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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

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

                   For the fiscal year ended November 30, 2001
                                             -----------------

TRANSITION  REPORT  UNDER  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934

     For the transition period from _________________ to __________________

                        Commission file number: 000-32843
                                                ---------


                               SURFORAMA.COM, INC.
                               -------------------
             (Exact name of Registrant as specified in its charter)



            Nevada                                               98-0233878
            ------                              ---------------------------
(State  or  other  jurisdiction  of            (I.R.S.  Employer
incorporation  or  organization)                Identification  No.)

                           105 - 1010 West 42nd Avenue
                  Vancouver, British Columbia, Canada  V6M 2A8
                  --------------------------------------------
                    (Address of principal executive offices)

                                 (604) 727-8402
                                 --------------
               Registrant's telephone number, including area code

        Securities to be registered pursuant to Section 12(b) of the Act:

      Title of each class                    Name of each exchange on which
   to  be  so  registered               each  class  is  to  be registered

            None                                    None

Securities  to  be  registered  pursuant  to  Section  12(g)  of  the  Act:

                                  Common Stock
                                  ------------
                                (Title of Class)

Check  whether  the Issuer (1) filed all reports required to be filed by Section
13  or  15(d)  of  the Securities 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
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.

      ---

State  issuer's  revenues  for  its  most  recent  fiscal  year:            Nil
                                                                          -----

State the aggregate market value of the voting and non-voting common equity held
by  non-affiliates computer by reference to the price at which the common equity
was  sold,  or  the  average  bid and asked price of such common equity, as of a
specified  date  within  the past 60 days.  (See definition of affiliate in Rule
12b-2  of  the  Exchange  Act.)

                                                                    $8,008,799
                                    ------------------------------------------

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  the  latest  practicable  date.

                                                                    19,828,899
                                    ------------------------------------------

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                                TABLE OF CONTENTS
                                -----------------

                                                               Page

ITEM  1:  DESCRIPTION  OF  BUSINESS                               3
ITEM  2:  DESCRIPTION  OF  PROPERTY                              11
ITEM  3:  LEGAL  PROCEEDINGS                                     12
ITEM  4:  SUBMISSION  OF  MATTERS  TO
  A  VOTE  OF  SECURITY  HOLDERS                                 12
ITEM  5:  MARKET  FOR  COMMON  EQUITY
  AND  RELATED  STOCKHOLDER MATTERS                              12
ITEM  6:  MANAGEMENT'S  DISCUSSION  AND
  ANALYSIS  OR PLAN OF OPERATION                                 13
ITEM  7:  FINANCIAL  STATEMENTS                                  14
ITEM  8:  CHANGES  IN  AND DISAGREEMENTS
  WITH ACCOUNTANTS ON ACCOUNTING AND
  FINANCIAL  DISCLOSURES                                         23
ITEM  9:  DIRECTORS,  EXECUTIVE  OFFICERS,
  PROMOTERS AND CONTROL PERSONS                                  24
ITEM  10:  EXECUTIVE  COMPENSATION                               25
ITEM  11:  SECURITY  OWNERSHIP  OF  CERTAIN
  BENEFICIAL  OWNERS  AND MANAGEMENT                             25
ITEM  12:  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS    26
ITEM  13:  EXHIBITS  AND  REPORTS                                26


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                                     PART I

                        ITEM 1:  DESCRIPTION OF BUSINESS
Business  Development

We were organized as a Nevada corporation on October 22, 1999 for the purpose of
establishing  and  developing  business through two websites:  surforama.com and
rebatopia.com.

Business  of  the  Company

We  sell  private label web sites, products, services, and advertising.  Private
labelling  means  that  we provide customers with a link from their web sites to
our  web  site  content.  When  an  Internet  user  clicks  on  the  classified
advertisement  section  of a customer's web site, the user is sent to content on
our  web  site.  However,  the  user  is  unaware  that  he  or she has left the
customer's  web  site  because the customer's name or logo remains at the top of
each  web  page.

We  generate  revenue  by charging customers a fee for customizing their private
label  web  site.  We also charge a monthly maintenance fee that is based on the
size  of  the  customers  web  site  and  its  activity.

Our  website  currently  offers  the  following  content  to  Internet  users:

-     Surforama  classified  advertising which allows businesses and individuals
to  place  free  advertisements  on  our  web  site 24 hours a day under various
classification  categories;

-     the Surforama store, an online shopping service that currently offers more
than  40,000  products;  and

-     Surforama  free  e-mail  service.

Once a customer has signed up on our website we are able to track their shopping
habits.  This  shopping information will show our advertising clients where they
should  spend advertising budgets.  We have signed an advertising agreement with
Engage  Media  to  assist  us  in  generating  clients  and advertising revenue.

Although,  our  website  is  currently accessible to the public, it will require
ongoing  development and maintenance. We presently generate minimal revenue from
the  Surforama store and all advertising.  We are currently devoting most of our
efforts  into  establishing  our  business.  Our  primary source of revenue is a
combination  of  private  label  and  customization  fees,  the  sale of general
products  and  services  and  advertising.  We  are  not solely dependent on one
source  of  revenue.

Products  and  Services

Our  web  site  offers  the  following  services:

     1.     Free  Internet  classified  advertising;
     2.     On-line  shopping  through  the  Surforama  Store;
     3.     Free  e-mail;  and
     4.     The  Surforama  Affiliate  Program.

1.     Free  Classified  Advertising  Services

We  have  developed and operate an Internet electronic commerce web site located
at  www.surforama.com  that  offers  classified  advertisement  services  to the
public.  Through  this  web  site,  businesses  and  individuals  may  place

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advertisements  24 hours a day under any of the following current classification
categories:  vehicles,  employment,  rentals, real estate, computers, personals,
pets  and animals, collectibles, opportunities and general.  Each classification
category  has between three and 23 subcategories.  Advertisements may consist of
text  messages  and  digitally  reproduced  pictures  provided  by  the  user.

As part of our introductory pricing strategy, users may post and view classified
advertisements on our web site free of charge.  Our pricing policy may change as
the web site develops greater public exposure.  We intend to offer our customers
the  opportunity  to  feature  their  advertisements on our home page, or on the
front  page  of  each  classification  category,  on a fee basis.  We will offer
additional  features  such  as  boldfacing,  the  attachment  of icons, multiple
photographs,  audio files and multimedia files to advertisements on a fee basis.

2.     The  Surforama  Store

Our  web site also includes the Surforama store, an online shopping service that
currently offers more than 40,000 products including vehicles, books, magazines,
recorded  music  products,  motion  picture  videos,  clothing  and accessories,
computers,  electronic  goods,  flowers, gifts, health and beauty products, home
office  and  business  products,  pets,  toys  and games for sale to the public.

When  an  Internet  user accesses the Surforama Store by pressing an icon on our
web  site,  the  user is linked to an independent company's web site that offers
and  specializes  in  that  particular product or service. The company that owns
this  web  site  is  known as an affiliate company and is able to accept payment
from  the  user  and  deliver  the product directly to him or her.  We begin our
affiliate  relationship  with each of company through a paperless online sign up
process  common  to Internet affiliate programs.  If a consumer makes a purchase
from  an  affiliate  company through our web site, we receive a payment from the
affiliate  company  equal  to  1% to 25% of the total value of the item or items
purchased.  This  arrangement  allows  us  to  offer our users a wide variety of
consumer  products  with low overhead and no inventory.  The Surforama Store has
not  generate  any  revenue  to  date.

3.     FREEmail

We  offer  our web site users the ability to subscribe for a free e-mail account
that  can be accessed from any computer connected to the Internet.  Users simply
log  on  to  our  web  site and enter a password in order to access their e-mail
accounts.  As  with  standard e-mail accounts, the user is able to send, receive
and  store  messages.  Each  e-mail  account  permits the user to save up to six
megabytes  worth  of  memory.

Internet  users  typically obtain e-mail accounts through their Internet service
provider.  However,  when  users  change  their  Internet service provider, they
usually  have  to change e-mail addresses as well.  For a transition period they
have  to  retrieve  e-mail  messages  from their old address and notify friends,
family  and  associates of their new address.  With FREEmail, users access their
e-mail  through  the Surforama web site rather than through the Internet service
provider.

We  intend  to  develop  the  FREEmail service into a distinct revenue stream by
encouraging  e-mail  account holders to sign up for feature product specials and
promotions  sponsored  by  advertisers  or  us.

We  are  offering  free  classified advertising and free e-mail to the public in
order  to  attract customer traffic to our web site.  Our advertising revenue is
directly  linked  to  the  number  of  Internet  users  who access our web site.

4.     Information  Source

We  provide  our web site users with search engine links, current news, weather,
sports, technology and movies in order to attract traffic.  Because our web site
uses  links to other web site domains established by companies such as CNN, ABC,
NBC and BBC, we do not incur the prohibitive costs that would be associated with
providing  and  updating  such  information.

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We  also offer the following services and information to our web site customers:

     Service                                        Website  Link
     -------                                        -------------

     Travel  (car  rental,  flight  booking,
       hotel  reservations)                         travelnow.com
     White pages and yellow pages (phone
       listings)                                    infousa.com
     Ask  an  expert  service                       askme.com
     Surforama  AutoGuide                           carprices.com

5.     The  Surforama  Affiliate  Program

Through  our affiliate program, merchant web site owners have the opportunity to
enhance  their  web  sites  by accessing the classified advertisement content of
surforama.com.   Many  web site owners do not have the means to create their own
classified advertising section.  Through our affiliate program, we provide these
owners  a  link  to our web site content.  Thus, when an Internet user clicks on
the  classified advertisement section of a Surforama affiliate, the user is sent
to  the  classified advertisement section of our web site.  However, the user is
not  aware  that  he  or she has left the original web site because the merchant
owner's  name  or logo remains at the top of the web page. Our affiliate program
provides  us with an additional stream of revenue.  The merchant owners agree to
pay  us  a percentage of the dollar amount of products sold through the web site
link  or a fixed rate per visitor sent to our web site. The amount and method of
payment  varies from merchant to merchant.  In addition, by having affiliate web
site  users access our web site and increase traffic, the amount that businesses
are  willing  to  pay  to  advertise  on  our  web  site  increases.

