CROWN INTERNATIONAL INC.


                            FILING TYPE:     10KSB/A
                            DESCRIPTION:     ANNUAL  REPORT
                            FILING DATE:     August 20,  2001
                            PERIOD  END:     MARCH  31,  2001

                       PRIMARY EXCHANGE:     OVER THE COUNTER BULLETIN BOARD
                                TICKER:




                                TABLE OF CONTENTS
                                Index to Annual
                              Report on Form 10-KSB
                               Amendment Number 2
                  For The Fiscal Year Ended March 31, 2001

                                                                            Page
Part  I                                                                       1

Item  1.    Description  of Business                                          1

Item  2.    Description  of Property                                          8

Item  3.    Legal  Matters                                                    9

Item  4.    Submission  of Matters to a Vote of Security Holders              9

Part  II                                                                      9

Item  5.    Market  for Common Equity and Related Stockholder Matters         9

Item  6.    Plan Of Operation                                                10

Item  7.    Financial Statements                                             12

Item  8.    Changes In and Disagreements With Accountants on Accounting      12
            and  Financial  Disclosure

Part  III                                                                    12

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

Item  10.   Executive Compensation                                           15

Item  11.   Security Ownership of Certain Beneficial Owners and Management   15

Item  12.   Certain Relationships And Related Transactions                   16

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

FINANCIAL  STATEMENTS                                                        18

SIGNATURES                                                                   19

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-KSB/A
                               Amendment Number 2


[X]           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                    For the Fiscal Year Ended: March 31, 2001

[ ]             TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                        SECURITIES  EXCHANGE  ACT  OF  1934
          For the transition period from ____________ to ____________

          Commission  File  No.  000-31915

                          CROWN INTERNATIONAL, INC./FL
            --------------------------------------------------------
            (Name of small business issuer as specified in its chart

               FLORIDA                                     65-0716874
    -------------------------------               -------------------------
    (State or other jurisdiction of                     (IRS  Employer
    incorporation  or  organization)                 Identification  Number)

        80 Richmond St. West, Suite 1604
        Toronto,  Ontario  Canada                            M5H 2A4
        -----------------------------------------------------------------
        (Address of principal executive offices)            (Zip Code)

Issuer's telephone number:  416-866-8213
                            ------------
Securities registered pursuant to Section 12(b) of the Exchange Act: None

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

                    Common Stock, par value $.001 per share
                                (Title of Class)

Check  whether  the Registrant (1) has filed all reports required to be filed by
Section  13  or  15(d) of the Securities Exchange Act of 1934 during the past 12
months  (or  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  disclosure of delinquent filers in response to Item 405 of Regulation
S-B  is  not contained in this form, and no disclosure will be contained, to the
best  of  registrant's  knowledge, in definitive proxy or information statements
incorporated  by  reference  in Part III of this Form 10-KSB or any amendment to
this  Form  10-KSB.  [ ]

State  issuer's  revenues  for  twelve  months  ended  March  31,  2001:  NIL

State the aggregate market value of the voting and non-voting common equity held
by  non-affiliates computed by reference to the price at which the common equity
was  sold,  or  the  average  bid and asked price of such common equity, as of a
specified  date  within  the past 60 days:   Not applicable.  The Company has no
public  trading  market.

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest practicable date: 2,903,900 shares of common stock, as
of  March  31,  2001.

DOCUMENTS  INCORPORATED  BY  REFERENCE:  none

Transitional  Small  Business  Disclosure  Format:  No


<PAGE>
                                        1
PART  I
-------

ITEM  1.  DESCRIPTION  OF  BUSINESS
-----------------------------------

 (a)  BUSINESS  DEVELOPMENT
 --------------------------

     Crown  International Inc. (the "Company") was incorporated on December 6th,
1996  under  the  laws  of  the  State  of  Florida  under  the  name  of  Crown
International  Inc.  See  Exhibit 3.1 at Page E-5. The Bylaws of the Company are
included  as Exhibit 3.2 Page E-10. From the date of its corporation to 31 March
2000,  the  only  activity  undertaken  by the Company was on November 5th, 1999
where  the  Company  entered  in  to  a  Bill  of  Sale  with  Greatway  Global
Communications  Corp.  (identified hereinafter as "Greatway") an Ontario, Canada
Corporation.  See  Exhibit  2 Page E-1. The above exhibits were previously filed
with  the  Registrant's  Form  10-SB  filed  2 November, 2000. This Bill of Sale
provided  as  follows:

     (1)  Greatway  transferred all of its assets and intellectual properties to
          the  Company  at Greatway's net book value. These assets and equipment
          are  listed on Schedule A of the Bill of Sale filed as Exhibit 2, Page
          E-1  of the registrant's Form 10SB previously filed. The equipment was
          transferred  for  the  amount  of $20,200 and are commodity items. The
          intellectual  property,  being  Greatway's  research  and  development
          expenditures,  were  transferred  for  the  amount  of  $850,000.

     (2)  The  Company completed this sale with the exchange of 2,000,000 shares
          of  Crown  International  Inc.  (Florida)  to Greatway. No monies were
          exchanged  in  the  transaction.

     (3)  Greatway  remains  the registered owner of the 2,000,000 shares of the
          Company.  Macwin  Investments  Inc.,  an  Ontario,  Canada  Private
          Corporation  and  125739  Canada Inc., a Canadian Private Corporation,
          own  1,640,000  and  360,000  respectively  of  the  total  issued and
          outstanding  shares  of  Greatway.

     (4)  The Agreement was completed November 5th ,1999 and 2,000,000 shares of
          Crown  International  Inc.  (Florida)  were  subsequently  issued  to
          Greatway. All shares as issued have restrictive legends under Rule 144
          of  the  Securities  Act  of  1933  as  amended. The Company presently
          operates  the  business hereinafter described and other than the asset
          purchase the Company has had no separate business activities since its
          formation to the current date.

     (5)  The  business  purpose for the purchase of the assets from Greatway in
     exchange  for  the  transfer  to  Greatway  of  two  million  shares of the
     Company's  stock  was  two-fold. First, it provided the stockholders of the
     Company  with  the  opportunity  to  change  from  ownership of an inactive
     Company  to  ownership  in  an  active  Company with the prospects of stock
     appreciation.  Second, the agreement provided Greatway with the opportunity
     to  acquire  a  majority  interest in a United States corporation, with the
     ultimate  goal  of  achieving  a  public  market  for  its  stock.

          The  agreement  was at arm's-length because the Officers and the Board
     of  Directors of both corporations were independent of each other. Further,
     at  the  time  of  the  agreement  none  of  the  stockholders  of  the two
     corporations  owned  any  stock  of  the  other  corporation. There were no
     agreements  or understandings in place that would negate the transaction as
     being  arm's-length.


<PAGE>
                                        2

     (6)  Greatway  was incorporated for and its sole purpose was to develop and
          prove  the  technologies  that  permit  its  users  to  interact  from
          different locations at the same time and work with and make changes on
          content  or  data files.

     Greatway  is  a  predecessor  of  the Company, based upon the definition of
"Predecessor"  in  Regulation  (Section)240.12b-2  (Rule  12b-2),  under  the
Securities  Exchange  Act  of 1934, as amended. Accordingly, the developments of
Greatway  during  the  last  three  years  is  as  follows:

     (1)  Greatway Global Communications Corp. was formed as a Corporation under
     the  laws  of  Ontario,  Canada  on  October  6,  1997.

     (2)  Greatway  is a corporation in good standing under the laws of Ontario,
     Canada  as  of  the  date  of  this  filing.

