UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB
                                   (Mark One)
     [X]  Annual  Report  Pursuant  to  Section  13 or 15(d)  of The  Securities
Exchange Act of 1934 For the Fiscal Year Ended December 31, 2001

     [ ]  Transition  Report  Pursuant to Section 13 or 15(d) of the  Securities
Exchange Act of 1934

                        Commission File Number: 000-27715

                        MERCHANTPARK COMMUNICATIONS, INC.
                 (Name of small business issuer in its charter)

           Nevada                                    88-0441332
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                    Identification No.)

               2921 N. Tenaya Way, Suite 216, Las Vegas, NV 89128
               (Address of principal executive offices) (Zip Code)

Issuers telephone no.:  (702) 947-4877

Securities registered pursuant to Section 12(b) of the Exchange Act:  None

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

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

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained,  to the best of the  Registrants  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 the issuers revenues for its most recent fiscal year. $ 153,284.00

     State the aggregate market value of the voting stock held by non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and ask  prices  of such  stock  as of a  specified  date  within  60  days.
$525,000.00 (based on price of $0.15 per share as of February 26, 2002.)

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

                      Class                Outstanding as of December 31 2001
         Common Stock, $.001 Par Value              18,160,400


                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE
Transitional Small Business Disclosure Format.       Yes [x]        No [  ]


                           MERCHANTPARK COMMUNICATIONS
                                TABLE OF CONTENTS
                                   PART I Page
Item 1.          Description of Business                         3-7
Item 2.          Description of Property                         7
Item 3.          Legal Proceedings                               7
Item 4.          Submission of Matter to a Vote of Security Holders     7
                                                                PART II
Item 5.          Market for Common Equity and Related Stockholder
                     Matters                                       7-9

Item 6.          Managements Discussion and Analysis or Plan of
                     Operation                                   9-12

Item 7.          Financial Statements                             12

Item 8.          Changes in and Disagreements with Accountants on
                      Accounting and Financial Disclosure        12

                                                               PART III

Item 9.          Directors, Executive Officers, Promoters and Control persons;
                     Compliance with Section 16(a) of the Exchange Act    12-15

Item 10.        Executive Compensation                                15-16

Item 11.        Security Ownership of Certain Beneficial Owners and
                     Management                                     16-17

Item 12.        Certain Relationships and Related Transactions      17

Item 13.        Exhibits and Reports on Form 8-K                   17-18


SIGNATURES                                                           S-1




PART I

This document includes statements that may constitute forward-looking statements
made pursuant to the Safe Harbor provisions of the Private Securities Litigation
Reform Act of 1995. The Company would like to caution readers  regarding certain
forward-looking  statements in this document and in all of its communications to
shareholders  and others,  press  releases,  securities  filings,  and all other
communications.  Statements that are based on managements projections, estimates
and  assumptions  are  forward-looking  statements.  The words believe,  expect,
anticipate,  intend, and similar expressions generally identify  forward-looking
statements.  While the Company  believes in the veracity of all statements  made
herein,  forward-looking  statements  are  necessarily  based  upon a number  of
estimates and assumptions that, while considered  reasonable by the Company, are
inherently   subject  to   significant   business,   economic  and   competitive
uncertainties  and  contingencies  and  known  and  unknown  risks.  Many of the
uncertainties  and  contingencies  can  affect  events and the  Companys  actual
results  and could  cause its  actual  results to differ  materially  from those
expressed  in any  forward-looking  statements  made by,  or on behalf  of,  the
Company.

Item 1.     Description of Business

     The  Company  was  incorporated  October 14, 1999 in the State of Nevada as
Westnet  Communications  Group,  Inc.,  for the purpose of  developing a special
interest  worldwide web site as a development  stage  company.  In mid 2000, the
Company  realized  it needed  additional  capital to further its  business  plan
either from sale of equities or an industry affiliate.
     In  February  of 2001 the  Company  signed a Letter of  Intent  to  acquire
Merchantpark Communications,  Inc., a Nevada corporation.  Merchantpark appeared
to  have  much  larger  capital  availability  and in the  e-2b & e-2e  business
solution business.

     Westnet agreed to acquire  Merchantpark  with a Plan of  Reorganization  by
issuing 14,244,690 shares of common stock for the trade style and assets subject
to the liabilities of that company.  Westnet issued  14,244,690 shares of common
stock to the  shareholders of Merchantpark in exchange for 14,244,690  shares of
common stock  Merchantpark had outstanding.  The transaction was ratified by the
Westnet  shareholders  at a meeting  on March 29,  2001.  The  Westnet  name was
changed to Merchantpark Communications, Inc., at the same meeting. The stock was
issued on April 15, 2001. Pursuant to the reverse merger reorganization  Westnet
was the  legal  survivor  and  Merchantpark  was the  accounting  survivor.  The
consolidated  Companies filed the  appropriate  Forms 8-K, 8-KAs and subsequent
10-Qs for June 30 and September 30, 2001.

     As of December 31, 2001 the Company has  18,160,400  shares of common stock
outstanding.



         The Company owns two subsidiaries:

1. Merchantpark  Communications.COM,  a Delaware  corporation.  This Company was
originally   designated  to  implement   the  business   plan  of   Merchantpark
Communications. (currently inactive)

     2. Caged Iron, Inc, a Nevada corporation. This Company provides various web
based services for individuals and corporations.

Product

     The Company has developed a user friendly web  application  software  brand
name  Distribution 1.  Distribution 1 is a web services  delivery  platform that
offers a variety of web-based Internet  applications that can be personalized to
each individual client and is developed to work with any applications running on
any operating  system.  The web based operating system that is Distribution 1 is
available via any  web-enabled  device wired or wireless.  The platform is fully
managed,  brandable,  cost-efficient and a therefore attractive feature urgently
required  by  service  providers,  who are  currently  struggling  under  severe
competitive   pressures.   Distribution   1  has  been  designed  with  an  open
architecture to allow the technology the ability to easily integrate third-party
applications  with any API  (Application  Program  Interface) or through  direct
software  connection,  a CRM system, and document manager are to be delivered as
standard  applications.  Merchantpark  is  currently  working  with  several key
software developers to integrate unified communications, commerce, collaboration
and media streaming  applications  as well as many other web based  applications
into Distribution 1. Merchantpark, in turn, manages all aspects of the platform,
including  branding,  provisioning,   billing,  support  and  training  for  its
partners.

     Merchantpark  Communication is a web services Delivery  Company,  a service
carrier in essence, that will deliver user-selected suite of applications to the
end user though a network of service providers and associations.  The Company is
currently directing its efforts to co-inside with the expected rapid adoption of
Internet business application by North Americans approximately 50 million SMEs.
Targeting the large number of small businesses who have yet to fully utilize the
Internets   efficiencies.   Merchantpark   enables  select  service  providers,
communications  providers and  associations  to offer  Internet  based  business
applications  under their own brand to their new and  existing  small and medium
enterprise clients.

     Distribution  1 is a proprietary  platform that delivers  applications  and
content through a series of dynamically created user-specific  operating windows
or administration portals. SMEs that join the portal group are immediately given
a merchant  administration  portal  (MAP),  a  demonstration  of each  available
solution,  and a list of  recommend  services  according  to the  needs of their
business.  Merchantpark  instantly  delivers and provisions each  user-requested
application to the MAP and bills the customer on a monthly and usage based term.


