if new information, future
events or other circumstances have made them incorrect or misleading.


ITEM 1.  DESCRIPTION OF BUSINESS.

SUMMARY

         We are an Internet software company. We design, develop and have
initiated the marketing of software products based on our "Sochrys Technology."
Products based on our technology:

-     facilitate secure, reliable Internet communications between any two
      application processes through the Internet,

-     allow customers to develop secure, portable applications that run on
      different platforms.

Our technology will enable corporations, institutions and individuals to develop
interactive, distributed applications (like electronic commerce) running either
through wired or wireless networks, with security and ease.


OUR TECHNOLOGY

The Sochrys Technology is based upon the following:
-     Our Virtual Messaging Protocol (VMP)
Our Virtual Messaging Protocol (VMP) integrates protocols, algorithms, services
and toolkits and provides a simple way for Internet-programmers to create secure
communications over a protected channel. It includes hybrid security features
with standard-based public (asymmetric) and symmetric key distribution. The VMP
provides reliable process-to-process data transfer. Processes may be on the same
processor or distributed over an IP network. Developers can use the VMP to
choose the most appropriate transport protocol and to implement the required
security policy.

-     Our Secure Internet Protocol Stack (SIPS)
Our Secure Internet Protocol Stack (SIPS) is a transport infrastructure, which
combines into a single platform major transport and control protocols as well as
the most recent security methodologies. This is a major difference from current
security approaches that tend to add layers over the Internet transport
mechanisms. SIPS integrates transport and security for secure communication over
the Internet at this time.

-     Our Secure Internet Messaging Development Environment (SIMDE)


                                       3
<PAGE>
Our Secure Internet Messaging Development Environment (SIMDE) is a software
development kit (SDK) and an environment for rapidly and simply developing and
operating secure interactive, distributed applications on the Internet. SIMDE
facilitates the implementation of enhanced security of applications using either
client/server, server-to-server or peer-to-peer communication models, all with
equal ease. SIMDE includes a complete, integrated and built-in set of control,
transport and security features, which are automatically inherited by any
application developed under SIMDE.

-     Our Secure Instant Messenger System (SIES)
Our Secure Instant Messenger System (SIES) functions in a similar manner as
AOL's ICQ and MSN's consumer instant messaging systems. However, SIES has the
unique features of uniting a closed community of authenticated users and of
providing the highest level of security available on the Internet for the
exchange of data. Using SIES, the members of such a community can exchange text
messages, files, URLs, audio files, video files, software or any type of data in
a highly secure environment of trusted users.

-     Our Multiplatform Graphic User Interface (SMGUI)
Our Multiplatform GUI (SMGUI) is an application programming interface (API) that
allows developers of graphic-based applications to develop on their favorite
platform (for example Microsoft Visual Studio or Borland Enterprise Studio) and
to be confident that their applications will run and will appear the same on
other major platforms without rewriting the application code. The SMGUI is based
on a standard Open GL environment. It includes a Resource Editor and a Resource
File Reader, which facilitate the integration of the SMGUI into other native
development environments.

-     Our Multiplatform Libraries (SML)
Our Multi-platform Libraries (SML) is the complement to the SMGUI in that it
offers a standardized interface for non-graphical functions such as file
handling and multi-thread management.

Our technology provides benefits, by enabling users:

-     to integrate security in all communication and document exchanges through
      an integrated approach,

-     to develop secure, interactive, distributed applications (like e-commerce,
      e-banking, e-health and e-loyalty),

-     to develop, to deploy and to sell secure applications running on more than
      one platform, without re-writing code for each platform.


TARGET MARKET

We plan to license our technology to large organizations that develop, market,
sell or distribute software products where interaction with a distributed client
base is essential. This includes:


                                       4
<PAGE>
-     Corporate IT departments who serve their corporation with a variety of
      applications and of implementation environments, according to the needs of
      the various internal departments. This may imply having to write
      applications for more than one platform or to migrate, at one point in
      time, from one platform to another; and

-     IT developers serving a relatively large group of customers, on a regional
      or national basis and who must respond to a variety of conditions and
      platforms, as imposed by their customers, including the first category of
      Corporate IT departments.

Potential clients will include, among others:

-     telecommunication firms,

-     financial institutions,

-     corporations

-     Internet service providers,

-     distribution services,

-     government agencies,

-     e-tailers.

These potential clients' applications may run on Microsoft, Unix or Linux
operating systems.




                                       5
<PAGE>
MARKETING STRATEGY AND DISTRIBUTION CHANNELS

The Company has initiated a marketing program in North America, Japan and Europe
to bring its products to the marketplace. This program has two components:
Direct and Channel Sales.

-     Direct Sales
The Direct Sales approach entails our officers and marketing representatives
making high-level contacts within target customers to present the competitive
advantages we bring in terms of cost savings and increased efficiency. Leads to
such presentations are generated through existing contacts of management and
marketing representatives and through attendance at and participation in
specialized e-commerce and computer security trade shows. In the near term, this
will be the preferred channel in order for us to have direct contact with our
customers and to take their requirements into account when establishing future
development plans.

-     Channel Sales
In order to penetrate the market for our products, we intend to set up a network
of Value-Added Resellers in selected geographic areas and industrial sectors.
VARs may include organizations like System Integrators or Transactions Software
Suppliers, for whom we bring benefits to their clients and lower costs for the
organizations. They will be selected by their ability to penetrate specific
markets more easily than us. We believe major customers will act as VARs in
their sector.

Marketing representatives will promote our products within these two channels.
The representatives will respond to queries and expressions of interest from
early adopters of technology in order to generate implementation sites in the
earliest timeframe possible. These early customers and distributors may have an
impact on the product development schedule, as interfaces with their existing
systems will be developed by us for the first few clients while their staff is
being trained.

The representatives will be supported by technical literature on specific topics
such as:

-     security,

-     features and benefits,

-     integration into current systems,

-     openness of the architecture,

-     future developments and

-     implementation procedures.

We expect the sales cycle will be from four to eight months in duration. The
territory where most potential clients reside is expected to be in North America
and in Western Europe. Three to five representatives will be hired during the
next twelve months. Due to current market conditions, and subject to sufficient
financing or cash flow, we have postponed starting to hire these representatives


                                       6
<PAGE>
until the second half of 2002. We expect that the initial focus will be on
direct customers and that VARs first will be selected on a geographical basis.
Market research began in North America and Western Europe in the second quarter
of 2000.

We anticipate that the main expense factors for this marketing campaign will be
for:

-     personnel;

-     participation in trade shows;

-     travel and living expenses;

-     Web site development and maintenance; and

-     literature preparation and distribution.

For more information, please see "Part II. Item 6. Management's Discussion and
Analysis or Plan of Operation; Plan of Operations."


OUR PRODUCTS

         At this point in time, our products are not ready for commercial
implementation. Our products will be specific implementations of our technology.


COMPETITION

         Multiplatform Development Environment. Currently, the main method to
ensure portability of application from one platform to another is the Java
language, developed by Sun Microsystems. Our technology is different in the
sense that it does not constitute a language but a development environment. It
can be implemented in applications where Java can but also in environments where
the use of Java is not relevant or possible.

         Security Measures. We compete with a host of suppliers of security
measures products and with internal systems developed by potential clients to
prevent unauthorized access.

            Security measures include:

-     Symmetrical key encryption algorithms such as DES;

-     Private and public key encryption algorithms such as RSA and Entrust;

-     Browser level protection such as secure socket layer offered by Netscape
      and Microsoft;

-     System level protection such as the secure electronic transaction
      developed by Visa and MasterCard and offered by the credit card industry
      and the banking system; and

-     Network level protection such as private networks and virtual private
      networks.


                                       7
<PAGE>
         Our technology provides security features for communication over the
Internet, extranet or intranet as well as on private and public networks. We
combine all the intelligence and functionality required to automatically perform
secure, reliable Internet communications between any two application processes
under our control. Our technology is based on common, accepted standards. We
enable developers to implement secure communications channels, resistant to
intrusion, without having to learn any individual standard, which may accelerate
the creation of secure Internet applications.

         We know of no other supplier who has implemented this approach.
However, we cannot assure that competitive products do not exist or will not be
developed or that our products will be saleable in the marketplace.


RESEARCH AND DEVELOPMENT

         We spent the following amounts during the periods mentioned on research
and development activities:

<TABLE>
<CAPTION>
                                                YEAR ENDED DECEMBER 31,
                                                -----------------------
                                                2001               2000
<S>                                          <C>               <C>
                                             $1,015,043        $1,741,082
</TABLE>

For more information, see: "Part II. Item 6. Management's Discussion and
Analysis or Plan of Operation; Plan of Operations."

INTELLECTUAL PROPERTY PROTECTION

         We rely on trade secrets and confidentiality agreements. We claim
copyright in specific software products and various elements of the core Sochrys
Technology. We have registered trademarks in North America and in Europe to
cover specific products described herein, as well as some graphic identification
and the SOCHRYS name itself.

         We believe, but we cannot assure, that our Sochrys Technology and its
implementation may be patentable. We are preparing a patent application covering
its approach and preferred implementation. The initial patent applications will
cover the U.S. and be expanded to other countries as and when we penetrate new
markets. We are in the process of defining migration paths for the various
products and developing schedules for that migration. This will define the
requirement for additional patent, trademarks and copyright protection, which we
plan to apply for as required in order to prevent unauthorized use of our
technology.

         We cannot assure that we will be able to obtain or to maintain the
foregoing intellectual property protection. We also cannot assure that our
technology does not infringe upon the intellectual property rights of others. In
the event that we are unable to obtain the foregoing protection or our
technology infringes intellectual property rights of



                                       8
<PAGE>
others, our business and results of operations could be materially and adversely
affected. For more information please see "Risk Factors; Proprietary Rights"
below.

EMPLOYEES

         As of March 28, 2002, we had 11 personnel, including 1 executive
officer, 9 software developers and programmers and 1 in marketing and sales. 10
of the personnel are located in Europe and 1 is located in Ottawa, Canada. In
addition, we regularly engage technical consultants and independent contractors
to provide specific advice or to perform certain administrative or technical
functions.

RISK FACTORS

         Our business operations and our securities are subject to a number of
substantial risks, including those described below. If any of the these or other
risks actually occur, our business, financial condition and operating results,
as well as the trading price or value of our securities could be materially
adversely affected.

         OUR LIMITED OPERATING HISTORY MAKES EVALUATING OUR BUSINESS AND
         PROSPECTS DIFFICULT.

         Our limited operating history makes it difficult to evaluate our
current business and prospects or to accurately predict our future revenues or
results of operations. Our revenue and income potential are unproven, and our
business plan is constantly evolving. Because the Internet is constantly
changing and software technology is constantly improving, we may need to modify
our business plan to adapt to these changes. Companies in early stages of
development, particularly companies in new and rapidly evolving computer
technology and Internet industry segments, are generally more vulnerable to
risks, uncertainties, expenses and difficulties than more established companies.

         WE HAVE A HISTORY OF OPERATING LOSSES AND WE ANTICIPATED LOSSES AND
         NEGATIVE CASH FLOW FOR THE FORESEEABLE FUTURE. UNLESS WE ARE ABLE TO
         GENERATE PROFITS AND POSITIVE CASH FLOW WE MAY NOT BE ABLE TO CONTINUE
         OPERATIONS.

         We incurred an operating loss of$1,448,485 and negative cash flow from
operations of $739,681 during the year ended December 31, 2001. During the year
ended December 31, 2000, we incurred an operating loss of $2,932,430 and
negative cash flow from operations of $1,937,835. We expect operating losses and
negative cash flow to continue for the foreseeable future and to increase
significantly from current levels as we significantly increase expenditures for:

-     sales and marketing,

-     technology,

-     infrastructure research and development and

-     general business enhancement.


                                       9
<PAGE>
             With increased on-going operating expenses, we will need to
generate significant revenues to achieve profitability. Consequently, we may
never achieve profitability. Even if we do achieve profitability, we may not
sustain or increase profitability on a quarterly or annual basis in the future.
If we are unable to achieve or sustain profitability in the future, we may be
unable to continue our operations.

         Our financial statements for the year ended December 31, 2001 have been
prepared on the basis of accounting principles applicable to a going concern.
Our auditors' report on these financial statements includes an additional
explanatory paragraph following the opinion paragraph on our ability to continue
as a going concern. Note 2(a) to these financial statements describes the
reasons why there is substantial doubt about our ability to continue as a going
concern and our plans to address this issue. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
Our inability to continue as a going concern would require a restatement of
assets and liabilities on a liquidation basis, which would differ materially
from the going concern basis on which our financial statements were prepared.