Future  Products  and  Services

We  intend  to  expand  our  business  by creating a rebate program that rewards
customers  for  accessing  the  surforama.com  web  site,  using  our e-mail and
purchasing  products  and  services  through  our web site.  We also plan to add
products  and  services  to our web site such as online coupons and auctions, to
increase  our  presence through regional and national advertising and to further
develop  the  content  of  our  web  site  by  including  information on stocks,
business,  health,  computers,  games,  banking,  newspapers  and  MP3s.

6.     ECoupons

We plan to offer ECoupons.  ECoupons will allow customers to access a variety of
coupons  for  products  and  services.  Consumers  will  have access to discount
coupons  and promotions on selected products and services 24 hour a day from any
computer  connected to the Internet.  Users simply type in their zip code or the
name  of  the city to display coupons for businesses located in the geographical
area  they have specified.  Users then print coupons displayed on their computer
screens  and  take  them  to  the  sponsoring  businesses.

We  intend  to offer the coupon service to businesses free of charge.  We expect
to  generate  revenue  from the increased traffic to our web site created by the
ECoupons.

7.     Rebatopia.com

We  entered  into an equity joint venture agreement dated February 24, 2000 with
Source(TM),  a  division  of  Premier Lifestyles International Corporation.  The
parties  agreed to jointly establish and develop an online database and tracking
system  for  Source's  SCORE(R) Reciprocal Rebate program, a pay-to-surf rewards
and  an  online  shopping  rebate program.  In accordance with the terms of this
agreement,  we  jointly  incorporated Rebatopia.com, Inc., a Nevada corporation.
Rebatopia  now  owns the web sites located at rebatopia.com and rebatetopia.com.

Pursuant  to the terms of the agreement, we provide the operations expertise for
tracking  member rebates and developing

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and  maintaining  an  online  user  database.  Source  has provided the start-up
servers  and equipment required to host Rebatopia's web sites and user database,
and  has  provided  Rebatopia  with  access  to  its  1,000,000  SCORE(R) member
database.

Through  SCORE(R)'s  Reciprocal  Rebate  program,  consumers  may apply for free
rebate shopping network memberships.  Members receive rebates when they purchase
products  or  use  services  offered  on  the Rebatopia web sites.  Members also
receive  money  for downloading Rebatopia's PaytoSurf Navigator, a Windows based
program that displays advertisements on the member's computer screen. The member
may  browse  the  Internet,  work  on a document and send e-mail while using the
PaytoSurf  Navigator.

On  March  27,  2000,  along  with  Source,  we  entered  into an agreement with
EuroCapital Holdings AVV, Telquest Technologies, Inc. and Uwantcash.com, Inc. We
refer  to these entities collectively as the Eurocapital Group.  The Eurocapital
Group  agreed  to  invest  $2,000,000  in Rebatopia and sell to Rebatopia a 100%
interest  in  its  proprietary  pay  to surf tracking software in exchange for a
33.3%  interest  in  Rebatopia's  shares.  On August 8, 2000, we, Source and the
Eurocapital  Group  agreed  to  terminate  the  March 27, 2000 purchase and sale
agreement.  At  the  date  of  termination,  the  Eurocapital Group had advanced
$100,000 to us, and an additional $125,000 to Source.  In consideration of these
payments,  we  agreed  to  transfer 2,790 shares of common stock in Rebatopia to
Eurocapital  Holdings  AVV.  Source  did  the  same.

Rebatopia.com,  Inc.  is  operated  independently  from  us.  We  are a minority
shareholder of Rebatopia.com, Inc. Accordingly, Rebatopia is responsible for all
losses  it  incurs.  However,  for  accounting  purposes,  we  record  49.07% of
Rebatopia.com,  Inc.'s  loss  into  our financial results.  Rebatopia intends to
meet any capital requirements through equity financing.  Any profits realized by
Rebatopia will either be reinvested in its business or paid to its shareholders,
including  us,  through  the  declaration  of  dividends.

Share  Structure  of  Rebatopia

Rebatopia's Articles of Incorporation currently provide that it is authorized to
issue  up  to  70,000,000  shares of common stock with a par value of $0.001 per
share  and  up  to 5,000,000 shares of preferred stock with par value of $0.001.
As  at  the  date of this registration statement, 300,000 shares of common stock
are  issued and outstanding in the capital of Rebatopia.  No preferred shares of
common  stock  are  issued  and  outstanding.

The  shareholders  of  Rebatopia  are  as  follows:

Name of Shareholder      Number of Shares Owned     Percentage  of Shares  Owned
---------------------    -------------------------  ----------------------------
Surforama.com,  Inc.     147,210                       49.07%
Source                   147,210                       49.07%
Eurocapital Holdings AVV   5,580                        1.86%


Source's  Business

Source  is  a  retail  and  marketing  services company that offers a variety of
services  to  individuals  and  business  including  rebate  shopping  network
memberships,  point  of  sale  systems management, debit card processing and web
site  development and hosting.  As part of its operations, Source contracts with
companies  to  offer  participation  in its rebate shopping network.  Members or
employees  of these participating companies are then eligible to receive rebates
averaging  2.5%  on  products  purchased  from participating merchants.  On each
purchase,  a  portion of the price paid by the rebate network member is remitted
to  the  member's sponsoring organization and to the organization that recruited
the  participating  merchant.

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Currently,  the  Source  rebate-shopping  network  consists of 21 North American
independent  sales  organizations.  These  organizations  have signed agreements
with  Source  to  market  Source's  benefits  and  services to their membership.

Through  Score's  Reciprocal Rebate program, consumers may apply for free rebate
shopping  network  memberships.  Members  receive  rebates  when  they  purchase
products  or  use  services offered on Rebatopia's web sites.  They also receive
money  for  downloading Rebatopia's PaytoSurf Navigator, a Windows based program
that  displays  advertisements  on the member's computer screen.  The member may
browse  the  Internet,  work  on  a  document  and  send  e-mail while using the
PaytoSurf  Navigator.

A  member  receives  10 points for each banner advertisement that is shown while
that  member is using his or her computer.  A portion of Rebatopia's advertising
proceeds  is  distributed on a pro rata basis to members each month based on the
number  of  points each has accumulated.  This system encourages members to view
advertisements  and  provides  the  advertiser  with  a  source  of  exposure to
consumers.

Rebatopia's  revenue will be derived exclusively from advertising proceeds.  The
amount  of  revenue  that  Rebatopia  generates  will  depend  on  the number of
individuals  who  access  its  web  site to make online purchases or to view the
number  of  Score  rebate  points  they  have  earned.

We  have  been developing online products and services since the middle of 1999.
We began with the development of a personal rewards community portal and rewards
program  featuring  a  number  of  revenue  generating  services  such  as  our
classifieds  section,  free  email,  rebate  mall,  and  affiliate  program.

During  this  development  stage  we  were  in the process of creating an online
shopping and tracking technology for our existing users/members. This enabled us
to  offer  progressive  and  valuable  technology  to  numerous market segments,
allowing  us  to  become  an  applications  service  provider.

We  have  spent  the  following  amounts on research and development activities:

     Inception  to
     November  30,  2001
     -------------------


Research  and  Development  Operating  Expenditures:     $  21,275

To  date,  our  research and development efforts have been financed by investors
who  purchased  our seed shares.  In addition, our officers and programmers have
reduced  our  research  and  development  costs  by  donating  their  time or by
receiving  lower  fees  than  the  fair  market value of their time.  Any future
research  and  development that we undertake will likely be financed through the
sale  of  our  securities.

Market  For  Our  Products  and  Services

1.  The  Internet  Economy

The  Internet has dramatically changed the way that millions of people worldwide
share  information,  communicate  and  conduct  business.  International  Data
Corporation,  or IDC, an independent technology research organization, estimates
that  the  total number of Internet users worldwide will grow from approximately
196  million at the end of 1999 to approximately 602 million by the end of 2003.
IDC  further estimates that worldwide electronic commerce over the Internet will
increase  from  $111  billion  in  1999  to  $1.6  trillion  in 2003. Similarly,
Forrester  Research  estimates  that  U.S. business e-commerce revenue will grow
from  $109 billion in 1999 to $1.3 trillion in 2003. The availability of a broad
range  of  content  and  the  acceptance of electronic commerce has driven rapid
Internet  adoption  by  businesses

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and  consumers  alike,  which  has  in  turn  stimulated  the  proliferation  of
additional  content  and electronic commerce. It is projected that there will be
720  million  Internet  users  worldwide  by  at  the  end  of  2005.

2.  Expansion  Strategy
Our  expansion  into  other  regions  will  depend  on  the  success of our test
marketing  in  British  Columbia  and our ability to raise additional financing.

3.  Advertising  and  Sales  Strategy

Our  web  site  must attract and maintain user traffic to generate revenue.  The
amount  of  advertising revenue that we generate is directly proportional to the
number  of  times that Internet users access our web site and view its contents.
We  intend  to use a combination of Internet, e-mail and traditional advertising
to  promote  our  web  site  and  increase  traffic.

Internet advertising will include traditional banner advertisements, buttons and
hyperlinks  placed  at  high  traffic  web  sites,  as  well  as  reciprocal
advertisements  and affiliate programs.  We will allocate 20% of our advertising
budget  to  Internet  advertising.  Due to the Internet's vast size, it is often
difficult  to  target  regional clientele on a mass scale.  Therefore, selective
regional  Internet  advertising  with an emphasis on niche clientele will be our
highest  priority.

We  will  direct  the  majority  of  our  advertising budget to print, radio and
television media, as well as to having a presence at trade shows.  Initially, we
intend  to  place advertisements in various sections of all major newspapers and
magazines  in  British  Columbia.  Such  advertisements  will target prospective
buyers,  as  well  as  individuals  and  businesses  that will be placing future
advertisements.

Revenue

We  expect  to  generate revenue by selling products and services, private label
websites,  and  advertising.

Our  web  site  includes  the  Surforama  Store, an online shopping service that
currently  offers  more  than  40,000  products.  When  a  customer accesses the
Surforama  Store  by pressing an icon on the web site, the customer is linked to
an independent web site operated by an affiliate company.  If a consumer makes a
purchase  from  an affiliate company via our web site, we receive a payment from
the  affiliate  company  equal  to  1%  to 25% of the value of the item or items
purchased.  This  arrangement  allows  us  to  offer our users a wide variety of
consumer  products  with  low  overhead  and  no  inventory.

