U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  ACT OF 1934

                  For the fiscal year ended December 31, 2001

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

      For the transition period from _________________ to _________________


                         Commission file number: 0-28471


                             ENTRADA SOFTWARE, INC.
                 (Name of small business issuer in its charter)


               NEVADA                                            86-0968364
   (State or other jurisdiction of                             (IRS Employer
    incorporation or organization)                           Identification No.)


         7825 E. Gelding Dr.
         Scottsdale, Arizona                                       85260
(Address of principal executive offices)                         (Zip Code)

                                 (480) 607-3535
                            Issuer's telephone number

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

         Securities registered under Section 12(g) of the Exchange Act:
                          COMMON STOCK, $.001 PAR VALUE
                                (Title of class)

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

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

     The registrant's revenue for the year ended December 31, 2001 was $602,390.

     The aggregate market value at February 28, 2002 of the voting and
non-voting common equity held by non-affiliates computed by reference to the
price at which the common equity was sold was approximately $2,600,000.

     The number of shares outstanding of the registrant's common equity as of
February 28, 2002 was 7,381,676.

     Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
<PAGE>
                                     PART I

     Our disclosure and analysis in this report contains forward-looking
statements. When used in this discussion, the words "believes," "anticipates"
and "intends" and similar expressions are intended to identify forward-looking
statements, but the absence of these words does not necessarily mean that a
statement is not forward looking. Forward-looking statements include, but are
not limited to, statements about our expansion plans, objectives, expectations,
intentions, and target market, and are subject to risks and uncertainties that
could cause actual results to differ materially from those anticipated in these
forward-looking statements, which speak only as of the date of this report. Our
actual results could differ materially from those anticipated in these
forward-looking statements for many reasons, including the factors described
under "Factors Affecting Future Performance, " "Description of Business" and
elsewhere in this report. We undertake no obligation to publicly release any
revisions to these forward-looking statements that may be made to reflect events
or circumstances after the date hereof or to reflect the occurrence of
anticipated events. Readers are urged, however, to review the factors and risks
we describe in reports we file from time to time with the Securities and
Exchange Commission, which may be accessed at the Commission's web site at
www.sec.gov.

ITEM 1. DESCRIPTION OF BUSINESS

OVERVIEW

     Entrada Software develops and markets a suite of business applications
software that facilitates improvement in quality and reduced development cycle
times for manufacturers and operators of complex products and systems. Entrada's
software gathers and delivers key product and process information for
businesses, and their suppliers and customers, and optimizes business
interactions and commerce across extended supply and value chains. Entrada's
KINNOSA(TM) software is a traceability system - a solution that allows
businesses to become proactive and comprehensive in dealing with the complete
life cycle of complex products and systems. This is accomplished through our
unique and trademarked PRODUCT-CENTRIC(R) approach. KINNOSA captures design,
development, and related business information into a structured PRODUCT
BIOGRAPHY(TM). It then enables the accumulation, analysis and exchange of
PRODUCT BIOGRAPHY(TM) information within and among the people in businesses, in
conjunction with the existing technologies and systems used by the enterprises,
without concern for global location, since the information is exchanged through
Internet portals.

     The KINNOSA portal is a single point of access that deploys quickly and
delivers information to any authorized user worldwide via the Internet. The
content is naturally tailored, based on a user's role and relationships. Whether
a supplier or customer, executive, engineer or assembler, the KINNOSA portal
delivers specific, targeted, pertinent information. With KINNOSA, manufacturers
and everyone in the entire supply and value chains can interact about any aspect
of a product or system and its associated process and business information. In
addition, users can track and record product incident data, allowing early
detection of defects or potential claims. KINNOSA is presently installed and
operational at two sites.

     As part of our marketing strategy, in March 2001 we completed the
acquisition of the products and other intangible assets of the company then
known as Motiva Software, Inc., which had recently ceased operations. These
products, electronic document management solutions known as DESIGNGROUP and
ECHANGE, had a world-wide customer base of over 200, and had been generating
significant revenues before that company ceased operations. We believe these
products and the related business opportunities are complementary to our KINNOSA
products and strategies. On May 1, 2001 we began to provide technical support
and upgrades for the acquired product line. By December 31, 2001 we had
completed maintenance and support contracts or concluded additional license
sales to over 50 of these customers. Total cumulative new business generated
exceeded $1.1 million, most of which was through maintenance and support
contracts, for which the revenue is recognized over the term of the contract,
generally one year.

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ORGANIZATION, HISTORY AND DEVELOPMENT

     Entrada was incorporated in Nevada in August 1999 as a wholly owned
subsidiary of The Rotherwood Group, Inc. ("TRG"), a non-trading and inactive
public company that acquired CIMsoft, Inc. on September 1, 1999. Concurrently,
TRG was merged into Entrada solely to adopt the new Entrada name and to change
the state of incorporation from Arizona to Nevada. CIMsoft was formed to develop
and sell the KINNOSA product line in May 1998 and had minimal operations prior
to its acquisition by TRG on September 1, 1999. On December 15, 1999, CIMsoft
merged into Entrada. There were no sales of KINNOSA software products in 1999.
During 2000, Entrada's activities consisted mainly of marketing, research and
development until its first significant product sale to Motorola, Inc. in
December 2000. In 2001, we continued development of the KINNOSA product suite,
while actively supporting the customer base for our ECHANGE product line, which
we acquired in March 2001.

THE MARKET

     Entrada's document management solutions already enable over one hundred
global companies to manage and control their core business information. In
addition, our product information traceability solutions should provide for
dramatic improvements in business quality. The Company is now preparing to
extend its reach and provide new capabilities for global businesses and
consumers to manage their interactions and relationships through
PRODUCT-CENTRIC(R) information control. The Company's proprietary solutions and
strong customer base should provide a platform for launching its strategic
market initiatives.

     Entrada's solutions allow companies to have complete traceability of their
products and services. We have identified and targeted core markets in
transportation and aerospace with thousands of companies, representing potential
opportunities in the billions of dollars.

     In addition to these core markets, our solutions have applications in
markets as diverse as consumer product goods, high technology manufacturing,
telecommunications, pharmaceuticals, real estate, government, education, and
other industries that share the common need for traceability of products,
components, systems, and processes.

     We believe the long term potential for the traceability marketplace is just
starting to develop. This market may provide significant and sustainable
business opportunities for well over a decade.

OUR PRODUCTS

     Entrada Software has developed and markets a suite of business applications
software, which captures, manages, and delivers critical business information
about the development, manufacture, and use of a company's products. Entrada's
ECHANGE(TM) product is a comprehensive electronic document management system,
offered in three languages and currently in use across six countries and three
continents. We believe the KINNOSA(TM) global product content traceability
applications are at the forefront of an emerging traceability marketplace.

     With our solutions, companies assemble key information contained in their
documents, databases, and information systems and collect additional information
from their processes, their key suppliers -- and even their customers -- into a
unique and proprietary construct we have trademarked the PRODUCT BIOGRAPHY(TM).
This forms the basis for an expanding set of quality and efficiency
applications, including such new capabilities as global parts tracking, part
authentication, counterfeit prevention, and Six-Sigma business optimization.

     Our software works across the Internet using portal technology. In
addition, it is delivered as a suite of web services, permitting easy adoption
along points in the design, supply, manufacturing, and customer support
processes. Entrada's products leverage information systems and business
processes already in place, and help fill the gaps where design, cost, quality,
schedule, and other information is critical to a business.

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<PAGE>
INTELLECTUAL PROPERTY.

     ECHANGE, PRODUCT BIOGRAPHY, PRODUCT CENTRIC and KINNOSA are either
registered as trademarks in the United States, or in the final stages of the
registration process. We also have filed applications to register other
trademarks that are currently in review by the government, and subject to
opposition by other parties.

MARKET POSITIONING

     Entrada's phased market development strategy is designed to penetrate its
target markets with the right products and capabilities at the right time, with
our existing customers providing revenue and stability in the near term. We
believe the Electronic Document Management (EDM) market space is a growing
market sector, and that market adoption of this class of solutions is maturing.
We believe our product is well positioned, with highly competitive features and
pricing and a strongly supportive customer base.

