FORM 10KSB

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


                   For the Fiscal Year Ended November 30, 2001

                          Commission File No. 000-25003

                                REAL LOGIC, INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)


         Florida                                         64-1045849
-------------------------------                  ------------------------------
(State or other jurisdiction of                      (IRS Employer ID No.)
 incorporation or organization)

125 Worth Avenue
Suite 302
Palm Beach, FL                                               33480
-------------------------------                         -------------
(Address of principal executive                           (Zip Code)
offices)

Registrant's telephone number,
including area code:                                   (561) 655-3200
                                                   --------------------

         Indicate by check mark whether the registrant(l) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 if 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 10KSB.

         Issuer's revenues for the most recent fiscal year were $0.

         The aggregate market value of the voting stock held by non-affiliates
of the Registrant was approximately $0 on November 30, 2001 based upon the
latest published average bid and ask price on such date.

         The approximate number of shares outstanding of the Registrant's common
stock on November 30, 2001 was 2,000,000.

         Transitional Small Business Disclosure Format (check one): Yes No: X


                                       1
<PAGE>



PART I

         THE FOLLOWING INFORMATION HAS BEEN DERIVED FROM OUR FINANCIAL
STATEMENTS AND SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND
RELATED NOTES THERETO INCLUDED IN PART 1- ITEM 1 OF THIS 10-KSB. THE DISCUSSION
FOLLOWING CONTAINS FORWARD LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES. OUR ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE EXPRESSED OR
IMPLIED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS,
INCLUDING THOSE SET FORTH UNDER "RISK FACTORS" IN THIS FORM 10-KSB.

Item 1. Business

OVERVIEW:

Real Logic, Inc. was incorporated in the state of Florida on June 28, 1999.
Since its inception through August 29, 2001, the Company's primary activity has
been to locate and acquire an operating company. On December 4, 2000, the
Company voluntarily filed a Form 10-SB with the Securities and Exchange
Commission. On October 29, 2001, the Company changed its name from Xelos, Inc.
to Real Logic, Inc. New management, led by Brad Tolley and Michael Posner, has
considered the acquisition of several companies. One of the potential
acquisition companies is publicly traded in Canada and has a large shareholder
base. As of this date, however, none of the deals have been finalized.

PLAN OF OPERATIONS

The Company is considered to be in the development stage as defined in the
Statement of Financial Accounting Standards No. 7. There have been no operations
since incorporation. As of November 30, 2001, the Company's accumulated deficit
was $199. As of November 30, 2001, the Company had $1 of cash in operations. The
Company believes that it can satisfy its cash requirements for the next twelve
months, because its majority shareholder, Brad Tolley, will make additional
capital contributions to the Company when they are needed. New management has
been considering potential business combinations. As of the present date,
however, none of these business combinations have been finalized.

Item 2. Property

The Company has no property. The Company currently maintains an office and a
mailing address at 125 Worth Avenue, Suite 302, Palm Beach, Florida. The Company
pays no rent for the use of this mailing address. The Company does not believe
that it will need to maintain a larger office at any time in the foreseeable
future in order to carry out its plan of operations described herein.


Item 3. Legal Proceedings

         There are no legal proceedings pending at the present time.

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

         No matters have been submitted to a vote by security holders.


                                       2
<PAGE>

PART II


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

There is no present market for our common stock.

Common Stock

         As of November 28, 2001, we had issued and outstanding 2,000,000 shares
of our common stock.

Holders of Record

         As of November 30, 2001, there were approximately four shareholders of
record of our common stock, not including beneficial owners holding shares
through nominee name.

Dividend Policy

         We have never paid cash dividends on our Common Stock. Payment of
dividends will be within the sole discretion of our Board of Directors and will
depend, among other factors, upon earnings, capital requirements and the
operating and financial condition of the Company. At the present time, our
anticipated financial capital requirements are such that we intend to continue
to follow a policy of retaining earnings in order to finance the development of
our business.


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

                                       3
<PAGE>

RESULTS OF OPERATION(S)

The Company is considered to be in the development stage as defined in the
Statement of Financial Accounting Standards No. 7. There have been no operations
since incorporation. As of November 30, 2001, the Company's accumulated deficit
was $199. As of November 30, 2001, the Company had $1 of cash in operations. The
Company believes that it can satisfy its cash requirements for the next twelve
months, because its majority shareholder, Brad Tolley, will make additional
capital contributions to the Company, when they are needed. New management has
been considering potential business combinations. As of the present date,
however, none of these business combinations have been finalized.