Our  private  label  product is a fully customized version of our site, offering
online  companies  a  chance  to  offer  our full suite of products and services
without having to spend the time and money on development. The private labelling
of these sites will generate a one time customization fee based on the amount of
hours needed to customize, and will also generate a monthly maintenance fee that
will  be  based  on  the  size  of  the  customers  site  and  its  activity.

At  present,  our  only  material  advertising  agreement  is with Engage Media.
Pursuant  to  this  agreement, we receive an average of over 200 advertisers per
month  who  post  banner advertisements on our web site. Some advertisers target
our  site more than others hence some banners from advertisers will show up more
than others. Depending on the advertising arrangement, we either receive revenue
from  these businesses each time an Internet user clicks on their advertisement,
or  each time an Internet user purchases something from the business as a result
of  a  click-through  from  our  web site.  While these advertisement agreements
vary,  we  typically receive from $0.01 to $0.80 for each click-through and a 1%
to  25%  commission  on  each  click-through  that  leads  to  a  sale.

Currently,  online  advertising  consists primarily of banner advertisements and
sponsorships  on frequently visited portals and other Web sites. However, as the
number  of web sites and amount of advertising on the Internet has proliferated,
we  believe  decreasing  consumer  response  to  banner  advertising  has  led
advertisers  and marketers to question the effectiveness of such advertising and
marketing  campaigns.  Marketers are considering alternative

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marketing  solutions  that encourage consumers not only to pay greater attention
to  marketing  messages  but  also to increase response rates to those messages.
Conversely, many consumers prefer to limit the number of advertisements to which
they  are  exposed  and  prefer  to  be exposed only to those advertisements for
products or services in which they are interested. We believe that the inability
of  traditional  banner  advertising  to  maximize  the  powerful  one-to-one
relationships  enabled  by  the  Internet  has  led advertisers to place greater
emphasis  on  online  direct  marketing  as  a  more  effective means to convert
Internet  users  into  customers.

There  are  generally  two  types of advertising:  (a) brand advertising and (b)
response-oriented  advertising.  Brand  advertising  is  intended  to  generate
awareness  of  and  create a specific image for a particular company, product or
service.  In  contrast,  response-oriented  advertising, or direct marketing, is
intended to generate a specific response action from the consumer after exposure
to  an  advertisement.  Response-oriented  advertisers  focus  on the short-term
benefit  of advertising and seek to maximize the number of desired responses per
advertising  dollar.

The  Internet  is  particularly  well  suited  to  response-oriented advertising
because  it is easier for consumers to read and respond to an advertisement than
traditional  direct  response  media such as toll-free numbers or business reply
cards.  In  addition,  measuring  response  rates,  an  essential  element  for
response-oriented  advertisers,  is  easier  with  Internet  advertising than in
traditional  media, enabling advertisers to modify campaigns quickly to increase
response  rates.

Our  banner  advertising  program enables the advertiser to seamlessly track the
performance of an advertising campaign from banner advertisements, to the user's
decision  to  "click"  on  the  banner  and  through  to  any type of "back-end"
transaction,  such  as  registrations,  sales  orders or downloads. This service
allows  the  advertiser  to  evaluate  its  advertising  campaign  on  its  own
predetermined  criteria as the advertiser can track a user's entire path through
the  back-end  to  help  understand  where  in the cycle the consumer decides to
purchase.  In order to enhance banner response and maximize performance, our web
site  supports  HTML,  Java(TM),  Enliven(TM), Comet Cursor(TM), Real Audio(TM),
Real  Video(TM),  The  Thinking  Media(TM),  Audiobase(TM),  Unicast
Superstitials(TM),  BlueStreak,  E*Banner(TM),  First  Virtual  VADz(TM), audio,
video  and  more.

Competition

Our  main  competitors  in  our  classified  services  are  local newspapers and
classifieds2000.com  in  Canada,  and adquest.com in the United States. Our main
competitors

1.  Local  Newspapers

In  our  initial  target  area of British Columbia, our main competitors will be
local  daily  newspapers  with  extensive  classified sections.  Most classified
advertisements  in  these local newspapers are extremely brief and expensive for
the  consumer.  Websites  created  by such local newspapers duplicate content of
the  actual  advertisements  that  customers  have  placed  in  the  newspapers.

We anticipate that we will be able to overcome competition from local newspapers
because  we  offer  free  advertising  to  consumers while they charge for these
services.

2.  Classifieds2000

Classifieds2000  was  initially  a supplier of classified advertising content to
Netscape  and  several  well-known  Internet search engines.  One of the biggest
advantages  of  using  Classifieds2000 is the enormous content available in each
advertising  category.  Although, some advertisements on the Classifieds2000 web
site  are  over  18  months  old.

Our web site automatically purges old advertisements from 30 to 90 days from the
original  date  of  the  posting  depending  on  user  preference.

                                       10
<PAGE>


3.  Adquest

Adquest  displays  classified  advertisements  from  all major newspapers in the
United States on the Internet.  However, since only newspaper advertisements are
listed,  the  advertisements tend to be short and do not include pictures, audio
or  multimedia.  Because  Adquest  only  provides content, users are not able to
list  their  own  advertisements,  which  translates into a low number of repeat
users.

Both  Classifieds2000  and  Adquest are established businesses in the classified
advertisement  field with far greater market recognition and financial resources
than  us.  In order for us to succeed, we will have to successfully compete with
Classifieds2000  and  Adquest, as well as numerous smaller competitors, in their
established  markets,  or  develop  new  markets.

Hotmail.com,  Mail.com,  and  Yahoomail.com are our three largest competitors in
the  free  email  market.  Almost  every  web site on the Internet offers a free
email  service  and  the  average user has more than three email addresses each.
However,  we do not compete directly with any one company for this business.  We
provide  free e-mail service to Internet users in order to increase user traffic
to  our  web  site and generate additional advertising revenue.  Each time users
want  to  check  their  email,  they  must  access  our  web  site.

AOL.com,  and Yahoo.com, are two of the largest e-commerce sites and competitors
on  the  Internet.  However,  with  regard  to  our  operations,  we are also in
competition  with  any  web  enabled  e-commerce  site  on  the  Internet.  The
co-branding  of  our  classified  services and our Surforama Store are primarily
added-value  services we provide to our members in order to create stickiness on
our  website.  In  our  industry, stickiness refers to the ability of a web site
and  the  web  site content to retain users/members.  A web site's core products
and services, along with added value products and services that are usually free
offer  a  form  of  incentive to user/members to repeatedly visit a web site and
encourage  longer  visits.

Rebatopia faces significant competition from online incentives-based advertising
and  marketing  programs  and  providers  of  micro-payment  systems.  We expect
competition  to  increase  due  to the lack of significant barriers to entry for
online  business  generally  and  for  online  incentives-based direct marketing
programs  and  micro-payment  transactions  in  particular.

Government  Regulation

Due  to the increasing popularity and use of the Internet, it is possible that a
number  of  laws  and  regulations  may  be adopted with respect to the Internet
generally,  covering  issues  such as user privacy, pricing, and characteristics
and  quality of products and services.  Similarly, the growth and development of
the  market  for  Internet commerce may prompt calls for more stringent consumer
protection laws that may impose additional burdens on those companies conducting
business  over  the  Internet.  The adoption of any such laws or regulations may
decrease  the  growth  of commerce over the Internet, increase our cost of doing
business  or  otherwise  have  a  harmful  effect  on  our  business.

To  date,  governmental  regulations  have  not materially restricted the use or
expansion  of  the  Internet. However, the legal and regulatory environment that
pertains  to the Internet is uncertain and may change. New and existing laws may
cover  issues  that  include:

-     Sales  and  other  taxes;
-     User  privacy;
-     Pricing  controls;
-     Characteristics  and  quality  of  products  and  services;
-     Consumer  protection;
-     Cross-border  commerce;
-     Libel  and  defamation;
                                       11
<PAGE>

-     Copyright,  trademark  and  patent  infringement;  and
-     Other  claims  based  on  the  nature  and  content of Internet materials.



These  new  laws  may  impact  our  ability  to market our products and services
offered  on  our  web  site  in  accordance  with  our  business  plans.

We  may have to qualify to do business in other jurisdictions.  If we make sales
of  our products or services, we anticipate that sales and our customers will be
in  multiple  states and foreign countries.  As our customers may reside in such
states  and foreign countries, such jurisdictions may claim that we are required
to  qualify  to  do business as a foreign company in each such state and foreign
country.  Failure  to  qualify  as  a  foreign  company  in a jurisdiction where
required  to  do  so  could  subject  us  to  taxes  and  penalties.

We  are  not  aware  of  any  environmental  laws that will be applicable to the
operation  of  our  business.

Employees

We  do  not have any employees other than our directors and officers.  We retain
independent  consultants on a contract basis to develop and market our web site.

Risk  Factors

If  We  Do  Not  Obtain  Additional  Financing,  Our  Business  Will  Fail

As at November 30, 2001, we had cash in the amount of $1,487.  Our business plan
calls  for on going expenses in connection with maintaining our web sites. These
expenses  will  be  partially paid for by initial customization fees and monthly
maintenance  fees  from potential customers who we will be providing content to,
while  improving  our  offerings.  Since  our inception, we have incurred losses
totalling  $105,067.  This  amount  would  have  been higher if we did realize a
non-recurring  gain  we  realized by selling a partial interest in Rebtopia.com,
Inc. pursuant to a terminated sale agreement.  There is no expectation that that
we  will  continue  receive  funds  of  this  nature.  Accordingly,  we may lose
significant  money  in  the  foreseeable  future.

Presently, we incur approximately $10,000 in general and administrative expenses
per  month.  We  also  intend  to  devote  additional  resources  to further the
development  of our business.  Accordingly, we may require additional funding in
order  to  finance  this development expense. We anticipate that such costs will
include:


-     $19,000  to complete the development of our web site and the rebatopia web
       site;
-     $15,500  for  advertising  and  marketing  costs;  and
-     $18,000  to  purchase  and  lease  additional  equipment  for our web site
       development.

If  we  are  not  able  to  raise  the  funds necessary to fund our research and
development  objectives, we may have to delay the implementation of our business
plan.

We  do  not  have any arrangements for financing and we can provide no assurance
that  we  will  be  able to obtain the required financing when needed. Obtaining
additional  financing  will  be  subject  to  a  number  of  factors, including:

-     Market  conditions;
-     Investor  acceptance  of  our  business  plan;  and
-     Investor  sentiment.