     Entrada is now integrating the ECHANGE product functionality into the
advanced technology framework of KINNOSA, and penetrating the market with the
leverage of its global partner network of system integrators, resellers, and
solutions providers. These partners are qualified with the required market
awareness, customer contacts, and product knowledge.

     The Company's ECHANGE customers also provide the target point of entry for
KINNOSA early market development. The Company has identified significant
opportunities for KINNOSA product traceability solutions within the EDM market
space, and is marketing its KINNOSA products through focused and competitively
differentiated campaigns, aimed directly at the economic buyers at the points of
entry. Concurrently, we are also developing the market identity and brand
awareness for KINNOSA, to directly appeal to the early market as well as set the
stage for the longer-term broader market.

     We believe the pricing of Entrada's solutions is highly competitive. The
products have been developed at a comparatively low cost and contain OEM
components that are competitively priced. Typical ECHANGE document management
solutions and KINNOSA traceability solutions provide high margins with
additional annuity revenue from maintenance and support. We believe our
solutions are extremely cost competitive in the marketplace, and are priced
significantly less than the cost of similar applications.

MARKET STRATEGY

     Entrada is developing alliances with OEM partners, Solutions Providers, and
Business Development partners who complete product and service offerings and
extend our reach in developing the business and going to market.

     We believe we have selected OEM partners who are market leaders, and whose
products and other contributions help ensure our products are of the highest
technical quality. We have agreements in place with Sun Microsystems, Sybase and
AutoDesk, among others.

     In our projected sales model, 75% of sales are driven through Solution
Providers, while the remaining 25% are direct. The indirect channel is being
developed around partners with extensive knowledge of the EDM market space as
well as specific customer relationships.

COMPETITION

     The Company competes within a broad software market segment known as
Collaborative Applications. The Entrada ECHANGE products compete within a
growing sub-segment dubbed Electronic Document Management. In EDM, we believe
Entrada is positioned as a market leader, with more capability than the
entry-level options, while considerably less expensive and faster to deploy than
the enterprise vendors.

     The KINNOSA traceability solutions compete in what we believe will be a
high growth market that is highly competitive and changing rapidly. For KINNOSA
we face competition primarily from consultants, tools vendors, enterprise
application software vendors, and alliances among them. ECHANGE competes against
many large competitors, with established and recognized products. Many of our
competitors have longer operating histories and significantly greater resources

                                        4
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and name recognition than we do. See "Factors Affecting Future Performance - We
are in a highly competitive business." In addition, certain critical
functionality within our solutions can be provided through custom one-of-a-kind
implementations, which are usually developed by consulting firms or by tools
vendors building custom solutions, but usually at great expense over long
periods of time. We believe that the value of such solutions diminishes rapidly
with the length of implementation, and due to the inherent inflexibility of
limited scale and minimal reusability. However, many of the purveyors of these
solutions have brand recognition and significant financial resources behind
them. We hope to successfully compete based on product capability, speed of
implementation, and price.

FACTORS AFFECTING FUTURE PERFORMANCE

     WE HAVE A HISTORY OF LOSSES AND EXPECT TO INCUR FUTURE LOSSES. We commenced
operations in 1999, had losses of $1,737,753 and $1,538,214 for the years ended
December 31, 2001 and 2000, respectively, and have limited working capital
reserves. We expect to face many operating and industry challenges and will be
doing business in a highly competitive industry. We depend on generating
additional working capital through customer sales to continue our operations.
While at December 31, 2001 we were generating sufficient cash from sales
activities to fund most of our current operations, and while we believe such
sales will continue, there is no assurance that we can continue these sales
activities at that level.

     WE NEED TO RAISE ADDITIONAL CAPITAL TO IMPLEMENT OUR BUSINESS PLAN. In
order to meet our operating plan for 2002, we would hire up to 30 more employees
by December 31, 2002. In addition, we plan to spend significant amounts on our
sales and marketing program. Because planned sales are dependent on adding these
employees and conducting our marketing and sales campaign, we believe we will
have to raise additional funds in order to fully execute our growth plan for
2002.

     OUR LENGTHY SALES CYCLE COULD CAUSE DELAYS IN REVENUE. The period between
our initial contact with a potential customer and the purchase of our products
and services is often long and may have delays associated with the lengthy
budgeting and approval process of our customers, particularly for our KINNOSA
product line. While the sales cycle is shorter for our ECHANGE product line, and
while we believe that the sales cycle for our KINNOSA products will decrease
over time from the estimated three to six months for our initial sales, there is
no degree of certainty that customers will buy our products through a shorter
sales cycle. A lengthy sales cycle could have a negative impact on the timing of
our revenues, especially our realization of any transaction based revenues,
projected cash flow and operations. We believe that a customer's decision to
purchase our products and services is discretionary, involves a significant
commitment of resources, and is influenced by customer budgetary cycles. To
successfully sell our products and services, we generally must educate potential
customers regarding the use and benefit of our products and services, which can
require significant time and resources. Many of our potential customers are
large enterprises that generally take longer to make significant business
decisions.

     WE EXPECT RAPID GROWTH, RESULTING IN SIGNIFICANT MANAGEMENT CHALLENGES. We
are an early stage company and we expect to experience very rapid growth in our
operations. This growth will place significant pressure on our limited resources
and infrastructure. Our officers will need to implement and improve our
operational, administrative and financial systems and controls and effectively
expand, train and manage our employee base. For our business plan to be
successful, we will be required to manage an increasing number of relationships
with various customers, partners and other third parties.

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     OUR LIMITED OPERATING HISTORY MAKES FORECASTING DIFFICULT. We expect to
encounter numerous risks and difficulties faced by early stage companies in the
rapidly developing enterprise software markets, and, although we believe we will
be successful in addressing these risks, there is no assurance that we will do
so. As a result of our limited operating history, it is difficult to accurately
forecast future operations and plan operating expenses. As a result, we may be
unable to timely adjust spending to compensate for any unexpected revenue
shortfall. This inability could adversely affect our ability to achieve or
maintain profitability.

     WE ARE IN A HIGHLY COMPETITIVE BUSINESS. Within our identified market space
are large, well-established and well-known companies that have substantially
greater financial, technological, promotional and other resources than we have.
Although we believe we can compete successfully, there is no assurance that we
will be able to do so. We expect that competition will increase as other
established and emerging companies enter our market, as new products and
technologies are introduced and as new competitors enter the market. We
anticipate that increased competition will result in price reductions, lower
gross margins and loss of our market share, any of which could materially
adversely affect our business, financial condition and operating results.

     OUR BUSINESS IS SUSCEPTIBLE TO NUMEROUS RISKS ASSOCIATED WITH INTERNATIONAL
OPERATIONS. We expect to commit significant resources to our international sales
and marketing activities in the future. We are subject to a number of risks
associated with these activities. These risks generally include:

     a.   currency exchange rate fluctuations;
     b.   seasonal fluctuations in purchasing patterns;
     c.   unexpected changes in regulatory requirements;
     d.   tariffs, export controls and other trade barriers;
     e.   longer accounts receivable payment cycles and difficulties in
          collecting accounts receivable;
     f.   difficulties in managing and staffing international operations;
     g.   potentially adverse foreign tax consequences, including withholding in
          connection with the repatriation of earnings;
     h    the burdens of complying with a wide variety of foreign laws
     i.   political instability.

Our international sales are denominated in U.S. dollars and in foreign
currencies. An increase in the value of the U.S. dollar relative to foreign
currencies could make our products more expensive and, therefore, potentially
less competitive in foreign markets. For international sales and expenditures
denominated in foreign currencies, we are subject to risks associated with
currency fluctuations. We do not hedge risks associated with foreign currency
transactions in order to minimize the impact of changes in foreign currency
exchange rates on earnings.