RISK FACTORS

THE COMPANY HAS NO OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS. In its
current form, the Company has no operating history nor any revenues or earnings
from operations. The Company has no significant assets or financial resources.
The Company will, in all likelihood, sustain operating expenses without
corresponding revenues, at least until the consummation of a business
combination or the execution of a business plan. This may result in the Company
incurring a net operating loss which will increase continuously until the
Company can generate revenues. There is no assurance that the Company can
identify such a target company and consummate such a business combination.

THE COMPANY'S PROPOSED OPERATIONS ARE SPECULATIVE. The success of the Company's
proposed plan of operation will depend to a great extent on the operations,
financial condition and management of the business plan or proposed target
company. While management prefers a business combination with entities having
established operating histories, there can be no assurance that the Company will
be successful in locating candidates meeting such criteria. In the event the
Company completes a business combination, of which there can be no assurance,
the success of the Company's operations will be dependent upon management of the
target company and numerous other factors beyond the Company's control.

THERE IS A SCARCITY OF, AND COMPETITION FOR, BUSINESS OPPORTUNITIES AND
COMBINATIONS. The Company is and will continue to be an insignificant
participant in the business of seeking mergers with and acquisitions of business
entities. A large number of established and well-financed entities, including
venture capital firms, are active in mergers and acquisitions of companies which
may be merger or acquisition target candidates for the Company. Nearly all such
entities have greater financial resources, technical expertise and managerial
capabilities than the Company and, consequently, the Company will be at a
competitive disadvantage in identifying possible business opportunities and
successfully completing a business combination. Moreover, the Company will
compete with numerous other small public companies in seeking merger or
acquisition candidates.

THE COMPANY HAS NO AGREEMENT FOR A BUSINESS COMBINATION OR OTHER TRANSACTION AND
NO STANDARDS FOR BUSINESS COMBINATIONS. The Company has no current arrangement,
agreement or understanding with respect to engaging in a merger with or
acquisition of a specific business entity. The Company may not be successful in
identifying and evaluating suitable business opportunities or in concluding a
business combination. Management has not identified any particular industry or
specific business within an industry for evaluation by the


                                       4
<PAGE>


Company. The Company may not be able to negotiate a business combination on
terms favorable to the Company. The Company has not established a specific
length of operating history or a specified level of earnings, assets, net worth
or other criteria which it will require a target company to have achieved, or
without which the Company would not consider a business combination with such
business entity. Accordingly, the Company may enter into a business combination
with a business entity having no significant operating history, losses, limited
or no potential for immediate earnings, limited assets, negative net worth or
other negative characteristics.

THE COMPANY'S MANAGEMENT HAS ONLY LIMITED TIME AVAILABILITY FOR COMPANY
MANAGEMENT. While seeking a business combination, management anticipates
devoting only a limited amount of time per month to the business of the Company.
They have other business interests to which they also devote their attention,
and they will continue to do so. As a result, management may be subject to
conflicts of interest in allocating time among their various business interests.
The Company's officers have not entered into written employment agreements with
the Company and they are not expected to do so in the foreseeable future. The
Company has not obtained key man life insurance on its officers and directors.
Notwithstanding the combined limited experience and time commitment of
management, loss of the services of these individuals would adversely affect
development of the Company's business and its likelihood of continuing
operations.

THE COMPANY'S REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION. Section
13 of the Securities Exchange Act of 1934 (the "Exchange Act") requires
companies subject thereto to provide certain information about significant
acquisitions including certified statements for the company acquired covering
one or two years, depending on the relative size of the acquisition. The time
and additional costs that may be incurred by some target companies to prepare
such financial statements may significantly delay or essentially preclude
consummation of an otherwise desirable acquisition by the Company. Acquisition
prospects that do not have or are unable to obtain the required audited
statements may not be appropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable.

THE COMPANY'S OPERATIONS MAY LACK DIVERSIFICATION. The Company's proposed
operations, even if successful, will in all likelihood result in the Company
engaging in a business combination with only a handful of business entities or
execute a business plan in only a few business industries. Consequently, the
Company's activities will be limited to those engaged in by the business
entities that the Company merges with or acquires. The Company's inability to
diversify its activities into a number of areas may subject the Company to
economic fluctuations within a particular business or industry and therefore
increase the risks associated with the Company's operations.