These  factors  may  make the timing, amount, terms and conditions of additional
financing  unattractive  or  unavailable

                                       12
<PAGE>

to  us.  If we are not successful in achieving financing in the amount necessary
to  develop  and  market  our  web  sites,  then  we will not be able to achieve
revenues  and  our  business  will  fail.

Because We Have Only Recently Commenced Business Operations, We Face A High Risk
of  Business  Failure

We  were incorporated in October 1999.  Our Internet web site was also developed
in  1999.  Accordingly,  you can evaluate our business, and therefore our future
prospects,  based  only  on  a limited operating history.  In addition, you must
consider  our  prospects  in light of the risks and uncertainties encountered by
companies  in an early stage of development in new and rapidly evolving markets.

We  acquired  the website address rights to surforama.com in 1999 and the rights
to  rebatetopia.com  and  rebatoptia.com in 2000. MMikeh We are presently in the
process  of  developing  and expanding the content on our web sites and offering
additional  products  and  services.  Our  revenues  for  the  fiscal year ended
November  30,  2001  were  $59,843,  earned  from  advertising,  consulting, and
interest  income.  Accordingly,  we  have  minimal  operating history from which
investors  can  evaluate  our  business.  An investor should consider the risks,
expenses  and  uncertainties  that an early stage company like ours faces. These
risks  include  our  ability  to:

-     Develop  a  functioning  and  marketable  website;
-     Offer  products and services that are easy to use and desired by merchants
       and  consumers;
-     Successfully  market  our  existing  and  planned  products  and services;
-     Convince  potential  customers to visit our websites and purchase products
       from  our  Surforama  Store;
-     Convince  merchants to pay us for accessing classified advertising content
       on  our  surforama.com  website.
-     Respond  effectively  to  competitive  pressures;
-     Continue  to  develop  and  upgrade  our  web  sites  once  development is
       complete.

If  we are unsuccessful in addressing these risks, our business will most likely
fail.

Because  We Have Only Recently Commenced Business Operations, We Expect to Incur
Operating  Losses  For  The  Foreseeable  Future

We  have  incurred  losses  totalling $105,067 since our inception on August 10,
1999.  In  the near future, we anticipate that we will incur increased operating
expenses  without  obtaining  comparable  increases  in revenues from sales.  We
therefore  expect  to  incur  significant  losses  into  the foreseeable future.

If  we  are  unable  to  generate  significant revenues from our operations, our
business  will  fail.

If  we  are  unable to generate significant revenues from advertising on our web
sites,  sales  from  our  Surforama  store, sales of access to our Surforama.com
affiliate  program  and  income  from  rebatopia, we will not be able to achieve
profitability  or  continue  operations.

Because  We  Are  A  Development  Stage Company, Our Business Has A High Risk Of
Failure

As  noted in our financial statements that are included with this prospectus, we
are  a  development  stage  company  that is currently developing two web sites.
These  conditions,  as  indicated  in  the  audit  report  of  Morgan & Company,
Chartered  Accountants, raise substantial doubt as to our continuance as a going
concern. To date, we have completed only partial development of viable web sites
offering products and services and we can provide no assurance that the products
and  services  offered and under development will have a commercial application.
The  success  of  our business operations will depend upon our ability to obtain
further  financing  to  complete  successful  development  of the program and to
attain  profitable operations. It is not possible at this time for us to predict
with  assurance  the  outcome  of these matters.  If we are not able to complete
successful  development  of  the  program  and  attain  sustainable  profitable
operations,  then  our  business  will  fail.

                                       13
<PAGE>


If  We  Become  Subject  To  Burdensome  Government  Regulations  Affecting  The
Internet,  Our  Business  Could  Be  Adversely  Affected

To  date,  governmental  regulations  have  not materially restricted use of the
Internet  in  our  markets.  However,  the legal and regulatory environment that
pertains  to  the  Internet  is  uncertain  and  may change. Uncertainty and new
regulations  could  increase  our  costs  of  doing business and prevent us from
delivering  our  products  and  services  over  the  Internet. The growth of the
Internet may also be significantly slowed. This could delay growth in demand for
our  network  and  limit the growth of our revenues. In addition to new laws and
regulations being adopted, existing laws may be applied to the Internet. New and
existing  laws  may  cover  issues  that  include:

1.     sales  and  other  taxes;
2.     user  privacy;
3.     pricing  controls;
4.     characteristics  and  quality  of  products  and  services;
5.     consumer  protection;
6.     cross-border  commerce;
7.     libel  and  defamation;
8.     copyright,  trademark  and  patent  infringement;  and
9.     other  claims  based  on  the  nature  and content of Internet materials.

If  We  Are  Unable To Hire And Retain Key Personnel, Then We May Not Be Able To
Implement  Our  Business  Plan

We  depend on the services of our senior management and key technical personnel.
In particular, our success depends on the continued efforts of our president and
chief  executive officer, Edward Yau, and our Vice President and chief operating
officer,  Mike Hanson. The loss of the services of Mr. Yau, Mr. Hanson or any of
our key management, sales or technical personnel could have an adverse effect on
our  business,  financial  condition and results of operations. In addition, our
success is largely dependent on our ability to hire highly qualified managerial,
sales  and  technical  personnel  within  Canada.   These  computer programmers,
technical  personnel  and  sales  and marketing personnel with experience in the
computer industry are in high demand and we may not be able to attract the staff
we need at a cost that is within our operating budget.  In addition, we may lose
employees  or  consultants  that  we  hire due to higher salaries and fees being
offered  by  competitors  or  other  businesses  in  the  computer  and Internet
industries.

If  We Are Not Able To Effectively Respond To Competition, Our Business May Fail

The  e-commerce  industry  is  intensely competitive in all its phases.  We will
face  competition  from  competitors  who offer products and services similar to
ours.  These  competitors  have completed development of their web sites and are
presently marketing their products and services.  Accordingly, these competitors
have  already  begun  to  establish  brand-recognition  with consumers.  We will
attempt  to  compete  against  these competitors by developing features, ease of
use,  and  enhanced performance that exceed the features and performance offered
by  competing products and services.  However, we cannot assure you that our web
site  functionality  and  content  will  outperform  competing  products or that
competitors  will  not  develop  new  or modified versions of their products and
services  whose  performance equals or exceeds what we provide.  In addition, we
may  face  competition  based  on price.  If our competitors lower the prices on
their  products  and  services, then it may not be possible for us to market our
products  and  services  at  prices  that  are  economically  viable.  Increased
competition  could  result  in:

-     Lower  than  projected  advertising  fees  from  our  web  sites;
-     Price  reductions  and  lower  profit  margins  on our goods and services;
-     Our inability to develop and maintain our web sites and offer products and
      services  with  features  and  usability  sought  by  potential
      customers.


Any  one  of  these  results  could  adversely  affect  our  business, financial
condition  and  results  of operations. In addition, our competitors may develop
competing  products  and  services that achieve greater market acceptance. It is
also  possible  that  new  competitors may emerge and acquire significant market
share.  Our  inability to achieve sales and revenue due to competition will have
an  adverse  effect  on  our  business,  financial  condition  and  results  of
operations.

Our  Securities  May  Be  Subject  To  Penny  Stock  Regulation.

If  the  price  of our common stock falls below $5.00 per share, then we will be
subject  to  "penny  stock"  regulation.  "Penny  stock" rules impose additional
sales  practice  requirements  on  broker-dealers  who  sell  such securities to
persons  other  than  established  customers and accredited investors (generally
those with assets in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000  together with a spouse).  For transactions covered by these rules, the
broker-dealer  must make a special suitability determination for the purchase of
such  securities  and  have  received  the  purchaser's  written  consent to the
transaction  prior to the purchase.  Additionally, for any transaction involving
a  penny  stock,  unless  exempt,  the  rules require the delivery, prior to the
transaction,  of  a disclosure schedule prescribed by the Commission relating to
the  penny  stock  market.  The broker-dealer also must disclose the commissions
payable  to both the broker-dealer and the registered representative and current
quotations  for  the  securities.  Finally,  monthly  statements  must  be  sent
disclosing  recent  price  information  on  the  limited market in penny stocks.
Consequently, the "penny stock" rules may restrict the ability of broker-dealers
to sell our shares of common stock.  The market price of our shares would likely
suffer  as  a  result.

Our  Stock  Price  Will  Likely  Be  Volatile.

While our shares are quoted for trading on the NASD OTC Bulletin Board, to date,
there  has  been  no trading volume.  We anticipate that the market price of our
common stock will be subject to wide fluctuations in response to several factors
including:


-     Our ability to complete the development of the Surforama and Rebatopia web
      sites;
-     Our  ability to generate revenues from advertising sales on our web sites;
-     Our  ability  to generate revenues from the sales of products and services

      on  the  Surforama  web  site;
-     Our  ability  to  convince merchants to pay us for using the Surforama.com
      Affiliate  Program;
-     Our  ability  to  generate  brand  recognition  of  our  web  sites;
-     Increased  competition  from competitors who offer competing products; and
-     Our  financial  condition  and  results  of  our  operations.

Forward-Looking  Statements

This  Form  10-KSB  contains  forward-looking  statements that involve risks and
uncertainties.  We  use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements.  You
should  not  place  too  much reliance on these forward-looking statements.  Our
actual  results  are likely to differ materially from those anticipated in these
forward-looking  statements  for  many  reasons, including the risks faced by us
described  in  the  above "Risk Factors" section and elsewhere in this document.

                        ITEM 2:  DESCRIPTION OF PROPERTY

Our  executive  offices  are  located at 105 - 1010 West 42nd Avenue, Vancouver,
British  Columbia,  Canada.  Mr. Mike Hanson provides office space to us free of
charge.

                           ITEM 3:  LEGAL PROCEEDINGS

There  are  no  legal  proceedings  pending  or  threatened  against  us.

                                       15
<PAGE>


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

On  October 22, 2001, in accordance with our bylaws, shareholders representing a
majority  of  the  shares  entitled  to  vote  approved  in writing all business
required  to  be  transacted at an Annual General Meeting of the coming.  Edward
Yau,  Mike Hanson and Greg Yanke were re-elected as directors of the Company for
the  ensuing year.  Shareholders also passed resolutions approving our financial
statements, the re-appointment of Morgan & Company, Chartered Accountants as our
and  all  acts  of  our directors and officers since the date of our last Annual
General  Meeting.