     INTELLECTUAL PROPERTY CLAIMS COULD BE EXPENSIVE AND RESULT IN LOSS OF
RIGHTS. Our property rights to our software products are our primary assets. We
protect and enforce our ownership and proprietary rights to our products through
copyright, trademark, and trade secret laws, as well as confidentiality and
non-disclosure agreements and licensing/usage contracts with our customers and
employees. However, these protections do not prevent competitors from developing
similar software that may have more customer acceptance than our software. In
spite or our efforts to protect our proprietary rights, unauthorized parties may
copy aspects of our products and obtain and use information that we regard as
proprietary. Other parties may breach confidentiality agreements and other
protective contracts we have entered into and we may not become aware of, or
have adequate remedies in the event of such breach. While we do not believe that
our software products infringe on the intellectual property rights of third
parties, infringement claims may be made. We may not have sufficient resources
to sustain or defend against such claims, with or without merit, or to pay
damages we may owe resulting from such litigation.

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     WE ARE DEPENDENT UPON CUSTOMER ACCEPTANCE OF OUR PRODUCTS.. Our ability to
meet our projections is dependent on our ability to convince prospective
customers that our products are superior to competing products and that we can
successfully deliver and service our products.

     OUR MARKET IS SUBJECT TO RAPID CHANGES AND NEW PRODUCTS. The computer
software industry is characterized by rapid change, frequent new product
introductions, changing customer demands, evolving standards, and many other
uncontrollable and unforeseeable trends and changes. Our future success will
greatly depend upon our ability to timely and effectively address changes
affecting our industry.

     WE ARE DEPENDENT ON TIMELY AND COST-EFFECTIVE DEVELOP OF OUR PRODUCTS.. The
life cycles of our products are difficult to predict, because the market for our
products is new and characterized by rapid, technological change, changing
customer needs and evolving industry standards. In developing new products, we
must:

     a.   develop and market timely or cost-effective products that respond to
          technological changes or evolving industry standards;
     b.   respond to products, capabilities or technologies developed by others
          that could render our products and services obsolete or
          noncompetitive, or that shorten the life cycles of our existing
          products and services;
     c.   anticipate difficulties that could delay or prevent the successful
          development, introduction and marketing of these new products and
          services;
     d.   anticipate deferrals in orders in anticipation of new products or
          releases; or
     e.   develop new products and services that adequately meet market
          requirements or achieve market acceptance.

     OUR PRODUCTS DEPEND ON THIRD-PARTY TECHNOLOGY. We rely on technology that
we license from third parties, including software that is integrated with
internally developed software and used in our software products to perform key
functions. If we are unable to continue to license any of this software on
commercially reasonable terms, we may face delays in releases of our software
until equivalent technology can be identified, licensed or developed, and
integrated into our current products. These delays, if they occur, could
seriously harm our business.

     THE LOSS OF SERVICES OF ONE OR MORE OF OUR KEY PERSONNEL COULD HARM OUR
OPERATIONS. We believe our current management team is sufficient to implement
our current business strategy. However, the loss of one or more of our current
officers or key employees could severely and negatively impact our operations.
Future success depends on the ability to attract, retain and motivate highly
skilled employees. Competition for employees in our industry is intense. There
is no assurance that we will retain key employees, or attract and keep
additional highly qualified employees in the future.

     EXISTING MANAGEMENT EXERCISES SIGNIFICANT CONTROL OVER ENTRADA. A small
number of stockholders, who comprise our executive management, owns 60% of the
voting securities of Entrada. These stockholders, when acting together, can
elect or otherwise designate all members of our Board of Directors and decide
virtually all other matters voted on by the stockholders. This control by
management is expected to continue into the future.

     OUR STOCK IS QUOTED ON THE OTC BULLETIN BOARD AND COULD BE SUBJECT TO
EXTREME VOLATILITY. Our common stock is currently quoted under the symbol ETSW
on the OTC Bulletin Board, which is characterized by low volume trading, high
volatility and large spreads between bid and ask prices. A significant amount of
common stock coming on the market at any one time could cause the stock to
decline in price. In addition, we must comply with ongoing eligibility rules to
ensure our common stock is not removed from the OTC Bulletin Board, which would

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materially adversely affect the liquidity and volatility of our common stock.
The Company intends to use its best efforts to continue to meet the eligibility
requirements.

     OUR PRODUCTS ARE COMPLEX AND MAY CONTAIN UNDETECTED ERRORS. While we test
our products extensively before market introduction, we cannot be certain that,
despite our testing, errors will not be found in current versions, new versions,
or enhancements of our products after commencement of their use. Such undetected
errors could result in adverse publicity, loss of revenues, delay in market
acceptance, or claims against us by customers, all of which could materially
adversely affect our business.

ITEM 2. DESCRIPTION OF PROPERTY

     We currently lease a 10,000 square foot facility located in an
industrial/commercial park in Scottsdale, Arizona. The lease on the facility is
for a term through August 2004, and the annual rental is approximately $170,000.
We anticipate acquiring additional facilities for expansion before the end of
the current lease term.

ITEM 3. LEGAL PROCEEDINGS

     We are not involved in any litigation, nor are we aware of any potential or
threatened litigation, or any asserted claims that may result in litigation.

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

     None.

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                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET FOR COMMON STOCK

     Our common stock has traded since March 3, 2000 on the OTC Bulletin Board
under the symbol "ETSW." At December 31, 2001, there were 235 common
stockholders of record (there was a greater number of beneficial owners).
Following is the range of the high and low bid information for the year 2001,
and the period in which our stock traded in 2000. This information is based on
over-the-counter market quotations, which reflect inter-dealer prices, without
retail mark-up, markdown or commission and may not represent actual
transactions.

          2001
          Quarter                                 Price Range
          -------                                 -----------
          First                                   $2.125-1.50
          Second                                  $1.85-.66
          Third                                   $1.70-.85
          Fourth                                  $1.52-1.05

          2000
          Quarter                                 Price Range
          -------                                 -----------
          First                                   $9.25-2.063
          Second                                  $5.75-2.875
          Third                                   $4.00-2.125
          Fourth                                  $2.687-1.50

DIVIDEND POLICY

     We have never declared or paid a dividend on our common stock, and we do
not intend to pay dividends in the foreseeable future. We are required to accrue
a 10% ($.10 per share) cumulative annual dividend for each share of Series A
preferred stock outstanding. This dividend is payable only when declared by the
Board of Directors, and must be paid before any dividends on common stock. Our
present policy is to retain future earnings to finance future growth.

ITEM 6. SELECTED FINANCIAL DATA

                                                Year ending December 31
                                      -----------------------------------------
                                         2001           2000           1999
                                      -----------    -----------    -----------
Net sales                             $   602,390    $    64,280    $    47,209
Loss from continuing operations       $(1,737,753)   $(1,538,214)   $  (286,269)
Loss per common share                 $      (.24)   $      (.21)   $      (.05)
Total assets                          $   464,697    $   180,857    $   281,093
Long-term obligations                 $   382,533    $    46,917    $     5,794

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

BACKGROUND

     Entrada was incorporated in Nevada in August 1999 as a wholly owned
subsidiary of The Rotherwood Group, Inc. ("TRG"), a non-trading and inactive
public company that acquired CIMsoft, Inc. on September 1, 1999. Concurrently,

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TRG was merged into Entrada solely to adopt the new Entrada name and to change
the state of incorporation from Arizona to Nevada. CIMsoft was formed to develop
and sell the KINNOSA product line in May 1998 and had minimal operations prior
to its acquisition by TRG on September 1, 1999. On December 15, 1999, CIMsoft
merged into Entrada. During 2000, Entrada's activities consisted entirely of
marketing and research and development, though we had our first significant
KINNOSA product sale to Motorola, Inc. in December 2000. In March 2001 we
acquired the ECHANGE product line, and began active sales to and support of
ECHANGE customers in May 2001. Our focus for 2001 was the assimilation of the
ECHANGE product line and the stabilization of the ECHANGE customer base.

RESULTS OF OPERATIONS

     The following discussion provides information that we believe will help you
understand our financial statements, and should be read along with these
financial statements and related notes. The following discussion also contains
forward-looking statements based upon current expectations that involve risks
and uncertainties, such as our plans, objectives, expectations and intentions.
Actual results and the timing of events could differ materially from those
anticipated in these forward-looking statements as a result of a number of
factors, including those set forth under "Factors Affecting Future Performance,"
"Description of Business" and elsewhere in this report.