     (3)  As  described  above,  Greatway,  on  November 5, 1999 sold all of its
     assets to Crown International, Inc. under an Agreement. Refer to Exhibit 2,
     Page  E1  of  Form  10-SB  previously filed for a description of the assets
     aquired.

(b)  BUSINESS  OF  ISSUER
-------------------------

GENERAL
-------

     The  Company  intends  to  rent  an  item  of  electronic equipment, having
dimensions  of  19"  wide by 19" deep by 4" thick, and being a server which is a
computer  with  which  other  computers  over  a network can request and receive
information;  which  server will contain the Company's software that is designed
to  permit  users  to  interact simultaneously and work with and make changes on
content  or data files (audio, video, text, graphics, animation and design )with
other  users  having  their  own  similar  server regardless of their geographic
location  (  herein  referred  to  as  the  "Box").


(1)  Principal  products  or  services  and  their  markets:
------------------------------------------------------------

     a)  Principal  Products  or  Services
     -------------------------------------

          The  Company's  principal Product is the Box as described in "General"
     above  and  will  be marketed as the "GlobeLink Box". Further features are:

          One  Box  is  selected as the Master Box to contain all of a project's
     content  or  data  files,  thereby enabling the other Boxes linked to it to
     centralize  the management, storage and organization of the content or data
     files  and  to  be  able  to  access  or  work  on  any  files at any time.

          Users  are able to set file status codes, send messages, update files,
     retrieve  files, set permissions on files, and create their own "mediafile"
     categories.  The  Box allows users to preview files without coming into the
     studio.  Using  the  Company's  data delivery technologies they are able to
     preview  media  formats  directly from the central server (Box). This saves
     having  to  convert media files to standard streaming (Or delivery) format.


<PAGE>
                                        3

     System  Architecture:  The  Company's cross platform solution to multimedia
     collaboration  means  that the Company's system works on all major computer
     operating  systems  such as Microsoft's Windows, UNIX, Linux, Macintosh and
     Sun  and  it  is  designed  to  integrate  into any studio environment. The
     Company's  architecture  for the Box allows it to be shipped pre-configured
     to users, thereby reducing the time for setup procedures at the users site.
     These Boxes will be linked by a variety of transmission lines having a wide
     range of speeds and capacity to create a network for interaction of various
     functions  and  tasks  required  in  the production of content in the film,
     recording  and  advertising  sectors. The Company's Business Model involves
     the  rental  of fully configured computer servers (the Box), containing the
     Company's  software,  at  various  user  sites.  As  part  of the rental or
     subscription  service  ,  each Box will be upgraded remotely by the Company
     transferring  over  the  network  to  customer's  Boxes  the  upgrades  as
     enhancements  are  released.  The  box  will  be  rented  in  two versions.

          (1)  The  Master  Box - is intended for the prime production house and
          will  contain all versions of data files in a project. It is currently
          the  Company's  intention  to  physically  locate the Master Box at an
          internet  service provider so as to maximize the speed and delivery of
          the  data  to  all  participants  in  the  Project.

          (2)  The  Client  Box  -  will  be  located  at  the  premises  of sub
          contractors  such  as  animators,  sound  recording,  film,  graphic
          designers,  editors,  advertising  agencies  and  their  clients.

     b)  MARKETS
     -----------

     MARKET  SEGMENTATION
     --------------------

          The  Company,  initially,  plans  to  market  the  Box  to studios and
     production  facilities  ,  world-wide , primarily in the advertising , film
     and  recording  sectors.

          Since  November 1999, in the opinion of management of the Company, the
     Company  is  now  positioned  to  take its technologies and products to the
     commercial  world,  starting  with a select number of targeted customers in
     North  America  and  Europe. These targeted customers would be studios that
     perform  various  functions  such  as  video,  sound, animation, design and
     graphics.

          To accommodate this market place, which already offers video streaming
     (delivery)  and  exchange  (see  Competition), as a entry level product the
     Company's  Box  is  intended  to provide a fully functional, self contained
     solution  to  facilitate  collaboration  (or  working  together)  of
     geographically  separated  production  facilities  in  the  audio and video
     recording industry without the need to courier tapes, disks and other media
     format.  In  addition to the Company's software allowing users to interact,
     the  Company  has  incorporated its own asset management system that allows
     any  production  house  in the network of users of the Box to track changes
     and  synchronize  the  activity  of  a project and to store all versions of
     various files, including an integrated process offering multi functions and
     multi  tasks  to  collaborate  at  the same time. A master file for working
     together  will  be located in the Master Box and can be accessed and worked
     upon  remotely  from  Client  Boxes  in  various locations. The master file
     remains  up  to  date  and  current  in  the  Master  Box.


<PAGE>
                                        4

          For  high  speed applications the Company has developed a relationship
     with  a  major global Telco, as evidenced by the Letter of Intent contained
     in  Exhibit  10, Page E-30 of Form 10-SB/A filed 01 May 2001. Although this
     Letter  expired  on  January 1, 2001, there is a provision contained in the
     Letter  relating  to secrecy which is enforceable between the parties for 2
     years  past  January  1,  200l.

          Notwithstanding  that  representatives  of  Telia viewed the Company's
     technological  capabilities,  Telia,  during  the  fall  of  the year 2000,
     insisted  upon  being  exposed  to  the  Company's  software  and  hardware
     architecture. The Company has refused and communication between the parties
     has  ceased.  Because  the  Company's  technology  and  the  predecessor
     corporation  of  the  Company's  technology  are mentioned in the Letter of
     Intent, the Company is endeavoring to adhere strictly to the terms thereof.

          Because  the  chain  of  contracting  parties  involves  Greatway as a
     signatore  and  the  Company is the transferee of all of Greatway's assets,
     which includes this Letter of Intent, Management of the Company is treating
     the  Letter  of  Intent  as  binding  upon  the  parties  thereto and their
     successors,  particularly  regarding  the  areas  mentioned therein such as
     third party negotiations, secrecy, confidential information, exclusivity of
     negotiations,  arbitration  and  governing  law.

     Business  Applications  of  Technology
     --------------------------------------

          In  the  opinion of Management of the Company , it's technology can be
     used in a wide variety of applications. The company plans to bring these to
     market  in  a  specific  order,  to  maximize  the return on investment and
     streamline  the  development effort. The Company will market its technology
     in  the  following  order:

          1)  "GlobeLink  Box"  -  as  described  above,  allows  geographically
     separated  production  facilities  to  work  together  without  the need to
     courier  tapes,  disks  and  other  forms  of  media.

          2)  Broadband  on Demand - where high data capacity transmission lines
     like fiber optic can be used and paid for as required by the user and is to
     be  marketed  to  telephone  companies and internet service providers. This
     facilitates  the  dissemination of audio and video as required by using the
     Company's  "hub"  (  a box with large storage capacity) which will receive,
     store  and transfer data files from various locations within a local region
     (city)  and  make  those  files  available  to  other  locations.

          3)  Virtual  Private  Networks  -  for  multi  location corporations -
     enables  working  together  at  the  same time on files from various remote
     locations.  The  Company's  project  management  software  provides version
     control  to  be  time  stamped  of  changes being made by each participant.
     Version control is where each version of a data file on which work has been
     performed  is  saved  and  catalogued.

          4)  Broadband Content Providers (Content providers requiring high data
     capacity  transmission lines) - not only allows the streaming (delivery) of
     quality  audio  and  video over the internet, but includes the ability to :

          *    use  multiple  pictures  on  the  same  screen

          *    display  full  motion  video

          *    interactive  video  conferencing

          *    initialization  (initiate  a  session  from  a  remote  location)


<PAGE>
                                        5

          5)  Distance  Training/Education  (Teacher  or  Instructor  from  one
     location providing a course over the Internet to multiple remote locations)
     -  the  Company's  software  allows the delivery of high resolution detail,
     thereby  enhancing  the  training material and minimizing the communication
     costs.