         WE HAVE AN IMMEDIATE NEED FOR ADDITIONAL CAPITAL TO PROCEED WITH OUR
         BUSINESS PLAN. IF WE ARE UNABLE TO OBTAIN SUCH CAPITAL WE MAY BE UNABLE
         TO PROCEED WITH OUR BUSINESS PLAN AND WE MAY BE FORCED TO LIMIT OR
         CURTAIL OUR OPERATIONS.

         We have an immediate need for additional working capital to maintain
our current operations and to proceed with our business plan. For a discussion
of our capital requirements, see the disclosure in "Part II. Item 6.
Management's Discussion and Analysis or Plan of Operation; Plan of Operations."
We currently do not have any commitment from any third party to provide
financing and may be unable to obtain financing on reasonable terms or at all.
Furthermore, if we raise additional working capital through equity, our
shareholders will experience dilution. If we are unable to raise additional
financing when needed, we may be unable to grow or maintain our current level of
business operations and, in fact, we may be forced to limit or curtail our
operations.

         THE LOSS OF ANY OF OUR KEY PERSONNEL WOULD LIKELY HAVE AN ADVERSE
         EFFECT ON OUR BUSINESS.

         Our future success depends, to a significant extent, on the continued
services of our key contractual technical personnel. Our loss of any of these
key technical personnel most likely would have an adverse effect on our
business. At present, we have a contractual agreement with these personnel but
we do not have key man life insurance on them. In addition, competition for
personnel throughout the industry is intense and we may be unable to retain our
current contractor or attract, integrate or retain other highly qualified
employees in the future. If we do not succeed in retaining or current contractor
or attracting and motivating new personnel, our business could be materially
adversely affected.


                                       10
<PAGE>
         THE MARKET IS HIGHLY COMPETITIVE AND WE MAY NOT BE ABLE TO COMPETE
         SUCCESSFULLY AGAINST OUR CURRENT AND FUTURE COMPETITORS

         The market for our products and technology is highly competitive and
subject to rapid change. We face competitive pressures from numerous actual and
potential competitors. Competition is likely to increase significantly as new
companies enter the market and current competitors expand their services. Many
of our current and potential competitors have substantial competitive
advantages, including:

-     longer operating histories,

-     significantly greater financial, technical and marketing resources,

-     greater brand name recognition and

-     larger existing customer bases.

         These competitors may be able to respond more quickly to new or
emerging technologies and changes in customer requirements and to devote greater
resources to develop, promote and sell their products or services. Services
offered by existing and potential competitors may be perceived by users or
advertisers as being superior to ours. We cannot assure that the Company will be
able to compete.

         IF WE ARE UNABLE TO DEVELOP BRAND RECOGNITION, WE MAY BE UNABLE TO
         GENERATE SIGNIFICANT REVENUES AND OUR RESULTS OF OPERATIONS MAY BE
         MATERIALLY ADVERSELY AFFECTED.

         To attract customers we may have to develop a brand identity and
increase public awareness of our technology and products. To increase brand
awareness, we may advertise to the extent that we have adequate financial and
other resources to do so. These activities may, however, not result in
significant revenue and, even if they do, any revenue may not offset the
expenses incurred in building brand recognition. Moreover, despite these
efforts, we may not be able to increase public awareness of our brands, which
would have a material adverse effect on our results of operations.

         IF WE ARE UNABLE TO RESPOND TO RAPID TECHNOLOGICAL CHANGE AND IMPROVE
         OUR PRODUCTS AND SERVICES, OUR BUSINESS COULD BE MATERIALLY ADVERSELY
         AFFECTED.

         The market for Internet solutions and software products and services is
characterized by rapid change, evolving industry standards and frequent
introductions of new technological developments. These new standards and
developments could make our existing or future products or technology obsolete.
Keeping pace with the introduction of new standards and technological
developments could result in significant additional costs or prove difficult or
impossible. Our failure to keep pace with these changes and to continue to
enhance and improve the responsiveness, functionality and features of our
technology and products could harm our ability to attract and retain customers.
If


                                       11
<PAGE>
-     we are not able to improve and expand our technology and products to keep
      them state-of-the-art or

-     current competitors or new market entrants succeed in developing and
      introducing new or enhanced technology and/or products superior to, or
      more effective than ours,

our business could be materially and adversely affected.

         WE MAY NOT BE ABLE TO PROTECT AND ENFORCE OUR INTELLECTUAL PROPERTY
         RIGHTS, WHICH COULD RESULT IN THE LOSS OF OUR RIGHTS, LOSS OF BUSINESS
         OR INCREASED COSTS.

         Our success and ability to compete depend, to a large degree, on our
current technology and, in the future, technology that we might develop or
license from third parties. To protect our technology, we enter into
confidentiality and/or intellectual property agreements with our employees,
consultants and suppliers. We also plan to rely on patent, trademark, trade
secret, and copyright law.

         Despite these precautions, it may be possible for unauthorized third
parties to copy or otherwise obtain and use our products, technology or
proprietary information. In addition, effective patent, trademark, trade secret,
and copyright protection may be unavailable or limited in certain foreign
countries. We have registered trademarks in the United States and Canada and are
in the process of registering trademarks in Europe. We are also preparing patent
applications. Litigation may be necessary in the future:

-     to enforce our intellectual property rights,

-     to defend the validity of any patents that we may obtain,

-     to protect our trade secrets or

-     to determine the validity and scope of the proprietary rights of others.

Such misappropriation or litigation could result in substantial costs and
diversion of resources and the potential loss of intellectual property rights,
which could impair our financial and business condition. Although currently we
are not engaged in any form of litigation proceedings, in the future, we may
receive notice of claims of infringement of other parties' proprietary rights.
Such claims may involve internally developed technology or technology and
enhancements that we may license from third parties. Moreover, although we
sometimes may be indemnified by third parties against claims that licensed
third-party technology infringes the proprietary rights of others, indemnity may
be limited, unavailable, or, where the third party lacks sufficient assets or
insurance, ineffectual. Any such claims could require us to spend time and money
defending against them, and, if they were decided adversely to us, could cause
us:

-     to pay damages,

-     to be subject to injunctions or


                                       12
<PAGE>
-     to halt distribution of our products while we re-engineer them or seek
      licenses to necessary technology, which necessary technology will increase
      our costs and might not be available on reasonable terms.

         Moreover, we could be subject to claims for indemnification resulting
from infringement claims made against our customers, which could increase
defense costs and potential damages. We currently do not have liability
insurance to protect against the risk that our technology or future licensed
third-party technology infringes the proprietary rights of others. Any of these
factors could have a materially adverse effect on our financial condition and
business.

         IF OUR ELECTRONIC SECURITY DEVICES WERE BREACHED, OUR BUSINESS WOULD BE
         MATERIALLY ADVERSELY AFFECTED.

         A key element of our technology and products is our Internet security
feature. If anyone is able to circumvent our security measures, they could
misappropriate proprietary information or cause interruptions or problems with
hardware and software of customers using our products. Any such security
breaches could significantly damage our reputation. In addition, we could be
liable to our customers for the damages caused by such breaches or we could
incur substantial costs as a result of defending claims for those damages. We
may need to expend significant capital and other resources to protect against
such security breaches or to address problems caused by such breaches. Security
measures taken by us may not prevent disruptions or security breaches. We
believe that the three-level architecture of our security system totally
prevents security breaches. In the event that we are incorrect or future events
or developments result in a compromise or breach of the technology we use to
protect a customer's personal information, our financial condition and business
could be materially adversely affected.

         WE MAY NEED TO CHANGE THE MANNER IN WHICH WE CONDUCT OUR BUSINESS IF
         GOVERNMENT REGULATION INCREASES OR CHANGES.

         There are currently few laws or regulations that specifically regulate
communications or commerce on the Internet. Laws and regulations may be adopted
in the future, however, that address issues such as user privacy, pricing,
taxation, content, copyrights, distribution, security, and the quality of
products and services. For example, the Telecommunications Act of 1996 sought to
prohibit transmitting certain types of information and content over the Web.
Several telecommunications companies have petitioned the Federal Communications
Commission to regulate Internet service providers and online services providers
in a manner similar to long distance telephone carriers and to impose access
fees on these companies. Any imposition of access fees could increase the cost
of transmitting data over the Internet. In addition, the growth and development
of the market for online commerce may lead to more stringent consumer protection
laws, both in the United States and abroad, that may impose additional burdens
on us. The United States Congress recently enacted Internet laws regarding
children's privacy, copyrights, taxation and the transmission of sexually
explicit material. The law of the Internet, however, remains largely unsettled,
even in areas where there has been



                                       13
<PAGE>
some legislative action. Moreover, it may take years to determine the extent to
which existing laws relating to issues such as property ownership, libel and
personal privacy are applicable to the Web. Any new, or modifications to,
existing laws or regulations relating to the Web could adversely affect our
business. If one or more states or any foreign country successfully asserts that
we should collect sales or other taxes on the provision of our technology or
products, our net sales and results of operations could be harmed. One or more
states may seek to impose sales tax collection obligations on companies that
engage in or facilitate the provision of services on the Internet. A number of
proposals have been made at the state and local level that would impose
additional taxes on the sale of products and services through the Internet. Such
proposals, if adopted, could substantially impair the growth of electronic
commerce and could adversely affect our opportunity to derive financial benefit
from the provision of our products and technology. Legislation limiting the
ability of the states to impose taxes on Internet-based transactions has been
enacted by Congress. However, this legislation, known as the Internet Tax
Freedom Act of 1998, imposes only a three-year moratorium that ended on October
21, 2001 on state and local taxes on electronic commerce where such taxes are
discriminatory and on Internet access unless such taxes were generally imposed
and actually enforced before October 1, 1998. Failure to renew this legislation
would allow various states to impose taxes on Internet-based commerce.

         OUR OPERATING RESULTS MAY PROVE UNPREDICTABLE, AND MAY FLUCTUATE
         SIGNIFICANTLY.

         Our operating results are likely to fluctuate significantly in the
future due to a variety of factors, many of which are outside of our control.
Because our operating results may be volatile and difficult to predict, future
operating results may fall below the expectations of securities analysts and
investors. In this event, the trading price of our common stock may fall
significantly. Factors that may cause operating results to fluctuate
significantly include the following:

-     new technology or products introduced by us or by our competitors;

-     the timing and uncertainty of sales cycles and seasonal declines in sales;
      and

-     general economic conditions, as well as economic conditions specific to
      users of our products and technology.

         OUR COMMON STOCK PRICE MAY BE VOLATILE.

         The market prices of securities of Internet and technology companies
are extremely volatile and sometimes reach unsustainable levels that bear no
relationship to the past or present operating performance of such companies.
Factors that may contribute to the volatility of the trading price of our common
stock include, among others:

-     our quarterly results of operations;

-     the variance between our actual quarterly results of operations and
      predictions by stock analysts;


                                       14
<PAGE>
-     financial predictions and recommendations by stock analysts concerning
      Internet companies and companies competing in our market in general, and
      concerning us in particular;

-     public announcements of technical innovations relating to our business,
      new products or technology by us or our competitors, or acquisitions or
      strategic alliances by us or our competitors;

-     public reports concerning our products or technology or those of our
      competitors; and

-     the operating and stock price performance of other companies that
      investors or stock analysts may deem comparable to us.

         In addition to the foregoing factors, the trading prices for equity
securities in the stock market in general, and of Internet-related companies in
particular, have been subject to wide fluctuations that may be unrelated to the
operating performance of the particular company affected by such fluctuations.
Consequently, broad market fluctuations may have an adverse effect on the
trading price of our common stock, regardless of our results of operations.

         THERE IS A LIMITED MARKET FOR OUR COMMON STOCK. IF A SUBSTANTIAL AND
         SUSTAINED MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, OUR
         SHAREHOLDERS' ABILITY TO SELL THEIR SHARES MAY BE MATERIALLY AND
         ADVERSELY AFFECTED.

         Our common stock is tradable in the over-the-counter market and is
quoted on the OTC Bulletin Board. There is only a limited market for our common
stock and there can be no assurance that this market will be maintained or
broadened. If a substantial and sustained market for our common stock does not
develop, our shareholders ability to sell their shares may be materially
adversely affected.

         SUBSTANTIAL SALES OF OUR COMMON STOCK COULD CAUSE STOCK PRICE TO FALL.

         As of March 28, 2002, we had outstanding 15,727,786 shares of common
stock of which approximately 9,914,862 shares were "restricted securities" as
that term is defined under Rule 144 promulgated under the Securities Act of
1933. These restricted shares are eligible for sale under Rule 144 at various
times. No prediction can be made as to the effect, if any, that sales of shares
of common stock or the availability of such shares for sale will have on the
market prices prevailing from time to time. Nevertheless, the possibility that
substantial amounts of our common stock may be sold in the public market may
adversely affect prevailing market prices for the common stock and could impair
our ability to raise capital through the sale of our equity securities.