                                     PART II

ITEM  5:  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

Market  Information

During  the fiscal year ended November 30, 2001, we have filed an application to
have  our  shares  of common stock quoted for trading on the OTC Bulletin Board,
which  is  sponsored by the National Association of Securities Dealers.  The OTC
Bulletin  Board  is  a  network of security dealers who buy and sell stock.  The
dealers are connected by a computer network that provides information on current
"bids"  and  "asks",  as well as volume information.  Subsequent to November 30,
2001,  our  shares are quoted on the OTC Bulletin Board under the symbol "SRFO".

To  date,  none  of  our  shares  have  traded through the facilities of the OTC
Bulletin  Board.  We  currently  have  30  shareholders  of  record.

Rule  144  Shares

A total of 19,752,250 shares of our common stock are available for resale to the
public  in accordance with the volume and trading limitations of Rule 144 of the
Act.  In  general,  under  Rule  144,  as  currently in effect, a person who has
beneficially  owned  shares of a company's common stock for at least one year is
entitled  to sell within any three month period a number of shares that does not
exceed  the  greater  of:

1.     1% of the number of shares of the company's common stock then outstanding
which,  in  our  case, will equal approximately 198,289 shares as of the date of
this  prospectus;  or

2.     the  average  weekly  trading volume of the company's common stock during
the  four  calendar  weeks  preceding  the  filing  of a notice on form 144 with
respect  to  the  sale.

Sales  under  Rule  144 are also subject to manner of sale provisions and notice
requirements  and  to  the  availability of current public information about the
company.

Under  Rule  144(k),  a person who is not one of the company's affiliates at any
time  during  the  three months preceding a sale, and who has beneficially owned
the  shares  proposed  to  be  sold  for at least two years, is entitled to sell
shares  without  complying  with  the manner of sale, public information, volume
limitation  or  notice  provisions  of  Rule  144.

As  of  the  date  of  this  prospectus,  persons  who  are  our affiliates hold
11,820,100  of  the  19,752,250  shares  that  may be sold pursuant to Rule 144.

Stock  Option  Grants

To  date,  we  have  not  granted  any  stock  options.

                                       16
<PAGE>


Registration  Rights

We  have  not  granted registration rights to the selling shareholders or to any
other  persons.

Dividends

There  are  no  restrictions  in  our  articles  of incorporation or bylaws that
prevent  us  from  declaring dividends. The Nevada Revised Statutes, however, do
prohibit  us  from  declaring  dividends  where,  after  giving  effect  to  the
distribution  of  the  dividend:

1.     we  would  not  be  able to pay our debts as they become due in the usual
       course  of  business;  or

2.     our total assets would be less than the sum of our total liabilities plus
       the  amount  that would be needed to satisfy the rights of shareholders
       who have preferential  rights  superior  to  those  receiving  the
       distribution.

We  have not declared any dividends, and we do not plan to declare any dividends
in  the  foreseeable  future.

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

Plan  of  Operation

During  the  fiscal  year  ended  November  30,  2001, we attempted to raise the
necessary  funds  to  conduct  our  business  plan.  To  date,  we  have  been
unsuccessful  in securing the require financing.  Consequently, unless we secure
funding,  of which there is no guarantee, we will be forced to either revise our
business  plan or acquire an interest in a different business opportunity.  This
may  result  in  the  abandonment  of  our  current  plan  of  operations.

Our  plan  of operations for the next twelve months is to complete the following
objectives within the time period specified, subject to our obtaining additional
financing  for the continued development of the surforama website, the rebatopia
web  site,  and business activities related to the web site and carrying out our
marketing  plan;

*    We  plan  to  undertake  an advertising and marketing campaign upon raising
adequate  funding.  We anticipate that the cost of these marketing expenses will
be  approximately  $15,500  for  both  companies.

*    We  plan  to  purchase  and  lease  additional  equipment  for our web site

development  at  an  approximate  cost  of  $6,000.

*    We  anticipate  spending  approximately  $11,000  in  ongoing  general  and
administrative  expenses  per  month.

*    We  anticipate  our  monthly  operating  costs  of  our  web  sites will be
approximately  $2,225  per  month.

We  have  completed  the  first  phase  of our business plan by establishing our
classified advertisement web site service. Our present focus is to build our web
site  by adding products, services and additional content. We intend to commence
a  marketing  campaign  to  promote  our  web  site's  services  and  products.

Due  to changing market conditions, we are charging setup fees for private label
site customization and for monthly maintenance fees. These setup fees range from
$2,500  to  $5,000  or  more depending on the time required to customize the web
site.  The  monthly maintenance fee ranges from $300 to over $3,000 depending on
the size of the web site and also the number of visitors it attracts.  Web sites
with  more  visitors  require  additional  bandwidth and are therefore costlier.
With this in place, the overhead of the company will be greatly reduced since we
will  not  be  building  or  developing  anything  for  free.

If we do not raise additional funds by selling our shares or if we are unable to
generate  sufficient  revenue  our  business  will  fail.

In  building  our  internal  administrative and managerial organization, we will
seek to minimize the hiring of full-time employees. With additional revenues, we
plan  to retain staffing levels sufficient to achieve our goals. This additional
staffing may include full-time and part-time employees, and consultants. Without
sufficient  revenues,  we  will continue limiting our employees to our president
and  vice-president.

Completion  of our plan of operation is subject to obtaining adequate financing.
However, we cannot assure investors that adequate financing will be obtained. In
the absence of our projected revenues, we may be unable to proceed with our plan
of  operation.  Even without significant revenues within the next twelve months,
we  still  anticipate being able to continue with our present activities, but we
will  require  financing  to potentially achieve our goal of profit, revenue and
growth.

We  anticipate  that our operational and administrative expenses for the next 12
months  will  total  $116,400.  A breakdown of these anticipated expenses are as
follows:

Equipment  Costs

     Equipment  for  Further  Website  Development        $ 19,000
     Equipment  Leasing  Costs:                           $ 18,000

Sales  and  Marketing  Costs:

     Advertising  &  Promotion:                           $ 15,500

Operational  and  Administrative  Costs:

     Website  Development:                                $ 37,200
     General  Office/Professional  Expenses               $ 26,700
                                                          --------

     Total:                                               $116,400
                                                          --------

The  foregoing  represents  our best estimate of our cash needs based on current
planning  and business conditions.  The exact allocation, purposes and timing of
any  monies  raised  in  subsequent  private  financings  may vary significantly
depending upon the exact amount of funds raised and status of our business plan.

In  the  event  we  are  not successful in reaching our initial revenue targets,
additional  funds  may be required and we would then not be able to proceed with
our business plan for the development and marketing of the our core products and
services.  Should  this  occur,  we  would  likely  seek additional financing to
support  the  continued  operation  of  our  business.

We anticipate that depending on market conditions and our plan of operations, we
could  incur  operating  losses  in  the  foreseeable  future.  We  base  this
expectation,  in  part,  on  the  fact  that  we  run  on a very tight budget in
completing  the  development  of  our software and website and do not anticipate
earning  any substantial revenues until sometime next year. Our future financial
results are also uncertain due to a number of factors, some of which are outside
our  control.  These  factors  include,  but  are  not  limited  to:

*    our  ability  to develop a commercially marketable product and service with
the  features  and  functionality  sought  by  potential  customers;
*    our  ability  to successfully market co-brand and private label our site to
potential customers;

                                       18
<PAGE>


*    our  ability  to  charge  customers  a  license  fee that will enable us to
generate  revenues  exceeding  operating  costs;
*    the  introduction  and  availability  of competing products by competitors.

Results  of  Operations

From  the  date  of Surforama.com Portal Services Inc.'s incorporation on August
10,  1999 to November 30, 2001, management has focused on the development of the
surforama.com  and rebatopia.com web sites.  One computer programmer and two web
site developers have spent a total of approximately 4,350 hours constructing our
classified  advertisement  portal.  These  individuals  have  not charged us for
their  services.

From the date of Rebatopia's incorporation to present, management focused on the
development  of  the rebatopia.com web site. One computer programmer and two web
site developers have spent a total of approximately 3,300 hours constructing our
shopping  and  tracking  portal.

In  connection  with the development of our surforama.com web site in the fiscal
year  ended  November  30,  2001, we incurred a net loss of $82,890.  During the
fiscal  year  we  earned  revenue  of  $59,843  consisting of consulting fees of
$53,400  charged  to clients and advertising revenue of $6,443.  This revenue is
derived  largely  from a banner advertising arrangement with Flycast Advertising
and  a co-branding arrangement with Autofusion Inc., the owner of carprices.com.

Offsetting  this  revenue  was  expenses totalling $107,185 including consulting
fees  paid  to  our  directors  Edward Yau and Mike Hanson of $36,134, legal and
accounting fees totalling $24,548, amortization costs of $20,996 relating to our
software  development costs and our computer equipment, $11,800 representing the
write  off  of  bad  debts, $6,811 in websire development and maintenance costs,
$5,260  in  office  expenses  and  $1,636  in  transfer  agent  fees.

As  compared  with  our  fiscal  year ended November 30, 2000, our total revenue
increased  by  $1,058  in  the  current  fiscal  year.  Our  advertising revenue
increased  from  $3,506  to  $6,443  due  to  increased traffic on our websites.
Consulting  fee  income  decreased  marginally  from  $55,279  to  $53,400.  Our
administrative  expenses  dropped  from $141,204 in 2000 to $107,185 in the most
recent  fiscal  year.  This  change  was  primarily  a  result  of a decrease in
consulting  services  from  $74,283  to  $36,134  and  a  decrease  in  website
development  and  maintenance  costs  from  $14,464  to  $6,811.

Since  incorporation,  we  have  funded  our  operations  through private equity
financings and common share issuances in exchange for services. We have raised a
total  of $125,280 from selling or exchanging our securities in this time frame.
As at November 30, 2001, our assets were recorded at $178,452 consisting of cash
of  $1,487,  an accrued interest receivable from Rebatopia.com, Inc. of $18,393,
investment  in  and  advances  to  Rebatopia.com,  Inc.  of  $135,313,  computer
equipment  valued  at  $1,159  and  software  development  costs relating to our
websites  of  $20,500.

At  November 30, 2001, our liabilities totaled $97,917 and consisted of accounts
payable  and  accrued  liabilities  of  $21,492, advances due to shareholders of
$62,435  and  a  loan  payable  of  $13,990.