      (c)  Other
      ----------
      Development  History  including  Industry  Participants
      -------------------------------------------------------

          Greatway's technology had its origins in a Research Laboratory setting
     in  Ottawa,  Canada,  including  the Communications Research Center, Ottawa
     Carleton  Research Institute, and Canarie (Canadian Network For Advancement
     of  Research,  Industry  and  Education).

          The  Canarie  Project  provided  the environment needed to develop the
     Company's  technology.  Canarie  is  a  research and development network in
     Canada.  The  Company's  technology and capabilities were demonstrated over
     the  Canarie  Fiber Optic Network by linking General Assembly, a commercial
     studio  in Ottawa, Canada, The Ottawa Carleton Research Institute, Bell Lab
     Centennial  College  (Toronto),  Multi-Media  Lab  at  St.  Clair  College
     (Windsor) and Multi-Media Lab at Capilano College (Vancouver). This Project
     enabled students and teachers in geographically dispersed locations to work
     together  on  the  same file and produce advanced multi media material. The
     linking  allowed the end product(s) to be catalogued and tracked accurately
     so  that  it  could  be  efficiently  shared  by  others.  This Project was
     undertaken  between  the fall of 1998 and June 1999 and thereafter Greatway
     and  the Company adapted the technologies to common commercial transmission
     lines  having  a  wide range of speeds and capacity and developed uses, and
     functions and software compatibilities required by the Studio Industry, all
     of  which  has been embodied into the Company's Box. Also, between 1995 and
     2000

     Greatway  worked  with and received input from studios, specifically being:

          -    Raleigh  Studios,  Hollywood

          -    Dan  Krech  Productions,  Inc.,  Toronto,  Canada

          -    General  Assembly,  Ottawa,  Canada

          -    Stonehenge  Studios,  Toronto,  Canada

          -    Vault  Studios,  Toronto,  Canada

          -    Discovery  Productions,  Toronto,  Canada


(2)  Distribution  methods  of  the  products  or  service
----------------------------------------------------------

     Service  Description

          In the opinion of Management of the Company , by placing the Company's
     Box  into  the  site of each participant in a project, the participants can
     work  together  on  the  same data file at the same time or efficient time.
     Because  the  Company's Box was developed within the studio environment and
     with  the  guidance of studio participants, in the opinion of management of
     the  Company  ,  the  Company's  box  contains the features , functions and
     technological compatibilities to provide an industry specific solution that


<PAGE>
                                        6

     to  the user is intended to be "plug and play" and user friendly. Also with
     the  prevalence of various transmission lines having a wide range of speeds
     and  capacity,  the  Box  should  be  available  for  use  to  a variety of
     locations.

          Through use and visibility among industry participants, in the opinion
     of Management of the Company , a network should evolve. Also as a result of
     user  feedback  and  our own studio partners, updates and enhancements will
     regularly  be  provided  to users as part of their rental/subscription fee.
     The  Rental  fee  of the Company's Box was determined after discussion with
     some  of  its industry participants and was based upon the rental fee being
     less  than  the  Industry's  current  costs for working together on content
     files  from  different  locations,  such  as  travel  and  couriers.

In  addition  to  the  Box  rentals,  where customers have multiple locations or
functions and a private and secure private transmission lines, (its own network)
the  Company  has received positive reception for selling enterprise software to
these  corporations  or  groups  having multiple locations and their own private
network.  The  Company's  software would be installed for a one year period into
one  Box  which  would  be  linked  to  the users' desk top computers performing
various  functions  in  a  production within the private network. As part of the
initial  price, upgrades would be provided from time to time and annually, for a
fee,  use  of  The  Company's  software  could be renewed for a further year. In
addition  where these corporations or groups require additional customization an
additional  fee  will  be  rendered.  Also,  Boxes  can  be  rented  to  these
corporations  for  use by their clients or other associated locations outside of
their  private  network.


(3)  Status  of  any  publicly  announced  new  product  or  service:
---------------------------------------------------------------------
          The  company  has  not  publicly  announced  its  product  or service.

(4)  Competitive business conditions and the small business issuer's competitive
--------------------------------------------------------------------------------
position  in  the  industry  and  methods  of  competition:
-----------------------------------------------------------

     a)   General
     ------------

          In  the  opinion  of  Management of the Company , the Company's Box is
     intended  to  save  time and money for studios that presently work together
     and  share data files by using couriers and personal travel. Presently some
     products  enable  users  to  share  a  document  on  line  -  the so called
     electronic  white  board.  For  example,  DataBeam  Corp.,  a subsidiary of
     Lotus/IBM,  claims  to be the "leading developer of real time collaboration
     and  training  technologies"  ( Real time collaboration generally refers to
     working  together  at the same time). However, in the opinion of Management
     of the Company , neither DataBeam nor any other current offerings allow for
     working  together  and  making  changes  on  a project at the same time and
     combining  various  functions  and  tasks.

          In  the  opinion  of  the  Management  of the Company ,the marketplace
     offers  single  or  limited  function  technologies  that  enable  users to
     exchange  or  share  content  files and work together on them. For example,
     tel-video  conferencing  (AT&T,  Lucent, Sprint); Video exchange or sharing
     (SGI  -  Telestream  -  Microsoft  -  Pixstream  -  Kasenna);  editing  and
     distribution  (Box);  editing  and  visual  effects (Discreet Logic); video
     streaming  (Quicktime  and  Real Networks). In the opinion of management of


<PAGE>
                                        7

     the Company , the company view the foregoing as single or limited functions
     whereas  the  Company  Box  is  an  integrated  process for multi tasks and
     functions to enable real or efficient time working together using features,
     functions  and  compatibilities  required  by  production facilities in the
     film,  entertainment,  recording  and advertising sector. In the opinion of
     Management  of the Company , the Company views its competitive advantage as
     an  integrated  and multi function file management system developed for and
     within  the  studio  environment.


     b)   Barriers  to  Entry
     ------------------------

          In the opinion of Management of the Company the barriers to entry are-

          1.  the  need  for  any potential competitor to have in-house software
     engineers  that have the requisite technical skills coupled with a detailed
     understanding  of  how the modern production studio operates. Over the last
     five years the Company has worked closely with studio people and facilities
     in  order  to  determine  their needs and functions as previously stated in
     Development  History  including  Industry  Participants;

          2.  the  need for access to a high-speed network and production studio
     environment  in  order  to  develop  and  test  the  software  during  the
     development  process  which  the  Canarie  project  provided  the  Company;

          3.  the  technophobic, conservative nature of some participants in the
     production  studio  industry.  The  Company  is  well  aware of the need to
     include  visible  sites  and  users  for its Box. Therefore the Company has
     regularly  consulted  with studio owners and participants who have not only
     provided significant input concerning the features needed, but who are also
     candidates  to  use  the  "Box"  in  the  initial  roll  out.


     c)  Advertising  and  Promotion
     -------------------------------

          The  Company is following a number of approaches to promoting the box.

          a) The Company's technology and business model has been developed with
          the  assistance  of  numerous  industry  partners  and  participants.
          Initially  the Company will solicit the support of key participants to
          use  the  Boxes  for  their  projects  and will thereby act as natural
          references.  Accordingly  from  these  world  wide  contacts  a Global
          network  of  studios will evolve and form the initial customer base or
          "Critical  Mass"  and  act as the springboard for future Global sales.

          b)  The  Company  will  assign a Relationship Manager (salesperson) to
          each  studio  facility  to  assist  in  the  sale.

          c)  The  Company  plans to retain a third party company to package the
          Box  and  develop  promotional  material.

          d)  Presently  the  Company  is  developing  a  Website solely for the
          purpose  of  Promoting  and  marketing  the  Box.