         WE DO NOT INTEND TO PAY DIVIDENDS IN THE NEAR FUTURE.

         Our board of directors determines whether to pay dividends on our
issued and outstanding shares. The declaration of dividends will depend upon our
future earnings, our capital requirements, our financial condition and other
relevant factors. Our board does not intend to declare any dividends on our
shares for the foreseeable future.



                                       15
<PAGE>
         OUR COMMON STOCK MAY BE DEEMED TO BE A "PENNY STOCK." AS A RESULT,
         TRADING OF OUR SHARES MAY BE SUBJECT TO SPECIAL REQUIREMENTS THAT COULD
         IMPEDE OUR SHAREHOLDERS' ABILITY TO RESELL THEIR SHARES.

         Our common stock is a "penny stock" as that term is defined in Rule
3a51-1 of the Securities and Exchange Commission because it is selling at a
price below five dollars per share. In the future, if we are unable to list our
common stock on NASDAQ or a national securities exchange or the per share sale
price is not at least $5.00, our common stock may continue to be deemed to be a
"penny stock". Penny stocks are stocks:

-     with a price of less than five dollars per share;

-     that are not traded on a recognized national exchange;

-     whose prices are not quoted on the NASDAQ automated quotation system ; or

-     of issuers with net tangible assets less than

      -     $2,000,000 if the issuer has been in continuous operation for at
            least three years; or

      -     $5,000,000 if in continuous operation for less than three years, or

-     of issuers with average revenues of less than $6,000,000 for the last
      three years.

         Section 15(g) of the Exchange Act, and Rule 15g-2 of the Securities and
Exchange Commission, require broker-dealers dealing in penny stocks to provide
potential investors with a document disclosing the risks of penny stocks and to
obtain a manually signed and dated written receipt of the document before
effecting any transaction in a penny stock for the investor's account. Moreover,
Rule 15g-9 of the Securities and Exchange Commission requires broker-dealers in
penny stocks to approve the account of any investor for transactions in such
stocks before selling any penny stock to that investor. This procedure requires
the broker-dealer:

-     to obtain from the investor information concerning his or her financial
      situation, investment experience and investment objectives;

-     to determine reasonably, based on that information, that transactions in
      penny stocks are suitable for the investor and that the investor has
      sufficient knowledge and experience as to be reasonably capable of
      evaluating the risks of penny stock transactions;

-     to provide the investor with a written statement setting forth the basis
      on which the broker-dealer made the determination in (ii) above; and

-     to receive a signed and dated copy of such statement from the investor,
      confirming that it accurately reflects the investor's financial situation,
      investment experience and investment objectives.

Compliance with these requirements may make it more difficult for holders of our
common stock to resell their shares to third parties or to otherwise dispose of
them.


                                       16
<PAGE>
         OUR EXECUTIVE OFFICERS, DIRECTORS AND MAJOR SHAREHOLDERS OWN A
         SIGNIFICANT PERCENTAGE OF OUR VOTING STOCK. AS A RESULT, THEY EXERCISE
         SIGNIFICANT CONTROL OVER OUR BUSINESS AFFAIRS AND POLICY.

         As of March 28, 2002, our executive officers, directors and holders of
5% or more of our outstanding common stock together beneficially owned
approximately 45 % of the outstanding common stock if they exercised all of the
warrants held by them. These shareholders are able to significantly influence
all matters requiring approval by shareholders, including the election of
directors and the approval of significant corporate transactions. This
concentration of ownership may also have the effect of delaying, deterring or
preventing a change in control and may make some transactions more difficult or
impossible to complete without the support of these shareholders.

         WE EXPECT TO GENERATE SOME REVENUES AND INCUR SOME OPERATING EXPENSES
         OUTSIDE OF THE UNITED STATES. IF APPLICABLE CURRENCY EXCHANGE RATES
         FLUCTUATE OUR REVENUES AND RESULTS OF OPERATIONS MAY BE MATERIALLY AND
         ADVERSELY AFFECTED.

         We expect that some portion of our revenues will be based on sales
provided outside of the United States. In addition, we expect that a significant
portion of our operating expenses will be incurred outside of the United States.
As a result, our financial performance will be affected by fluctuations in the
value of the U.S. dollar to foreign currency. At the present time, we have no
plan or policy to utilize forward contracts or currency options to minimize this
exposure, and even if these measures are implemented there can be no assurance
that such arrangements will be available, be cost effective or be able to fully
offset such future currency risks.

         OTHER RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS COULD ADVERSELY
         AFFECT OUR BUSINESS OPERATIONS AND OUR RESULTS OF OPERATIONS.

There are certain risks inherent in doing business on an international level,
such as:

-     unexpected changes in regulatory requirements, export and import
      restrictions, export and import controls relating to encryption technology
      that may limit sales sometime in the future;

-     tariffs and other trade barriers;

-     difficulties in staffing and managing foreign operations;

-     longer payment cycles;

-     problems in collecting accounts receivable;

-     political instability;

-     fluctuations in currency exchange rates;

-     software piracy;

-     seasonal reductions in business activity during the summer months in
      Europe and elsewhere; and


                                       17
<PAGE>
-     potentially adverse tax consequences.

Any of these factors could adversely impact the success of our international
operations. One or more of such factors may impair our future international
operations and our overall financial condition and business prospects.

OUR CORPORATE HISTORY

         We were incorporated in Nevada on April 12, 1989 as CCC Funding Corp.
to seek out one or more potential business ventures. We changed our name as
follows:

<TABLE>
<CAPTION>
         Date                               New Name
<S>                                    <C>
         February 3, 1992              American Gold Group Inc.
         August 26, 1992               American Group, Inc.
         December 23, 1993             Global Science Corp.
         August 9, 1999                Sochrys.com Inc.
</TABLE>

         Our articles of incorporation were revoked by the State of Nevada
effective January 1, 1996 for failure to file a list of officers and directors
and pay the requisite filing fees. The State of Nevada reinstated our articles
of incorporation on February 10, 1999.

         On February 24, 1999, we acquired certain mining property located in
Fresno, California known as the Jack Thorn Property from Western Continental,
Inc. for $27,500 worth of our common stock - 92,591 post reverse split shares.

         On April 6, 1999, we effected a reverse split of our issued and
outstanding shares of common stock on a one-for-300 basis. All references to our
shares of common stock in this registration statement retroactively give effect
to this reverse split unless the text specifically indicates otherwise.

         On June 23, 1999, our former directors and the holders of a majority of
our issued and outstanding shares of common stock, determined not to maintain
the Jack Thorn Property and to write off the costs of acquiring the property.

         On August 3, 1999, our former directors and the holders of a majority
of our issued and outstanding shares of common stock, approved the acquisition
of 100% of the issued and outstanding shares of stock of Graph-O-Logic, S.A. for
8,459,000 shares of our common stock and warrants to purchase an aggregate of
2,000,000 shares over a four year period. 1,000,000 of the warrants were
exercisable at $2.00 per share and have all been exercised and the other
1,000,000 warrants were exercisable at $5.00 per share and have since been
cancelled. In addition, Jean Pierre Hofman and Andre Hensler, two Executive
Officers of Graph-O-Logic, S.A., were elected to our board of directors.




                                       18
<PAGE>
         We consummated the acquisition of Graph-O-Logic, S.A. on August 30,
1999 at which time all of our former executive officers and directors other than
Messrs. Hofman and Hensler resigned and were replaced by a slate chosen by
Graph-O-Logic, S.A.

ITEM 2.  DESCRIPTION OF PROPERTIES.

         Our principal executive office is located at 30 Metcalfe St., Suite
620, Ottawa, Canada, K1P 5L4. The telephone number is 613-293-4077. Our United
States office is located at 4651 Roswell Road, Suite B-106, Atlanta, Georgia
30342; the telephone number is (404) 256-1963.


         Our Ottawa office is leased from a non-affiliated party per oral
arrangement on a month-by-month basis. The lease provides shared access to and
use of 2,500 square feet. Our Atlanta office is leased from a non-affiliated
party per oral arrangement on a month-by-month basis. The lease provides shared
access to and use of 1,000 square feet.

ITEM 3.  LEGAL PROCEEDINGS.

         We are not presently a party to any material litigation.

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

         No matters were submitted to a vote of our shareholders during the
fourth quarter of the year ended December 31, 2001.


                                       19


<PAGE>
                                     PART II

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

         (a) Marketing Information -- The principal U.S. market in which our
common stock, all of which are of one class, $.001 par value per share, is
traded or will trade is in the over-the-counter market. Our stock is quoted on
the OTC Bulletin Board and our symbol is "SOCH" Our stock is not traded or
quoted on any Automated Quotation System.

The following table sets forth the range of high and low bid quotes of our
common stock per quarter for the past two fiscal years as reported by the OTC
Bulletin Board. These quotes reflect inter-dealer prices without retail mark-up,
markdown or commission and may not necessary represent actual transactions.

                          MARKET PRICE OF COMMON STOCK

<TABLE>
<CAPTION>
                                                                 BID
        QUARTER ENDING                                   HIGH              LOW
                                                         -----            ------
<S>                                                      <C>              <C>
        2000
        January 1 to March 31                            7.25             2.75
        April 1 to June 30                               7.25             2.00
        July 1 to September 30                           5.80             3.00
        October 1 to December 31                         3.207            1.375

        2001
        January 1 to March 31                            2.50             1.30
        April 1 to June 30                               1.75             0.65
        July 1 to September 30                           1.35             0.65
        October 1 to December 31                         1.25             0.40

        2002
        January 1 to March 28                            0.80             0.48
</TABLE>

(b) Holders -- There were approximately 136 holders of record of our common
stock as of March 28, 2002, inclusive of those brokerage firms and/or clearing
houses holding our securities for their clientele, with each such brokerage
house and/or clearing house being considered as one holder. The aggregate number
of shares of common stock outstanding as of March 28, 2002 was 15,727,786
shares.

(c) Capital Stock Issuance -- During the three months ended September 30 2001,
pursuant to section 4 (2) of the Securities Act of 1933, we issued 2,774,362
shares of common stock at $0.80 per share plus 2,150,000 warrants exercisable at
$1.00 per share to creditors for $2,219,493 of consideration as payment for
debt. We also issued 500,000


                                       20
<PAGE>
warrants to our Executive Vice President ( now Chairman, President, Chief
Executive Officer, Secretary and Director ), Andre Maisonneuve, exercisable at
$1.00 per share. 1,000,000 warrants exercisable at $5.00 per share were
cancelled upon agreement between the Company and the holders. During the
period January 1, 2002 through March 28, 2002, pursuant to section 4 (2) of the
Securities Act of 1933, we issued 340,500 shares to creditors as payment for
services rendered.

(d) Dividends -- We have not paid or declared any dividends upon our common
stock since inception and, by reason of its present financial status and its
contemplated financial requirements, we do not contemplate or anticipate paying
any dividends in the foreseeable future.

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

GENERAL

         In this section, we explain our consolidated financial condition and
results of operations for the years ended December 31, 2001 and December 31,
2000. As you read this section, you may find it helpful to refer to our
Consolidated Financial Statements at the end of this registration statement.

         Until we acquired our former subsidiary, Graph-O-Logic, S.A. in August
1999, we had no material or substantive business operations. Since then, our
business has been as more fully described in " Part I, Item 1: Description of
Business". Accordingly, in this section we focus solely on the historical
business operations of the subsidiary and our current business plan and
operations.

PLAN OF OPERATIONS

         We are a development stage enterprise. As such, our historic results of
operations are unlikely to provide a meaningful understanding of the activities
expected to take place during the period through December 31, 2002. Our Sochrys
Technology based products have not reached the stage of being saleable and we
have yet to make a commercial sale. Our major initiatives through December 31,
2002 are:

-        completing the development of our Sochrys Technology based products;
         and

-        marketing the products and developing and improving product agents to
         perform specialized functions common to many e-commerce sites.

For more information, please see "Part 1. Item 1: Description of Business;
Technology."

         MARKETING PLANS: We started the marketing process in the second quarter
of 2000, with our primary focus being potential customers located in the United
States and Western Europe. The potential customers are more fully described in
"Part 1. Item 1: Description of Business; The Target Market." Marketing
activities are multi-faceted.


                                       21
<PAGE>
         Marketing leads are being developed by direct identification of
potential customers, through trade shows and through personal contacts of
management and the marketing representatives. We expect to spend $100,000 in
attending and exhibiting at trade shows through December 31, 2002. We anticipate
that preparations of promotional literature, including technical evaluations of
the products and testimonials from users of the products, and distribution of
promotional literature at the trade shows and by direct mailings to the
individuals identified as the decision makers and decision influencers will cost
an additional $50,000.