We  believe  that  the  above  discussion  contains  a number of forward-looking
statements.  Our  actual  results  and  our actual plan of operations may differ
materially  from  what  is  stated  above.  Factors  which  may cause our actual
results  or  our  actual plan of operations to vary include, among other things,
decisions  of  our  board of directors not to pursue a specific course of action
based  on  its  re-assessment of the facts or new facts, changes in the Internet
business  or  general  economic conditions and those other factors identified in
this  prospectus.

                          ITEM 7:  FINANCIAL STATEMENTS

                                        19
<PAGE>

                               SURFORAMA.COM, INC.
                          (A Development Stage Company)


                        CONSOLIDATED FINANCIAL STATEMENTS


                           NOVEMBER 30, 2001 AND 2000
                             (Stated in U.S. Dollars)

<PAGE>


                                AUDITORS' REPORT




To  the  Shareholders  and  Directors
Surforama.com,  Inc.
(A  Development  Stage  Company)

We  have  audited  the  consolidated  balance  sheets  of Surforama.com, Inc. (a
development  stage  company)  as  at  November  30,  2001  and  2000,  and  the
consolidated  statements  of  operations  and  deficit  accumulated  during  the
development  stage,  cash  flows,  and  stockholders' equity for the years ended
November 30, 2001 and November 30, 2000, and for the period from August 10, 1999
(date  of  inception)  to  November  30,  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 United States generally accepted
auditing standards. Those standards require that we plan and perform an audit to
obtain  reasonable  assurance  whether  the  financial  statements  are  free of
material  misstatement.  An  audit includes examining, on a test basis, evidence
supporting  the  amounts  and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant estimates
made  by  management,  as  well  as  evaluating  the overall financial statement
presentation.  We  believe  that  our  audit provides a reasonable basis for our
opinion.

In  our  opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at November 30, 2001
and  2000,  and the results of its operations and cash flows for the years ended
November 30, 2001 and November 30, 2000, and for the period from August 10, 1999
(date  of  inception)  to  November  30,  2001  in accordance with United States
generally  accepted  accounting  principles.

The  accompanying  consolidated financial statements have been prepared assuming
that  the  Company  will  continue  as  a  going concern.  The Company is in the
development  stage  and  will  need  additional  working capital for its planned
activity,  which  raises  substantial  doubt  about its ability to continue as a
going  concern.  Management's  plans in regard to these matters are described in
Note  1(c).  These  consolidated  financial  statements  do  not  include  any
adjustments  that  might  result  from  the  outcome  of  this  uncertainty.




Vancouver,  B.C.                                         /s/ Morgan  &  Company

March  5,  2002                                          Chartered  Accountants


<PAGE>

<TABLE>
<CAPTION>

                                          SURFORAMA.COM, INC.
                                     (A Development Stage Company)
                                     CONSOLIDATED BALANCE SHEETS
                                       (Stated in U.S. Dollars)
-------------------------------------------------------------------------------
                                                    NOVEMBER 30
                                                2001            2000
-------------------------------------------------------------------------------
<S>                                             <C>             <C>
ASSETS
Current
  Cash and cash equivalents                      $      1,487   $ 23,744
Prepaid expenses                                        1,600          -
                                               ---------------------------
                                                        3,087     23,744

Investment In And Advances To
 Rebatopia.com, Inc.(Note 3)                          153,706    112,619
Capital Assets, net of
 accumulated amortization of $797
 (2000 - $301)                                          1,159      1,655

Software Development Costs, net of
 accumulated amortization of
 $41,000 (2000 - $20,500)                              20,500     41,000
                                               ---------------------------
                                                 $     178,452   $179,018
===============================================================================

LIABILITIES
Current
  Accounts payable and accrued liabilities       $      21,492   $ 15,996
  Advances due to shareholder (Note 4)                  62,435          -
  Loans payable, current portion                         4,063          -
                                               ---------------------------
                                                        87,990     15,996
Loans Payable (Note 5)                                   9,927          -
                                               ---------------------------
                                                        97,917     15,996
                                               ---------------------------
STOCKHOLDERS' EQUITY


Capital Stock
  Authorized:
     70,000,000 common shares,
       par value $0.001 per share
      5,000,000 preferred shares,
       par value $0.001 per share
  Issued and outstanding:
      19,828,899 common shares
       at November 30, 2001 and 2000                    19,829     19,829
Additional paid in capital                             168,560    168,560

Deficit Accumulated During The Development Stage      (105,474)   (22,584)
Cumulative Translation Adjustment                       (2,380)    (2,783)
                                               ---------------------------
                                                        80,535    163,022
                                               ---------------------------
                                                 $     178,452   $179,018
===============================================================================
Nature Of Operations (Note 1)

Approved by the Directors:
===============================================================================

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

</TABLE>



<PAGE>

<TABLE>
<CAPTION>
                                         SURFORAMA.COM, INC.
                                     (A Development Stage Company)

                         CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
                                      (Stated in U.S. Dollars)

                                                                 PERIOD FROM
                                                                   DATE OF
                                                                ORGANIZATION
                                                                  AUGUST 10
                                           YEARS ENDED             1999 TO
                                           NOVEMBER 30           NOVEMBER 30
                                       2001          2000         2001
                                      --------------------------------------
                                      <C>           <C>           <C>
Revenue
  Advertising                         $     6,443   $     3,506   $   9,949
  Consulting services                      53,400             -      53,400
Consulting fees from
  related party (Note 6(a))                     -        55,279      55,279
                                      --------------------------------------
                                          59,843        58,785     118,628
                                      --------------------------------------
Expenses


  Amortization                             20,996        20,801      41,797
  Bad debts                                11,800             -      11,800
  Stock based consulting fees                   -             -      20,990
  Consulting services (Note 6(b))          36,134        74,283     110,417
  Office and sundry                         5,260         4,859      13,063
  Professional fees                        24,548        24,273      48,821
  Transfer agent                            1,636             -       1,636
  Travel                                        -         2,524       2,524
  Website development
   and maintenance                          6,811        14,464      21,275
                                      --------------------------------------
                                          107,185       141,204     272,323
                                      --------------------------------------

Loss From Operations                    (47,342)      (82,419)   (153,695)

Interest Income (Note 6(c))              13,602         5,081      18,683


Gain On The Disposal Of A
 Partial Interest In
 Rebatopia.com, Inc. Related
 To A Terminated Sale Agreement               -        99,972      99,972
Equity In Loss
Of Rebatopia.com, Inc.                  (49,150)      (20,877)    (70,027)
                                    --------------------------------------
Net (Loss) Income
For The Year                            (82,890)        1,757   $(105,067)
                                                                ==========
Deficit Accumulated During
The Development Stage,
Beginning Of Year                       (22,584)      (24,341)
                                    --------------------------
Deficit Accumulated During
The Development Stage,
End Of Year                         $  (105,474)  $   (22,584)
==============================================================
Net (Loss) Income Per Share         $     (0.01)  $      0.01
==============================================================



Weighted Average
Number Of Shares Outstanding         19,828,899    19,796,800
==============================================================

</TABLE>



<PAGE>

<TABLE>
<CAPTION>

                                          SURFORAMA.COM, INC.
                                     (A Development Stage Company)

                               CONSOLIDATED STATEMENTS OF CASH FLOWS
                                      (Stated in U.S. Dollars)



                                                                 PERIOD FROM
                                                                   DATE OF
                                                                ORGANIZATION
                                                                  AUGUST 10
                                           YEARS ENDED             1999 TO
                                           NOVEMBER 30           NOVEMBER 30
                                       2001          2000         2001
                                      --------------------------------------
<S>                                      <C>        <C>         <C>
Cash Flows From Operating Activities
  Net (loss) income for the year         $(82,890)  $   1,757   $(105,067)
  Items not involving cash:
    Amortization                           20,996      20,801      41,797
    Shares issued for
     other than cash                            -           -      20,990
    Gain on the disposal of
     a partial interest in
     Rebatopia.com, Inc.
     related to a terminated
     sale agreement                             -     (99,972)    (99,972)
    Equity in loss of Rebatopia.com, Inc.  49,150      20,877      70,027

Adjustments To Reconcile Net
 Income To Net Cash Used By
 Operating Activities
  Accrued interest receivable             (13,602)     (4,791)    (18,393)
  Accounts payable and accrued
   liabilities                              5,496      15,351      21,492
  Prepaid expenses                         (1,600)          -      (1,600)
  Advances due from shareholder            62,435           -      62,435
                                      --------------------------------------
                                           39,985     (45,977)     (8,291)
                                      --------------------------------------

Cash Flows From
 Financing Activities
  Common stock issued                           -      76,649     105,899
  Loan advances, net                       13,990           -      13,990
                                      --------------------------------------
                                           13,990      76,649     119,889
                                      --------------------------------------
Cash Flows From Investing Activities
 Acquisition of computer equipment              -      (1,956)     (1,956)
 Investment in Rebatopia.com, Inc.              -      (1,500)     (1,500)
 Proceeds on disposal
  of interest in
  Rebatopia.com, Inc.                           -     100,000     100,000
 Advanced to Rebatopia.com, Inc.          (76,635)   (127,233)   (203,868)
 Net asset deficiency of legal
  parent at date of reverse
  take-over transaction                         -           -        (407)
                                      --------------------------------------
                                          (76,635)    (30,689)   (107,731)
                                      --------------------------------------
Effect Of Exchange
Rate Changes On Cash                          403      (2,868)     (2,380)
                                      --------------------------------------

Net Change In Cash And
Cash Equivalents                          (22,257)     (2,885)      1,487

Cash And Cash
Equivalents, Beginning Of Year             23,744      26,629           -
                                      --------------------------------------
Cash And Cash Equivalents,
End Of Year                            $    1,487   $  23,744   $   1,487
============================================================================

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                SURFORAMA.COM,  INC.
                                            (A Development Stage Company)

                                   CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                                                  NOVEMBER 30, 2001
                                               (Stated in U.S. Dollars)


                                       COMMON STOCK
                              -----------------------------------
                                                       Additional             Cumulative
                                                       Paid-In                Translation
                               Shares       Amount     Capital    Deficit     Adjustment     Total
                              --------------------------------------------------------------------------
<S>                             <C>          <C>        <C>        <C>         <C>           <C>
November - Shares
 issued for stock
 based consulting
 fees                            4,386,806   $     4,387  $ 16,603  $       -   $         -   $ 20,990

November - Shares
 issued for software
 development costs              12,853,194        12,853    48,647          -             -     61,500