YEAR ENDED DECEMBER 31, 2001. During the year 2001 we completely evolved from a
development company to a true operating company. Once we acquired the ECHANGE
product line and customer base in March, we immediately began building the sales
and support organizations to exploit this opportunity. On May 1 we began active
support of ECHANGE customers, and initiated sales of ECHANGE solutions to
current and new customers. Through December 31, we closed business transactions
with over 50 customers, generating over $1.1 million in business. Most of this
business was from support and maintenance contracts, the revenue for which is
recognized over the term of the contract, generally one year. The original
worldwide ECHANGE customer base was over 200, and, while some of these customers
have abandoned ECHANGE for other products, we believe there are still over 100
businesses with whom we have the opportunity to complete a support contract
and/or to sell new licenses in 2002.

     A key component of our sales strategy is the use of Solution Provider
partners to sell and provide services for our solutions. By the end of 2001 we
had completed agreements with17 such partners, many of which have already
generated license and support sales for us.

     While we closed over $1.1 million in business for the year, only $602,390
was recognized for financial statement purposes. The balance represents either
revenue deferred over the term of support and maintenance contracts, or other
revenue for which the earning process was not completed by year-end. Cost of
sales of $116,553 represents both royalty payments to third party technology
partners whose products are included in our products, and professional services
performed for customers by third party providers.

     Operating expenses totaled nearly $2.2 million, an increase of 35% over the
prior year, reflecting our emergence as an operating company. Personnel costs,
including salaries, commissions, benefits and contract employees, comprised over
80% of operating expenses. As expected as we increased our sales and support
activities during the year, customer support, sales and engineering expenses all
increased over the prior year.

     Interest expense of $39,359 for the year related to convertible notes
issued for financing purposes in 2001.

YEAR ENDED DECEMBER 31, 2000. In the year 2000 our activities consisted mainly
of marketing research and product development. We undertook extensive market
research, including focus groups, test sales activities, collaboration with
market analysts and the preparation of our marketing plan. In development, we
adapted our KINNOSA product suite for use with an Internet portal front-end, and
migrated to the Java programming language. As a result of these activities, we

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were not ready to start limited sales efforts until the end of the fourth
quarter of the year, and in December closed our first KINNOSA sale, to Motorola,
Inc. Of the $1,612,970 of operating expenses for the year, approximately
$1,085,900 was for salaries and other personnel expenses, $470,000 of which was
incurred in research and development. As a result of the above, we had a net
loss of $1,538,214 for the year.

LIQUIDITY AND CAPITAL RESERVES

     Since beginning operations in 1999, we maintained minimal cash reserves and
generated no significant working capital from operations until the second half
of 2001. Prior to that time, essentially all working capital came from outside
investors and lenders. During 2001 we raised $376,000 from the sale of Series B
preferred stock, and raised $615,000 from the issuance of convertible notes
payable. With the resurrection of our acquired product line, ECHANGE, in May
2001, we began to generate working capital from operations. By the fourth
quarter of 2001, we began to fund current operations almost entirely from sales
activities, though we did not generate sufficient capital to retire accumulated
debts or expand our business. At the end of 2001 we maintained minimal capital
reserves and remained dependent on sales activities to continue funding
operations in 2002.

PLAN OF OPERATIONS FOR FISCAL YEAR 2002 We expect to continue to generate
working capital as our operations expand in 2002, however, we do not believe
that operations in 2002 will generate sufficient working capital to expand our
operations to meet our business plan, or to retire prior accumulated debts. In
order to meet our 2002 operating plan, we intend to hire up to 30 additional
employees by December 31, and expand our sales and marketing program. Therefore,
we intend to raise significant additional funds to fully execute our business
plan in 2002.

     If we are able to raise the additional funds, we believe that we will have
sufficient working capital to execute our business plan and to reach a level of
operations that will generate positive earnings and cash flow by the end of
2002. However, meeting these objectives is contingent upon not only obtaining
adequate capital, but also successfully executing our business plan.

                                       11
<PAGE>
ITEM 7. FINANCIAL STATEMENTS

                                      INDEX

     Report of Independent Public Accountants ........................   13

     Balance sheets at December 31, 2001 and 2000 ....................   14

     Statements of Operations for the years ended
       December 31, 2001 and 2000 ....................................   15

     Statements of Cash Flows for the years ended
       December 31, 2001 and 2000 ....................................   16

     Statements of Stockholders' Equity for years ended
       December 31, 2001 and 2000 ....................................   17

     Notes to the Financial Statements ...............................   18

                                       12
<PAGE>
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Stockholders and the Board of Directors
of Entrada Software, Inc.

We have audited the accompanying balance sheets of Entrada Software, Inc. (the
"Company") as of December 31, 2001 and 2000 and the related statements of
operations, stockholders' equity and cash flows for the two years then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Entrada Software, Inc. as of
December 31, 2001 and 2000, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has had continuing
operating losses and had a net loss of $1,737,753 for the year ended December
31, 2001. The Company also has limited working capital reserves. There is a
working capital deficiency of $1,133,652 at December 31, 2001. The Company
expects to face many operating and industry challenges and will be doing
business in a highly competitive industry. These factors raise substantial doubt
about the Company's ability to continue as a going concern. Management's plans
with regard to these matters are discussed in Note 1. The financial statements
do not include any adjustments relating to the recoverability and classification
of asset carrying amounts or the amount and classification of liabilities that
might result should the Company be unable to continue as a going concern.


/s/  EPSTEIN, WEBER & CONOVER, PLC
Scottsdale, Arizona
February 19, 2002

                                       13
<PAGE>
                             ENTRADA SOFTWARE, INC.

================================================================================

                                 BALANCE SHEETS
                           DECEMBER 31, 2001 AND 2000


<TABLE>
<CAPTION>
                                     ASSETS                                        2001           2000
                                                                               -----------    -----------
<S>                                                                            <C>            <C>
Current assets
  Cash and cash equivalents                                                    $    21,884    $     4,224
  Accounts receivable                                                              270,514
  Prepaid expenses and deposits                                                     21,339         16,317
                                                                               -----------    -----------
     Total current assets                                                          313,737         20,541
                                                                               -----------    -----------

Furniture, fixtures and equipment                                                  162,165        141,033
Less accumulated depreciation                                                      (54,746)       (22,357)
                                                                               -----------    -----------
     Net furniture, fixtures and equipment                                         107,419        118,676
                                                                               -----------    -----------

Deposits                                                                            20,279         27,238
Intellectual property, net of accumulated amortization                              23,262         14,402
                                                                               -----------    -----------
     Total assets                                                              $   464,697    $   180,857
                                                                               ===========    ===========

                     LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
  Accounts payable and accrued expenses                                        $   697,689    $   179,070
  Due to officers                                                                                  45,522
  Deferred revenue                                                                 489,700         37,500
  Notes payable                                                                    260,000         89,100
                                                                               -----------    -----------
     Total current liabilities                                                   1,447,389        351,192

Notes payable                                                                      295,626
Other liabilities                                                                   86,907         46,917
                                                                               -----------    -----------
     Total liabilities                                                           1,829,922        398,109
                                                                               -----------    -----------
Stockholders' deficit
  Serial preferred stock, $.001 par value; authorized
    5,000,000 shares:
      Series A convertible preferred stock, $.001 par value;
        $1.00 liquidation preference,  250,000 shares authorized,
        issued and outstanding in 2001 and 2000                                        250            250
      Series B convertible preferred stock, $.001 par value; $1.00
        liquidation preference, 1,700,000 shares authorized, 620,029
        shares issued and outstanding in 2001                                          620
   Common stock; $.001 par value, authorized 70,000,000 shares,
     7,381,676 shares issued and outstanding in 2001 and 2000                        7,381          7,381
   Paid in capital                                                               2,242,997      1,628,838
   Accrued dividends                                                               (53,737)
   Accumulated deficit                                                          (3,562,736)    (1,853,721)
                                                                               -----------    -----------
     Total stockholders' deficit                                                (1,365,225)      (217,252)
                                                                               -----------    -----------
     Total liabilities and stockholders' deficit                               $   464,697    $   180,857
                                                                               ===========    ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       14
<PAGE>
                             ENTRADA SOFTWARE, INC.