         Marketing representatives, who will be compensated on a salary and
commission basis, will then follow up these leads, with the objective of more
fully explaining the products and their benefits to the potential customer. We
estimate the cost of this initiative, including travel and sales support, to be
$750,000.

         Pilot projects to demonstrate the utility and benefits of the products
to the customer are expected to be funded at a break-even level by the customer.

         In summary, the marketing program is expected to cost between $900,000
and $1,000,000 through December 31, 2002 subject to sufficient financing or cash
flow.

         DEVELOPING AND IMPROVING PRODUCT AGENTS: While we direct a considerable
portion of our activities and budget to marketing, we will continue developing
the core functions of the products and additional product agents and improving
existing ones. For more information please see "Part I. Item 1. Description of
Business; Our Sochrys Technology."

         We will improve and further develop our products based upon responses
we get from potential customers. The cost of developing these is primarily a
function of the activity currently planned and thus will be subject to a high
degree of control. We estimate that the cost of this continued research and
development effort will be $600,000 through December 31, 2002 subject to
sufficient financing or cash flow. In addition, we expect to spend $300,000 on
our general and administrative expenses through December 31, 2002 subject to
sufficient financing or cash flow.

         In the past, we obtained financing from the exercise of our Series A
warrants, which are now fully exercised, and the proceeds from loans. Until such
time as we generate sufficient revenues from the licensing of our software
applications we will continue to be dependent on raising substantial amounts of
additional capital through any one of a combination of debt offerings or equity
offerings, including but not limited to:

-        debt instruments, including demand notes similar to those discussed
         below in "Liquidity and Capital Resources";

-        private placements of common stock;

-        exercise of Series `B' warrants at an exercise price of $3.00 per
         share;

-        exercise of Series `D' warrants at an exercise price of $1.00 per
         share; or

-        funding from potential clientele or future industry partners.


                                       22
<PAGE>
         There can be no assurance that any such financings can be obtained. In
the event that we are not able to raise sufficient funds to conduct all of the
foregoing activities, we will scale back the level of activities we undertake to
match the funds available. In this regard, please see "Risk Factors; Immediate
need for Additional Capital" in Item 1 above.

SELECTED FINANCIAL DATA

         The selected financial data set forth below with respect to our
consolidated statements of operations for each of the two fiscal years in the
period ended December 31, 2001 and with respect to the consolidated balance
sheets as at December 31, 2001 and 2000, are derived from our audited
consolidated financial statements included at the end of this report. You should
read the following selected financial data in conjunction with our consolidated
financial statements and the notes thereto.

<TABLE>
<CAPTION>
                                              YEAR ENDED DECEMBER 31,
                                            ----------------------------
                                               2001             2000
                                            -----------      -----------
             OPERATIONS DATA
<S>                                         <C>              <C>
Research and development                    $ 1,015,043      $ 1,741,082
General and administrative                      516,829        1,040,168
Amortization                                     45,761          117,720
Loss on write-off of assets                      65,966
Other expenses                                   96,393           33,460
Extraordinary gain on settlement of debt       (291,507)            --
                                            -----------      -----------
Net loss                                    $ 1,448,485      $ 2,932,430
</TABLE>

<TABLE>
<CAPTION>
                                                    YEAR ENDED DECEMBER 31,
                                                 ----------------------------
                                                    2001             2000
                                                 -----------      -----------
              FLOWS DATA
<S>                                              <C>              <C>
Net cash from (used in) operations               $  (739,681)     $(1,937,835)
Net cash from (used in) investing activities         179,069         (179,397)
Net cash from financing activities                   480,377        2,020,837
Effects of exchange rates on cash                     71,257          (65,551)
                                                 -----------      -----------
Net increase (decrease) in cash                  $    (8,978)     $  (161,946)

              BALANCE SHEET DATA

Cash                                             $       704      $     9,682
Total current assets                                     840           16,517
Fixed Assets                                            --            232,170
Total assets                                             840          301,297
Total current liabilities                            312,529        1,897,692
Stockholders' equity (deficiency)                   (311,689)      (1,596,395)
</TABLE>

RESULTS OF OPERATIONS

         In this section, we discuss our earnings for the periods indicated and
the factors affecting them that resulted in changes from one period to the
other.


                                       23
<PAGE>
         Through September 30, 2001, our principal operations were conducted in
Switzerland. Our expenses were incurred in Swiss francs. Subsequent to September
30, 2001 our principal operations were conducted in Canada and Europe. However,
our expenses were incurred in United States dollars. Our financial statements
have been conformed to US GAAP and presented in US dollars for purposes of this
registration statement. The rates of exchange between the Swiss franc and US
dollar set out below were used to convert the various financial statement
balances from Swiss francs to US dollars. In the following tables we set forth:

-        the rates of exchange for the US dollar, expressed in Swiss francs
         (CH), in effect at the end of each of the periods indicated;

-        the average of the exchange rates in effect during such periods

<TABLE>
<CAPTION>
                            YEARS ENDING DECEMBER 31

                                                     2001            2000
<S>                                                 <C>             <C>
         Rate at end of Period                      1.67CH          1.61CH

         Average Rate During Period                 1.69CH          1.69CH
</TABLE>


                                       24
<PAGE>
THE FISCAL YEAR ENDED DECEMBER 31, 2001 COMPARED TO THE FISCAL YEAR ENDED
DECEMBER 31, 2000

         REVENUE: We generated no revenues during the year ended December 31,
2001, nor did we generate any revenues during the year ended December 31, 2000.

         RESEARCH AND DEVELOPMENT EXPENSES: Research and development expenses
consist primarily of personnel costs and consulting expenses directly associated
with the development of our software applications. During the year ended
December 31, 2001, we spent $1,015,043, a decrease of $726,039 (42%) in
developing our Sochrys Technology, and implementing it into products. In
addition, we continued to develop related software applications. During the year
ended December 31, 2000 we spent $1,741,082 on research and development directed
towards the early stages of our core technology. In July and September 2001, our
two Swiss subsidiaries were determined to be insolvent and put under the
protection of the Swiss courts. As a result of this situation, our research and
development team was reduced to nil. During the year ended December 31, 2001 we
had an average of 17 people working directly on the project, compared to 22 in
the comparable period in 2000. This decrease in staffing is the primary reason
for the decrease in research and development costs.

         GENERAL AND ADMINISTRATIVE EXPENSES: General and administrative
expenses consist primarily of personnel costs, professional fees,
communications, occupancy costs and other miscellaneous costs associated with
supporting our research and development activities. During the year ended
December 31, 2001 we spent $516,829 as compared to $1,040,168 during the year
ended December 31, 2000. This decrease of $523,339 (50%) is a reflection of the
decreased activity as we focused our attention on extending our cash reserves,
in light of the constrained capital markets.

         AMORTIZATION: Amortization expense was $45,761 during the year ended
December 31, 2001, a decrease of $71,959, (61%), over the $117,720 charged to
expense during the year ended December 31, 2000. This decrease is the result of
the "sale-lease back" of our computer equipment and office furniture during
2001. As a result of the insolvency of our Swiss subsidiaries the equipment has
been returned to the lessee.

         GAIN ON SALE OF ASSETS: During the year ended December 31, 2001 we sold
our computer equipment and office that provided us with $176,890 in cash and
generated a gain on sale of these assets of $7,442. We did not have a comparable
transaction during the year ended December 31, 2000.

         LOSS ON WRITE-OFF OF ASSETS: In July and September 2001, our two Swiss
subsidiaries were determined to be insolvent and put under the protection of the
Swiss courts. We recorded losses of $65,966 as a result of uncollectibility or
impairment of these assets.


                                       25
<PAGE>
         EXTRAORDINARY GAIN ON SETTLEMENT OF DEBT: In July and September 2001,
our two Swiss subsidiaries were determined to be insolvent and put under the
protection of the Swiss courts. As a result of this situation we recorded a
$291,507 gain on the settlement of the debts of these two subsidiaries. There
was no comparable event during the year ended December 31, 2000.

         EFFECTS OF EXCHANGE RATES ON CASH: The reporting currency for our
financial statements is the United States dollar. The functional currency for
our operating subsidiaries was the Swiss franc. Expenses were translated from
Swiss francs to United States dollars at the average monthly exchange rates
during the period. The exchange rates used are disclosed above. Translation
gains and losses are accumulated as a separate component of shareholders'
equity. During the year ended December 31, 2001, we recorded translation gains
of $62,202 compared to $40,401 in translation losses we recorded during the year
ended December 31, 2000. This $102,603 difference relates predominantly to the
changes in our assets and liabilities, which decreased by approximately $1.6
million during the last 12 months.

         NET LOSS: We incurred a loss of $1,448,485 (($0.11) per share) for the
year ended December 31, 2001, compared to a loss of $2,932,430 (($0.24) per
share) for the year ended December 31, 2000. Our loss before extraordinary items
was $1,739,992 (($0.13)) per share) for the year ended December 31, 2001,
compared to a loss of $2,932,430 (($0.24) per share) for the year ended December
31, 2000. Our revenues and future profitability and future rate of growth are
substantially dependent on our ability to:

-        identify clients willing to install beta sites for our products;

-        operate successfully these beta sites, integrating our technology into
         their operations;

-        modify the software applications based on the results of the beta site
         results;

-        license the software applications to a sufficient number of clients;

-        modify the successful software applications, over time, to provide
         enhanced benefits to existing users; and

-        successfully develop related software applications.

LIQUIDITY AND CAPITAL RESOURCES

         At December 31, 2001, we had negative working capital of $311,689
compared to negative working capital of $1,881,175 at December 31, 2000. This
significant improvement in working capital is attributable to the insolvency of
our two Swiss subsidiaries. We had $704 of cash on hand at December 31, 2001
compared to $9,682 at December 31, 2000.

         NET CASH FLOW FROM OPERATIONS: During the year ended December 31, 2001,
we used $739,681 in operations, compared to using $1,937,835 during the year
ended December 31, 2000. This decrease in the use of cash from operations of
$1,198,154 during the year ended December 31, 2001 is primarily the result of
the $1,448,485 loss


                                       26
<PAGE>
incurred during the year ended December 31, 2001 and $896,026 of cash from
changes to working capital accounts, most notably accounts payable and accrued
liabilities, offset by $45,761 of amortization expenses.

         NET CASH USED IN INVESTING ACTIVITIES: During the year ended December
31, 2001, we invested $15,930 in computer equipment and office furniture. We
sold our computer equipment and office furniture in a "sale-lease back"
transaction that provided us with $176,890 in cash. We also applied $18,109 of
the cash we had pledge as collateral on an operating lease to our obligations
under that operating lease. During the year ended December 31, 2000, we invested
$166,290 in computer equipment and office furniture and pledged as a cash
collateral deposit on an operating lease a further $13,107.

         NET CASH FROM FINANCING ACTIVITIES: During the year ended December 31,
2001 we raised $496,377 from the issuance of 12% demand notes and repaid $16,000
of these notes. In addition, promissory notes payable in the amount of
$1,370,614, including accrued interest, accounts payable in the amount of
$591,520 and accrued liabilities in the amount of $257,356 were converted to
2,774,362 common shares of the Company at a conversion price of $0.80 per share.
These debt holders also received 2,150,000 Series D warrants. During the year
ended December 31, 2000, we raised a net of $1,178,000 by issuing 620,000 common
shares pursuant to the exercise of 620,000 Series A warrants at an exercise
price of $2.00 per warrant, less costs of $62,000. In addition we raised an
additional $880,000 in unsecured demand notes that bear interest at 12%.
Interest charges are accrued and capitalized and payable on demand.

         Since Graph-O-Logic S.A. commenced operations in February 1995 through
July 1999 we generated revenues from consulting contracts and used the funds in
excess of that required to perform the consulting services to fund the
development of the software applications. Since August 1999 we have directed our
efforts towards the development of our products and other related software
applications. In May 2000, we started to actively market our products.

         For information concerning our capital requirements see "Plan of
Operations" above.

THE FISCAL YEAR ENDED DECEMBER 31, 2000 COMPARED TO THE FISCAL YEAR ENDED
DECEMBER 31, 1999

         REVENUE: We generated no revenues during the year ended December 31,
2000. This is down from the $168,371 we generated during the year ended December
31, 1999. During the year ended December 31, 1999 we provided consulting
services to a related party. For more information on the related party, please
see "Part I. Item 7. Certain Relationships and Related Transactions". The
services provided were not related to the development of Sochrys Technology
based products. The decrease in revenues is a result of our shift of focus in
August 1999 from providing consulting services to directing all of our attention
towards the completion of the software applications for a high speed, highly
secure method of transacting business on the Internet. We believe that if we are


                                       27
<PAGE>
successful in our development and marketing efforts, we will generate a source
of revenues in the future from sales and/or licensing of our software
applications.