POSSIBLE REGULATION UNDER THE INVESTMENT COMPANY ACT. Although the Company will
be subject to regulation under the Exchange Act, management believes the Company
will not be subject to regulation under the Investment Company Act of 1940,
insofar as the Company will not be engaged in the business of investing or
trading in securities. In the event the Company engages in business combinations
which result in the Company holding passive investment interests in a number of
entities, the Company could be subject to regulation under the Investment
Company Act of 1940. In such event, the Company would be required to register as
an investment company and could be expected to incur significant registration
and compliance costs. The Company has obtained no formal determination from the
Securities and Exchange Commission as to the status of the



                                       5
<PAGE>


Company under the Investment Company Act of 1940 and, consequently, any
violation of such Act could subject the Company to material adverse
consequences.

CONTROL AND MANAGEMENT OF THE COMPANY WILL PROBABLY CHANGE AS A RESULT OF ANY
BUSINESS COMBINATION. A business combination involving the issuance of the
Company's common stock will, in all likelihood, result in shareholders of a
target company obtaining a controlling interest in the Company. The resulting
change in control of the Company will likely result in removal of the present
officers and directors of the Company and a corresponding reduction in or
elimination of their participation in the future affairs of the Company.

POTENTIAL REGULATION AS A PENNY STOCK. The trading price of the Company's Common
stock could be subject to wide fluctuations in response to many factors
including variations in anticipated or actual results of operations and market
conditions in the industries in which we operate. Trading in the Common stock is
expected to be conducted, at least initially, in the over-the-counter market in
what is commonly referred to as the OTC Bulletin Board. As a result, an investor
may find it more difficult to dispose of or obtain accurate quotations as to the
price of the Common stock which can limit the Company's ability to create and
sustain a viable market for its Common stock. Furthermore, if our share price is
below $5 per share, brokerage firms are required to make a special suitability
determination for purchasers and to obtain the purchaser's written consent to
the trade before making the sale. Accordingly, these rules may affect the
ability of broker- dealers to make effective markets in our securities and also
may affect adversely the ability of purchasers of the Company's stock to resell
the stock in the secondary market.

THERE ARE POTENTIAL TAX CONSEQUENCES TO ANY BUSINESS COMBINATION. Federal and
state tax consequences will, in all likelihood, be major considerations in any
business combination the Company may undertake. Currently, such transactions may
be structured to result in tax-free treatment to both companies and their
shareholders, pursuant to various federal and state tax provisions. The Company
intends to structure any business combination so as to minimize the federal and
state consequences to both companies and their shareholders; however, there can
be no assurance that a business combination will meet the statutory requirements
of a tax-free reorganization or that the parties will obtain the intended
tax-free treatment upon transfer of stock or assets. A non-qualifying
reorganization could result in the imposition of both federal and state taxes
that may have an adverse effect on shareholders of the Company.

NO PUBLIC MARKET EXISTS FOR THE COMPANY STOCK. There is no public market for the
Company's Common Stock, and no assurance can be given that a market will develop
or that a shareholder ever will be able to liquidate his investment without
considerable delay, if at all. If a market should develop, the price may be
highly volatile. Factors such as those discussed in this "Risk Factors" section
may have a significant impact upon the market price of the securities offered
hereby. Owing to the low price of the securities, many brokerage firms may not
be willing to effect transactions in the securities. Even if a purchaser finds a
broker willing to effect a transaction in these securities, the combination of
brokerage commissions, state transfer taxes, if any, and any other selling costs
may exceed the selling price. Further, many lending institutions will not permit
the use of such securities as collateral for any loans.



                                       6
<PAGE>


RULE 144 SALES COULD AFFECT THE COMPANY'S STOCK PRICE. All of the outstanding
shares of the Company's Common Stock are "restricted securities" within the
meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted
shares, these shares may be resold only pursuant to an effective registration
statement or under the requirements of Rule 144 or other applicable exemptions
from registration under the Act and as required under applicable state
securities laws. Rule 144 provides in essence that a person who has held
restricted securities for one year may, under certain conditions, sell every
three months, in brokerage transactions, a number of shares that does not exceed
the greater of 1.0% of company's outstanding common stock or the average weekly
trading volume during the four calender weeks prior to the sale. There is no
limit on the amount of restricted securities that may be sold by a nonaffiliate
after the restricted securities have been held by the owner for a period of two
years. A sale under Rule 144 or under any other exemption from the Act, if
available, or pursuant to subsequent registration of shares of Common Stock of
present stockholders, may have a depressive effect upon the price of the Common
Stock in any market that may develop.