     In visual terms,  Merchantpark  will act as a delivery funnel,  aggregating
various  disparate  services  and  applications  and  funneling  them though its
Distribution 1 application  management platform and then delivering them through
trusted  service  providers  and  associations  to the vast  collection of their
existing SME clients.

     Also,  through their Caged Iron  subsidiary  the Company offers various web
based  services.  The Company offers web  architecture,  web site creation,  web
support for clients,  bandwidth.  Caged Iron also offers comprehensive  packages
for clients to help  develop a brand on the  internet.  Caged Iron can take this
brand creation,  develop the web based  architecture,  the web site design and
can support this platform through their professional services expertise.

Market

     It is  believed  by IDC  research  that the US alone  will see close to 210
million users by 2004,  with Canada and parts of Europe  rapidly  catching up in
terms of  proportionate  population  in Internet  users.  In all,  according  to
Deliotte  Consulting,  it is expected  that the number of Web users will surpass
320 million  worldwide by 2002.  Because  business is often at the  forefront of
such change,  it can be surmised that the online  population  of business  users
will grow proportionately.

     Converging  with this trend are  changes in the overall  internet  business
market.  The  majority of SMEs use client  server  software  such as  Microsoft
Officer,  or Quickbooks but the more  web-enabled  Application  Service Provider
(ASP) model has been evolving rapidly. Indeed, pioneers such as Merchantpark and
Microsoft have been concentrating heavily on the ASP model (.NET) and most other
software providers are moving to it as well.

     However,  business  does not exist in  isolation  and like  other  parts of
society is  increasingly  going  online.  It has been  estimated  that nearly 50
percent of the US small businesses have some online capability, although for the
most part, it is merely for email and mild research  purposes.  At the same time
80 percent of small  business  owners say they do use the Internet to help their
companies grow.  Only 21 percent of small  businesses are connected on a regular
basis to the  Internet  and only 9 percent  have  their  own web site.  A mere 5
percent conduct sales online.

     At the same tine,  within the  Internet  and  telecommunications  realms in
general, there has been a convergence of services by larger service providers; a
tendency by service providers to add value (Telcos  providing  Internet access,
or financial services,  for example);  a move from the concept of free to pay
for play  (payment  for use of valued web  services  instead  of free  services
cluttered with banner ads); a trend among SMEs to retain the use of one trusted
provider  for all  business  services;  and a  growing  recognition  that a mere
web-presence  is not  enough  for most  businesses.  This  trend  along with the
continued movement of business to web based applications and services bodes very
well for companies positioned to capture this movement.

Marketing

     The Company is in the process of developing a detailed  tactical  marketing
plan. The Companys  marketing  plan will consist of the following  marketing at
tradeshows,  presentation and direct email. All marketing  development will take
place in-house.

     The  Company  will take  advantage  of  business  partners  and will likely
co-market through existing  customers of the business partner,  business partner
events and partner based web site advertising.

         Merchantpark Communications, Inc. has key relationships with:
o        Oracle, for use of Oracle Application Server and database
         infrastructure.
o        Sun Microsystems, for use of Sun Enterprise servers.
o        Portal, for use of Portal infranet, the highest level of billing
         management solutions available in the market today.  Portal
         infranet is the billing solution of choice for both AOL and Microsoft.
o        CardService, for the use of their real-time payment solutions and
         merchant services.
o        3com, for integration of their NBX 100 system into our call center.

Competition

     Due to the emergence of the internet from free to pay to play in the post
boom climate  currently  existing,  this is a very young sector.  Therefore,  in
managements opinion this is a very fractured but growing field. The competition
is starting to take notice of this  transition  the players  that have seen this
trend early on in the post boom era and are  developing an offering to allow the
SME market to transition  their  business to the web will capture the market and
prosper in the years to come.

Research and Development

     The Company has completed beta testing of its Distribution 1 software which
became fully functional in the first quarter of
2002.

Patents and Trademarks

     The  Company  has  no   trademarks  in  the  United  States  or  any  other
jurisdictions.  The Company has the Internet domain names of  CagedIron.COM  and
Merchantpark Communications.COM.

Employees

     Currently the Company has 6 full time  employees and 2 part time  employees
in British Columbia,  Canada.  Management intends to hire additional consultants
only as needed and as funds are available.  In such cases,  compensation will be
consistent  with  prevailing  wages  for  the  services  rendered.   It  is  not
anticipated  that the Company will have to increase payroll  expenditures  until
such time as revenues exceed $250,000 per month. The Company does not anticipate
in the  immediate  future to offer  any  employees  a bonus  profit  sharing  or
deferred  compensation  plan nor are there  any  employment  contracts  with any
director or employee.  Management intends to hire additional  qualified personal
as business conditions warrant. In addition to full time employees,  the Company
may use the services for certain outside consultants and advisors as needed on a
contractual basis.

Item 2.     Description of Property

     The Company  rents a 2,500 square foot project  development  and  operation
office on a month to month  lease  for  $500.00(US)  per  month.  The  office is
located at 318-1008  Homer Street,  Vancouver,  BC. The Company also maintains a
400 square foot office in Nevada  located at 2912 N. Tenaya Way,  Las Vegas,  NV
89128 on a month to month basis for $200.00  (US) per month.  The Company  keeps
some of their servers and equipment at a data center at 851 Coho Way, Suite 205,
Bellingham, Washington 92226.

Item 3.     Legal Proceedings

         The Company is not subject to any material legal proceedings.

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

     During the fourth  quarter of the fiscal year  covered by this  report,  no
matters were submitted to a vote of security holders.

                                                                PART II

Item 5.     Market for Common Equity and Related Stockholder Matters

         As of December 31, 2001, no market information is available.

     As of December 31, 2001, the Company had issued and outstanding  18,160,400
shares of common stock outstanding and there were approximately 103 shareholders
of record.

     The  ability  of an  individual  shareholder  to trade  their  shares  in a
particular  state may be subject to various rules and regulations of that state.
A number of states  require that an issuers  securities  be registered in their
state or  appropriately  exempted from  registration  before the  securities are
permitted  to  trade  in that  state.  Presently,  the  Company  has no plans to
register its securities in any particular state. Further, most likely the Common
Stock will be subject to the  provisions  of Section 15(g) and Rule 15g-9 of the
Securities  Exchange  Act of 1934,  as  amended  (the  Exchange  Act),  commonly
referred  to as the  penny  stock  rule.  Section  15(g) sets  forth,  certain
requirements  for transactions in penny stock and Rule 15g-9(d) (1) incorporates
the  definition  of  penny  stock  as that  term is used in Rule  3a51-1  of the
Exchange Act

     The Securities and Exchange Commission (the Commission generally defines
penny stock to be any equity  security  that has a market  price less than $5.00
per share,  subject to certain  exception.  Rule 3a51-1 provides that any equity
security is considered  to be a penny stock unless that security is:  registered
and traded on a national  securities  exchange meeting specified criteria set by
the Commission; authorized for quotation on the NASDAQ Stock Market; issued by a
registered  investment  company;  excluded  from the  definition on the basis of
price (at least  $5.00 per share),  or the  issuers  net  tangible  assets;  or
exempted form the  definition  by the  Commission.  If the Companys  shares are
deemed to be a penny stock,  trading in the shares will be subject to additional
sales practice requirements, on broker-dealers, who, sell penny stocks to person
other than established  customers and accredited  investors,  generally  persons
with  assets in excess of  $1,000,000  or annual  income  exceeding  $200,000 or
$300,000 together with spouse.