         RESEARCH AND DEVELOPMENT EXPENSES: Research and development expenses
consist primarily of personnel costs and consulting expenses directly associated
with the development of our software applications. During the year ended
December 31, 2000, we spent $1,741,082, an increase of $1,413,565 (432%) in
developing our Sochrys Technology, and implementing it into products. In
addition, we continued to develop related software applications. During the year
ended December 31, 1999 we spent $327,517 on research and development directed
towards the early stages of our core technology. In August 1999 we made the
strategic decision to direct all of our efforts towards the development of the
software applications. We have significantly increased our research and
development team. During the year ended December 31, 2000 we had an average of
22 people working directly on the project, compared to only 6 in the comparable
period in 1999. This increase in staffing is the primary reason for the increase
in research and development costs.

         GENERAL AND ADMINISTRATIVE EXPENSES: General and administrative
expenses consist primarily of personnel costs, professional fees,
communications, occupancy costs and other miscellaneous costs associated with
supporting our research and development activities. During the year ended
December 31, 2000 we spent $1,040,168 as compared to $429,835 during the year
ended December 31, 1999. This increase of $610,333 (142%) is a reflection of our
increased activity as we shifted our focus from a consulting service to research
and development activities.

         AMORTIZATION: Amortization expense was $117,720 during the year ended
December 31, 2000, an increase of $59,024, (101%), over the $58,696 charged to
expense during the year ended December 31, 1999. This significant increase
resulted from our acquisition of a significant quantity of computer equipment
during the last 12 months.

         EFFECTS OF EXCHANGE RATES ON CASH: The reporting currency for our
financial statements is the United States dollar. The functional currency for
our operating subsidiaries is the Swiss franc. Accordingly, the assets and
liabilities of these subsidiaries are included in the financial statements by
translating them from Swiss francs to United States dollars at the exchange
rates applicable at the end of reporting period. Revenues and expenses are
translated from Swiss francs to United States dollars at the average monthly
exchange rates during the period. The exchange rates used are disclosed above.
Translation gains and losses are accumulated as a separate component of
shareholders' equity. During the year ended December 31, 2000, we recorded
translation losses of $40,401 compared to $11,837 in translation gains we
recorded during the year ended December 31, 1999. This $52,238 difference
relates predominantly to the increase in our assets and liabilities, which
increased by approximately $1.7 million during the last 12 months, offset by a
decline of approximately 13% in the value of the Swiss franc as compared to the
US dollar.


                                       28
<PAGE>
         NET LOSS: We incurred a loss of $2,932,430 (($0.24) per share) for the
year ended December 31, 2000, compared to a loss of $752,186 ($0.08 per share)
for the year ended December 31, 1999. Our revenues and future profitability and
future rate of growth are substantially dependent on our ability to:

-        identify clients willing to install beta sites for our products;

-        operate successfully these beta sites, integrating our technology into
         their operations;

-        modify the software applications based on the results of the beta site
         results;

-        license the software applications to a sufficient number of clients;

-        modify the successful software applications, over time, to provide
         enhanced benefits to existing users; and

-        successfully develop related software applications.

LIQUIDITY AND CAPITAL RESOURCES

         At December 31, 2000, we had negative working capital of $1,881,175
compared to positive working capital of $37,646 at December 31, 1999. This
significant decrease in working capital resulted primarily from an increase in
accounts payable and accrued liabilities and the indebtedness we incurred as a
result of $880,000 in debt financing. We had $9,682 of cash on hand at December
31, 2000 compared to $171,628 at December 31, 1999.

         NET CASH FLOW FROM OPERATIONS: During the year ended December 31, 2000,
we used $1,937,835 in operations, compared to using $392,162 during the year
ended December 31, 1999. This increase in the use of cash from operations of
$1,545,673 during the year ended December 31, 2000 is primarily the result of
the $2,932,430 loss incurred during the year ended December 31, 2000 offset by
$117,720 of amortization expenses and $876,875 of cash from changes to working
capital accounts, most notably accounts payable and accrued liabilities.

         NET CASH USED IN INVESTING ACTIVITIES: During the year ended December
31, 2000, we invested $166,290 in computer equipment and office furniture and
pledged as a cash collateral deposit on an operating lease a further $13,107.
During the year ended December 31, 1999, we invested $189,348 in computer
equipment and office furniture and pledged as a cash collateral deposit on an
operating lease a further $26,928.

         NET CASH FROM FINANCING ACTIVITIES: During the year ended December 31,
2000, we raised a net of $1,178,000 by issuing 620,000 common shares pursuant to
the exercise of 620,000 Series A warrants at an exercise price of $2.00 per
warrant, less costs of $62,000. In addition we raised an additional $880,000 in
unsecured demand notes that bear interest at 12%. Interest charges are accrued
and capitalized and payable on demand. During the year ended December 31, 1999,
we raised $760,000 by issuing 380,000 common shares pursuant to the
exercise of 380,000 Series A warrants at an exercise price of $2.00 per warrant,
less costs of $34,750.


                                       29
<PAGE>
         Since Graph-O-Logic S.A. commenced operations in February 1995 through
July 1999 we generated revenues from consulting contracts and used the funds in
excess of that required to perform the consulting services to fund the
development of the software applications. Since August 1999 we have directed our
efforts towards the development of our products and other related software
applications. In May 2000, we started to actively market our products.

         For information concerning our capital requirements see "Plan of
Operations" above.

ITEM 7.  FINANCIAL STATEMENTS.

         For the Financial Statements required by Item 7 see the Financial
Statements included at the end of this Form 10-KSB.

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

         Except as set out below, there have been no changes in or disagreements
with accountants with respect to accounting and/or financial statements.

         On March 1, 2000, we dismissed Crouch, Bierwolf and Chisholm as our
certifying accountant and, on March 1, 2000, we retained KPMG LLP as our
certifying accountant. Crouch's reports on our financial statements for the
three months ended March 31, 1999 and the fiscal years ended December 31, 1998
and 1997 did not contain an adverse opinion or disclaimer of opinion, nor were
they modified as to uncertainty, audit scope or accounting principles.

         The decision to engage KPMG as set forth above and to dismiss Crouch
was approved by our board of directors.

         In connection with the audits of our financial statements for the three
months ended March 31, 1999 and the fiscal years ended December 31, 1998 and
1997 and during the period commencing April 1, 1999 through February 29, 2000,
there were no disagreements with Crouch on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedures,
which disagreements, if not resolved to the satisfaction of Crouch, would have
caused them to make reference to the subject matter of the disagreement in
connection with its report.

         On March 1, 2000, our subsidiary, Graph-O-Logic S.A., dismissed
Fiduciaire Bujard as its certifying accountant and on March 1, 2000,
Graph-O-Logic S.A. retained KPMG LLP as its certifying accountant. Fiduciaire
Bujard's reports on Graph-O-Logic S.A.'s financial statements for the fiscal
years ended December 31, 1998, 1997 and 1996 did not contain an adverse opinion
or disclaimer of opinion, nor were they modified as to uncertainty, audit scope
or accounting principles.


                                       30
<PAGE>
         The decision to engage KPMG as set forth above and to dismiss
Fiduciaire Bujard was approved by the board of directors of Graph-O-Logic S.A.

         In connection with the audits of the financial statements of
Graph-O-Logic S.A. for the fiscal years ended December 31, 1998, 1997 and 1996,
and during the period commencing January 1, 1999 through February 29, 2000,
there were no disagreements with Fiduciaire Bujard on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures, which disagreements, if not resolved to the satisfaction of
Fiduciaire Bujard, would have caused them to make reference to the subject
matter of the disagreement in connection with its report.

         On March 1, 2000, the Company's subsidiary, Sochrys Technologies S.A.,
dismissed Fiduciaire Bujard as its certifying accountant and on March 1, 2000,
Sochrys Technologies S.A. retained KPMG LLP as its certifying accountant.
Although Fiduciaire had been appointed the certifying accountant for Sochrys
Technologies S.A., no reports had been prepared to that date as Sochrys
Technologies S.A. was incorporated August 23, 1999.


                                       31
<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 certain information concerning our
directors and executive officers:

<TABLE>
<CAPTION>
Name                        Age               Position
----                        ---               --------
<S>                         <C>               <C>
Dr. Andre Maisonneuve       55                Chairman, President and
                                              Chief Executive Officer
</TABLE>

         ANDRE MAISONNEUVE has been our Chairman, President, Chief Executive
Officer, Secretary and Director since January 2002 and prior to this, he was
Executive Vice President, Secretary and a director since July 2001. He oversees
key management and strategic decisions as well as marketing and sales activities
and interacts with major customers and suppliers to define the marketing and
development strategies, focusing on customers' requirements. He has over 30
years of experience in launching and managing information technology companies,
both private and public. He founded and managed a successful international
information technology and management consulting company. He pioneered the use
of distributed image databases in the real estate industry and implemented an
international distribution network for a public spatial database company. He has
a Ph.D. in Engineering and holds a PMD in management from Harvard Business
School.

Andre Hensler and Paul Claverie resigned on September 25, 2001 as officers and
directors of the Company. Jean Pierre Hofman resigned on April 1, 2001 as an
officer and director of the Company.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

         To our knowledge, based solely on a review of such materials as are
required by the Securities and Exchange Commission, none of our officers,
directors or beneficial holders of more than ten percent of our issued and
outstanding shares of common stock failed to timely file with the Securities and
Exchange Commission any form or report required to be so filed pursuant to
Section 16(a) of the Securities Exchange Act of 1934.

ITEM     10. EXECUTIVE COMPENSATION.

         The following table shows all the cash compensation paid or to be paid
by us or our subsidiaries, as well as certain other compensation paid or
accrued, during the fiscal years indicated, to our chief executive officer for
such period in all capacities in which he served. No other executive officer
received total annual salary and bonus in excess of $100,000.


                                       32
<PAGE>
                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                           Long Term Compensation
                                        Annual Compensation

     (a)                 (b)        (c)           (d)          (e)          (f)          (g)          (h)        (i)
                                                              Other                   Securities                 All
Name and                                                      Annual     Restricted   Underlying     LTIP       Other
Principal                                                    Compensa-     Stock       Options/      Payouts   Compensa-
Position                 Year     Salary($)      Bonus($)     tion ($)     Award ($)     SARs         ($)       tion
------------------       ----     ---------      --------    ---------   -----------  ----------     -------   ---------
<S>                      <C>      <C>            <C>         <C>         <C>          <C>            <C>       <C>
Hofman, Jean             2001     $ 30,000         0            0            0            0            0          0
  Pierre                 2000     $235,000         0            0            0            0            0          0
Chairman, CEO &          1999     $ 80,000                      0            0            0            0          0
Pres.                    1998     $ 51,000                      0            0            0            0          0
                         1997     $ 51,000                      0            0            0            0          0
Maisonneuve, Andre       2001*    $ 45,000         0            0            0            0            0          0
Executive Vice
President
</TABLE>

----------
* Since July 16, 2001


         The following table sets forth information with respect to our chief
executive officer concerning the grants of options and Stock Appreciation Rights
("SAR") during the past fiscal year:

                     OPTION/SAR GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
                          Options/SARs    Percent of Total Options/SARs     Exercise or Base   Expiration Date
Name                        Granted       Granted to Employees in Fiscal      Price ($/Sh)
                                                       Year
-------------------       ------------    ------------------------------    ----------------   ---------------
<S>                       <C>             <C>                               <C>                <C>
Hofman, Jean Pierre           -0-                       -                           -                 -
Maisonneuve, Andre             0                        -
</TABLE>


         The following table sets forth information with respect to our chief
executive officer concerning exercise of options during the last fiscal year and
unexercised options and SARs held as of the end of the fiscal year:

      AGGREGATED OPTION/SAR EXERCISES AND FISCAL YEAR-END OPTION/SAR VALUES

<TABLE>
<CAPTION>
                                                               Number of Securities        Value of Unexercised
                              Shares       Value Realized     Underlying Unexercised     In-The-Money Options/SARs
                           Acquired on          ($)              Options/SARs at                    at
Name                       Exercise (#)                             FY-End (#)                  FY-End ($)
-------------------        ------------    --------------     ----------------------     -------------------------
<S>                        <C>             <C>                <C>                        <C>
Hofman, Jean Pierre            -0-              -0-                    -0-                          -0-
Maisonneuve, Andre             -0-              -0-                    -0-                          -0-
</TABLE>

         The following table sets forth information with respect to our chief
executive officer concerning awards under long term incentive plans during the
last fiscal year:


                                       33
<PAGE>
             LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>

                                                               Estimated Future Payouts under Non-Stock Price
                                                                                Based Plans.
                   Number of          Performance or
                   Shares, Units or   Other Period Until        Threshold          Target           Maximum
  Name             Other Rights (#)   Maturation or Payout       ($ or #)         ($ or #)         ($ or #)
  (a)                     (b)                  (c)                 (d)               (e)              (f)
------------       ----------------   --------------------      ---------         --------         --------
<S>                <C>                <C>                       <C>               <C>              <C>
Hofman, Jean            -0-
Pierre

Maisonneuve,         500,000
Andre                warrants
</TABLE>

         Directors are not compensated for acting in their capacity as
directors. Directors are reimbursed for their accountable expenses incurred in
attending meetings and conducting their duties.