<PAGE>
                                        8

(5)  Sources  and  availability  of  raw  materials  and  the names of principal
--------------------------------------------------------------------------------
suppliers:
----------

          The  principal component of the Box is a server which , in the opinion
     of  Management of the Company, is readily available in the marketplace, the
     most  favored  presently  by  Management of the Company is that supplied by
     VALinux.  In  addition  certain  readily  available  software  is  also
     incorporated  into  the  Box.  The  Company's software together with strong
     security  is  integrated  very  simply  into  the  foregoing.

(6)  Dependence  on  one  or  a  few  major  customers:
-------------------------------------------------------

          The  Company  has  no  customers.

(7)  Patents,  trademarks, licenses, franchises, concessions, royalty agreements
--------------------------------------------------------------------------------
or  labor  contracts,  including  duration:
-------------------------------------------

          The  Company  does  not  hold any patents, trademarks or licenses. The
     Company  acquired  all  of  the  intellectual  property  of Greatway, which
     property included its network architecture, source codes and software codes
     for  its  software  and  designs  and  its  software  architecture.

(8)  Need  for  any  government  approval  of  principal  products  or services:
--------------------------------------------------------------------------------

          At  this time there is no required government approval of the products
     and  services  offered  .  Further,  there  are  no  direct  governmental
     regulations  that  impact  the  business  operations.

(9)  Effect  of  existing  or probable governmental regulations on the business:
--------------------------------------------------------------------------------
          Not  applicable  -  see  (8)  above.

(10)  Estimate  of  the amount spent during each of the last two fiscal years on
--------------------------------------------------------------------------------
research  and  development activities, and if applicable the extent to which the
--------------------------------------------------------------------------------
cost  of  such  activities  are  borne  directly  by  customers:
----------------------------------------------------------------

     For  the  fiscal  year  ended 31 March 2001 the Company expended $95,870 on
research  and  development  and  for  the  fiscal year ended 31 March, 2000, the
Company  expended  $850,000  on  Research  and  Development.

     The  $95,870  is  comprised  of  monies  expended  by  the Company.  Macwin
Investments  advanced  the  monies  for  these  expenditures.

     The  $850,000  is comprised of monies expended by Greatway in the amount of
$269,843  and  services  provided  by Greatway in the amount of $580,157. Macwin
Investments  Inc.  advanced  the  monies for these expenditures and provided the
services.

(11)  Costs  and  effects of compliance with  environmental laws (federal, state
--------------------------------------------------------------------------------
and  local):
------------

     There  are  no costs and effects of compliance with any environmental laws.

(12)  Number  of  total  employees  and  number  of  full  time  employees:
---------------------------------------------------------------------------

      The  Company  has  no  employees  at  the  present  time.

ITEM  2.  DESCRIPTION  OF  PROPERTY
-----------------------------------

     The  Company  leases  premises  at  80  Richmond  St.  West,  Suite  1604
Toronto,  Ontario  Canada  on  a  month to month basis. The company owns no real
property.


<PAGE>
                                        9

ITEM  3.  LEGAL  PROCEEDINGS
----------------------------

          Not  applicable.

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

          Not  applicable.

PART  II
--------

ITEM  5.
--------

     MARKET  PRICE  OF  AND  DIVIDENDS  ON  THE  REGISTRANT'S
     ---------------------------------------------------------
     COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS
     ---------------------------------------------------

     (a)  Market  Information

          There  is  no  public  trading  market  for  the common stock of Crown
          International,  Inc.

          The securities to be registered in this filing are the common stock of
          the  Company  .  The Company has no other class of stock. In regard to
          this  class  of  common  equity:

          1)   There  is  no stock subject to outstanding warrants or options of
               any  type  whatsoever.

          2)   The  registrant  has  not agreed to register under the Securities
               Act  any  of  the  stock  owned by the stockholders. At this time
               403,600 shares are free-trading( being held by non-affiliates for
               a  continuous  period  in excess of two years ) and could be sold
               under  Rule  144(k) if that rule were available. 2,500,300 shares
               are  held by affiliates for over one year and could be sold under
               Rule  144(e)(1)

          3)   There  is no stock that is proposed to be publicly offered by the
               registrant,  or  otherwise.

     (b)  Holders

          The  only  class  of equity in the Company is common stock . There are
          approximately  36  stockholders  of  record.

     (c)  Dividends

          The  Company  has  never paid dividends and has no intention of paying
          dividends  in  the  future.

     RECENT  SALES  OF  UNREGISTERED  SECURITIES
     -------------------------------------------

          On  November  5,  1999  the company entered into an Agreement (Bill of
     Sale)  with Greatway Global Communications Corp., (Greatway") a Corporation
     organized  under  the  laws of the Province of Ontario, Canada, whereby the
     Company  transferred  2,000,000  shares  of its common stock to Greatway in
     exchange  for a transfer of certain intellectual property and assets to the


<PAGE>
                                       10

     Company.  See  Exhibit  2  at  Page  E-1 Bill of Sale previously filed. The
     specific  assets  transferred to the Company are described on Schedule A of
     the  Bill  of  Sale.

          This  was  not  public  offering in that no shares were offered to the
     public,  the  transaction  was  a sale to one person, and the manner of the
     transaction  was  that  of  a  private  sale.  The  Company  is claiming an
     exemption  from  registration  for this sale under the authority of Section
     4(2)  of  the  Securities  Act  of  1933,  as  amended,  in  that  it was a
     transaction  by  an  issuer  not  involving  any  public  offering.


ITEM  6.  PLAN  OF  OPERATION
-----------------------------

     Generally,  the  Company's  plan  remains  the  same.

     Presently  the  Company  has  linked  4 of its Boxes in the Toronto, Canada
area.  One  Box each at the following locations: Its Office in Downtown Toronto,
Studio  Partner  in  Midtown  Toronto,  its  lab  in  the residence of its Chief
Scientist  in  Toronto,  its  lab  in the residence of another scientist west of
Toronto.  Three  different  transmission  lines  using  different  speeds  and
capacities are involved.  In addition, the Company will be installing its Box in
another  studio  in  Downtown  Toronto  and  into an Internet Service Provider's
facility  in  Toronto that utilizes a wide range of transmission lines including
fiber  optic.

      Daily,  using  typical  industry  content,  the  software  is  tested  for
stability and dependability.  The first version of features and functions of the
Box  are  set,  however  additional features and functions will be developed and
added  as  a  result  of prospective customers' requirements.  In April 2001 the
Company  began  marketing  the Box, initially to a select group of contacts well
known  or  recommended  to  the  Company  and, then to the marketplace at large.

     USA  DATA.COM advises the Company that there are approximately 16,000 video
and  film  production  services  in  the United States.  STUDIOFINDER.COM states
there  are  over  5,350  recording  studios  in  their search engine. Assuming a
minimum  marketplace  of 5,000 production facilities, not to mention advertising
agencies  and their clients, the Company is targeting 20% of that marketplace or
1,000 facilities.  Facilities included in a production could include Advertising
Agencies,  Sound  and Video Facilities, various locations of the client, editing
and  post  production facilities, animation and graphics facilities and the site
of  the Director.  There would be one Master Box for each project and an average
of  approximately  9  Client Boxes for various other participants and locations.

     From  input  received  from  the  Company's  industry participants as noted
herein, the Company has estimated the average number of facilities involved in a
Project.  The  monthly  rental income was established in consultation with Vault
Studios,  Toronto.  The  Company's  objective  is that the rental amount will be
less  than  a  production  facilities current, variable expenditures on courier,
travel  and  personnel costs associated with production delays caused by the use
of  travel  and  couriers.