FUTURE BUSINESS STRATEGY

Management anticipates seeking out a target company through solicitation. Such
solicitation may include newspaper or magazine advertisements, mailings or other
distributions to law firms, accounting firms, investment bankers, financial
advisors and similar persons, and the use of one or more world-wide websites and
similar methods. No estimate can be made as to the number of persons who will be
contacted or solicited. Management may engage in such solicitation directly or
may employ one or more entities to conduct or assist in such solicitation. The
Company and/or any entity with which the Company enters into a business
combination may pay referral fees to consultants and others who refer target
businesses for mergers into public companies. Such payments would be made only
if a business combination occurs and may consist of cash or a portion of the
stock in the resulting company retained by management and its affiliates or
both.

The Company has three part time employees. The Company's officers have agreed to
allocate a portion of their time to the activities of the Company without
compensation. The officers, however, may experience conflicts of interest in
allocating their time because of the limited time commitment by such officer.

Item 7.  Financial Statements

         Independent Auditor's Report............................. F-1
         Consolidated Financial Statements
                  Balance Sheets.................................. F-2,
                  Statements of Operations........................ F-3
                  Statements of Changes in Stockholders Equity.... F-4
                  Statements of Cash Flows........................ F-5
         Notes to Consolidated Financial Statements............... F-6

         Item 8. Changes In And Disagreements With Accountants on Accounting and
Financial Disclosure

         There have been no disagreements with Accountants on Accounting and
Financial Disclosure in 2001.


                                       7
<PAGE>


PART III

Item 9. Directors, Executive Officers and Significant Employees

         The executive officers and directors of the Company during 2001 were as
follows:

             Name                Age          Position Held with Registrant
         --------------          --           -----------------------------
         Michael Posner          41           President, Director
         Brad Tolley             37           Chief Executive Officer, Secretary
                                              and Treasurer, Director

         Michael Posner has been President of the Company since August, 2001.
Mr. Posner is a shareholder in the law firm of Ward, Damon, & Posner where he
has been since 1989. He is a member of the Florida Bar. Mr. Posner received his
Juris Doctor in 1985 from the University of Florida.

         Brad Tolley is a graduate of Phillips Academy in Andover, Massachusetts
in 1982, and attended Rollins College in Winter Park, Florida. He was employed
by Westchester Ltd., Inc., as an Account Executive from 1985 to 1989. From
1990-1992, Mr. Tolley was employed by a wholly-owned subsidiary of Dresdner Bank
in Germany. Mr. Tolley has worked with high net individuals and companies in the
past such as Barnett Bank of Florida and Goldome Bank of New York. Mr. Tolley
has more than fifteen years experience in venture capital and finance placement.
He continues to cultivate these relationships and network with new ones for
information and growth. Currently, Mr. Tolley is President of Tolley
Investments, Inc., a privately held company.

Item 10. Executive Compensation

Summary Compensation Table

At the present time, no officer of the company receives any compensation in the
Company.


Item 11. Security Ownership of Certain Beneficial Owners and Management

         The following table sets forth information with respect to the number
of shares of the Company's Common Stock that will be beneficially owned by (i)
each executive officer of the Company, (ii) each director of the Company and
(iii) each shareholder of the Company who owns more than 5% of the Company's
Common Stock as of November 30, 2001. An asterisk indicates beneficial ownership
of less than 1% of the outstanding Real Logic Common Stock. Except as indicated,
each of the shareholders listed below has voting and investment power over the
shares beneficially owned and the address of each beneficial owner is c/o Real
Logic, 125 Worth Avenue, Suite 302, Palm Beach, FL 33480. As of November 30,
2001, there were issued and outstanding 2,000,000 shares of the Company's common
stock.


                                       8
<PAGE>


     Name of                                                Percent of Class
Beneficial Owner              Amount and Nature         Of Beneficial Ownership

Brad Tolley                      1,654,000                       82.7%
125 Worth Avenue
Suite 302
Palm Beach, FL 33480

Michael Posner                     250,000                       12.5%
4420 Beacon Circle
West Palm Beach, FL 33407

All Officers and Directors       1,894,000                       95.2%
and 5% beneficial owners
as a group


Item 12.  Certain Relationships and Related Party Transactions

Not applicable.

Item 13.  Exhibits and Reports on Form 8-K

         (a)      Exhibit Index

         3.1 Certificate of Incorporation and Amendment to the Company's
Certificate of Incorporation (filed as an Exhibit to the Company's Registration
Statement on Form 10-SB filed December 5, 2000 and incorporated herein by this
reference).