     For transactions covered by these rules, broker-dealers must make a special
suitability  determination  for the  purchase of such  securities  and must have
received  the  purchasers  written  consent  to the  transaction  prior  to the
purchase.  Additionally,  for any  transaction  involving  penny  stock,  unless
exempt,  the rules require the delivery,  prior to the first  transaction,  of a
risk  disclosure  document  relating to the penny stock market.  A broker dealer
must also 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 for the
penny  stocks held in the  account  information  on the limited  market in penny
stocks. Consequently,  these rules may restrict the ability of broker-dealers to
trade and/or maintain a market in the Companys  Common Stock and may affect the
ability of shareholders to sell their shares.

Sale of Unregistered Securities

     On January 3, 2001 the Company issued  1,500,000  shares of common stock at
$.001 per share for  consideration  of $1,500 to 5  individuals  for 100% of the
shares of  Merchantpark.COM.  These shares were issued under Section 4(2) of the
1933 Securities Act and bear a restrictive legend.

     On January 10, 2001 the Company issued  2,000,000 shares of common stock at
$.10 per share for  consideration  of $200,000 to 5 individuals  for 100% of the
shares of  Merchantpark.COM.  These shares were issued under Section 4(2) of the
1933  Securities Act. On the same date the Company also issued 100,000 shares at
$.10 per share for consideration of $1,000 to one entity for services rendered.

     On January 30, 2001 the Company  issued  285,000  shares of common stock at
$.10 per share for cash and total  consideration  of $28,500.  The Company  also
issued  959,000  shares  of  common  stock  at  $.10  per  share  for  debt  and
consideration of $95,400. On the same day the Company issued 2,000,000 shares of
common stock at $.10 to acquire one hundred percent of Caged Iron  Technologies.
The Company also issued  3,000,000  shares of common stock at $.10 per share for
assets totaling  $300,000.  The above shares were issued under  Regulation 504 D
and bear a restrictive legend.

     On February 25, 2001 the Company  issued  304,000 shares of common stock at
$.25 per share for consideration of $76,000.  On the same day the Company issued
30,400 shares of common stock at $.25 per share for  consideration of $7,600 for
services rendered. The above shares were issued under Regulation 504D and bear a
restrictive legend.

     On March 23, 2001 the Company issued 82,000 common shares at $.50 per share
for  consideration of $41,000.  On the same day the company issued 25,000 shares
of common stock at $.50 per share for services  rendered.  The above shares were
issued under Regulation 504D and bear a restrictive legend.

     On April 1, 2001 the company  issued 375,000 shares of common stock at $.50
for  consideration of $187,500 for services  rendered.  These shares were issued
under Section 4(2) of the 1933 Securities Act and bear a restrictive legend.

     As of December 31, 2001 the company had  18,160,400  shares of common stock
outstanding.

Dividends

     The Company has not declared or paid cash  dividends or made  distributions
in the past, and the Company does not anticipate that it will pay cash dividends
or make distributions in the foreseeable future.

Item 6.     Managements Discussion and Analysis or Plan of Operation

     The  following   information   should  be  read  in  conjunction  with  the
consolidated  financial statements and notes thereto appearing elsewhere in this
Form 10-KSB.

     The  companys  current  capital was  provided by the sale of common  stock.
Shareholders  have  loaned  the  Company  $22,488  in the  past  year.  To fully
implement the Companys  business plan  management  anticipates  outside funding
will be necessary. Management will explore debt or equity transactions. There is
no assurance that the company will be able to secure future financing.  However,
the company has been successful in the past.

         Existing staff will be sufficient for operations through 2002

     It should be noted that the Companys  auditors HJ & Associates,  LLC. have
expressed in their financial  statements that there are substantial  doubt about
the Companys ability to continue as a growing concern.




Liquidity and Capital Resources

     The Companys financial statements present a severe impairment of liquidity.
The Company has an  approximate  1:13 current  ratio.  The Company has $2,335 in
current assets  compared to $30,315 in current  liabilities.  The current assets
are  comprised of solely cash,  while the current  liabilities  are comprised of
$5,873  accounts  payable,  $22,488  in loans  payable  and  $1,954  in  accrued
interest.

     Therefore,  the  Companys  auditors  consider  the  Company  to be a going
concern.  This  contemplates  the  realization  of  assets  and  liquidation  of
liabilities  in  the  normal  course  of  business.  The  Company  has  not  yet
established  revenues  to  cover  its  operating  costs in the  Internet  gaming
industry and has changed their operating focus to software  development to allow
it to continue as a going  concern.  Management  believes  that the Company will
soon be able to  generate  revenues  sufficient  to cover  its  operating  costs
through its business development.

Net Operating Loss

     The  Company  has  accumulated  $(425,863)  of net  operating  losses as of
December 31, 2001,  which may used to reduce taxes in future years through 2021.
The use of these  losses  to  reduce  future  income  taxes  will  depend on the
generation  of  sufficient  taxable  income prior to the  expiration  of the net
operating loss carry forwards.

     In the event of certain changes in control of the Company, there will be an
annual  limitation on the amount of the net operating  loss carry forwards which
can be used.  The potential tax benefit of the net operating loss carry forwards
have been offset by a valuation allowance of the same amount.

Results of Operations

     For the  year  ended  December  31,  2001  the  company  had a net  loss of
$(417,873)  compared  to a net loss of  $(8,901)  for the same  period  the year
before. The company has net revenues of $153,284 for the year ended December 31,
2001 compared to a $0 the year before.  Consulting  expenses  jumped to $269,975
mostly  due to  the  company  merging  and  becoming  operational.  General  and
administrative  costs soared to $101,537  from $8,901 for the same  reason.  The
same can be said for  Depreciation  and  Amortization  increasing to $133,420 in
2001. The company also had software  development costs of $55,812 in conjunction
with their Distribution 1 software platform.

Recent Accounting Pronouncements


     The Financial  Accounting Standards Board has issued Statement of Financial
Accounting (SFAS), No. 133, Accounting for Derivative Instruments. SFAS No. 133
provides a different method for accounting for derivative  instruments  embedded
in other  contracts and hedging  activities.  Derivative  instruments  represent
rights or  obligations  that meet the  definition of assets or  liabilities  and
should be reported in the financial statements.  Fair value is the most relevant
measure for financial  statements  and the only relevant  measure for derivative
instruments.  Derivative  instruments  should  be  measured  at fair  value  and
adjustments to the Companys  derivative of hedging items should reflect changes
in their  fair  value that are  attributable  to the risk being  hedged and that
arise while the hedge is in effect.  SFAS.  No. 133 is effective  for  financial
statements ending after June 15, 1999. SFAS No. 133  implementation did not have
a material effect on the financial statements.

     The Financial  Accounting  Standards Board has also issued 44PB Opinion No.
25).  APN No. 25 APB Opinion No. 25 APB  Opinion  No. 25,  Accounting  for Stock
Issued to Employees,  was issued in October 1972. Since its issuance,  questions
have been raised about its  application and diversity in practice has developed.
During its consideration of the accounting for stock-based  compensation,  which
leads to the issuance of SFAS No. 123,  Accounting for Stock Based Compensation,
the Board decided not to address  practice  issues related to Opinion 25 because
the Board had planned to supersede  Opinion 25.  However,  Statement 123 permits
entities  to  continue  applying  Opinion  25 to  stock  compensation  involving
employees. Consequently, questions remain about the application of Opinion 25 in
a number of different circumstances.