November - Exchange of
 shares to acquire
 subsidiary
 Surforama.com
   Portal Services Inc.        (17,240,000)            -         -          -             -          -
 Surforama.com, Inc.            17,240,000             -         -          -             -          -

Net asset deficiency
 of legal parent at date
 of reverse
 take-over transaction                   -             -         -       (407)            -       (407)

November - Shares issued
 for cash at $0.001              2,500,000         2,500    14,500          -             -     17,000

November - Shares issued
 for cash at $1.00                  12,250            12    12,238          -             -     12,250

Translation adjustment                   -             -         -          -            85         85

Net loss for the period                  -             -         -    (23,934)            -    (23,934)
                             --------------------------------------------------------------------------

Balance, November 30,
 1999                           19,752,250        19,752     91,988   (24,341)           85     87,484

June - Shares issued for
 cash at $1.00                      76,649            77    76,572          -             -     76,649

Translation adjustment                   -             -         -          -        (2,868)    (2,868)

Net income for the
 year                                    -             -         -      1,757             -      1,757
                             --------------------------------------------------------------------------

Balance, November 30,
 2000                           19,828,899        19,829   168,560    (22,584)       (2,783)    63,022
Translation adjustment                   -             -         -          -           403        403

Net loss for the year                    -             -         -    (82,890)            -    (82,890)
                             --------------------------------------------------------------------------

Balance, November 30, 2001      19,828,899   $    19,829  $168,560  $(105,474)      $(2,380)  $ 80,535
                             ==========================================================================
</TABLE>



<PAGE>

                               SURFORAMA.COM, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           NOVEMBER 30, 2001 AND 2000
                            (Stated in U.S. Dollars)



1.     NATURE  OF  OPERATIONS

a)     Organization

The Company was incorporated in the State of Nevada, U.S.A. on October 22, 1999.
The  Company's  wholly owned subsidiary, Surforama.com Portal Services Inc., was
incorporated  under  the  Canada  Business  Corporations Act on August 10, 1999.

b)     Development  Stage  Activities

The  Company  intends  to  develop  and market end to end online advertising and
classifieds  solutions for service providers, corporations and individuals.  The
Company  was  created  to  give  product  and  service  oriented  businesses  an
alternative source of advertising and exposure that will be more cost effective,
and  reach  a  much  larger audience than traditional methods.  The Company will
offer  consumers  a  popular  and  fast  way  to  find  job  searches, vehicles,
personals,  real  estate,  apartment  rentals,  daily  news  and  the ability to
purchase  products  directly  from  their  corporate  website.

Surforama.com,  Inc.  is  in  the  development  stage; therefore recovery of its
assets  is dependent upon future events, the outcome of which is indeterminable.
In  addition, successful completion of Surforama.com, Inc.'s development program
and  its  transition,  ultimately  to the attainment of profitable operations is
dependent upon obtaining adequate financing to fulfil its development activities
and  achieve  a  level  of  sales  adequate  to  support  its  cost  structure.

c)     Going  Concern

The Company will need additional working capital to be successful in its planned
activity  and  to  service its current debt for the coming year, and, therefore,
continuation  of  the Company as a going concern is dependent upon obtaining the
additional  working  capital  necessary to accomplish its objective.  Management
has  developed a strategy, which it believes will accomplish this objective, and
is  presently  engaged  in seeking various sources of additional working capital
including  equity  funding  through a private placement and long term financing.


2.     SIGNIFICANT  ACCOUNTING  POLICIES

The  consolidated  financial  statements  of  the  Company  has been prepared in
accordance  with  generally accepted accounting principles in the United States.
Because a precise determination of many assets and liabilities is dependent upon
future events, the preparation of consolidated financial statements for a period
necessarily  involves  the  use  of estimates which have been made using careful
judgement.

<PAGE>
                               SURFORAMA.COM, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           NOVEMBER 30, 2001 AND 2000
                            (Stated in U.S. Dollars)



2.     SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

The  consolidated  financial  statements  have,  in  management's  opinion, been
properly  prepared  within  reasonable  limits  of  materiality,  and within the
framework  of  the  significant  accounting  policies  summarized  below:

a)     Consolidation

These  consolidated financial statements include the accounts of the Company and
its  wholly  owned  Canadian subsidiary, Surforama.com Portal Services Inc.  The
Company  owns  49.07%  of Rebatopia.com, Inc., a company incorporated in Nevada,
U.S.A.,  and  has the ability to exercise significant influence over the entity,
therefore  its  investment  is  accounted  for  using  the  equity  method.

b)     Amortization

Capital  assets  are  amortized  over  their  economically  useful  lives at the
following  rate:

                   Computer equipment - 30% declining balance

In  the year of acquisition of an asset, amortization is provided at one half of
the  above  rate.

c)     Development  Stage  Company

The  Company  is  a  developed  stage  company  as  defined in the Statements of
Financial Accounting Standards No. 7.  The Company is devoting substantially all
of  its  present  efforts  to  establish  a new business and none of its planned
principal  operations  have  commenced.  All  losses accumulated since inception
have  been  considered  as  part  of the Company's development stage activities.

d)     Software  Development  Costs

Software development costs represent capitalized costs of design, configuration,
coding,  installation  and  testing  of the Company's web-site up to its initial
implementation. Upon implementation, the asset will be amortized to expense over
its estimated useful life of three years using the straight-line method. Ongoing
web-site  post-implementation  costs  of  operation,  including  training  and
application  maintenance,  will  be  charged  to  expense  as  incurred.

e)     Revenue  Recognition

The  Company  recognizes  revenue from advertising fees and commitment fees on a
net

<PAGE>

basis.


<PAGE>


                               SURFORAMA.COM, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           NOVEMBER 30, 2001 AND 2000
                            (Stated in U.S. Dollars)



2.     SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

f)     Income  Taxes

The  Company  has  adopted Statement of Financial Accounting Standards No. 109 -
"Accounting  For Income Taxes" (SFAS 109).  This standard requires the use of an
asset  and  liability  approach for financial accounting and reporting on income
taxes.  If  it  is  more likely than not that some portion, or all if a deferred
tax  asset,  will  not  be  realized,  a  valuation  allowance  is  recognized.

g)     Foreign  Currency  Translation

The  operations of the Company's subsidiary, Surforama.com Portal Services Inc.,
are  located  in  Vancouver,  Canada and its functional currency is the Canadian
dollar.  The  consolidated  financial  statements have been translated using the
current method whereby the assets and liabilities are translated at the year end
exchange  rate,  capital  accounts at the historical exchange rate, and revenues
and  expenses  at the average exchange rate for the period.  Adjustments arising
from  the  translation  of  the  Company's consolidated financial statements are
included  as  a  separate  component  of  shareholders'  equity.

h)     Financial  Instruments

The  Company's financial instruments consist of cash, term deposits and accounts
payable.

Unless  otherwise  noted,  it  is  management's opinion that this Company is not
exposed  to  significant  interest  or credit risks arising from these financial
instruments.  The  fair  value  of these financial instruments approximate their
carrying  values,  unless  otherwise  noted.

i)     Cash  Equivalents

The  Company considers all highly liquid financial instruments purchased with an
original  maturity  of  three  months  or  less  to  be  cash  equivalents.

j)     Net  Loss  Per  Share

Net  loss  per  share  is  based on the weighted average number of common shares
outstanding  during  the  period plus common share equivalents, such as options,
warrants  and  certain  convertible  securities.  This  method  requires primary
earnings  per  share  to  be  computed  as  if the common share equivalents were
exercised  at the beginning of the period or at the date of issue, and as if the
funds obtained thereby


<PAGE>


were  used  to purchase common shares of the Company at its average market value
during  the  period.


<PAGE>

<TABLE>
<CAPTION>

                               SURFORAMA.COM, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                          NOVEMBER  30,  2001  AND  2000
                            (Stated  in  U.S.  Dollars)



3.     INVESTMENT  IN  AND  ADVANCES  TO  REBATOPIA.COM,  INC.


                                                                          2001        2000
                                                                      -----------------------
<S>                                                                   <C>           <C>
Investment in and advances to Rebatopia.com, Inc.                     $    135,313  $107,828
Accrued interest                                                            18,393     4,791
                                                                      -----------------------
                                                                      $    153,706  $112,619
                                                                      =======================
Summary financial information for Rebatopia.com, Inc. is as follows:

                                                                           YEAR      MARCH 27
                                                                           ENDED     2000 TO
                                                                        NOVEMBER 30 NOVEMBER 30
                                                                            2001       2000
                                                                      ------------------------
Sales                                                                 $      9,009  $ 27,000
                                                                      =======================
Net loss from continuing operations                                   $    118,556  $ 97,665
                                                                      =======================
Net loss for the period                                               $    118,556  $102,615
                                                                      =======================

</TABLE>



On  March  27,  2000,  Source,  a  division  of Premier Lifestyles International
Corporation  ("Source"),  and the Company contributed their respective databases
and  operational  expertise  into  an incorporated joint venture, Rebatopia.com,
Inc.,  ("Rebatopia"),  originally  owned  50%  by Source and 50% by the Company.
Joint  control  of  the  operations  was to be exercised by a board of directors
consisting  of  five members.  The Company had the right to appoint at least two
directors.

The  Company  had  committed  to  fund  Rebatopia up to $1,000,000 within twelve
months  of  the  formation  of  Rebatopia.

On March 27, 2000, Source and the Company agreed to sell a 33.33% of their joint
venture  interest  in Rebatopia to a group collectively known as EuroCapital for
$2,000,000  (  to  Source and   to the Company) to be financed by a note payable
with  staged  payments:

On  August  8,  2000  the  parties  to the Purchase Sale agreement agreed to the
termination  of  the  March  27, 2000 agreement and, as a result, the Company no
longer  has  any  financial  obligation  to Source or Rebatopia.  At the date of
termination,  EuroCapital  group  had  advanced  $100,000  to  the  Company.  In
consideration  of  this  payment, the Company transferred 1,395 common shares of
Rebatopia  to  the  EuroCapital  group  and  it  now  holds  a  49.07% interest.


<PAGE>
                               SURFORAMA.COM, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           NOVEMBER 30, 2001 AND 2000
                            (Stated in U.S. Dollars)



3.     INVESTMENT  IN  AND  ADVANCES  TO  REBATOPIA.COM,  INC.  (Continued)

The  advances to Rebatopia, a related company, bears interest at U.S. Prime plus
2%  and have no specific terms of repayment.  Management has indicated that they
will  not  request  repayment  of  this  amount  within  the  next  fiscal year.
Consequently,  the  amount  of the advances has been classified as a non-current
asset  in  the  accompanying  financial  statements.