================================================================================

                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                                      2001              2000
                                                   -----------      -----------
<S>                                                <C>              <C>
Revenue
  License sales                                    $   223,244      $    33,446
  Support services                                     325,365           30,834
  Other revenue                                         53,781
                                                   -----------      -----------
     Total revenue                                     602,390           64,280
Cost of sales                                          116,553
                                                   -----------      -----------
     Gross profit                                      485,837           64,280

Operating expenses
  General and administration                           709,433          594,953
  Engineering and development                          695,679          509,648
  Sales and marketing                                  524,342          508,369
  Customer support                                     254,777
                                                   -----------      -----------
     Total operating expenses                        2,184,231        1,612,970
                                                   -----------      -----------
     Loss from operations                           (1,698,394)      (1,548,690)

Other income (expense)
  Interest expense                                     (39,359)          (7,846)
  Interest income                                                        18,322
                                                   -----------      -----------
     Total other                                       (39,359)          10,476
                                                   -----------      -----------

     Net loss                                      $(1,737,753)     $(1,538,214)
                                                   ===========      ===========
Loss per common share
  Basic                                            $      (.24)     $      (.21)
                                                   ===========      ===========
  Diluted                                          $      (.24)     $      (.21)
                                                   ===========      ===========
Weighted average number of common shares
  outstanding
  Basic                                              7,381,626        7,249,501
                                                   ===========      ===========
  Diluted                                            7,381,626        7,249,501
                                                   ===========      ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       15
<PAGE>
                             ENTRADA SOFTWARE, INC.

================================================================================

                             STATEMENTS OF CASH FLOW
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                                                              2001           2000
                                                                          -----------    -----------
<S>                                                                       <C>            <C>
Cash flow from operating activities:
  Net loss                                                                $(1,737,753)   $(1,538,214)
  Reconcile loss to net cash used in operating activities:
    Depreciation and amortization                                              35,099         21,424
    Stock issued for services                                                  42,801         13,867
    Changes in assets and liabilities:
      Accounts receivable, prepaid expenses and deposits                     (285,477)       (17,153)
      Deferred revenue                                                        452,200         14,166
      Payables, accruals and other liabilities                                552,556        210,843
                                                                          -----------    -----------
          Net cash used in operating activities                              (940,574)    (1,295,067)
                                                                          -----------    -----------
Cash flows from financing activities:
  Sale of common stock                                                                     1,159,102
  Sale of Series B preferred stock                                            375,936             --
  Proceeds from notes payable                                                 615,000         40,000
                                                                          -----------    -----------
          Net cash provided by financing activities                           990,936      1,199,102
                                                                          -----------    -----------
Cash flows from investing activities:
  Purchase of furniture, fixtures and equipment                               (21,132)      (103,317)
  Purchase of intangible assets                                               (11,570)        (7,582)
                                                                          -----------    -----------
          Net cash used in investing activities                               (32,702)      (110,899)
                                                                          -----------    -----------

Net increase (decrease) in cash                                                17,660       (206,864)
Cash, beginning of year                                                         4,224        211,088
                                                                          -----------    -----------
Cash, end of year                                                         $    21,884    $     4,224
                                                                          ===========    ===========

Supplemental disclosure of cash flow information:
  Cash paid for interest                                                  $     4,813    $     4,835
                                                                          ===========    ===========
Supplemental disclosure of non-cash investing and financing activities:
  Preferred stock issued upon conversion of debt and
    related accrued interest                                              $   196,129    $        --
                                                                          ===========    ===========

     Officers' accrued salaries converted to notes payable                $    45,522    $        --
                                                                          ===========    ===========

     Preferred stock issued for services performed                        $    42,801    $    13,867
                                                                          ===========    ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       16
<PAGE>
                             ENTRADA SOFTWARE, INC.

================================================================================

                       STATEMENTS OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                                            SERIES A               SERIES B
                                  COMMON STOCK           PREFERRED STOCK        PREFERRED STOCK
                              -------------------       -----------------      -----------------
                               SHARES     AMOUNT         SHARES    AMOUNT       SHARES    AMOUNT
                              ---------  --------       --------   ------      --------   ------
<S>                          <C>        <C>             <C>       <C>          <C>        <C>
December 31, 1999             6,730,180  $  6,730        250,000   $  250
  Issue common stock            651,496       651
  Accrued dividends
  Warrant redemption
  Net loss
                              ---------  --------       --------   ------      --------   ------
December 31, 2000             7,381,676  $  7,381        250,000   $  250
  Issue preferred stock                                                         620,029      620
  Accrued dividends
  Net loss
                              ---------  --------       --------   ------      --------   ------
December 31, 2001             7,381,676  $  7,381        250,000   $  250       620,026   $  620
                              =========  ========       ========   ======      ========   ======


                                PAID IN         ACCRUED       ACCUMULATED      STOCKHOLDERS'
                                CAPITAL        DIVIDENDS        DEFICIT       EQUITY (DEFICIT)
                              -----------      ---------        -------       ----------------
December 31, 1999             $   456,520      $  (3,737)     $  (286,769)       $  172,994
  Issue common stock            1,176,719                                         1,177,370
  Accrued dividends                              (25,001)                           (25,000)
  Warrant redemption               (4,401)                                           (4,401)
  Net loss                                                     (1,538,214)       (1,538,214)
                              -----------      ---------      -----------       -----------
December 31, 2000             $ 1,628,838      $ (28,738)     $(1,824,983)      $  (217,252)
  Issue preferred stock           614,159                                           614,779
  Accrued dividends                              (24,999)                           (24,999)
  Net loss                                                     (1,737,753)       (1,737,753)
                              -----------      ---------      -----------       -----------
December 31, 2001             $ 2,242,997      $ (53,737)     $(3,562,736)      $(1,365,225)
                              ===========      =========      ===========       ===========
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       17
<PAGE>
                             ENTRADA SOFTWARE, INC.

================================================================================

                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


(1) ORGANIZATION AND OPERATIONS

BACKGROUND AND CURRENT OPERATIONS

     Entrada Software, Inc. (a Nevada corporation, the "Company") was
incorporated in Delaware on May 7, 1998 as CIMsoft, Inc., and commenced limited
operations in 1999. On September 1, 1999 the company executed a reverse merger
with a non-trading public company with no operations, and reincorporated in
Nevada as Entrada Software, Inc.

     The Company has developed and currently markets two software lines -
Kinnosa, that tracks product content information for manufacturers and their
suppliers and customers, and eChange, that provides electronic document
management.

MANAGEMENT PLANS

     The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company did not have significant
revenue operations in 2000,and commenced support and sales of its eChange
product line on May 1, 2001. Consequently the Company had losses of $1,737,753
and $1,538,214 for the years ended December 31, 2001 and 2000, respectively, and
has limited working capital reserves. The Company expects to face many operating
and industry challenges and will be doing business in a highly competitive
industry.

     Cash reserves at December 31, 2001 were essentially depleted. Although the
Company is generating cash flow from sales activities, such cash flow is
sufficient only to cover a portion of current operating expenses, and does not
permit the Company to retire prior debts or expand its operations. The Company
believes that it needs additional cash, either from outside financing or
expanded sales activities, in order to retire debts accumulated over the last
two years and significantly expand the Company's operations.

     If the Company is unable to produce sales as planned and/or raise
additional investment capital to fully implement its business plan, it may
jeopardize the ability of the Company to continue as a going concern.

(2) SIGNIFICANT ACCOUNTING POLICIES

CASH AND CASH EQUIVALENTS

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

INCOME TAXES

     The Company accounts for income taxes under the provisions of Statement of
Financial Accounting Standards (SFAS) No. 109, which requires the use of an
asset and liability approach. The effect of recognizing the tax effect of the
Company's accumulated loss resulted in a deferred income tax asset of

                                       18
<PAGE>
approximately $1,378,000, which was fully offset by an equal valuation
allowance. Such allowance increased by $701,000 for the year ended December 31,
2001. The valuation allowance was provided due to the uncertainty of future
realization of federal and state net operating loss carry-forwards.