     This  Interpretation  clarifies  the  application  of  Opinion  25 for only
certain issues. It does not address any issued related to the application of the
fair value method in Statement  123. The issues  addressed  herein were selected
after  receiving  input from members of both the FASB Emerging Issues Task Force
and the task force on stock  compensation  that assisted in the  development  of
Statement  123.  Among  other  issues,  this  Interpretation  clarifies  (a) the
definition of employee for purposes of applying Opinion 25, (b) the criteria for
determining  whether  a plan  qualified  as a  non-compensatory  plan,  (c)  the
accounting  consequence  of various  modifications  to the terms of a previously
fixed stock  option or award,  and (d) the  accounting  for an exchange of stock
compensation awards in a business combination.

     FIN44 is effective for financial statements issued for periods ending after
July 1, 2000. The implementation of FIN 44 did not have a material affect on the
financial statement.
Inflation

     In the opinion of management,  inflation will not have a material effect on
the operations of the Company.

Risk Factors and Cautionary Statements

     Forward-looking  statements  in this report are made  pursuant to the safe
harbor provisions of the Private Securities  Litigation Reform Act of 1995. The
Company  wished to advise  readers that actual  result may differ  substantially
from such forward-looking  statements,  Forward-looking statements involve risks
and  uncertainties  that could cause actual  results to differ  materially  from
those expressed in or implied by the statements,  including, but not limited to,
the following: the ability of the Company to complete development of its primary
products  and its  ability  to  successfully  market  its  product  if and  when
developed and other risks detailed in the Companys periodic report filings with
the Securities and Exchange Commission.





Item 7.  Financial Statements

         See the financial statements annexed to this report.

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

     On April 15, 2001 the accountants from the surviving  accounting entity, HJ
& Associates CPAs became the consolidated  companys  independent  auditors. An
appropriate 8K was filed.

                                                               PART III

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

         The directors and officers of the Company are as follows:

Name                                         Age         Position
Scott Thomasson                              34          President/Director
Rahim Fazal                                  20          Secretary/Director
Shawn Balaghi                                32          Treasurer/Director
Husein Kaba                                  21          Vice President/Director
Peter Matousek                               38          Director

Scott Thomasson, President/Director
     Mr.  Thomasson  brings  over 13  years  extensive  experience  in  business
operations,  ownership and  management to our team.  Mr.  Thomasson is currently
completing his MBA and has successfully  completed the first three levels of the
CGA program. Starting in 1988 at age 19, Mr. Thomasson founded and served as CEO
of a leading Cedar  manufacturing  company.  Mr.  Thomasson  successfully  built
annual  revenues  totaling over  $500,000 and worked with 10 employees  within 2
years.

     In 1993, Mr.  Thomasson moved into the home building  industry as the owner
and operator of a General Contracting company. Over the next 3 years he designed
and built homes realizing over 1 million in revenues annually. Mr. Thomasson got
involved in the Internet industry in 1995 while running his construction company
and worked to adapt new Internet technologies to the construction industry.

     Mr. Thomasson joined NetNation  Communications Inc., a market leader in the
web hosting  industry,  in January 1999.  As the Sales and Business  Development
manager  he helped the  company  grow from 15 to 75 people in a year and a half.
Scott took on all aspects of the  operation  as well as building  the sales team
and company revenue streams. After being promoted to Director of Sales, his team
quadrupled  sales and revenues in less that a year. The strategic  alliances and
relationships  that Mr.  Thomasson  created  during this time at NetNation  with
companies like Cobalt networks and Miva,  Entrust etc. are considered a big part
of the companys  early success,  and many of these  alliances  continue to this
day.  The  Company  went  public on NASDAQ in April  1999  (NASDAQ:  NNCI).  Mr.
Thomasson  contributed  his valuable  input to the business  planning and the S1
filing, during this transition.

     Mr.  Thomasson  brings many years of experience  in business  operations to
this venture. His passion, experience and relationships in the Internet industry
bode well for continued success in the future.

Rahim Fazal, Secretary/Director
     Mr.  Fazal  as one of the  pair of  heavily  publicized  teenaged  dot.com
millionaires;  Mr. Fazal is constantly in the publics eye and is well known in
most Canadian  households.  In 1999, Mr. Fazal  co-founded  MailBC.Com,  a small
business community, which provided small and home-based businesses with free web
solutions to take their companies online.  Mr. Fazal  single-handedly  increased
traffic  upwards of 5,000,000 a month and gained  membership of 25,000  clients
worldwide on a $500 a month  marketing  budget.  In June 2000, Mr. Fazal and his
partner sold MailBC.Com to a California  based Media Company for the sum of $1.5
million.  Mr. Fazal has appeared in the front cover of The  Vancouver Sun and in
The Vancouver Province, Toronto Star, Ottawa Citizen, MacLeans magazine, Global
Television, CTV News Network, Toronto News Headlines and Canadian Press,

     Mr.  Fazal  recently  headlined  the  SOHO  Small  Business  Conference  in
Vancouver,  British  Columbia and spoke in the topic of  e-commerce in the small
business  market to over  3,000  people.  Mr.  Fazal  will be  speaking  next in
Seattle, Washington.

     Prior to  establishing  MailBC.Com,  Mr. Fazal served as the youngest  ever
Support Technician  Canadas largest Internet Service Provider,  Canada Internet
Direct. Between 1998 and 1999, Mr. Fazal was the recipient of two-multi national
commendations for his expertise.

     Mr. Fazal  brings is his fresh  cutting  edge  vision,  unparalleled  media
exposure,  marketability and proven business experience in the industry.  We are
fortunate to add his diverse strengths to our team.

Shawn Balaghi, Treasurer/Director
     Mr.  Balaghi has served for five years as the Executive  Vice  President of
Novak Capital Corporation,  an internationally focused organization specializing
in assisting  companies  generate market awareness as well as attracting capital
investment from the financial  community.  As a senior partner,  Mr. Balaghi has
developed a strong  understanding of public companies,  corporate  finance,  and
corporate  communications.  The majority of these public  companies have been in
the US and as a result  Mr.  Balaghi  has  participated  in all  aspects  of the
process of taking a company public and has maintained an excellent  relationship
with investors,  brokers, investment banks, and venture capital firms around the
world. In addition to his experience assisting public companies, Mr. Balaghi has
also worked at every level of the financial industry for over 7 years.

Husein Kaba, Vice President/Director
     Mr. Kaba, as a business  partner of Rahim Fazal for over 5 years,  Mr. Kaba
has provided every project operated between the two, with his superior technical
expertise and undying dedication to his work.

     Mr. Kaba began  working at Look  Communication  in 1998,  and  provided his
knowledge   of   connectivity,   operating   systems   programming   and  system
administration to thousands of customers a month.  Handling technical assistance
over both the phone,  e-mail and on site,  Mr.  Kaba  became a Senior  Technical
Representative in late 1999 and led the team in all areas of productivity.  With
a large  responsibility on his shoulders,  Husein trained many new employees and
served as the point contact for all advanced  technical support  situations with
many of the companys largest business partners and clients.

     In 1999, Mr. Kaba helped develop  MailBC.Com,  and single  handedly  setup,
maintained  and  operated  all network  operations  for the large web  solutions
provider.  Helping to provide tens of thousands  of customers  with  unsurpassed
technical  assistance  and customer care,  Husein  allowed  MailBC.Com to become
synonymous with the highest quality of customer  service in the free-web hosting
industry.