4.     LOANS  PAYABLE

The  loans payable are repayment in blended monthly instalments of principal and
interest  totalling  $1,181  until June 2004.  The loans are secured by computer
equipment  and  the  guarantees  of  two  directors  and  shareholders.


5.     ADVANCES  DUE  TO  SHAREHOLDER

Amounts  due  to  a  shareholder  and  officer of the Company are interest free,
unsecured  and  repayable  on  demand.


6.     RELATED  PARTY  TRANSACTIONS

     During  the  period,  the  Company  entered  into transactions (recorded at
exchange  values)  with  related  parties  as  follows:

a)     The Company recorded management, programming and website development fees
from  Rebatopia.com,  Inc.  totaling  $Nil  (2000  -  $55,279).  The  Company's
consulting expenses specifically related to this consulting fee amounted to $Nil
(2000  -  $55,279).

b)     Management  fees  paid to certain directors for services rendered to
the  Company  totalled  $36,134  (2000  -  $74,283).

c)     As  at  November 30, 2001, accrued interest receivable of $18,393 (2000 -
$4,791)  was  due  from  Rebatopia.com,  Inc.

<Page>



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

None.

                                    PART III

ITEM  9:  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS

Name                    Age      Position with Registrant    Served as a
                                                             Director or
                                                             Officer  Since

Edward  Yau              30      president, chief executive  November  10,  2000
                                 officer  and  director


Mike  Hanson             40      vice-president,
                                 chief operating

                                 officer,  chief
                                 financial  officer,
                                 and  director               November 10, 2000


Gregory  S.  Yanke       32      secretary, treasurer and    November  10,  2000
                                 director

Set forth below is a brief description of the background and business experience
of  each  of  our  executive  officers  and  directors  for the past five years.

Mr.  Edward Yau is our President, Chief Executive Officer and Director.  Mr. Yau
graduated  from  the  University  of British Columbia in 1996 with a Bachelor of
Medical  Laboratory  Sciences  degree.  Prior  to  founding Surforama.com Portal
Services  Inc.,  our  wholly  owned  subsidiary,  Mr.  Yau  founded and acted as
President  of  Crys  Tel  Telecommunications,  Inc. from 1997 to 1999, a private
company specializing in the North American and European marketing and deployment
of  IP  telephony  products and services which allow users to make long distance
telephone  calls  using  the internet.  He has also acted as President of Global
NeTVision  Inc.  from  1996 to 1997, an international marketing company based in
Canada.  Mr.  Yau  spends  100%  of  his  time  on  our  business.

Mr.  Mike Hanson is our Vice-President, Chief Operating Officer, Chief Financial
Officer,  and Director.  Prior to co-founding Surforama.com Portal Services Inc.

with  Mr.  Yau,  Mr.  Hanson  acted  as  Chief  Operating  Officer  of  Crys-Tel
Telecommunications,  Inc.  from  1998 to 1999, a long distance telephone company
specializing  in  the North American and European marketing and deployment of IP
telephony  products  and  services  which  allow  users  to  make  long distance
telephone calls using the internet. He also acted as Vice-President of Marketing
for  Canada  Telecom Network Inc., one of the largest long distance resellers in
Canada,  from  1996  to  1998.  Prior to that, Mr. Hanson was employed for eight
years as Vice-President of Operations with Prestige Advertising Services Ltd., a
private  promotional  advertising  company  from 1987 to 1994. Mr. Hanson spends
100%  of  his  time  on  our  business.

Mr. Gregory S. Yanke is Secretary, Treasurer and a Director.  Mr. Yanke has been
a  self-employed  securities  lawyer  and  principal  of  Gregory  S.  Yanke Law
Corporation since February 2000. From May 1996 to February 2000, he was employed
as  an  associate  lawyer  with Beruschi & Company, Barristers and Solicitors, a
Vancouver,  Canada  based  law firm that practices securities and corporate law.
Mr.  Yanke  is  a  graduate  of  the  University  of British Columbia, receiving
Bachelor  degrees  in Political Science (1991) and Law (1994). He is a member in
good  standing  with  the  Law Society of British Columbia.  Mr. Yanke currently
acts  as  a  director of Surforama.com, Inc., a United States reporting company.
He  is  also  corporate secretary of LMX Resources Ltd., Randsburg International
Gold Corp., Alberta Star Mining Corp., and Candorado Operating Company Ltd., all
of  which  are  British  Columbia  and  Alberta  reporting  companies.

                                       20
<PAGE>


Term  of  Office

Our  Directors  are  appointed for a one-year term to hold office until the next
annual  general  meeting  of  our  shareholders  or until removed from office in
accordance  with  our  bylaws.  Our  officers  are  appointed  by  our  board of
directors  and  hold  office  until  removed  by  the  board.

                        ITEM 10:  EXECUTIVE COMPENSATION

The  table  below  summarizes all compensation awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to  us  from  the  date  of  our  inception  until  October  31,  2000.

                        Annual Compensation Table

                 Annual Compensation               Long Term Compensation
                 -------------------               ----------------------

                                         Other                            All
                                         Annual                           Other
                                         Com-                             Com-
                                         pen-   Restricted                pen-
                                         sa-    Stock  Options/   LTIP    sa-
Name        Title    Year Salary   Bonus tion   Awarded SARs(#) payouts($)tion
----        -----    ---- -------- ----- ------ ------- ------- --------- ----

Edward    President,  2001 $17,420   0     0      0        0     0     0
Yau       CEO,        2000 $31,900   0     0      0        0     0     0
          Director    1999 $0        0     0      0        0     0     0
Michael   Vice-       2001 $18,714   0     0      0        0     0     0
Hanson    President,  2000 $31,899   0     0      0        0     0     0
          COO,        1999 $0        0     0      0        0     0     0
Gregory   Secretary   2001 $0        0     0      0        0     0     0
Yanke     and         2000 $0        0     0      0        0     0     0
          Director    1999 $0        0     $1,776 0        0     0     0
                                              Cdn
Section 16 of the Exchange Act requires that our directors, officers and persons
who  own  more  than  10%  of the Company's common stock file initial reports of
ownership  and  reports  of  changes  in ownership with the U. S. Securities and
Exchange Commission and the NASDAQ National Market. Such persons are required by
U. S. Securities and Exchange Commission regulation to furnish us with copies of
all  Section  16(a)  forms  they  file.  Based  on  our discussions with certain
reporting persons, the we are advised that during its fiscal year ended November
30,  2001,  Messrs.  Yau,  Hanson  and Yanke did not file any Forms 3, 4 or 5 as
required.

Incentive  Stock  Options

There  are  no  stock  options  to  purchase  our  securities  outstanding.

ITEM  11:  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

The following table sets forth information regarding the beneficial ownership of
our  shares  of common stock at February 28, 2002 by (i) each person known by us
to  be  the beneficial owner of more than 5% of our outstanding shares of common
stock, (ii) each of our directors, (iii) our executive officers, and (iv) by all
directors  and  executive  officers of Infinex as a group.  Each person named in
the table, has sole voting and investment power with respect to all shares shown
as  beneficially  owned  by  such  person.

                     Name and Address      Amount and Nature    Percent
Title  of  Class     of  Beneficial  Owner of Beneficial Owner  of Class
------------------   --------------------- -------------------  ------------

Common  Stock        Edward  Yau            5,910,000            29.8  %
                     12191 McNeely Drive
                     Richmond, British
                     Columbia
                     V6V  2S1

                                       21
<PAGE>

Common  Stock        Mike Hanson            5,910,000            29.8%
                     105-1010 West
                     42nd Avenue
                     Vancouver, British
                     Columbia
                     V6M  2A8

Common  Stock        Gregory S. Yanke             100           <  0.01%
                     200 - 675
                     West Hastings Street
                     Vancouver,  British
                     Columbia
                     V6B  1N2

Common  Stock        All  executive
                     officers  and         11,820,100            59.6%
                     directors as
                     a  group
--------------------------------------------------------------------------------
The  percent  of  class is based on 19,828,899 shares of common stock issued and
outstanding  as  of  February  28,  2002.

            ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except  as  disclosed below, none of our directors or officers, nor any proposed
nominee  for  election  as  a  director,  nor  any person who beneficially owns,
directly  or  indirectly,  shares  carrying  more  than 10% of the voting rights
attached to all of our outstanding shares, nor any promoter, nor any relative or
spouse  of  any  of  the  foregoing persons has any material interest, direct or
indirect,  in  any  transaction  since  our  incorporation  or  in any presently
proposed  transaction  which,  in either case, has or will materially affect us.

We  have  an  agreement with Greg Yanke, our secretary, whereby his law firm, of
which  he  is  principal,  provides  legal services to us from time to time at a
standard  hourly  rate.

Our  management  is involved in other business activities and may, in the future
become  involved  in  other  business  opportunities.  If  a  specific  business
opportunity  becomes  available,  such  persons may face a conflict in selecting
between  our  business  and their other business interests.  In the event that a
conflict  of  interest  arises at a meeting of our directors, a director who has
such  a  conflict  will disclose his interest in a proposed transaction and will
abstain  from  voting  for  or  against  the  approval  of  such  transaction.

ITEM  13:  EXHIBITS  AND  REPORTS

ITEM  27.  EXHIBITS.

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

 3.1*               Articles  of  Incorporation
 3.2*               By-Laws


*  incorporated  by  reference from our Form SB-2 that was originally filed with
the  commission  on  December  6,  2000.


                                       22
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 and 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.


Surforama.com,  Inc.


By   /s/  Edward  Yau
     ----------------
     Edward  Yau
     President,  Chief  Executive  Officer  &  Director
     Date:  March  14,  2002

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

By   /s/  Edward  Yau
     ----------------
     Edward  Yau
     President,  Chief  Executive  Officer  &  Director
     Date:  March  14,  2002

By   /s/  Mike  Hanson
     -----------------
     Mike  Hanson
     Vice-President, Chief Operating Officer, Chief Financial Officer, &
     Director
     Date:  March  14,  2002

By   /s/  Greg  Yanke
     ----------------
     Greg  Yanke
     Secretary,  Treasurer  and  Director
     Date:  March  14,  2002


                                       23