<PAGE>
                                       11

     In  addition to the Box rentals, where customers have multiple locations or
functions and a private and secure private transmission lines, (its own network)
the  Company  has received positive reception for selling enterprise software to
these  corporations  or  groups  having multiple locations and their own private
network.  The  Company's  software would be installed for a one year period into
one  Box  which  would  be  linked  to  the users' desk top computers performing
various  functions in a production within the private network. In addition where
these  corporations or groups require additional customization an additional fee
will  be  rendered.  Also,  Boxes can be rented to these corporations for use by
their  clients  or  other associated locations outside of their private network.

     To date the Company has been funded from shareholders advances and advances
from  Macwin  Investments  Inc.  , an Ontario, Canada Corporation owned by Lorna
Irwin , spouse of Company Director, Alan Irwin.  The Company anticipates meeting
its  cash requirement for the next 6 month period from Shareholder advances, and
for  the following 6 month period with a private placement for at least $300,000
pursuant  to  exemption provided by Rule 506 of Regulation D as published by the
Securities  and  Exchange  Commission.

     Further,  the  Company  plans  to  raise  $2,000,000 under Rule 506 for the
purposes  of  adapting  its  technology  to  other  uses and sectors and for the
marketing  thereof  and  to  fund  further  Research  and  Development  for  its
technologies  and  applications,  all  of  which  are  optional.

     (a)  In  the  opinion  of Management of the Company , in the event that the
          Company  is  not  able  to  raise  all  or  part  of  the  anticipated
          $2,000,000,  the  Company  will  defer future Research and Development
          expenditures  and  delay  non critical expenditures. In the opinion of
          Management  of  the Company Such actions, should they become necessary
          will  not  interfere  with  the  day to day operations of the Company.

     (b)  The  Company's  priority  is  the  rental  of the Boxes, which are not
          dependent  upon the $2,000,000 placement. In the opinion of Management
          of  the  Company  ,  it  has the ability to fund operations for twelve
          months  due  to  minimum  expenditures of administrative and operating
          costs  regardless of the funding it intends to obtain from the private
          placements.


<PAGE>
                                       12

     Management  of  the  Company  has  considered  the  impact of deteriorating
economic  conditions  upon  its  Plan  of  Operation. The Company's first target
marketplace  is  the  advertising  and  short  series  studio  environment.  The
Company's  Management is of the opinion that, on the one hand, many corporations
have fewer dollars to spend on advertising while, on the other hand, larger well
funded  corporations  will sustain or increase advertising expenditures in order
to  maintain  sales  performance.  Generally,  corporations  plan  to  improve
communication  and  networking  efficiencies, which objective the linking of the
Company's  Boxes  is intended to address. Also, the cost of the Company's Box is
intended  to  be  a replacement or reduction of monthly variable costs presently
incurred  by corporations for travel and couriers, in addition to the networking
efficiencies.  Management  of  the Company is also of the opinion that specialty
productions for education, sports, hobbies, etc. should add to demand for studio
production.

     The  Company  does  not  anticipate having any employees in the next fiscal
year.  However,  the  Company's  current  technology  consultants  and  industry
participants are sufficient to undertake the Company's Plan of Operation for the
next  fiscal  year.

     Accordingly, the Company's management will not alter its projections, plans
or  schedules  for  its  Plan  of  Operation.

ITEM  7.  FINANCIAL  STATEMENTS
-------------------------------

     The  financial  statements  are  filed  herewith  before  the  signatures
commencing  on  page  18.

ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS
------------------------------------------------------------

     Not  applicable.

PART  III
---------

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTORS AND CONTROL PERSONS; COMPLIANCE
--------------------------------------------------------------------------------
WITH  SECTION  16A  OF  THE  EXCHANGE  ACT.
-------------------------------------------

(a)   DIRECTORS  AND  EXECUTIVE  OFFICERS:
------------------------------------------

     The  following  table  lists,  as  of  31  March,  2001,  the directors and
executive  officers  of  the  Company:


Name, Municipality  of Residence   Age    Length  of  Service
--------------------------------   ---    --------------------------
Alex  Kennedy                       65    Appointed  as  Director  and
Toronto  ,  Ontario                         Secretary,  Since  April  22,  2000

Gary  Risidore                      54    Appointed  President  and
Toronto,  Ontario                           Director
                                            Since  April  22,  2000

Alan  Irwin                               Appointed  Director
Toronto  ,  Ontario                 58      Since  April  22,  2000


<PAGE>
                                       13

     Alex  Kennedy  is  the  Secretary and a Director of the Company. Within the
past  5  years he has been involved with RDG Minerals Inc., Mining ) ,and TTLN -
Total  Entertainment  Inc.(  Internet  Entertainment).  He  brings  extensive
background  in  the  retail-merchandising  field. Where he was CEO of 2 national
retail  companies  in  Canada.  He  is  a  Director  for  Ashurst  Technologies
Ltd.(listed  on the Toronto Stock Exchange ) and NETFORFUN.com Inc. ( a Canadian
public  Company  seeking  a  listing  on  CDNX  ). Mr. Kennedy is available upon
request  to the Company to advise on General Management issues such as Marketing
and  Relations  with  industry  participants.

     Gary  Risidore  is the President and a Director of the Company. During 1995
and  1996,  he  was  a  member  of  the  senior  management  team  with  Generex
Biotechnology Corp. (GNBT-NASDAQ), a Biotechnology Company. From 1997 to 1999 he
was  the  President  and  a  Director of IVP Technologies Corp. IVP Technologies
markets  and  distributes,  by  virtue  of  a  Software  Distribution Agreement,
software  that is an enterprise oriented, remote-data collection, management and
reporting  system.  He  has  worked  with Greatway Global Communications Corp.(a
networking  and  telecommunications  company  )  since 1998. He has successfully
developed  complete  turnkey  projects  in  the  industrial  sector. He provided
consulting  services  for  Greatway Global Communications Corp.(a networking and
telecommunications  company  )  commencing  April  1998 and became President and
Director  of  Greatway in April, 1999. From April 1999 until mid September 2000,
Mr.  Risidore  was  engaged  on a full time basis with Greatway and the Company.
Since  mid-September,  2000  Mr.  Risidore  has  been convalescing from physical
ailments  and  is  not  active  in  the  Company  and  its  business.

     Alan  Irwin,  B.A., LL.B. is a Director of the Company. In 1995 and 1996 he
was  the  Director  and President of Typhon Industries Ltd., a public company in
recreation  and  entertainment. Since 1997 he has been the developer of Greatway
Global  Communications  Corp.  in  product  and  business.  He  brings  with him
expertise  in  new  business development, mergers and acquisitions, divestitures
and various financing arrangements for both publicly held and private company's.
Mr.  Irwin is the Chief Operating Person, a Director of the Company and provides
Management  services  as  a  representative  of  Macwin  Investments,  Inc.

     Under Section 3 of ARTICLE III of the Bylaws, the directors serve until the
next  annual meeting of the shareholders, at which time directors are elected by
the  shareholders.  A  director  is to hold office until his or her successor is
elected.  If  a  director  vacates  his  or  her position during that director's
tenure,  his  or  her  replacement  is  filled  by  a  majority of the remaining
directors,  of  the  shareholders  if  no  directors  remain.