     In 2000,  MailBC.com  was sold for over a million and half  dollars US, and
continues to be one of the leading providers of cost free business  solutions on
the Internet. Gaining continuous widespread media attention, Husein is regularly
featured at conferences,  on television,  and in print, serving as role model to
entrepreneurs and veterans alike.

     Husein Kaba brings is his uncanny perseverance,  sound knowledge of network
and system administration,  technical support, customer care and media following
our team.

Peter Matousek, Director
     Mr. Matousek,  is an internationally  seasoned  consultant and entrepreneur
with a European  background.  Mr.  Matousek  has worked  extensively  within the
public sector for companies in the United States, Canada and Europe. During this
time he cultivated relationships with investors, investment advisors and Venture
Capital firms. With over 10 years of experience in the financial  industry,  Mr.
Matousek has utilized his in-depth  knowledge  and skills in fostering  repeated
success in the public arena. His numerous global contacts,  financial  expertise
and solid experience working with start-up and public companies are a huge asset
to the venture.

     All directors hold office until the next annual  meetings of  stockholders,
or until their successors have been duly qualified. There are no agreements with
respect to the  election  of  directors.  The Company  has not  compensated  its
directors  for service on the Board of Directors or any committee  thereof.  Any
non-employee  director of the Company shall be reimbursed for expenses  incurred
for  attendance  at meetings of the Board of Directors  and any committee of the
Board of Directors.  The executive committee,  of the Board of Directors, to the
extent permitted under Nevada law, consists of three directors and exercises all
the power and  authority  of the Board of  Directors  in the  management  of the
management  of the business and affairs of the Company  between  meetings of the
Board of  Directors.  Each  executive  officer is appointed by and serves at the
discretion of the Board of Directors.
     None of the officers  and/or  directors  of the  Company,  are officers and
directors  of  any  other  publicly  traded  corporation,  nor  have  any of the
directors and/or officers, nor any of the affiliates or promoters of the Company
filed any bankruptcy petition,  been convicted in or has been the subject of any
pending criminal proceedings,  or the subject to any order,  judgment, or decree
involving the violation of any state or federal  securities laws within the past
five years.

Section 16(a) Beneficial Ownership Reporting Compliance

     Each of the Companys  officers and directors are required to tile a Form 3,
Annual  Statement of Changes in  Beneficial  Ownership on or before the 45th day
after the end of the fiscal  year.  These  reports  have not yet been filed on a
timely basis and have recently been filed.

Item 10.  Executive Compensation

Scott Thomasson,                              President/Director         $23,650
Rahim Fazal                                   Secretary/Director          15,100
Shawn Balaghi                                 Treasurer/Director          22,000
Husein Kaba                                   Vice President/Director     15,100
Peter Matousek                                Director                    16,500

     There are no annuity,  pension or  retirement  benefits  proposed to pay to
officers,  directors or employees of the  Corporation in the event of retirement
date pursuant to any presently  existing plan provided or  contributed to by the
Corporation or any of its subsidiaries.

     An  employee  stock  option  plan has been  proposed,  but it is subject to
shareholder approval at the Annual Meeting in May of 2002.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

     The following  table sets forth  information,  to the best knowledge of the
Company as of December  31, 2001 with  respect to each  director and officer and
management  as a group and any  holder  owning  more than 5% of the  outstanding
common stock.





Name and                  Position        Title of  Amount of    Percentage (1)
 Address                                    Class    Shares

Scott Thomasson            President/       Common    1,420,400       7.08%
228 E. 53rd Avenue         Director
Vancouver, BC V5X1H9

Rahim Fazal                Secretary/       Common   1,350,000        7.04%
4778 Laurel Wood Pl.       Director
Burnaby, BC V5G4B2

Shawn Balaghi              Treasurer/       Common   1,390,000         7.7%
565 Bernard Ave.           Director
Kelowna, BC V1Y8R4

Husein Kaba                Vice-Pres/       Common   1,350,000        7.4%
5283 Smith Ave.            Director
Burnaby, BC V5H2K5

Peter Matousek             Director           Common  1,380,000       12.9%
3933 So. 9th St.                                  (2)   959,000
Gresham, OR 97030

   Management as a Group                              7,849,000        43%
Others of record own 5% or more

Hadi Tabatabaei                                    (1)1,000,000       5.5%
P.O. Box 1159
108-4800 Kingsway St.
Burnaby, BC V5H4J2

     (1) Based on 18,160,400  shares of common stock  outstanding as of December
31, 2001. (2) Peter Matousek is the President of Novak Capital, Inc. and as such
can vote its 959,000 shares.

Item 12.  Certain Relationships and Related Transactions

     The  Companys  officers  and  directors  are  subject  to the  doctrine  of
corporate  opportunities only insofar as it applies to business opportunities in
which the  Company has  indicated  an  interest,  either  through  its  proposed
business  plan or by way of an express  statement  of interest  contained in the
Companys minutes.  If directors are presented with business  opportunities that
may  conflict  with  business   interests   identified  by  the  Company,   such
opportunities  must be promptly  disclosed  to the Board of  Directors  and made
available to the Company.  In the event the Board shall reject an opportunity to
presented and only in that event,  any of the  Companys  officers and directors
may  avail  themselves  of such an  opportunity.  Every  effort  will be made to
resolve any  conflicts  that may arise in favor of the Company.  There can be no
assurance, however, that these efforts will be successful.

     The officers, directors and control shareholders received their shares as a
result of the March 29, 2001  meeting of Westnet  pursuant to an  Acquisition  &
Plan of  Reorganization  by and between Westnet  Communication  Group,  Inc. and
Merchantpark Communications, Inc.

     It should be noted that Peter  Matousek is the President of Novak  Capital,
Inc.,  and Shawn  Balaghi is the Executive  Vice  President of Novak Capital who
provide consulting services for Merchantpark.

Item 13. Exhibits and Reports on Form 8-K

(a)      Exhibits

     Articles of Incorporation and By-Laws of Westnet Communication Group, Inc.,
filed as reference  to Exhibit in Form 10-SB on February  18, 2000.  Articles of
Incorporation  and  By-Laws  of  Merchantpark  Communications,  Inc.,  filed  as
reference to Exhibit in Form 8-K

     Agreement & Plan of  Reorganization,  March 29, 2001, filed as reference to
Exhibit in Form 8-K

     Notice of Meeting of Shareholders-  Westnet  Communication,  Inc., filed as
reference to Exhibit in Form 10-SB

(b)      Reports on Form 8-K & 8-KA
No reports, on Form 8K were filed during the last quarter covered by this report




                                   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.

                                         Merchantpark Communications, Inc.



                                      By: /S/ Scott Thomasson
                                              Scott Thomasson
                                              President/Director


Dated:  ___________, 2002

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

Signature                                   Title                   Date

/S/ Scott Thomasson                 President/Director         March 28, 2002



/S/ Rahin Fazal                     Secretary/Director         March 28, 2002



/S/ Husein Kaba                     Vice President/Director   March 28, 2002













                                                                  S-1


















                        MERCHANTPARK COMMUNICATIONS, INC.
                                AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2001






                                                            C O N T E N T S


Independent Auditors Report................................................ 3

Consolidated Balance Sheet................................................ 4

Consolidated Statements of Operations and Other Comprehensive Income...... 5

Consolidated Statements of Stockholders Equity (Deficit)................... 6

Consolidated Statements of Cash Flows....................................... 8

Notes to the Consolidated Financial Statements............................. 9





                           INDEPENDENT AUDITORS REPORT

Board of Directors
Merchantpark Communications, Inc. and Subsidiaries
Vancouver, B.C.