     The difference between the tax benefit calculated by applying the statutory
federal tax rate of 34% to the Company's loss for the year and the absence of a
recorded benefit is due to the application of the valuation allowance.

     The Company had a cumulative net operating loss for tax purposes of
approximately $2,980,000 at December 31, 2001. The federal net operating loss
carry-forwards expire in 2019 through 2021 and state loss carry-forwards expire
in 2004 through 2006.

USE OF ESTIMATES

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and the
accompanying notes. Actual results could differ from those estimates.

RESEARCH AND DEVELOPMENT

     Research and development costs, which were approximately $700,000 and
$450,000 for the years ended December 31, 2001 and 2000, respectively, are
charged to operations as incurred.

ADVERTISING COSTS

     The Company has incurred no advertising expense to date. Advertising costs
will be charged to operations when incurred.

FURNITURE, FIXTURES AND EQUIPMENT

     Furniture, fixtures and equipment consists primarily of computer equipment
and office furniture, is recorded at cost and is depreciated using the straight
line method over estimated useful lives of generally five years. Management has
evaluated the carrying value of all long-lived assets in accordance with SFAS
No, 121, and believes that no adjustment of carrying values is necessary.
Depreciation expense for the years ended December 31, 2001 and 2000 was $32,830
and $21,424, respectively.

INTANGIBLE ASSETS

     Intangible assets consist of the cost of acquiring the intellectual
property that is the basis for the Company's software products, the cost of
applying for trademarks on the Company's proprietary names and the cost of
acquiring the eChange product line. Intangible assets are amortized on the
straight-line basis over three years.

REVENUE RECOGNITION

     The Company recognizes revenues in accordance with Statement of Position
("SOP") 97-2, "Software Revenue Recognition," and SOP 98-9, "Modifications of
SOP 97-2, Software Revenue Recognition, with Respect to Certain Transactions."
The Company derives revenues from the license of software products under
software license agreements, the delivery of professional services and software
maintenance services. If sales contracts contain multiple elements, and
vendor-specific objective evidence exists for all undelivered elements, the
Company accounts for the delivered elements in accordance with the "Residual
Method" prescribed by SOP 98-9.

     License revenues are recognized when persuasive evidence of an arrangement
exists, the fee is fixed or determinable, collection is probable, and delivery
and customer acceptance of the software products have occurred, if required
under the terms of the contract. In the event the Company grants its customers
the right to specified upgrades, license revenue is deferred until delivery of
the specified upgrade. If vendor-specific objective evidence of fair value
exists for the specified upgrade, then an amount equal to this fair value is
deferred. If vendor-specific objective evidence of fair value for the upgrade

                                       19
<PAGE>
does not exist, then the entire license fee is deferred until the delivery of
the specified upgrade. Allowances for estimated returns are provided upon
product delivery. In instances where vendor obligations remain, revenues are
deferred until the obligation has been satisfied.

     Revenues from professional services consist of implementation and training
services. Training revenues are recognized as the services are performed. Since
implementation services are typically performed under fixed-price contracts,
revenues are recognized upon customer acceptance. A provision for estimated
losses on fixed-price professional service contracts is recognized in the period
in which the loss becomes known.

     Maintenance and support contracts include the right to unspecified upgrades
on a when-and-if available basis, and ongoing support. Maintenance and support
revenues are recognized ratably over the term of the associated contract, which
is generally twelve months.

LOSS PER SHARE

     Net loss per share is calculated using the weighted average number of
shares of common stock outstanding during the year. The Company had convertible
preferred stock, options and warrants outstanding that were potential common
stock at December 31, 2001 and 2000. At December 31, 2001, there was preferred
stock outstanding convertible into 884,576 shares of common stock and warrants
and options exercisable for 1,936,198 shares of common stock. In addition, there
are notes payable and associated accrued interest convertible to 589,030 shares
of Series B convertible preferred stock at December 31, 2001. Preferred stock
dividends of $24,999 and interest on convertible notes of $33,405 could be added
to reduce the net loss available to common stockholders for purposes of
calculating diluted loss per share for the year ended December 31, 2001.
However, these securities and the preferred stock dividends and note interest
were not considered in the calculation for diluted earnings per share because
the effect would be anti-dilutive.

(3) NOTES PAYABLE AND RELATED PARTY TRANSACTIONS

     At December 31, 2001 the Company had $120,626 in unsecured notes, due to
officers, that have 9% interest rates, are due January 1, 2003 and are
convertible, including accrued interest, into 133,788 shares of Series B
preferred stock. The Company also has a $40,000 unsecured note, due to a
stockholder, that has a 9% interest rate, is due January 1, 2003 and is
convertible, including accrued interest, into 44,083 shares of Series B
preferred stock.

     At December 31, 2001 the Company had $395,000 in unsecured notes, due to
unrelated parties, that have 9-10% interest rates, $135,00 of which is due
January 1, 2003, and $260,000 of which is due before December 31, 2002. These
notes, including accrued interest, are convertible into 411,159 shares of Series
B preferred stock

     At December 31, 2000 the Company had a payable of $45,522, to officers,
that consisted of deferred salary and other expenses incurred on behalf of the
Company. Subsequent to year-end, the amounts due were converted into unsecured
notes payable.

(4) STOCKHOLDERS' EQUITY

PREFERRED STOCK

     The Company's Board of Directors divides preferred shares into series and
fixes dividend rates, designations, preferences and privileges.

SERIES A PREFERRED STOCK

     Series A stock has a $1.00 per share liquidation preference and a 10%
cumulative dividend. Each share of Series A stock is convertible into 1.06
shares of common stock. The Company may redeem the shares of Series A Preferred
at $1.00 per share plus any unpaid dividends. Under certain circumstances the
Company may not establish a series of preferred superior to the Series A

                                       20
<PAGE>
preferred, without the consent of the Series A stockholders. The holders of the
Series A preferred have preference, over common stockholders, in payment of
dividends and in liquidation distributions. In the event of any liquidation of
the Company, the holders of the Series A preferred will receive any cumulative
but unpaid dividends, in addition to a $1.00 per share liquidation preference,
before the common stockholders receive any assets.

     The holders of the Series A preferred are entitled to votes equal to the
number of shares of common stock into which these shares are convertible.
Holders of shares of Series A preferred will generally vote with the holders of
common stock, as a class, on all matters except for matters where vote as a
class is specified. The accrued, but undeclared, dividend on the Series A
preferred stock was $53,737, or $.21 per share, at December 31, 2001.

SERIES B PREFERRED STOCK

     In 2001, the Company designated 1,700,000 shares as Series B convertible
preferred stock. Series B stock has a liquidation preference equal to the amount
paid to the Company by the purchaser. Each share of Series B preferred is
convertible at any by the holder into one share of common stock. Under certain
circumstances the Company may not establish a series of preferred superior to
the Series B preferred, without the consent of the Series B stockholders. The
holders of the Series B preferred have preference, over all other stockholders,
in liquidation distributions. In the event of any liquidation of the Company,
the holders of the Series B preferred will receive a liquidation preference
before the common and Series A stockholders receive any assets.

     The holders of the Series B preferred are entitled to votes equal to the
number of shares of common stock into which these shares are convertible.
Holders of shares of Series B preferred will generally vote with the holders of
common stock as a class on all matters except for matters where vote as a class
is specified.

     During the year ended December 31, 2001, the Company issued 620,029 shares
of Series B convertible preferred stock for cash, as consideration for services
and in conversion of debt and related accrued interest. All of these
transactions were at $1 per share.

STOCK OPTION PLAN

     The Company's1999 Equity Incentive Plan reserves 2,100,000 shares of common
stock for option and stock grants, and expires September 30, 2009. Options are
granted and become exercisable based on the discretion of the Board of Directors
and must be exercised within ten years of the date of grant. As of December 31,
2001, the Company had granted 1,207,986 options with generally a four-year
vesting period. At December 31, 2001, 457,166 options were exercisable, and none
had been exercised.