(b)   IDENTIFY  SIGNIFICANT  EMPLOYEES
--------------------------------------

     There  are  no employees with the Company. The following provide Consulting
services  to  the  Company:

     Name, Municipality of Residence    Age    Length  of  Service
     -----------------------------------------------------------------

     Chris  Besignano                    24    Chief  Technology  Person
     Toronto,  Ontario                           since  November  1999
     Canada

     Lorna  Irwin                        49    Principal  Financial  Person
     Toronto,  Ontario                           since  November  1999
     Canada


<PAGE>
                              14

     Peter  Madziak                      36    Senior  Software  Engineer
     Guelph,  Ontario                            since September 2000
     Canada

     Lisa  Bailey                        44    Senior  Financial  Advisor
     Perth,  Ontario                             since  November  1999
     Canada

     Chris  Besignano  - started with Greatway in April, 1999 and continues with
the  project  and  the  Company  to  date.  From November 1998 to March 1999, he
studied software programming at Praxis Training Institute of Technology (Ottawa,
Canada);  from  May 1998 to October 1998, he was in technical support with Xerox
Corp.  Of  Canada;  and  from  January  1997  to May 1998, he studied Electronic
Engineering  at  Algonquin  College  in  Ottawa, Canada. For 1996 he studied and
traveled.  He  has experience with software engineering, product integration and
project  management.  He  has  experience  in  the  design,  development  and
implementation  of  cross  platform  applications  and is currently managing the
Company's  asset  management  division.

     Lorna  Irwin - is the full time Principal Financial Person with the Company
and  is also the controlling shareholder of Macwin Investments Inc., an Ontario,
Canada  Private  Corporation,  and  Macwin  Investments  Inc. is the controlling
shareholder  of  Greatway,  and  Greatway  is the controlling shareholder of The
Company. For the past 13 years, Lorna Irwin has operated Macwin Investments Inc.
and  Macwin  Consulting  Inc.  (also an Ontario, Canada Private Corporation) and
both  Companies offer financing and consulting services, para legal services and
bookkeeping  and  portfolio  management  services  to various private and public
companies.

     Peter Madziak is a full time Computer Scientist and software programmer for
the  Company.  He  has  a  Bachelor  and  Masters  of  Sciences  degree from the
University of Western Ontario (Canada). From January 1995 to June 1997, he was a
Doctoral  Candidate  and  teacher at the University of Ottawa (Canada); from May
1997  to August 2000 he was a teacher at Prazis Training Institute of Technology
at  Ottawa,  Canada; and from September 2000 to date he has devoted full time to
the  Company.  His  expertise  is  Video  Technologies.

     Lisa  Bailey  is  a member of the Institute of Chartered Accountants and is
licensed  to  practice  in Ontario, Canada by the Ontario Institute of Chartered
Accountants.  Ms.  Bailey  articled and practiced with Touche Ross (now Deloitte
Touche)  in  Toronto  mainly  as a member of the Bell-Northern audit team. Since
1984  she  has been in private practice and specializes in the area of planning,
administration and management of businesses. Currently practicing in the Ottawa,
Canada  area  Ms.  Bailey has acted as the Senior Financial advisor to Greatway,
and  now,  the  Company and provides assistance in matters of financial planning
and  projections.

     Chris  Besignano  and  Peter  Madziak  are  consulting  software developers
retained  by the Company on a monthly basis to test, modify for applications and
develop  new features and functions for the Company's software and technologies.
They  are  each  currently contracted for services on the basis of $3,900 US per
month.

     Lorna  Irwin,  being  the  Principal  Financial Person, provides management
services  as  a  representative  of  Macwin  Investments  Inc.  She  receives no
compensation  from  the  Company.


<PAGE>
                                       15

     Lisa  Bailey  is available upon request to the Company to advise on general
financial  matters  and to assist in the preparation of financial statements and
projections.

     The  Company has entered into a Management Contract with Macwin Investments
Inc.  for  Management,  Marketing  and Professional services upon such terms and
conditions  as  described  and  set  forth  in Exhibit No. 10.2, Page 20 herein.

(c)     COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT:
-----------------------------------------------------------------

     Not  applicable.


ITEM  10.  EXECUTIVE  COMPENSATION
----------------------------------

     None of the Officers or directors receive any compensation at this time. No
employee,  officer,  or  director  of  the  Company  has  any  form of long-term
compensation,  including  (  but  not  limited  thereto)  qualified  or
non-qualified  stock options,  warrants,  incentive  plans,  SAR's,  stock bonus
plans,  retirement  plans,  or  otherwise.

     Amount  of  time  devoted  to the Company's business by Officers/Directors:

     Alan  Irwin,  Director                    -     100%
     Alex  Kennedy,  Director/Secretary        -      30%
     Gary  Risidore,  Director/President       -       5%

     Amount  of  time devoted to the Company's business by Significant others as
stated  in  ITEM  9  (b)  above:

     Lorna  Irwin                              -     100%
     Chris  Besignano                          -     100%
     Peter  Madziak                            -     100%
     Lisa  Bailey                              -      30%


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

(a)   SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS
      ----------------------------------------------------

     The  following  persons  (including any group as defined in Regulation S-B,
Section  228.403)  are known to the Company, as the issuer, to be the beneficial
owner  of  more  than  five  percent  of  any  class of the said issuer's voting
securities:

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

Common    Brigand Capital Corp.     500,300       17.23
          120 Adelaide St. W.,
          Toronto, Ontario
          M5H 1T1


<PAGE>
                                       16

Common    Greatway Global         2,000,000       68.87
          Communications Corp.
          80 Richmond St. W.,
          Toronto, Ontario
          M5H 2A4

TOTAL                             2,500,300       86.10

          (1)  Brigand  Capital  Corp.  is  an  Ontario,  Canada  corporation.
               V.T.Franszke  is  the  sole  stockholder  of  that  Company.

          (2)  Greatway  Global  Communications  Corp.  is  an  Ontario,  Canada
               Corporation.

               (a)  Macwin  Investments  Inc.,  an  Ontario,  Canada Corporation
                    holds  82%  of  the  common  shares  of  Greatway  Global
                    Communcations  Corp.  Lorna  Irwin has controlling ownership
                    and  is  the  sole  stockholder  of Macwin Investments, Inc.

               (b)  125739  Canada,  Inc.,  a Canadian Private Corporation holds
                    18%  of  the common shares of Greatway Global Communications
                    Corp. Kenneth Stewart, personally, and 147854 Canada Inc., a
                    Canadian  Private  Corporation,  in which Kenneth Stewart is
                    the  controlling  stockholder,  are  the  controlling
                    stockholders  of  125739  Canada  Inc.

(b)   SECURITY  OWNERSHIP  OF  MANAGEMENT
      -----------------------------------

     The  following  information  lists,  as  to  each  class, equity securities
beneficially  owned  by  all  directors.

<TABLE>
<CAPTION>
          Name and               Amount and
          Address of             Nature of
Title of  Beneficial             Beneficial  Percentage
Class     Owner                  Owner       of Class
--------  ---------------------  ----------  ----------
<S>       <C>                    <C>         <C>
Common    Alan  Irwin             1,640,000       56.47
          R.R.  #2,
          Godfrey,  Ontario
          KOH  1TO

<FN>
     (1)  Alan  Irwin  is  the  spouse  of  Lorna Irwin. Lorna Irwin is the sole
     shareholder  of  Macwin  Investments, Inc., an Ontario, Canada Corporation.
     Macwin  Investments,  Inc.  is  the majority stockholder of Greatway Global
     Communications  Corp.
</TABLE>

NOTE  TO  (A)  AND  (B)  ABOVE: As to the beneficial ownership of the securities
listed  above in (a) and (b),  no such  owner  has the right to  acquire  within
sixty  (60)  days  or  otherwise,  the  right  to  acquire  shares from options,
warrants,  right,  conversion  privileges,  or  similar  obligations.

(c)  CHANGES  IN  CONTROL
     --------------------

     There  are  no  arrangements which may result in a change in control of the
Company.


ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS
-------------------------------------------------------------

     Since  April  1,2000 the Company has been provided with monies and services
for  the  Company's  activities  in the amount of $386,027 by Macwin Investments
Inc.  Macwin  Investments  Inc.,  a Ontario, Canada private Corporation owned by
Lorna  Irwin,  the  spouse  of  Alan  Irwin,  a Director of the Company.  Macwin


<PAGE>
                                       17

Investments  is  the  controlling  shareholder of Greatway Global Communications
Corp.,  the  holder  of  68.87%  of  the  common  stock  of  the  Company.

     Macwin  Investments Inc. has provided management services to the Company in
the  amount of $l98,900 and monies in the amount of $187,127 for the purchase of
equipment,  general  and  administrative  expenses  and research and development
expenses.  To  date  $20,425  of  the monies advanced have been repaid to Macwin
Investments  Inc.

     The outstanding advances in the amount of $365,602 are non-interest bearing
and  have  no  fixed  term  for  repayment.

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

(a)     Exhibit  No.     Description
        -----------      ---------------------------------------

        2                Bill  of Sale filed to the Registrant's Form 10-SB on 2
                         November,  2000,  Page  E-1
        3.1              Articles  of Incorporation of Crown International, Inc.
                         filed  to  the  Registrant's  Form 10-SB on 2 November,
                         2000,  Page  E-5
        3.2              Bylaws  of  Crown  International,  Inc.  filed  to  the
                         Registrant's  Form 10-SB on 2 November, 2000, Page E-10
        10               Letter of Intent filed to the Registrant's 10-SB/A on 1
                         May,  2001,  Page  E-30
       10.2              Management  Contract  filed  to  the  registrant's Form
                         10KSB on July 12,2001, Page 20.

---------------------
*Filed  herewith

(b)  Form 8-K - No reports on Form 8-K were filed during the last quarter of the
     period  covered  by  this  report.


<PAGE>
                                       18


                            CROWN INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

                                 MARCH 31, 2001




<PAGE>
                            CROWN INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)


                                    CONTENTS
                                    --------


                                                                       PAGE

Independent  Auditor's  Report                                           1

Financial  Statements:

  Balance  Sheets                                                        2

  Statements  of  Operations  and
  Comprehensive  Income                                                  3

  Statements  of  Changes  in  Stockholders'
  Equity  (Deficit)                                                      4

  Statements  of  Cash  Flows                                          5 - 6

  Notes  to  Financial  Statements                                     7 - 12



<PAGE>
                            CROWN INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                             MARCH 31, 2001 AND 2000



                                     ASSETS
                                     ------
                                                       2001            2000
                                                       ----            ----

CURRENT  ASSETS
  Cash                                              $     993        $    170

COMPUTER  AND  OFFICE  EQUIPMENT-  net  of
  accumulated  depreciation  of  $6,144
  and  $1,683,  respectively.                          24,048          18,517
                                                    ----------       --------

TOTAL  ASSETS                                       $  25,041        $ 18,687
                                                    ==========       ========


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ---------------------------------------------

CURRENT  LIABILITIES
  Accounts  payable                                 $  21,248        $      -

DUE  TO  AFFILIATE                                    365,602               -

COMMITMENTS

STOCKHOLDERS'  EQUITY  (DEFICIT)                     (361,809)         18,687
                                                    ----------       --------

TOTAL LIABILITIES AND STOCKHOLDERS'
  EQUITY  (DEFICIT)                                 $  25,041        $ 18,687
                                                    ==========       ========



                Read accompanying Notes to Financial Statements.
                                       -2-

<PAGE>
<TABLE>
<CAPTION>
                            CROWN INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
                       YEARS ENDED MARCH 31, 2001 AND 2000
                                       AND
         PERIOD FROM DECEMBER 6, 1996 (INCEPTION) THROUGH MARCH 31, 2001

                                                                  December 6,
                                                                      1996
                                      Year Ended    Year Ended    (Inception)
                                      March 31,     March 31,     to March 31,
                                         2001          2000           2001
                                     ------------  ------------  --------------
<S>                                  <C>           <C>           <C>
REVENUES                             $         -   $         -   $           -
                                     ------------  ------------  --------------

EXPENSES
 General and administrative              278,761           150         280,031
 Software research and development
  costs                                   95,870       850,000         945,870
 Depreciation                              4,461         1,683           6,144
                                     ------------  ------------  --------------

     Total Expenses                      379,092       851,833       1,232,045
                                     ------------  ------------  --------------

NET (LOSS)                              (379,092)     (851,833)     (1,232,045)

OTHER COMPREHENSIVE INCOME
 Foreign currency translation
  adjustments                             (1,404)            -          (1,404)
                                     ------------  ------------  --------------

COMPREHENSIVE INCOME (LOSS)          $  (380,496)  $  (851,833)  $  (1,233,449)
                                     ============  ============  ==============

(LOSS) PER SHARE                     $      (.13)  $      (.50)  $        (.77)
                                     ============  ============  ==============

WEIGHTED AVERAGE NUMBER OF SHARES
 OUTSTANDING                           2,903,900     1,707,279       1,606,232
                                     ============  ============  ==============
</TABLE>


                Read accompanying Notes to Financial Statements.
                                       -3-

<PAGE>
<TABLE>
<CAPTION>
                                             CROWN INTERNATIONAL, INC.
                                           (A DEVELOPMENT STAGE COMPANY)
                              STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                          PERIOD FROM DECEMBER 6, 1996 (INCEPTION) THROUGH MARCH 31, 2001


                                                                          Deficit
                                                                         Accumulated     Accumulated
                                       Common Stock         Additional   During the        Other
                                 Number of        Par        Paid-In     Development    Comprehensive
                                   Shares        Value       Capital        Stage          Income         Total
                                ------------  -----------  -----------  -------------  ---------------  ----------
<S>                             <C>           <C>          <C>          <C>            <C>              <C>
April 4, 1997 - Common shares
 issued for cash                     903,900  $       904  $       536  $          -   $            -   $   1,440

Net loss through March 31,
 1999                                      -            -            -        (1,120)               -      (1,120)
                                ------------  -----------  -----------  -------------  ---------------  ----------

Balance - March 31, 1999             903,900          904          536        (1,120)               -         320

November 5, 1999 - Common
 shares issued in acquisition
 of office and computer
 equipment and research and
 development costs                 2,000,000        2,000      868,200             -                -     870,200

Net (loss)                                 -            -            -      (851,833)               -    (851,833)
                                ------------  -----------  -----------  -------------  ---------------  ----------

Balance - March 31, 2000           2,903,900        2,904      868,736      (852,953)               -      18,687

Net (loss)                                 -            -            -      (379,092)               -    (379,092)

Foreign currency translation
 adjustments                               -            -            -             -           (1,404)     (1,404)
                                ------------  -----------  -----------  -------------  ---------------  ----------

Balance - March 31, 2001           2,903,900  $     2,904  $   868,736  $ (1,232,045)  $       (1,404)  $(361,809)
                                ============  ===========  ===========  =============  ===============  ==========
</TABLE>


                Read accompanying Notes to Financial Statements.
                                       -4-

<PAGE>
<TABLE>
<CAPTION>
                                  CROWN INTERNATIONAL, INC.
                                (A DEVELOPMENT STAGE COMPANY)
                                   STATEMENTS OF CASH FLOW
                             YEARS ENDED MARCH 31, 2001 AND 2000
                                             AND
               PERIOD FROM DECEMBER 6, 1996 (INCEPTION) THROUGH MARCH 31, 2001