         3.2 Amendment to the Company's Certificate of Incorporation filed with
the Florida Secretary of State on October 29, 2001 (filed as an Exhibit to Form
8-K filed November 20,2001 and incorporated herein by this reference).

         3.3 Bylaws (filed as an Exhibit to Company's registration statement on
Form 10-SB filed December 5, 2000 and incorporated herein by this reference).

         4.4 Specimen Stock Certificate (filed as an Exhibit to Company's
registration statement on Form 10-SB filed December 5, 2000 and incorporated
herein by this reference).

         16.1 Letter on Change in Certifying Accountant (filed as Exhibit 99.1
to the Company's Report on Form 8-K dated March 9, 1999 and filed as an Exhibit
to the Company's Annual Report on Form 10-KSB for 1998 filed March 31, 1999).

         23.1 Consent of Baum & Company, P.A. (filed herewith electronically).

         (b)      Reports on Form 8-K.

The Company filed six reports on Form 8-K during the fourth quarter ended
November 28, 2001.

(i)      The Company filed a report on Form 8K on September 14, 2001
(ii)     The Company filed a report on Form 8K on November 20, 2001

                                       9
<PAGE>

                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the
registrant caused this Amendment No. 1 to the Company's Annual Report on Form
10-KSB to be signed on its behalf by the undersigned, thereunto duly authorized.

REAL LOGIC, INC.


By:  /s/ Michael  Posner
     -------------------
         Michael Posner
         President

Date:    March 29, 2002

         In accordance with the Exchange Act of 1934, this report has been
signed by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.


By:  /s/ Michael Posner
     ----------------------
         Michael Posner
         President, Director

Date:    March 29, 2002

By:  /s/ Brad Tolley
      ------------------------------------
         Brad Tolley
         Chief Executive Officer, Director

Date:    March 29, 2002


                                       10




                                REAL LOGIC, INC.
                             (FORMERLY XELOS, INC.)


                          (A Development Stage Company)

                              Financial Statements

               June 28, 1999 (Inception) through November 30, 2001





<PAGE>


                                TABLE OF CONTENTS





                                                                         Page
                                                                         ----

Independent Auditors' Report                                             F-1

Balance Sheet                                                            F-2

Statements of Income                                                     F-3

Statements of Changes in Stockholders' Equity                            F-4

Statements of Cash Flows                                                 F-5

Notes to Financial Statements                                            F-6



<PAGE>


                              BAUM & COMPANY, P.A.
                          CERTIFIED PUBLIC ACCOUNTANTS
                        1515 UNIVERSITY DRIVE - SUITE 209
                          CORAL SPRINGS, FLORIDA 33071
                                 (954) 752-1712




                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders
Real Logic, Inc.
Palm Beach, Florida


We have audited the accompanying balance sheet of Real Logic, Inc ( formerly
Xelos, Inc. ) ( A Development Stage Company ). as of November 30, 2001, and 2000
and the related statements of operations, stockholders' equity, and cash flows
for the years ended November 30, 2001 and 2000. 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 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 audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our 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 Real Logic ( formerly Xelos,
Inc. ) ( A Development Stage Company ) as of November 30, 2001 and 2000 and the
results of its operations and its cash flows for the years ended November 30,
2001 and 2000 in conformity with accounting principles generally accepted in the
United States of America.



March 20,  2002
Coral Springs, Florida



                                      F-1
<PAGE>


                                REAL LOGIC, INC.
                             (FORMERLY XELOS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                           NOVEMBER 30, 2001 AND 2000

                                     ASSETS
                                     ------


                                                                  2001      2000
                                                                  -----    -----
Total Current Assets

       Cash                                                       $   0    $ 200
                                                                  -----    -----

       Total Assets                                               $   0    $   0
                                                                  =====    =====


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------


Liabilities
                                                                  $   0    $   0


Stockholders' Equity
     Common Stock, $.0001 par value, authorized
      50,000,000 shares, 2,000,000 issued and outstanding           200      200
      Accumulated deficit during development stage                 (200)       0
                                                                  -----    -----

         Total Stockholders' Equity                                   0      200
                                                                  -----    -----



     Total Liabilities and Stockholders' Equity                   $   0    $ 200
                                                                  =====    -----



                 See accompanying notes to financial statements.