     We have audited the accompanying consolidated balance sheet of Merchantpark
Communications,  Inc. and  Subsidiaries  as of December 31, 2001 and the related
consolidated   statements  of  operations   and  other   comprehensive   income,
stockholders  equity  (deficit)  and cash flows for the year ended  December 31,
2001 and for the period from December 5, 2000  (inception)  through December 31,
2000. These  consolidated  financial  statements are the  responsibility  of the
Companys  management.  Our  responsibility  is to  express  an opinion on these
consolidated financial statements based on our audits.

     We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United States of America.  Those standards  require that we plan
and  perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
consolidated  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  consolidated  financial  statement  presentation.  We
believe that our audits provide a reasonable basis for our opinion.

     In our opinion,  the consolidated  financial  statements  referred to above
present fairly, in all material respects, the consolidated financial position of
Merchantpark Communications,  Inc. and Subsidiaries as of December 31, 2001, and
the  consolidated  results of their operations and their cash flows for the year
ended  December  31, 2001 and for the period from  December 5, 2000  (inception)
through  December 31, 2000, in conformity with accounting  principles  generally
accepted in the United States of America.

     The  accompanying  consolidated  financial  statements  have been  prepared
assuming the Company will continue as a going concern. As discussed in Note 2 to
the consolidated  financial statements,  the Company has generated a significant
loss for the year ended December 31, 2001,  raising  substantial doubt about its
ability to continue as a going  concern.  Managements  plans in regard to these
matters are also described in Note 2. The consolidated  financial  statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.




HJ & Associates, LLC
Salt Lake City, Utah
March 15, 2002

               MERCHANTPARK COMMUNICATIONS, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheet


                                     ASSETS

                                                                   December 31,
                                                                 2001

CURRENT ASSETS

Cash and cash equivalents                                             $   2,335

Total Current Assets                                                      2,335

PROPERTY AND EQUIPMENT, NET (Notes 1 and 3)                             282,206

TOTAL ASSETS                                                          $ 284,541



LIABILITIES AND STOCKHOLDERS EQUITY

CURRENT LIABILITIES

Accounts payable                                                      $   5,873
Loan from related party (Note 4)                                         22,488
Accrued interest                                                          1,954

Total Current Liabilities                                                30,315

Total Liabilities                                                        30,315

STOCKHOLDERS EQUITY

Common stock: 50,000,000
shares authorized of $0.001
par value,
18,160,400 shares issued
and outstanding                                                          18,160
Additional paid-in capital                                              661,929
Accumulated deficit                                                    (426,774)
Other comprehensive income                                                  911

Total Stockholders Equity                                               254,226

TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY                                                   $ 284,541

               MERCHANTPARK COMMUNICATIONS, INC. AND SUBSIDIARIES
      Consolidated Statements of Operations and Other Comprehensive Income


                                                             From
                                                         December 5,
                                         For the        2000 (inception)
                                        Year Ended             through
                                        December 31,        December 31,
                                         2001                2000

GROSS SALES                        $    153,284$                -

COST OF GOODS SOLD                            -                 -

NET SALES                               153,284                 -

EXPENSES

Depreciation and
amortization                            133,420                 -
Consulting                              269,975                 -
General and
administrative                          110,438             8,901
Software development
costs (Note 5)                           55,812                 -

Total Expenses                          569,645             8,901

LOSS BEFORE OTHER INCOME               (416,361)           (8,901)

OTHER INCOME

Interest income                             442                 -
Interest expense                         (1,954)                -

Total Other Income                       (1,512)                -

NET LOSS                               (417,873)           (8,901)

OTHER COMPREHENSIVE
INCOME

Foreign currency
translation                                 911                 -

NET COMPREHENSIVE
LOSS                             $       (416,962) $        (8,901)

BASIC LOSS
PER SHARE                      $          (0.03) $            (0.00)
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING                          16,545,053         4,000,000


               MERCHANTPARK COMMUNICATIONS, INC. AND SUBSIDIARIES
                  Consolidated Statement of Stockholders Equity


                                                                     Additional
                                                                       Paid
                                      Common Stock                     Capital
                                     Shares          Amount           (Deficit)

Balance, December 5, 2000
   (Inception)                                 -  $            -  $           -

Common stock issued to founders
   for cash at $0.001 per share        4,000,000           4,000              -

Net loss for the period ended
   December 31, 2000                           -               -              -

Balance, December 31, 2000             4,000,000           4,000              -

Common stock issued in
   exchange for 100% of shares
   of Merchantpark.com                 1,500,000           1,500         (1,500)

Common stock issued for cash           2,671,000           2,671        162,829

Common stock issued for services        1,030,400           1,030        257,570

Common stock issued in exchange
   for 100% of shares of Caged Iron
   Technologies                        2,000,000           2,000        100,472

Common stock issued for debt             459,000             459         45,441

Common stock issued for assets         3,000,000           3,000        297,000

Stock offering costs                           -               -        (12,600)

Recapitalization                       3,500,000           3,500       (187,283)

Cash received for payment of stock
   subscription receivable                     -               -              -


Services rendered for payment of
   stock subscription receivable               -               -              -

Assets received for payment of stock
   subscription receivable                     -               -              -

Currency translation adjustment                -               -              -

Net loss for the year ended
   December 31, 2001                           -               -              -

Balance, December 31, 2001            18,160,400  $       18,160  $     661,929





                                          Stock         Other
                                      Subscription  Comprehensive  Accumulated
                                        Receivable      Income         Deficit



Balance, December 5, 2000
(Inception)                              $           -       $    -          -

Common stock issued to founders
for cash at $0.001 per share                         -            -           -

Net loss for the period ended
December 31, 2000                                    -            -      (8,901)

Balance, December 31, 2000                           -            -      (8,901)

Common stock issued in
exchange for 100% of shares
of Merchantpark.com                                  -            -           -

Common stock issued for cash                   (34,634)           -           -

Common stock issued for services                     -            -           -

Common stock issued in exchange
for 100% of shares of Caged Iron
Technologies
Common stock issued for debt                         -            -           -

Common stock issued for assets                       -            -           -

Stock offering costs                                 -            -           -

Recapitalization                                     -            -           -

Cash received for payment of stock
subscription receivable                         23,517            -           -

Services rendered for payment of
stock subscription receivable                    7,117            -           -

Assets received for payment of stock
subscription receivable                          4,000            -           -

Currency translation adjustment                      -          911           -

Net loss for the year ended
December 31, 2001                                    -            -    (417,873)

Balance, December 31, 2001               $           -    $     911    (426,774)



               MERCHANTPARK COMMUNICATIONS, INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows


                                                             From
                                                          December 5,
                                          For the       2000 (inception)
                                        Year Ended         through
                                      December 31,      December 31,
                                        2001                 2000
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss                               $    (417,873) $     (8,901)
Adjustments to reconcile
net loss to net cash
flows used by
operating activities:
Depreciation and
amortization                                  133,420            -
Common stock issued
for services                                   78,217            -
Changes in operating
assets and liabilities:
Decrease in prepaids
and other assets                               45,900            -
Increase in accrued
interest                                        1,954            -
Increase in accounts
payable                                           873        5,000

Net Cash Flows (Used)
by Operating Activities                      (157,509)      (3,901)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of fixed
assets                                         (9,154)           -