         There are no employment agreements between us and any of our executive
officers. See "Part 1. Item 1. Description of Business; Risk Factors-Dependence
on Key Personnel."

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

         The following table sets forth information as of March 28, 2002, with
         respect to

-        any person known by us to own beneficially more than 5% of our common
         stock;

-        common stock beneficially owned by each of our officers and directors;
         and

-        the amount of common stock beneficially owned by our officers and
         directors as a group.

<TABLE>
<CAPTION>
                                                         Approximate Percent
Name & Address of               Number of Shares          of Common Stock
Beneficial Owner               Beneficially Owned         Outstanding  (1)
-------------------------      ------------------        -------------------
<S>                            <C>                       <C>
Jean Pierre Hofman (3)(6)           3,400,000                 21.6%

Andre Hensler (4)(6)                3,525,325(2)              22.3%

Paul Claverie (4)(6)                3,528,139(2)              22.3%

Antoine Veit (5)(6)                 3,500,000(2)              22.1%
</TABLE>


                                       34
<PAGE>
<TABLE>
<CAPTION>
<S>                                 <C>                      <C>
Waycross Corp. (6)                  3,400,000                 21.6%
29 Rue des Deux Communes
1226 Thonex-Geneva
Switzerland

Valdosta Corp. (7)                  2,400,000                 15.3%
P.O. Box 30592
Cayside, 2nd Floor, Harbour Drive
Georgetown, Grand Cayman
Cayman Islands, BWI

Andre Maisonneuve*                    500,000                  3.1%

All Executive Officers and
Directors As a Group
(One Person)                          500,000(8)               3.1%
</TABLE>
----------
*        Executive Officer and Director.

(1)      Based upon 15,727,786 shares of common stock issued and outstanding as
         of March 28, 2002 and includes for each person the shares issuable upon
         exercise of the warrants owned by them.

(2)      Includes 100,000 shares of common stock issuable to each of Messrs.
         Hensler, Claverie and Veit upon exercise of the warrants owned by them.
         Andre Hensler and Paul Claverie resigned as officers and directors of
         the Company as of September 25, 2001. Until then, they were executive
         officers and directors with an address at our Geneva, Switzerland
         office.

(3)      Jean Pierre Hofman resigned as an officer and director as of April 1,
         2001. Until then he was an executive officer and director with an
         address at our Geneva, Switzerland office.

(4)      Andre Hensler and Paul Claverie resigned as officers and directors of
         the Company as of September 25, 2001. Until then, they were executive
         officers and directors with an address at our Geneva, Switzerland
         office.

(5)      Antoine Veit was an employee of ours until February 2001, with an
         address at our Geneva, Switzerland office.

(6)      Waycross Corporation is a corporation incorporated under the laws of
         the Cayman Islands. Jean Pierre Hofman, Andre Hensler, Paul Claverie
         and Antoine Veit have beneficial interests in Waycross Corporation.
         Accordingly, the 3,400,000 shares owned of record by Waycross
         Corporation have been included as beneficially owned by each of the
         foregoing individuals.


                                       35
<PAGE>
(7)      A portfolio management corporation incorporated under the laws of the
         Cayman Islands.

(8)      Includes 500,000 shares of common stock issuable to Andre Maisonneuve
         upon exercise of the warrants owned by him.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         During the year ended December 31, 2000, there were no related party
transactions. During the year ended December 31, 2001, there were no related
party transactions.

         During the year ended December 31, 1999, we received $168,371 for
consulting services from Sochrys B.V. and we incurred $84,000 of research and
development costs under the contract with Servitel N.V. Sochrys B.V. and
Servitel N.V. are controlled by Jean Pierre Hofman, who was one of our executive
officers, directors and principal shareholders at that time.

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

         Exhibits

2.a.     Our Articles of Incorporation (1)

2.b.     Amendments to our Articles of Incorporation (1)

2.c.     Our By-Laws (1)

2.d.     Translation summary of material terms of Articles of Incorporation for
         Graph-O-Logic S.A. (1)

2.e.     Articles of Incorporation of Sochrys Technologies Inc. (2)

2.f.     Translation summary of material terms of Articles of Incorporation for
         Sochrys Technologies S.A.(2)

3.a.     Text of Common Stock Certificate (2)

4.a.     Text of Class A Warrants (1)

4.b.     Text of Class B Warrants (1)

4.c.     Text of Class D Warrants (1)

6.a.     Translation summary of Lease Agreement for Geneva Offices (1)

6.b.     Consulting Agreement dated August 30, 1999 between us and Capital House
         A Finance and Investment Corporation. (1)

----------
(1)      Previously filed as an Exhibit to our Registration Statement on Form
         10-SB, SEC File No. 0-28423, filed with the Commission on December 9,
         1999, and incorporated herein by reference.


                                       36
<PAGE>
(2)      Previously filed as an Exhibit to Amendment No. 1 to our Registration
         Statement on Form 10-SB, SEC File No. 0-28423, filed with the
         Commission on October 10, 2000, and incorporated herein by reference.

         REPORTS OF FORM 8-K

         We did not file any reports on Form 8-K filed with the Commission
during the last quarter of the fiscal year ended December 31, 2001.

         Statements contained in this Form 10-KSB as to the contents of any
agreement or other document referred to are not complete, and where such
agreement or other document is an exhibit to this Report or is included in any
forms indicated above, each such statement is deemed to be qualified and
amplified in all respects by such provisions.


                                       37
<PAGE>
                                   SIGNATURES

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

                                                  SOCHRYS.COM INC.

                                             By:  /s/   Andre Maisonneuve
                                                  ------------------------------
                                                  Andre Maisonneuve
                                                  Chairman, President and
                                                  Chief Executive Officer

Dated: April 11, 2002

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

<TABLE>
<CAPTION>
    SIGNATURES                     TITLE                         DATE
    ----------                     -----                         ----
<S>                                <C>                           <C>
    /s/   Andre Maisonneuve
    -----------------------        Chairman, President and
    Andre Maisonneuve              Chief Executive Officer       April 11, 2002
</TABLE>


                                       38
<PAGE>
                            SUPPLEMENTAL INFORMATION

         Supplemental Information to be Furnished With Reports Filed Pursuant to
Section 15(d) of the Act by Non-Reporting Issuers.

         NOT APPLICABLE.


                                       39
<PAGE>
                      Consolidated Financial Statements of

                                SOCHRYS.COM INC.
                        (A Development Stage Enterprise)

                     Years ended December 31, 2001 and 2000


<TABLE>
<CAPTION>
                                                                                           Page
<S>                                                                                        <C>
Auditors' Report to the Board of Directors                                                  F-2

Consolidated Balance Sheets as at December 31, 2001 and 2000                                F-3

Consolidated Statements of Operations for the years ended
December 31, 2001 and 2000 and for the period from
August 3, 1999 to December 31, 2001                                                         F-4

Consolidated Statements of Changes in Stockholders' Deficiency and Comprehensive
Loss for the years ended December 31, 2001 and 2000                                         F-5

Consolidated Statements of Cash Flows for the years ended December 31, 2001 and
2000 and for the period from August 3, 1999 to December 31, 2001                            F-6

Notes to Consolidated Financial Statements                                                  F-7
</TABLE>


                                      F-1
<PAGE>
AUDITORS' REPORT TO THE BOARD OF DIRECTORS


We have audited the accompanying consolidated balance sheets of SOCHRYS.com Inc.
and subsidiaries (a Development Stage Enterprise) as of December 31, 2001 and
2000 and the related consolidated statements of operations, changes in
stockholders' deficiency and comprehensive loss and cash flows for the years
then ended and the period from August 3, 1999 to December 31, 2001. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of SOCHRYS.com Inc. and
subsidiaries as of December 31, 2001 and 2000, and the results of their
operations and their cash flows for the years then ended and the period from
August 3, 1999 to December 31, 2001, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2(a) to the
consolidated financial statements, the Company has no assets or revenues and its
economic viability is dependent on its ability to finalize the development of
its principal products, generate future external sales and finance future
operational expenses which raises substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters are
also described in Note 2(a). The consolidated financial statements do not
include any adjustments that might result from the outcome of this uncertainty.



Chartered Accountants


Ottawa, Canada
March 21, 2002


                                      F-2
<PAGE>
SOCHRYS.COM INC.
(A Development Stage Enterprise)
Consolidated Balance Sheets

December 31, 2001 and 2000
(In U.S. dollars)

<TABLE>
<CAPTION>
                                                                           2001                  2000
                                                                        -----------           -----------
<S>                                                                     <C>                   <C>
Assets

Current assets:
   Cash and cash equivalents                                            $       704           $     9,682
   Prepaid expenses                                                             136                 6,835
                                                                        -----------           -----------
                                                                                840                16,517

Due from a related party (note 3)                                                --                12,575

Cash pledged as collateral for operating lease                                   --                40,035

Property and equipment (note 4)                                                  --               232,170
                                                                        -----------           -----------
                                                                        $       840           $   301,297
                                                                        -----------           -----------

Liabilities and Stockholders' Deficiency

Current liabilities:
   Accounts payable                                                     $   110,798           $   464,268
   Accrued liabilities                                                       88,731               553,424
   Promissory notes payable (note 5)                                        113,000               880,000
                                                                        -----------           -----------
                                                                            312,529             1,897,692

Stockholders' deficiency:
   Common stock ($0.001 par value.  Authorized 50,000,000
     shares; Issued and outstanding 15,387,286 shares in 2001
     and 12,612,924 shares in 2000)                                          15,386                12,612
   Additional paid-in capital                                             4,799,472             2,131,257
   Accumulated other comprehensive income (loss)                             26,212               (35,990)
   Deficit accumulated during the development stage                      (5,124,325)           (3,675,840)
   Retained earnings prior to entering development stage                     21,304               21,304
   Treasury stock (7,000 shares in 2001 and 7,000 in 2000
     at cost)                                                               (49,738)              (49,738)
                                                                        -----------           -----------
                                                                           (311,689)           (1,596,395)

Basis of presentation (note 2(a))
                                                                        -----------           -----------
                                                                        $       840           $   301,297
                                                                        -----------           -----------
</TABLE>

See accompanying notes to consolidated financial statements.


                                      F-3
<PAGE>
SOCHRYS.COM INC.
(A Development Stage Enterprise)
Consolidated Statements of Operations

Years ended December 31, 2001 and 2000
(In U.S. dollars)

<TABLE>
<CAPTION>
                                                                                                       Period from
                                                                                                        August 3,
                                                                                                         1999 to
                                                                                                      December 31,
                                                                       2001            2000               2001
                                                                   -----------      -----------       ------------
<S>                                                                <C>              <C>               <C>
Expenses:
   Research and development                                        $ 1,015,043      $ 1,741,082        $ 3,030,483
   General and administrative (note 6)                                 516,829        1,040,168          1,985,368
   Depreciation of property and equipment                               45,761          117,720            189,988
   Gain on sale of property and equipment                               (7,442)              --             (7,442)
   Write-off of accounts receivable                                     16,715               --             16,715
   Write-off of due from related party                                  12,575               --             12,575
   Loss on cash pledged as collateral
     for operating lease                                                21,926               --             21,926
   Write-down of property and equipment                                 14,750               --             14,750
                                                                   -----------      -----------       ------------
                                                                     1,636,157        2,898,970          5,264,363

                                                                   -----------      -----------       ------------
Operating loss                                                      (1,636,157)      (2,898,970)        (5,264,363)

Other expenses:
   Interest                                                            (91,655)         (33,460)          (124,241)
   Other                                                               (12,180)              --            (27,228)
                                                                   -----------      -----------       ------------
                                                                      (103,835)         (33,460)          (151,469)

                                                                   -----------      -----------       ------------
Loss before extraordinary item                                      (1,739,992)      (2,932,430)        (5,415,832)

Extraordinary item:
   Gain on extinguishment of debt (note 7)                             291,507               --            291,507

                                                                   -----------      -----------       ------------
Net loss                                                           $(1,448,485)     $(2,932,430)       $(5,124,325)
                                                                   -----------      -----------       ------------

Loss per common share before extraordinary
  item - basic and diluted (note 8)                                $     (0.13)     $     (0.24)
                                                                   -----------      -----------       ------------

Loss per common share after extraordinary
  item - basic and diluted (note 8)                                $     (0.11)     $     (0.24)
                                                                   -----------      -----------       ------------

Weighted average common shares outstanding                          13,306,515       12,428,897
                                                                   -----------      -----------       ------------
</TABLE>

See accompanying notes to consolidated financial statements.