                                      F-2
<PAGE>


                                REAL LOGIC, INC.
                             (FORMERLY XELOS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                     YEARS ENDED NOVEMBER 30, 2001 AND 2000
              AND THE PERIOD FROM JUNE 28, 1999 (DATE OF INCEPTION)
                              TO NOVEMBER 30, 2001




                                                              OPERATIONS DURING
                                                              DEVELOPMENT STAGE
                                                                INCEPTION TO
                                      2001          2000      NOVEMBER 30, 2001
                                  -----------    -----------  -----------------


Revenue                           $         0    $         0      $         0

Expenses:                                 200              0              200
                                  -----------    -----------      -----------


Net Income (Loss)                 $      (200)   $         0      $      (200)
                                  ===========    ===========      ===========

Net income per weighed average
     of shares                    $       nil    $       nil      $       nil
                                  ===========    ===========      ===========

Weighed average of shares           2,000,000      2,000,000        2,000,000
                                  ===========    ===========      ===========


                 See accompanying notes to financial statements.


                                      F-3
<PAGE>



                                REAL LOGIC, INC.
                             (FORMERLY XELOS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                      YEAR ENDED NOVEMBER 30, 2001 AND 2000

<TABLE>
<CAPTION>

                                                                                                RETAINED EARNINGS
                                                                                DURING                 TOTAL
                                                COMMON STOCK               DEVELOPMENT STAGE        STOCKHOLDERS'
                                         SHARES              AMOUNT             PERIOD                EQUITY
                                       ---------           ---------           ---------            ---------
<S>      <C> <C>                               <C>         <C>                 <C>                  <C>
Beginning Balance

February 28, 1999 (Inception)                  0           $       0           $       0            $       0

Issuance of common stock               2,000,000                 200                   0                  200

Net income - November 30, 1999                 0                 - 0                   0                    0
                                       ---------           ---------           ---------            ---------

Balance - November 30, 1999            2,000,000                 200                   0                    0

Net income - November 30, 2000                 0                   0                   0                    0
                                       ---------           ---------           ---------            ---------

Balance - November 30, 2000            2,000,000                 200           $       0            $     200

Net (Loss) - November 30, 2001                 0                   0                (200)             ( 200 )
                                       ---------           ---------           ---------            ---------

Balance - November 30, 2001            2,000,000           $     200           $    (200)           $       0
                                       =========           =========           =========            =========
</TABLE>



                 See accompanying notes to financial statements.



                                      F-4
<PAGE>



                                REAL LOGIC, INC.
                             (FORMERLY XELOS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS
                      YEAR ENDED NOVEMBER 30, 2001 AND 2000
              AND THE PERIOD FROM JUNE 28, 1999 (DATE OF INCEPTION)
                              TO NOVEMBER 30, 2001
<TABLE>
<CAPTION>

                                                                                            OPERATIONS DURING
                                                                                            DEVELOPMENT STAGE
                                                                                              INCEPTION TO
                                                               2001             2000        NOVEMBER 30, 2001
                                                              -----             -----       -----------------
<S>                                                           <C>               <C>               <C>
Cash flows from operations:

     Net income (loss)                                        $(200)            $   0             $(200)

Net cash provided for operations                                  0                 0                 0
                                                              -----             -----             -----

Cash flows from financing activities:
      (Increase) decrease in subscription receivable            200              (200)                0
     Issuance of common stock                                     0               200               200
                                                              -----             -----             -----



Net increase (decrease) in cash                                (200)                0                 0

Cash - beginning                                                200                 0                 0
                                                              -----             -----             -----

Cash - ending                                                 $   0             $   0             $   0
                                                              =====             =====             =====
</TABLE>



                 See accompanying notes to financial statements.


                                      F-5
<PAGE>


                                REAL LOGIC, INC.
                             (FORMERLY XELOS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           NOVEMBER 30, 2001 AND 2000


NOTE 1              SIGNIFICANT ACCOUNTING POLICIES
                    -------------------------------

                    Organization and Operations
                    ---------------------------

                    The Company was organized under the laws of the State of
                    Florida on February 28, 1999. The Company is in the
                    development stage. The Company is a "shell" whose sole
                    purpose is to locate and consummate a reverse merger or
                    reverse acquisition with an unidentified private entity.

                    Basis of Accounting
                    -------------------

                    The Company's policy is to prepare its financial statements
                    using the accrual basis of accounting in accordance with
                    generally accepted accounting principles.

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



NOTE 2             CAPITAL TRANSACTIONS
                   --------------------

                   The Company on November 20, 2000 amended its articles of
                   incorporation to change its par value of common stock from
                   $.001 to $ .0001.

                   On December 5, 2000, the Company has filed a registration
                   statement on Form 10-SB.







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