Net Cash Flows (Used)
by Investing Activities                        (9,154)           -

CASH FLOWS FROM FINANCING ACTIVITIES

Common stock issued
for cash                                      137,866        4,000
Stock offering costs                          (12,600)           -
Cash acquired in r
everse acquisition                              3,717            -
Stock subscription
receivable                                     16,517            -
Proceeds from loans
from related party                             22,488            -

Net Cash Flows Provided
by Financing Activities                       167,988        4,000

FOREIGN CURRENCY
TRANSLATION ADJUSTMENT                            911            -

NET INCREASE IN CASH                            2,236           99

CASH AT BEGINNING
OF PERIOD                                          99            -

CASH AT END OF PERIOD                       $   2,335    $      99

CASH PAID DURING
THE YEAR FOR:

Interest                                          $ -          $ -
Income taxes                       $                - $          -

NON-CASH TRANSACTIONS

Common stock issued
for assets                                  $ 402,472          $ -
Common stock issued
for services                                $  78,217          $ -
Common stock issued
for prepaid expenses                        $  45,900          $ -
Common stock issued
for stock subscription receivable           $  16$               -


               MERCHANTPARK COMMUNICATIONS, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 2001 and 2000


NOTE 1 -      ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

              a.  Organization

     The consolidated  financial  statements presented are those of Merchantpark
Communications, Inc. and its wholly-owned subsidiaries (the Company).

     The Company provides second-generation E-Business technologies to the small
and medium  enterprise  markets.  During the year ended  December 31, 2001,  the
Company  started  generating  revenue from its website  development  and hosting
operations.

     Merchantpark  Communications,  Inc. (MCPI) was  incorporated on December 5,
2000 under the laws of the State of Nevada.

     On January 3, 2001,  an agreement  was  authorized  allowing the Company to
exchange  1,500,000  shares of common stock for 100% of the  outstanding  common
stock of Merchantpark.com,  Inc. (MP.com). At the time of the agreement,  MP.com
was a start-up corporation with no operations and no assets. The acquisition was
accounted  for  as  a  purchase.  This  agreement  made  MP.com  a  wholly-owned
subsidiary of the Company.

     On January 30, 2001, MPCI acquired substantially all of the assets of Caged
Iron Technologies,  Inc. (CIT) in exchange for 2,000,000 shares of the Companys
common stock. The acquisition was accounted for as a purchase between  entities,
with a common officer.  The assets of CIT are recorded at their historical cost.
CIT became a wholly-owned subsidiary of the Company.

     Westnet  Communications  Group, Inc.  (Westnet) was incorporated on October
14,  1999 to engage in or  transact  any and all lawful  activities  or business
permitted under the laws of the State of Nevada.  Westnet was exploring  various
business opportunities and had not yet commenced operations.

     On April 1, 2001,  Westnet and MPCI  completed  and  Agreement  and Plan of
Reorganization  whereby Westnet issued  14,285,400 shares of its common stock in
exchange for all of the outstanding  common stock of MPCI.  Immediately prior to
the Agreement and Plan of Reorganization, Westnet had 3,500,000 shares of common
stock  issued  and   outstanding.   The  acquisition  was  accounted  for  as  a
recapitalization  of MPCI because the  shareholders of MPCI  controlled  Westnet
after the  acquisition.  MPCI was treated as the acquiring entity for accounting
and  presentation  purposes  and  Westnet  was the  acquiring  entity  for legal
purposes.  Costs of approximately $187,500 associated with this transaction were
expensed  as  incurred  prior  to  the  acquisition.  The  costs  prior  to  the
acquisition  were paid by  issuing  375,000  shares of common  stock.  The costs
associated with this acquisition were eliminated in the recapitalization.

     On  April  5,  2001,  Westnet,  the  legal  entity,  changed  its  name  to
Merchantpark Communications, Inc.

              b.  Accounting Method

     The Companys  consolidated  financial  statements  are  prepared  using the
accrual method of accounting. The Company has elected a December 31 year end.

              c.  Cash and Cash Equivalents

     Cash  equivalents  include  short-term,   highly  liquid  investments  with
maturities of three months or less at the time of acquisition.

               MERCHANTPARK COMMUNICATIONS, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 2001 and 2000


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

d.       Basic Loss per Share
                                                                   From
                                                                December 5,
                                               For the       2000 (inception)
                                              Year Ended         through
                                            December 31,        December 31,
                                                 2001                2000
              Loss (numerator)      $          (417,873) $           (8,901)

              Shares (denominator)           16,545,053           4,000,000

              Per share amount    $             (0.03) $            (0.00)

     The  computations  of basic loss per share of common stock are based on the
weighted  average  number  of  shares  outstanding  during  the  period  of  the
consolidated  financial  statements.  Common  stock  equivalents  have  not been
included  in the  calculation  as their  effect is  antidilutive  for the period
presented.

              e.  Provision for Taxes

     At  December  31,  2001,  the  Company  had  an   accumulated   deficit  of
approximately  $352,500 which includes net operating loss carryforwards that may
be offset  against  future  taxable income through 2021. No tax benefit has been
reported in the consolidated  financial statements as the Company believes there
is a 50% or greater  chance the net  operating  loss  carryforwards  will expire
unused.  Accordingly,  the  potential  tax  benefits of the net  operating  loss
carryforwards are offset by a valuation allowance of the same amount.

     The income tax  benefit  differs  from the amount  computed  at the federal
statutory rates of approximately  38% as follows:  From December 5, For the 2000
(inception) Year Ended through December 31, December 31, 2001 2000

Income tax benefit at statutory rate                $ 130,578    $   3,382
Change in valuation allowance                        (130,578)      (3,382)

                                                $          -$           -

Deferred tax assets (liabilities) are comprised of the following:

Income tax benefit at statutory rate               $ 133,960    $   3,382
Change in valuation allowance                      (133,960)      (3,382)
                                                   $      -    $           -


     Due to the change in  ownership  provisions  of the Tax Reform Act of 1986,
net operating loss  carryforwards for federal income tax reporting  purposes are
subject to annual limitations. Should a change in ownership occur, net operating
loss carryforwards may be limited as to use in the future.
                                       12

               MERCHANTPARK COMMUNICATIONS, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 2001 and 2000


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

              f.  Use of Estimates

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

     Property and  equipment are stated at cost.  Expenditures  for small tools,
ordinary  maintenance  and repairs are charged to operations as incurred.  Major
additions and improvements  are capitalized.  Depreciation is computed using the
straight-line method over estimated useful lives as follows:

Computer software                3 to 5 years
Websites                         3 to 5 years
Computer equipment               3 to 5 years
Office furniture and equipment   3 to 5 years

     Depreciation expense for the year ended December 31, 2001 and from December
5,  2000   (inception)   through  December  31,  2000  was  $133,420  and  $-0-,
respectively.

              h.  Revenue Recognition

     The Company  recognizes  revenues  services when persuasive  evidence of an
arrangement exists, delivery has occurred, the fee is fixed or determinable, and
collection  of the  resulting  receivable  is  probable.  Amounts  invoiced  and
collected in advance of product delivery are recorded as deferred  revenue.  The
Company  earns its  revenues  from  different  contracts  with  small and medium
business customers. The Company recognizes the revenue when it is earned and the
contract is complete.

i.       Other Comprehensive Income

     In March  1997,  the FASB issued  SFAS No.  130,  Reporting  Comprehensive
Income.  This  statement  establishes  standards  for  reporting and display of
comprehensive  income  and  its  components  in a full  set  of  general-purpose
financial  statements.  This statement requires that all items that are required
to be recognized  under  accounting  standards as  components  of  comprehensive
income be reported  in a financial  statement  that is  displayed  with the same
prominence  as  other  financial  statements.  This  standard  requires  that an
enterprise  classify  items of other  comprehensive  income by their nature in a
financial statement and display the accumulated  balances of other comprehensive
income separately from retained  earnings and additional  paid-in capital in the
equity section of a statement of financial position.

              j.  Long Lived Assets

     The Company reviews long-lived assets and identifiable intangibles whenever
events or  circumstances  indicate that the carrying  amounts of such assets may
not be fully recoverable. The Company evaluates the recoverability of long-lived
assets by measuring  the carrying  amounts of the assets  against the  estimated
undiscounted  cash  flows  associated  with  these  assets.  At  the  time  such
evaluation  indicates  that  the  future  undiscounted  cash  flows  of  certain
long-lived  assets are not sufficient to recover the assets carrying value, the
assets are adjusted to their fair values (based upon discounted cash flows).