                                      F-4
<PAGE>
SOCHRYS.COM INC.
(A Development Stage Enterprise)
Consolidated Statements of Changes in Stockholders' Deficiency and
Comprehensive Loss

Years ended December 31, 2001 and 2000
(In U.S. dollars)

<TABLE>
<CAPTION>
                                                                         Retained
                                                                         earnings
                                                                           prior
                                               Common      Additional   to entering
                                               stock        paid-in     development
                                 Number        amount       capital       stage
-----------------------------------------------------------------------------------
<S>                           <C>           <C>           <C>           <C>
Balances at
 December 31, 1998                61,333    $        61   $    23,058   $    30,080

Issued for
 mining claims                    92,591             92        27,408            --
Issued for cash                3,000,000          3,000        27,000            --
Reverse acquisition            8,459,000          8,459        21,541            --
Fair value of
 warrants issued to
 unrelated parties                    --             --       130,000            --
Shares issued
 upon exercise of
 warrants                        380,000            380       759,620            --
Share issuance costs                  --             --       (34,750)           --
Comprehensive loss:
  Net loss                            --             --            --        (8,776)
  Currency translation
    adjustment                        --             --            --            --
-----------------------------------------------------------------------------------
  Comprehensive loss

-----------------------------------------------------------------------------------
Balances at
 December 31, 1999            11,992,924         11,992       953,877        21,304


Shares issued
 upon exercise of warrants       620,000            620     1,239,380            --
Share issuance costs                  --             --       (62,000)           --
Acquisition of
 common stock                         --             --            --            --
Comprehensive loss:
  Net loss                            --             --            --            --
  Currency
    translation adjustment            --             --            --            --
-----------------------------------------------------------------------------------
  Comprehensive loss

-----------------------------------------------------------------------------------
Balances at
 December 31, 2000            12,612,924         12,612     2,131,257        21,304
Shares issued in
 exchange for
 debt (note 5)                 2,774,362          2,774     2,216,715            --
Fair value of
 warrants
 issued to
 unrelated
 parties (note 6)                     --             --       451,500            --

Comprehensive loss:
  Net loss                            --             --            --            --
  Currency translation
    adjustment                        --             --            --            --
-----------------------------------------------------------------------------------
  Comprehensive loss
-----------------------------------------------------------------------------------
Balances at
 December 31, 2001            15,387,288    $    15,386   $ 4,799,472   $    21,304
-----------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

                                 Deficit
                               accumulated      Accumulated
                                 during            other
                               development     comprehensive    Treasury
                                  stage        income (loss)      stock       Total
---------------------------------------------------------------------------------------
<S>                            <C>             <C>              <C>         <C>
Balances at
 December 31, 1998             $        --     $   (7,426)      $     --    $    45,773

Issued for
 mining claims                          --             --             --         27,500
Issued for cash                         --             --             --         30,000
Reverse acquisition                     --             --             --         30,000
Fair value of
 warrants issued to
 unrelated parties                      --             --             --        130,000
Shares issued
 upon exercise of
 warrants                               --             --             --        760,000
Share issuance costs                    --             --             --        (34,750)
Comprehensive loss:                                                   --
  Net loss                         (746,410)           --             --       (752,186)
  Currency translation
    adjustment                          --         11,837             --         11,837
---------------------------------------------------------------------------------------
  Comprehensive loss                                                           (740,349)

---------------------------------------------------------------------------------------
Balances at
 December 31, 1999                (743,410)         4,411             --        248,174

Shares issued
 upon exercise of warrants              --             --             --      1,240,000
Share issuance costs                    --             --             --        (62,000)
Acquisition of
 common stock                           --             --        (49,738)       (49,738)
Comprehensive loss:
  Net loss                      (2,932,430)            --             --     (2,932,430)
  Currency
    translation adjustment              --        (40,401)            --        (40,401)
---------------------------------------------------------------------------------------
  Comprehensive loss                                                         (2,972,831)

---------------------------------------------------------------------------------------
Balances at
 December 31, 2000              (3,675,840)       (35,990)       (49,738)    (1,596,395)
Shares issued in
 exchange for
 debt (note 5)                          --             --             --      2,219,489
Fair value of
 warrants
 issued to
 unrelated
 parties (note 6)                       --             --             --        451,500

Comprehensive loss:
  Net loss                      (1,448,485)            --             --     (1,448,485
  Currency translation
    adjustment                          --         62,202             --         62,202
---------------------------------------------------------------------------------------
  Comprehensive loss                                                         (1,386,283)

---------------------------------------------------------------------------------------
Balances at
 December 31, 2001             $(5,124,325)    $   26,212       $(49,738)   $  (311,689)
---------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to consolidated financial statements.


                                      F-5
<PAGE>
SOCHRYS.COM INC.
(A Development Stage Enterprise)
Consolidated Statements of Cash Flows

Years ended December 31, 2001 and 2000
(In U.S. dollars)

<TABLE>
<CAPTION>
                                                                                                             Period from
                                                                                                              August 3,
                                                                                                               1999 to
                                                                                                             December 31,
                                                                                   2001          2000           2001
                                                                               -----------    -----------    ------------
<S>                                                                            <C>            <C>            <C>
Cash flows from operating activities:
   Net loss                                                                    $(1,448,485)   $(2,932,430)   $(5,124,325)
   Items not involving cash:
      Depreciation of property and equipment                                        45,761        117,720        189,988
      Gain on sale of property and equipment                                        (7,442)            --         (7,442)
      Gain on extinguishment of debt                                              (291,507)            --       (291,507)
      Write-off of accounts receivable                                              16,715             --         16,715
      Write-off of due from related party                                           12,575             --         12,575
      Loss on cash pledged as collateral
        for operating lease                                                         21,926             --         21,926
      Write-down of property and equipment                                          14,750             --         14,750
      Consulting fees                                                                   --             --        130,000
   Change in non-cash operating working
     capital (note 12)                                                             896,026        876,875      1,883,106
                                                                               -----------    -----------    -----------
   Net cash used in operating activities                                          (739,681)    (1,937,835)    (3,154,214)

Cash flows from investing activities:
   Purchase of property and equipment                                              (15,930)      (166,290)      (309,740)
   Proceeds on sale of property and equipment                                      176,890             --        176,890
   Cash pledged as collateral for operating lease                                   18,109        (13,107)       (21,926)
                                                                               -----------    -----------    -----------
   Net cash used in investing activities                                           179,069       (179,397)      (154,776)

Cash flows from financing activities:
   Increase in promissory notes                                                    496,377        880,000      1,376,377
   Repayment of promissory notes                                                   (16,000)            --        (16,000)
   Increase in due from a related party                                                 --         12,575         12,575
   Issuance of common stock                                                             --      1,240,000      2,030,000
   Share issuance costs                                                                 --        (62,000)       (96,750)
   Acquisition of common stock                                                          --        (49,738)       (49,738)
                                                                               -----------    -----------    -----------
   Net cash provided by financing activities                                       480,377      2,020,837      3,256,464

Effects of exchange rates on cash and cash equivalents                              71,257        (65,551)        18,431

                                                                               -----------    -----------    -----------
Net decrease in cash and cash equivalents                                           (8,978)      (161,946)       (34,095)

Cash and cash equivalents, beginning of period                                       9,682        171,628         34,799
                                                                               -----------    -----------    -----------
Cash and cash equivalents, end of period                                       $       704    $     9,682    $       704
                                                                               ===========    ===========    ===========

Supplemental disclosures of cash flow information:
   Cash paid during the year for:
      Interest                                                                 $    91,655    $    33,460    $   125,115
      Income taxes                                                                      --             --             --
                                                                               ===========    ===========    ===========
</TABLE>

See accompanying notes to consolidated financial statements.


                                      F-6
<PAGE>
SOCHRYS.COM INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

Years ended December 31, 2001 and 2000
(In U.S. dollars)

1.       General:

         SOCHRYS.com Inc. (the "Company") was incorporated in the State of
         Nevada on April 12, 1989 as CCC Funding Corp. The Company went through
         several name changes before being renamed to SOCHRYS.com Inc on August
         9, 1999.

         Since August 3, 1999, the efforts of the Company have been devoted to
         the development of a high speed, highly secure method of transacting
         business using the internet. As of the date of these financial
         statements, no software applications were ready for commercial use.
         Prior to August 3, 1999, the Company provided consulting services for
         web site implementation, multimedia CD design, computer graphic
         publication, as well as implementation of dedicated software solutions
         used in connection with the French Minitel and the internet. As the
         Company commenced development activities on this date, it is considered
         for financial accounting purposes to be a development stage enterprise
         and August 3, 1999 is the commencement of the development stage.

2.       Summary of significant accounting policies:

         (a)      Basis of presentation:

                  These consolidated financial statements are prepared in
                  accordance with generally accepted accounting principles in
                  the United States of America and include the accounts of
                  Sochrys.com Inc. and its wholly-owned subsidiaries, Sochrys
                  Technologies Inc. and Evolusys S.A. The Company's wholly-owned
                  subsidiaries, Graph-O-Logic S.A. and Sochrys Technologies S.A.
                  were dissolved on September 25, 2001 and July 9, 2001,
                  respectively. The consolidated financial statements include
                  the accounts of these entities until their dissolutions.

                  The consolidated financial statements have been prepared
                  assuming that the Company will continue as a going concern.
                  The Company has no cash and no assets, has negative working
                  capital of $311,689, has incurred a loss of $1,448,485 for the
                  year and has incurred negative cash flow from operations of
                  $739,681. In addition, the Company expects to continue to
                  incur operating losses for the foreseeable future and has no
                  lines of credit or other financing facilities in place. To
                  date the Company has been able to finance its operations on a
                  month-to-month basis from investors who recognized the
                  advancement of the Company's research and development
                  activities.

                  If the Company obtains further financing, it will incur
                  research and development expenditures of approximately
                  $600,000 for the year ending December 31, 2002 and anticipates
                  further growth in operations, infrastructure and personnel.
                  The Company also anticipates an increase in operating expenses
                  to support its growth plans. In the event the Company cannot
                  raise the funds necessary to fund its research and development
                  activities, it will cease operations.


                                      F-7
<PAGE>
SOCHRYS.COM INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

Years ended December 31, 2001 and 2000
(In U.S. dollars)

2.       Summary of significant accounting policies (continued):

         (a)      Basis of presentation (continued):

                  All of the factors above raise substantial doubt about the
                  Company's ability to continue as a going concern. Management's
                  plans to address these issues include raising capital through
                  the private placement of equity and renegotiating the
                  repayment terms of accounts payable, accrued liabilities and
                  promissory notes payable. The Company's ability to continue as
                  a going concern is subject to management's ability to
                  successfully implement the above plans. Failure to implement
                  these plans could have a material adverse effect on the
                  Company's position and or results of operations and may
                  necessitate a need to cease operations. The consolidated
                  financial statements do not include adjustments that may be
                  required if the assets are not realized and the liabilities
                  settled in the normal course of operations.

                  Even if successful in obtaining financing in the near term,
                  the Company cannot be certain that cash generated from its
                  future operations will be sufficient to satisfy its liquidity
                  requirements, in the longer term and it may need to continue
                  to raise capital by selling additional equity or by obtaining
                  credit facilities. The Company's future capital requirements
                  will depend on many factors, including, but not limited to,
                  the market acceptance of its software, the level of its
                  promotional activities and advertising required to support its
                  software. No assurance can be given that any such additional
                  funding will be available or that, if available, it can be
                  obtained on terms favourable to the Company.

         (b)      Principles of consolidation:

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

         (c)      Cash and cash equivalents:

                  Cash and cash equivalents include liquid investments with
                  original maturity dates of three months or less.