A summary of stock option activity for the year ended December 31, 2001 is as
follows:

<TABLE>
<CAPTION>
                                                                            Weighted Average
                                                                   Number    Exercise price
                                                                   ------    --------------
<S>                                                              <C>         <C>
Options outstanding, January 1, 2001                                456,000      $2.04
  Granted                                                           781,626      $0.91
  Exercised                                                              --
  Terminated/expired                                                (29,640)     $2.50
                                                                  ---------
Options outstanding, December 31, 2001                            1,207,986      $1.34
                                                                  =========

Options exercisable as of December 31, 2001                         457,156      $1.31
                                                                  =========

</TABLE>

                                       21
<PAGE>
Options available for grant as of December 31, 2001                 892,014
                                                                  =========

Weighted average remaining contractual lives                      9.1 years
                                                                  =========

Weighted average fair value of options granted during the year    $   0.67
                                                                  ========

     Options outstanding at December 31, 2001 are as follows:

                        Number of     Exercise
                         Options        Price
                         -------        -----
                         105,000        $ .50
                          30,000        $ .65
                         566,000        $ .90
                         175,626        $1.00
                         331,360        $2.50

     The Company has adopted the disclosure-only provisions of SFAS No. 123,
ACCOUNTING FOR STOCK-BASED COMPENSATION, and continues to account for stock
based compensation using the intrinsic value method prescribed by APB No. 25,
ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES. The Company has determined that the
best measure of value of the Company's common stock, for purposes of determining
intrinsic value of the granted options, is the $1 value of the Series B
preferred stock. That determination was based on fact that the Company issued
significantly more Series B preferred stock than what was traded during the year
in its common stock. Each share of Series B preferred stock is convertible into
a share of common stock. Accordingly, there is no material compensation cost for
the stock options granted to employees. Had compensation cost for the Company's
stock options been determined based on the fair value at the grant date for
awards in 2001, consistent with the provisions of SFAS No. 123, the Company's
net loss and loss per share would have been increased by $179,000 and $.02
respectively.

     Under the provisions of SFAS No. 123, there are 457,156 fully vested
options for the year ended December 31, 2001 used to determine net earnings and
earnings per share under a pro forma basis. The fair value of each option grant
is estimated on the date of grant using the minimum value method with the
following assumptions for year ended December 31, 2001:

     Dividend yield                         None
     Volatility                             N/A
     Risk free interest rate                4.18%
     Expected asset life                    10 years

     The value of the stock used in the calculation was $.90 per share,
calculated as a discount of the price of the Series B preferred stock
transactions occurring in the year ended December 31, 2001. The fair value of
options granted in the year ended December 31, 2001, was determined by using the
Black-Scholes option pricing model.

COMMON STOCK WARRANTS

     In connection with financing activities in 2001, the Company granted
728,212 warrants to purchase common stock at $.50 to $1.00 per share for periods
of from two to five years. The warrants were granted either in connection with
the purchase of Series B preferred stock, in connection with a loan to the
Company or to third party intermediaries. The fair value of the warrants granted
in connection with these transactions was not material.

                                       22
<PAGE>
     At January 1, 2000 the Company had 500,000 warrants outstanding, each
exercisable to purchase one share of common stock for $1.50. In April 2000 the
Company called all 500,000 warrants, of which 426,655 were exercised.
Subsequently, 371 warrants were presented for redemption at $.06 per warrant,
and the Company has provided a redemption accrual for the remaining 72,974
warrants, which may be presented for redemption at any time.

(5) COMMITMENTS

EMPLOYMENT CONTRACTS

     The Company has employment contracts with three executive
officers/stockholders that require exclusive service to the Company in exchange
for up to nine month's salary continuation in certain events of termination.

LEASES

     The Company leases its corporate offices for minimum annual rent of
approximately $170,000 through August 2004. The Company also leases computer and
other office equipment under operating leases through 2003. Future minimum lease
payments are as follows:

            Year ending December 31:
                    2002                                            194,000
                    2003                                            190,000
                    2004                                            134,000
                                                                   --------
                           Total                                   $518,000
                                                                   ========

     Total rent expense for the years ended December 31, 2001 and 2000 was
$170,000 and $116,000, respectively.

(6) CONCENTRATIONS

     In 2001 the Company's revenue was derived from over 50 customers, no one of
which constituted more than 10% of the total. Accounts receivable at December
31, 2001 consisted of accounts with over 20 customers, with no single customer
comprising more than 25% of the total.

     Although the Company's cash balances may at times exceed federally insured
deposit limits, at December 31, 2001, these limits were not exceeded.

                                       23
<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; COMPLIANCE
        WITH SECTION 16(A) OF THE EXCHANGE ACT.

The directors and executive officers of Entrada are:

NAME                   AGE      POSITION
----                   ---      --------
Bruce D. Williams       46      Director, President and Chief Executive Officer
Terry L. Simpson        50      Director and Chief Technical Officer
Terry J. Gustafson      56      Chief Financial Officer, Secretary and Treasurer
John Lewis              31      VP, Chief Product Officer

     BRUCE D. WILLIAMS, PRESIDENT, DIRECTOR AND CHIEF EXECUTIVE OFFICER. Mr.
Williams was a founder of CIMsoft, Inc., and has served as President, Director
and Chief Executive Officer of Entrada since September 1999. From 1994 to 1999,
Mr. Williams was a Strategic Business Development Manager for Sybase, Inc.,
responsible for developing the handheld and embedded strategic business
relationships between Sybase and major partners, including Motorola, Intermec,
Symbol, 3Com, Sun, SAIC, and others. He also developed the strategic business
relationship between Sybase and Motorola, Inc. Earlier he developed a new
southwestern professional services district based in Phoenix, Arizona, and
performed staff, sales, and delivery management of consulting services. This
involved managing a professional services district with a staff of 40
consultants, practice managers, and district administrators.

     From 1978 to 1994, Mr. Williams was a technical manager and systems and
software engineer for Ball Aerospace Systems in Boulder, Colorado. He led the
development, implementation, and integration of information technology solutions
as chief architect for an open-systems client/server environment. He managed a
department of 40 engineers, analysts, and computer scientists who developed
flight and ground software for aerospace applications. He also managed a field
team of engineers developing and testing flight and ground operations software
for the Hubbell Space Telescope.

     Mr. Williams received a Master of Engineering, Engineering Management and
Computer Science degree in 1982, and a Bachelor of Science, Physics and
Astrophysics degree in 1978 from the University of Colorado. In addition, he
performed work in Graduate Study, Project and Organizational Management at the
Whiting School of Engineering Johns Hopkins University.

     TERRY L. SIMPSON, CHAIRMAN AND CHIEF TECHNICAL OFFICER. Mr. Simpson was a
founder of CIMsoft, Inc., and the inventor of the KINNOSA product suite, and has
served as Chairman of the Board of Directors and Chief Technical Officer of
Entrada since September 1999. From 1996 through 1999 Mr. Simpson was employed by
Sybase, Inc. to manage the implementation of KINNOSA product at Motorola. He was
responsible for successfully planning resources and delivering major consulting
projects on schedule, to successfully put KINNOSA into a production environment.
From 1991 to 1996 Mr. Simpson was a consultant and completed the KINNOSA product
development.

                                       24
<PAGE>
     Mr. Simpson holds a Bachelor of Science Degree in Engineering from West
Virginia University.

     TERRY J. GUSTAFSON, VP FINANCE, CHIEF FINANCIAL OFFICER, SECRETARY AND
TREASURER. Mr. Gustafson was a founder of CIMsoft, Inc., and has served as Chief
Financial Officer, Secretary and Treasurer of Entrada since September 1999. From
1993 to 1998 he was Vice President Finance, Chief Financial Officer, Secretary
and Treasurer of Xantel Corporation, a high-tech start-up company he co-founded
in 1993. While at Xantel he performed virtually all administrative, finance and
accounting functions for the company until 1998.

     Mr. Gustafson has over twenty years experience with KPMG Peat Marwick where
he served as a partner from 1984 until 1991. Mr. Gustafson joined KPMG Peat
Marwick in 1969 in Cleveland, Ohio. While in public accounting, he specialized
in providing accounting, auditing and business advisory services to high
technology companies. Mr. Gustafson left KPMG Peat Marwick in 1979 to become
Chief Financial Officer and Treasurer for Wien Air Alaska, a publicly-held $150
million regional air carrier, until he rejoined KPMG Peat Marwick in 1982.