               MERCHANTPARK COMMUNICATIONS, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 2001 and 2000


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

              k.  Newly Issued Accounting Pronouncements

     SFAS No.s 141 and 142 -- In June 2001, the Financial  Accounting  Standards
Board (FASB) adopted Statement of Financial Accounting Standards SFAS No. 141 is
effective  as to any  business  combination  occurring  after June 30,  2001 and
certain transition  provisions that affect accounting for business  combinations
prior to June 30, 2001 are  effective as of the date that SFAS No.142 is applied
in its entirety, which was September 30, 2001.

     SFAS No. 141 provides  standards for accounting for business  combinations.
Among other things,  it requires that only the purchase  method of accounting be
used and that certain intangible assets acquired in a business combination (i.e.
those that result from  contractual  or other legal rights or are  separable) be
recorded as an asset apart from goodwill. The transition provisions require that
an assessment be made of previous  business  combinations  and, if  appropriate,
reclassifications  be  made to or from  goodwill  to  adjust  the  recording  of
intangible  assets such that the criteria for recording  intangible assets apart
from goodwill is applied to the previous  business  combinations The adoption of
this principle had no material effect on the companys financial statements.

     SFAS No. 142  provides,  among other things,  that goodwill and  intangible
assets  with  indeterminate  lives  shall not be  amortized.  Goodwill  shall be
assigned to a reporting unit and annually  assessed for  impairment.  Intangible
assets with  determinate  lives shall be amortized over their  estimated  useful
lives, with the useful lives reassessed continuously,  and shall be assessed for
impairment under the provisions of SFAS No. 121,  Accounting for the Impairment
of  Long-Lived  Assets  to be  Disposed  of.  Goodwill  is  also  assessed  for
impairment  on an interim  basis when  events and  circumstances  warrant.  Upon
adoption of SFAS No. 142, the Company  will assess  whether an  impairment  loss
should be recognized  and measured by comparing the fair value of the Areporting
unit to the carrying value,  including goodwill.  If the carrying value exceeds
fair value, then the Company will compare the implied fair value of the goodwill
(as  defined in SFAS No. 142) to the  carrying  amount of the  goodwill.  If the
carrying  amount of the  goodwill  exceeds  the  implied  fair  value,  then the
goodwill be adjusted to the implied fair value.

     SFAS No.  143 -- On  August  16,  2001,  the  FASB  issued  SFAS  No.  143,
Accounting  for Asset  Retirement  Obligations,  which is effective for fiscal
years  beginning  after June 15, 2002. It requires that  obligations  associated
with the  retirement of a tangible  long-lived  asset be recorded as a liability
when those obligations are incurred,  with the amount of the liability initially
measured at fair value.  Upon initially  recognizing  for an accrued  retirement
obligation, an entity must capitalize the cost by recognizing an increase in the
carrying  amount of the related  long-lived  asset.  Over time, the liability is
accreted  to its  present  value  each  period,  and  the  capitalized  cost  is
depreciated  over the useful life of the related asset.  Upon  settlement of the
liability,  an entity either settles the  obligation for its recorded  amount or
incurs a gain o loss upon settlement.

     While the Company has not completed the process of  determining  the effect
of this new accounting  pronouncement on its consolidated  financial statements,
the Company  currently  expects that the effect of SFAS No. 143 on the Companys
financial statements, when it becomes effective, will not be significant.

l.       Foreign Currency Translation

     All  transactions in currencies  other than the United States dollar during
the year are translated at the exchange rates on the transaction dates. Monetary
assets and liabilities  denominated in a foreign  currency are translated at the
prevailing year-end rates of exchange.  Exchange gains or losses are included in
the consolidated statements of income (loss) and retained earnings.

              m.  Principles of Consolidation

     The  consolidated   financial  statements  include  those  of  Merchantpark
Communications,  Inc.  (MPCI)  and its  wholly-owned  subsidiaries,  Caged  Iron
Technologies,  Inc. (CIT),  Merchantpark.Com,  Inc.  (MP.Com),  and Merchantpark
Communications  (MPC).  All significant  intercompany  accounts and transactions
have been eliminated.


               MERCHANTPARK COMMUNICATIONS, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 2001 and 2000


NOTE 2 -      GOING CONCERN

     The Companys consolidated financial statements are prepared using generally
accepted accounting  principles applicable to a going concern which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business.  The Company has incurred losses for the years ended December 31, 2001
and 2000 which has resulted in an accumulated deficit of approximately  $426,000
at December 31, 2001 which raises  substantial doubt about the Companys ability
to  continue  as  a  going  concern.  The  accompanying  consolidated  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 from the outcome of this  uncertainty.  It is the
intent  of the  management  to  seek  additional  financing  through  new  stock
issuances and lines of credit. The Company plans to continue generating revenues
through  sales of  dedicated  servers and  professional  services  that  include
consulting web design,  system  architecture and server management.  The Company
also plans to generate  recurring  monthly  subscription  based  revenue when it
launches its white label ASP platform.

NOTE 3 -      PROPERTY AND EQUIPMENT

              Property and Equipment consisted of the following:

                                 December 31,
                                   2001

Computer software                $ 200,000
Websites                            36,250
Computer equipment                  90,876
Office furniture and equipment      88,500
                                   415,626
Accumulated depreciation          (133,420)
                                 $ 282,206

NOTE 4 -      NOTES PAYABLE - RELATED PARTY

     Loans from shareholders are non-interest bearing and have no fixed terms of
repayments.  The total amount owed to shareholders at December 31, 2001 and 2000
was $22,488 and $-0-, respectively.

NOTE 5 -      SOFTWARE DEVELOPMENT COSTS

     The Company is in the process of developing software to be sold, leased, or
otherwise  marketed.  According to FAS 86, the development stage of the software
must be technologically  feasible in order to meet the capitalization  criteria.
The  technologically  feasibility of a computer  software product is established
when the Company has completed all the planning,  designing, coding, and testing
activities  that are necessary to establish  that the product can be produced to
meet its design  specifications  including  functions,  features,  and technical
performance requirements.

     It was  determined  that  the  development  stage of the  software  was not
technologically  feasible at the year ended  December 31, 2001.  Therefore,  the
costs associated with the developing of the software were expensed.

     Software  development  costs for the year ended  December  31, 2001 and the
period ended December 31, 2000 were $55,812 and $-0-, respectively.