         (d)      Property and equipment:

                  Property and equipment held at December 31, 2000 was stated at
                  cost less accumulated depreciation. Depreciation was charged
                  on a straight-line basis over the estimated useful lives of
                  the assets as follows:

<TABLE>
<CAPTION>
      Asset                                                         Useful life
      -----                                                         -----------
<S>                                                                 <C>
      Furniture and equipment                                         3 years
      Computer hardware and software                                  3 years
</TABLE>


                                      F-8
<PAGE>
SOCHRYS.COM INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

Years ended December 31, 2001 and 2000
(In U.S. dollars)

2.       Summary of significant accounting policies (continued):

         (e)      Income taxes:

                  Deferred income taxes are determined using the asset and
                  liability method, whereby deferred income tax is recognized on
                  temporary differences using enacted tax rates that are
                  expected to apply to taxable income in the years in which
                  those temporary differences are expected to be recovered or
                  settled. Temporary differences between the carrying values of
                  assets or liabilities used for tax purposes and those used for
                  financial reporting purposes arise in one period and reverse
                  in one or more subsequent periods. In assessing the
                  realizability of deferred tax assets, management considers
                  known and anticipated factors impacting whether some portion
                  or all of the deferred tax assets will not be realized. To the
                  extent that the realization of deferred tax assets is not
                  considered to be more likely than not, a valuation allowance
                  is provided.

         (f)      Research and development:

                  Costs related to research, design and development of software
                  products are charged to research and development expenses as
                  incurred. Software development costs are capitalized beginning
                  when a product's technological feasibility has been
                  established, which generally occurs upon completion of a
                  working model, and ending when a product is available for
                  general release to customers. To date, completion of a working
                  model of the Company's product has not occurred. As a result,
                  the Company has not capitalized any software development
                  costs.

         (g)      Foreign currency translation:

                  The reporting currency for the financial statements of the
                  Company is the United States dollar. The functional currency
                  for the Company's wholly-owned subsidiary, Evolusys S.A., is
                  the Swiss franc. Accordingly, the subsidiary's assets and
                  liabilities are included in the financial statements by
                  translating them into the reporting currency at the exchange
                  rates applicable at the end of the reporting period. The
                  statements of operations and cash flows are translated at the
                  average monthly exchange rates during the year. Translation
                  gains or losses are accumulated as a separate component of
                  stockholders' deficiency. The operations of Graph-O-Logic S.A.
                  and Sochrys Technologies S.A. were accorded similar treatment.
                  Gains or losses arising from transactions in currencies other
                  than the Swiss franc are included in the statement of
                  operations for each period.


                                      F-9
<PAGE>
SOCHRYS.COM INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

Years ended December 31, 2001 and 2000
(In U.S. dollars)

2.       Summary of significant accounting policies (continued):

         (h)      Stock-based compensation:

                  The Company applies the intrinsic value-based method of
                  accounting prescribed by Accounting Principles Board ("APB")
                  Opinion No. 25, "Accounting for Stock Issued to Employees",
                  and related interpretations including FASB Interpretation No.
                  44, "Accounting for Certain Transactions involving Stock
                  Compensation an interpretation of APB Opinion No. 25" issued
                  in March 2000, to account for its stock options for employees.
                  Under this method, compensation expense is recorded on the
                  date of grant only if the current market price of the
                  underlying stock exceeded the exercise price. Statement of
                  Financial Accounting Standards ("SFAS") No. 123, "Accounting
                  for Stock-Based Compensation," established accounting and
                  disclosure requirements using a fair value-based method of
                  accounting for stock-based employee compensation plans. These
                  provisions are required to be applied to stock compensation
                  granted to non-employees. As allowed by SFAS No. 123, the
                  Company has elected to continue to apply the intrinsic
                  value-based method of accounting described above, and has
                  adopted the disclosure requirements of SFAS No. 123.

         (i)      Impairment of long-lived assets and long-lived assets to be
                  disposed of:

                  The Company accounts for long-lived assets in accordance with
                  the provisions of SFAS No. 121, "Accounting for the Impairment
                  of Long-Lived Assets and for Long-Lived Assets to be Disposed
                  Of". This statement requires that long-lived assets and
                  certain identifiable intangibles be reviewed for impairment
                  whenever events or changes in circumstances indicate that the
                  carrying amount of an asset may not be recoverable.
                  Recoverability of assets to be held and used is measured by a
                  comparison of the carrying amount of an asset to future net
                  cash flows expected to be generated by the asset. If such
                  assets are considered to be impaired, the impairment to be
                  recognized is measured by the amount by which the carrying
                  amount of the assets exceeds the fair value of the assets.
                  Assets to be disposed of are reported at the lower of the
                  carrying amount or fair value less costs to sell.


                                      F-10
<PAGE>
SOCHRYS.COM INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

Years ended December 31, 2001 and 2000
(In U.S. dollars)

2.       Summary of significant accounting policies (continued):

         (j)      Use of estimates:

                  The preparation of financial statements requires management to
                  make estimates and assumptions that affect the reported
                  amounts of assets and liabilities, as well as disclosures of
                  contingent assets and liabilities at the date of the financial
                  statements and the reported amounts of revenues and expenses
                  during the reporting periods. Actual results may differ from
                  those estimates.

3.       Due from a related party:

         The amount due from a related party was due from an officer of the
         Company, was non-interest bearing and had no terms of repayment. During
         fiscal 2001, the amount was written-off.

4.       Property and equipment:

<TABLE>
<CAPTION>
                                                                            2000
                                                       Accumulated        Net book
                                        Cost           depreciation         value
                                      ---------        ------------       ---------
<S>                                   <C>               <C>               <C>
Furniture and equipment               $ 148,325         $ (63,267)        $  85,058
Computer hardware and software          302,668          (155,556)          147,112
                                      ---------        ------------       ---------
                                      $ 450,993         $(218,823)        $ 232,170
                                      ---------        ------------       ---------
</TABLE>

         During 2001, the Company disposed of a significant amount of its
         property and equipment for cash consideration of $176,890. A gain of
         $7,442 was recognized on the disposition. The remaining property and
         equipment of $14,750 was considered impaired and written off.

5.       Promissory notes payable:

         The promissory notes payable bear interest at 12% per annum and are due
         on demand.

         During the year, promissory notes payable in the amount of $1,370,614,
         including accrued interest, accounts payable in the amount of $591,520
         and accrued liabilities in the amount of $257,356 were converted to
         2,774,362 common shares of the Company at a conversion price of $0.80
         per share. In addition, the debtholders received 2,150,000 Series D
         warrants (note 6).


                                      F-11
<PAGE>
SOCHRYS.COM INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

Years ended December 31, 2001 and 2000
(In U.S. dollars)

6.       Warrants:

         During 1999, the Company issued 340,000 Series B warrants to directors,
         officers and employees and 390,000 Series B warrants to unrelated
         parties to purchase a total of 730,000 common shares at an exercise
         price of $3 per share. The Series B warrants are exercisable at any
         time and expire August 31, 2003.

         During 2001, all of the Series C warrants were cancelled.

         In addition, during 2001, in connection with the conversion of debt to
         equity (note 5) the Company issued 2,150,000 Series D warrants and in
         connection with service rendered by an employee, the Company issued
         500,000 Series D warrants. The Series D warrants entitle the holders to
         purchase a total of 2,650,000 common shares at an exercise price of
         $1.00 per share. The Series D warrants are exercisable at any time. The
         warrants issued upon the conversion of debt expire September 28, 2005
         and the warrants issued to an employee expire October 1, 2005. An
         expense of $451,500 has been netted against the extraordinary gain on
         extinguishment of debt in the consolidated statement of operations to
         reflect the fair value of the warrants issued on conversion of debt.
         The expense was calculated using the Black Scholes option-pricing model
         with the following weighted average assumptions: expected dividend
         yield 0%; risk-free interest rate of 5.34%; expected volatility 50%;
         and an expected life of 4 years.

         The per share weighted-average fair value of warrants granted to
         employees during 2001 was $0.21 on the date of grant using the Black
         Scholes option-pricing model with the same weighted-average assumptions
         noted above. The Company applies APB Opinion No. 25 in accounting for
         warrants issued to directors, officers and employees and, accordingly,
         no compensation cost has been recognized for these warrants in the
         consolidated financial statements. Had the Company determined
         compensation costs based on the fair value at the grant date for its
         stock options under SFAS No. 123, the Company's net loss and basic net
         loss per share would have been reduced to the pro forma amounts
         indicated below.

<TABLE>
<CAPTION>
                                                         2001                  2000
                                                     -------------         -------------
<S>                                                  <C>                   <C>
Net loss As reported                                 $  (1,448,485)        $  (2,932,430)
         Pro forma                                      (1,553,485)           (2,932,430)

Net loss per common share - basic and diluted
         As reported                                 $       (0.11)        $       (0.24)
         Pro forma                                           (0.12)                (0.24)
                                                     -------------         -------------
</TABLE>


                                      F-12
<PAGE>
SOCHRYS.COM INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

Years ended December 31, 2001 and 2000
(In U.S. dollars)

7.       Extraordinary item:

         On July 9, 2001 and September 25, 2001, the Company's wholly-owned
         subsidiaries Sochrys Technologies SA and Graph-O-Logic SA were
         dissolved, resulting in a forgiveness of debt. As a result, an
         extraordinary gain on the extinguishment of debt in the amount of
         $291,507 has been recognized in the consolidated statement of
         operations.

8.       Net loss per share:

         As the Company incurred a net loss during the years ended December 31,
         2001 and 2000, the loss per common share is based on the weighted
         average common shares outstanding. The following outstanding
         instruments could potentially dilute loss per share for the periods
         presented:

<TABLE>
<CAPTION>
                           2001             2000
                         ---------        ---------
<S>                      <C>              <C>
Series B warrants          730,000          730,000
Series C warrants               --        1,000,000
Series D warrants        2,650,000               --
                         ---------        ---------
</TABLE>

9.       Financial instruments:

         The carrying value of cash and cash equivalents, accounts payable,
         accrued liabilities and promissory notes payable approximate fair value
         due to the short maturity of these instruments.

10.      Income taxes:

         Deferred income taxes reflect the impact of temporary differences
         between amounts of assets and liabilities as reported for financial
         reporting purposes and such amounts as measured by tax laws. The tax
         effects of temporary differences that gave rise to significant portions
         of the deferred tax asset and deferred tax liability are as follows:

<TABLE>
<CAPTION>
                                            2001              2000
                                         ----------        ----------
<S>                                      <C>               <C>
Deferred tax asset:
   Non-capital loss carryforwards        $  549,000        $  584,000
   Capital loss carryforwards             1,050,000                --
   Share issue costs                         16,000                --
                                         ----------        ----------
   Total gross deferred tax asset         1,615,000           584,000

   Valuation allowance                    1,615,000           584,000

                                         ----------        ----------
Net deferred tax liability               $       --        $       --
                                         ----------        ----------
</TABLE>


                                      F-13
<PAGE>
SOCHRYS.COM INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

Years ended December 31, 2001 and 2000
(In U.S. dollars)

10.      Income taxes (continued):

         Income tax expense attributable to income (loss) before income taxes
         was $nil (2000 - $nil) and differed from the amounts computed by
         applying the U.S. federal income tax rate of 34% (2001 - 34%) to the
         net loss as a result of the following:

<TABLE>
<CAPTION>
                                                        2001                2000
                                                    -----------          -----------
<S>                                                 <C>                  <C>
Expected tax rate                                            34%                  34%

Expected tax recovery applied to net
  loss before income taxes                          $  (492,483)         $  (997,026)

Increase (decrease) in taxes resulting from:
   Change in valuation allowance                      1,031,000              421,000
   Foreign tax differential                            (654,000)             575,000
   Share issue costs                                    153,000                   --
   Other                                                (37,517)               1,026
                                                    -----------          -----------
                                                    $        --          $        --
                                                    -----------          -----------
</TABLE>

         The Company has non-capital losses of $1,587,000 which are available to
         reduce U.S. taxable income and which expire as follows:

<TABLE>
<S>                                                <C>
   2019                                            $  391,000
   2020                                               675,000
   2021                                               521,000
                                                   ----------
                                                   $1,587,000
                                                   ----------
</TABLE>

         In addition, the Company has non-capital losses of $105,000 which are
         available to reduce taxable income for Swiss purposes and which expire
         in 2008.

11.      Rent expense:

         Rent expense for operating leases during 2001 and 2000 was $86,477 and
         $144,285, respectively.


                                      F-14
<PAGE>
SOCHRYS.COM INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

Years ended December 31, 2001 and 2000
(In U.S. dollars)

12.      Change in non-cash operating working capital:

<TABLE>
<CAPTION>
                                2001              2000
                              ---------         ---------
<S>                           <C>               <C>
Accounts receivable           $ (16,715)        $      --
Prepaid expenses                  6,699             5,998
Accounts payable                714,842           422,625
Accrued liabilities             191,200           453,430
Due to a related party               --            (5,178)
                              ---------         ---------
                              $ 896,026         $ 876,875
                              ---------         ---------
</TABLE>


                                      F-15