     Mr. Gustafson holds a Bachelor of Arts Degree in Business Administration
from Baldwin-Wallace College, Berea, Ohio and a Masters in Business
Administration from Kent State University, Kent, Ohio.

     JOHN LEWIS, VP, CHIEF PRODUCT OFFICER. After working in several rigorous
software development environments, Mr. Lewis joined Andersen Consulting in 1993
in order to provide technology-driven business solutions directly to customers.
With Andersen, he was an integral part of designing and implementing
mission-critical systems for customers including Intel and AT&T. In 1995, Mr.
Lewis joined Sybase, Inc. to start a new Professional Services practice for the
company. He and his team delivered strategic technologies to customers including
American Express and Motorola. In 1998, Mr. Lewis and several associates formed
Arcanum International Corporation as a Systems Integration firm that provided
enterprise-class systems architecture and design services to customers including
Motorola and Cisco.

     Mr. Lewis' education includes a Bachelor of Arts Degree from Pepperdine
University where he graduated Magna Cum Laude, and extensive graduate studies in
Computer Science at Arizona State University.

ITEM 10. EXECUTIVE COMPENSATION

     The following table reflects all forms of compensation earned by Entrada's
Chief Executive Officer for services to Entrada during the year ended December
31, 2001. No officer of Entrada received salary or bonus in excess of $100,000
during these periods.

                           SUMMARY COMPENSATION TABLE

                                                           Long Term
                                                           Comp Awards
                                                        ------------------
                                                           Securities
Name/position              Year           Salary        Underlying Options
-------------              ----           ------        ------------------
Bruce D. Williams, CEO     2001           $82,500            40,193

                                       25
<PAGE>
                OPTIONS GRANTED AND EXERCISED IN LAST FISCAL YEAR

     The following table sets forth information with respect to stock options
granted to the Chief Executive Officer during 2001, including the potential
realizable value over the 10 year term of the options based on assumed rates of
stock appreciation of 5% and 10%, compounded annually, over the per share
exercise price of the option, which was the per share market price at the time
of the grant. These assumed rates of appreciation comply with the rules of the
SEC and do not represent Entrada's estimate of future stock price.

<TABLE>
<CAPTION>
                                               Percentage of                                     Realizable Value At
                                Number of      Total Options                                   Assumed Annual Rates of
                               Securities       Granted to                                    Stock Price Appreciation
                               Underlying      Employees in      Exercise      Expiration         for Option Term
    Name/position               Options        Fiscal Year        Price           Date            5%           10%
    -------------               -------        -----------        -----           ----            --           ---
<S>                              <C>                <C>           <C>           <C>           <C>          <C>
Bruce D. Williams, CEO           30,193             4%            $1.00         4/30/11        $93,000      $166,000
</TABLE>

         AGGREGATED OPTIONS EXERCISED IN 2001 AND YEAR-END OPTION VALUES

     The following table sets forth for the Chief Executive Officer the shares
acquired and the value realized on each exercise of stock options during the
year ended December 31, 2001 and the number and value of securities underlying
unexercised options held by such officer at December 31, 2001.

<TABLE>
<CAPTION>
                                                      Number of Securities Underlying       Value of Unexercised in the
                                                          Unexercised Options At                 Money Options At
                            Shares                           December 31, 2001                 December 31, 2001(2)
                          Acquired On      Value       -----------------------------      ------------------------------
Name                       Exercise      Received(1)   Exercisable     Unexercisable      Exercisable      Unexercisable
----                       --------      -----------   -----------     -------------      -----------      -------------
<S>                         <C>           <C>             <C>             <C>               <C>               <C>
Bruce D. Williams, CEO        --          $    --         40,193          $    --           $    --           $   --
</TABLE>

(1)  Based on the fair market value of the Company's Common Stock on the
     exercise date, minus the exercise price, multiplied by the number of shares
     exercised.
(2)  Based on the fair market value of the Company's Common Stock as of December
     31, 2001, minus the exercise price, multiplied by the number of shares
     underlying the options.

                                       26
<PAGE>
COMPENSATION OF DIRECTORS

     The present directors of Entrada are not compensated for their services as
directors.

EMPLOYMENT CONTRACTS

     We currently have "at will" employment contracts with Messrs. Williams,
Simpson and Gustafson, that provide for nine month's salary continuation in the
event of termination of employment under certain conditions, but do not specify
compensation amounts.

STOCK OPTION PLAN

     The Company's 1999 Equity Incentive Plan reserves 2,100,000 shares of
common stock for option and stock grants, and expires September 30, 2009. As of
December 31, 2001, the Company had granted 1,207,986 options with generally a
four-year vesting period and exercise prices of $.50 to $2.50. At December 31,
2001 457,166 options were exercisable and none had been exercised.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth, as of December 31, 2001, the ownership of
each person known by us to be the beneficial owner of five percent or more of
Entrada's common stock, each officer and director individually, and all officers
and directors as a group. Entrada has been advised that each person has sole
voting and investment power over the shares listed below unless otherwise
indicated.

                                               Share Amounts and       Percent
    Name and Address of Beneficial Owner      Nature of Ownership     of Class
    ------------------------------------      -------------------     --------
Terry L. Simpson
18775 N. 95th Way
Scottsdale, Arizona  85255                         3,175,259           43.01%(1)

Bruce D. Williams
27990 N. 77th Street
Scottsdale, Arizona  85255                           979,592           13.27%(1)

Terry J. Gustafson
7363 E. Onyx Court
Scottsdale, Arizona  85258                           734,694            9.95%(1)

All Directors and Officers
 as a Group (3 persons)                            4,889,545           66.23%(1)

(1)  Based on 7,381,676 shares of common stock outstanding at December 31, 2001.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     During 2001 officers either converted amounts due from the company to
convertible notes payable, or loaned the company additional funds totaling
$120,626. These notes are due January 1, 2003, bear interest at 9% and are
convertible, including accrued interest, into 133,788 shares of Series B
preferred stock at the discretion of the holders.

                                       27
<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

EXHIBITS

2.1(1)    Stock Exchange Agreement by and between TRG and CIMsoft, dated as of
          August 4, 1999

3.1(1)    Articles of Incorporation of Entrada

3.2(2)    Certificate of Designation/Resolution of Designation - Series A 10%
          Cumulative Convertible Preferred Stock

3.2(2)    Certificate of Designation/Resolution of Designation - Series B
          Convertible Preferred Stock

3.2(a)    Amended Certificate of Designation/Resolution of Designation - Series
          B Convertible Preferred Stock

3.3(1)    Bylaws of Entrada

4.1(1)    Specimen common stock certificate of Entrada

10.1(1)   Commercial lease dated August 22, 1999

10.2(1)   Entrada 1999 Equity Incentive Plan, Effective July 23, 1999

10.3(1)   Employment Agreement by and between Entrada and Bruce Williams, dated
          as of July 26, 1999

10.4(1)   Employment Agreement by and between Entrada and Terry Gustafson, dated
          as of September 1, 1998

10.5(1)   Employment Agreement by and between Entrada and Terry Simpson, dated
          as of August 1, 1998

(1)  Incorporated by reference from Entrada's Form 10-SB filed with the
     Securities and Exchange Commission on December 10, 1999.
(2)  Incorporated by reference from Entrada's Form 10K-SB filed with the
     Securities and Exchange Commission on March 23, 2001.

REPORTS ON FORM 8-K

     None.

                                       28
<PAGE>
                                   SIGNATURES

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

Entrada Software, Inc.
(Registrant)

By       /S/ Bruce D. Williams
         Bruce D. Williams, Chief Executive Officer

Date:    March 20, 2002


By       /S/ Terry J. Gustafson
         Terry J. Gustafson, Chief Financial Officer

Date:    March 20, 2002


By       /S/ Terry L. Simpson
         Terry L. Simpson, Chairman

Date:    March 20, 2002


By       /S/ Bruce D. Williams
         Bruce D. Williams, Director

Date:    March 20, 2002

                                       29