                                                                               December 6,
                                                                                   1996
                                                   Year Ended    Year Ended    (Inception)
                                                   March 31,     March 31,     to March 31,
                                                      2001          2000           2001
                                                  ------------  ------------  --------------
<S>                                               <C>           <C>           <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss)                                      $  (379,092)  $  (851,833)  $  (1,232,045)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
    Depreciation                                        4,461         1,683           6,144
    Foreign currency translation adjustments           (1,404)            -          (1,404)
    Common stock issued for purchased research
     and development costs                                  -       850,000         850,000
    Increase in accounts payable                       21,248             -          21,248
                                                  ------------  ------------  --------------
NET CASH USED IN OPERATING ACTIVITIES                (354,787)         (150)       (356,057)
                                                  ------------  ------------  --------------

CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of computer equipment                        (9,992)            -          (9,992)
                                                  ------------  ------------  --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase in amount due to affiliate                 365,602             -         365,602
  Proceeds from issuance of common stock                    -             -           1,440
                                                  ------------  ------------  --------------
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES       365,602             -         367,042
                                                  ------------  ------------  --------------

NET INCREASE (DECREASE) IN CASH                           823          (150)            993

CASH - BEGINNING                                          170           320               -
                                                  ------------  ------------  --------------
CASH - ENDING                                     $       993   $       170   $         993
                                                  ============  ============  ==============
</TABLE>


                Read accompanying Notes to Financial Statements.
                                       -5-

<PAGE>
<TABLE>
<CAPTION>
                                CROWN INTERNATIONAL, INC.
                              (A DEVELOPMENT STAGE COMPANY)
                           STATEMENTS OF CASH FLOW (CONTINUED)
                           YEARS ENDED MARCH 31, 2001 AND 2000
                                           AND
             PERIOD FROM DECEMBER 6, 1996 (INCEPTION) THROUGH MARCH 31, 2001


                                                                            December 6,
                                                                                1996
                                                 Year Ended   Year Ended    (Inception)
                                                  March 31,    March 31,    to March 31,
                                                    2001         2000           2001
                                                 -----------  -----------  --------------
<S>                                              <C>          <C>          <C>
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING
 AND FINANCING ACTIVITIES:

  Common stock issued in acquisition of office
  and computer equipment and purchased research
  and development costs.                         $         -  $   870,200  $      870,200
                                                 ===========  ===========  ==============
</TABLE>



                Read accompanying Notes to Financial Statements.
                                       -6-

<PAGE>
                            CROWN INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             MARCH 31, 2001 AND 2000



NOTE  1.  ORGANIZATION
          ------------

          Crown  International,  Inc. was incorporated on December 6, 1996 under
          the  laws  of  the State of Florida and has a fiscal year ending March
          31.  Initially,  the  company  was  engaged  in  the  acquisition  and
          renovation  of foreclosed residential homes for resale. The Company is
          now  focussing  on further developing and marketing its acquisition of
          intellectual  property (communication software) referred to in Note 3.
          When  fully  developed,  the  software  will  permit users to interact
          simultaneously  with  other  users  regardless  of  their  geographic
          location.  The  Company's  headquarters  is  in  Toronto,  Canada.

          The  Company has no revenues to date. Since inception, the Company has
          been  dependent  upon  the  receipt  of  capital  investment  or other
          financing to fund its continuing activities. In addition to the normal
          risks  associated  with  a  new  business  venture,  there  can  be no
          assurance  that the Company's product development will be successfully
          completed  or  that  it  will  be  a  commercial success. Further, the
          Company is dependent upon certain related parties to provide continued
          funding  and  capital  resources.

NOTE  2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
          ----------------------------------------------

          COMPUTER  AND  OFFICE  EQUIPMENT
          --------------------------------

          Computer  and  office equipment are recorded at cost. Expenditures for
          major  betterments  and  additions are capitalized while replacements,
          maintenance and repairs which do not improve or extend the life of the
          respective  assets,  are  expensed.

          Depreciation  is  computed  by the straight-line method over estimated
          useful  lives  of  five  years.


                                       -7-

<PAGE>
                            CROWN INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             MARCH 31, 2001 AND 2000


NOTE  2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)
          ----------------------------------------------------------

          INCOME  TAXES
          -------------

          Deferred  income  taxes are provided for differences between the basis
          of  assets  and  liabilities for financial and income tax reporting. A
          valuation  allowance is provided against deferred income tax assets in
          circumstances where management believes recoverability of a portion of
          the  assets  is  not  reasonably  assured.

          (LOSS)  PER  SHARE
          ------------------

          (Loss)  per  share  is computed by dividing net (loss) for the year by
          the  weighted  average  number  of  shares  outstanding.

          COMPREHENSIVE  INCOME
          ---------------------

          SFAS  No.  130, "Reporting Comprehensive Income" establishes standards
          for  reporting  and  presentation  of  changes in stockholders' equity
          resulting from non-owner sources. Comprehensive income is the total of
          net  income  (loss)  and  other comprehensive income. For the Company,
          other  comprehensive  income is comprised entirely of foreign currency
          translation  adjustments.

          STATEMENT  OF  CASH  FLOWS
          --------------------------

          For purposes of this statement the Company considers all highly liquid
          investments  with  an  original maturity of three months or less to be
          cash  equivalents.

          USE  OF  ESTIMATES
          ------------------

          Management  uses  estimates  and  assumptions  in  preparing financial
          statements  in  accordance  with  generally  accepted  accounting
          principles.  Those  estimates  and  assumptions  affect  the  reported
          amounts  of  assets  and


                                       -8-
<PAGE>
                            CROWN INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             MARCH 31, 2001 AND 2000



NOTE  2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)
          ----------------------------------------------------------

          USE  OF  ESTIMATES  (CONTINUED)
          ------------------------------

          liabilities,  the disclosure of contingent assets and liabilities, and
          the  reported revenues and expenses. Accordingly, actual results could
          vary  from  the estimates that were assumed in preparing the financial
          statements.

NOTE  3.  SOFTWARE  RESEARCH  AND  DEVELOPMENT  COSTS
          -------------------------------------------

          On  November  5,  1999,  the  Company  purchased intellectual property
          (communications  software)  valued  at $850,000. This software has not
          yet been fully developed and/or marketed. Under Statement of Financial
          Accounting  Standards  No.  86,  "Accounting for the Costs of Computer
          Software to be Sold, Leased, or Otherwise Marketed," costs incurred to
          establish  the  technological  feasibility  are  expensed as incurred.
          Technological feasibility is established when all planning, designing,
          coding,  and  testing  activities  necessary  to  determine  that  the
          software  can be produced according to design specifications have been
          completed.  To  date,  all  costs  have  been  expensed.

NOTE  4.  INCOME  TAXES
          -------------

          As  of  March  31,  2001,  the  Company  has  a  net  operating  loss
          carryforward  for  income  tax  purposes  of  approximately  $100,200
          expiring  through  March  31, 2021, available to offset future taxable
          income.  No deferredincome taxes have been recorded due to the Company
          having  no history of profitable operations. Significant components of
          the  Company's  net  deferred  income  tax  asset


                                       -9-
<PAGE>
                            CROWN INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             MARCH 31, 2001 AND 2000



NOTE  4.  INCOME  TAXES  (CONTINUED)
          -------------------------

          are  as  follows:

               Start-up  expenditures                     $426,300
               Net  operating  loss  carryforward           37,700
                                                          ---------
                                                           464,000
               Less:  Valuation  allowance                (464,000)
                                                          ---------

               Net  deferred  income  tax  asset          $      -
                                                          =========


          The  reconciliation  of  income  tax (benefit) computed at the federal
          statutory  rate  to  income  tax  expense  (benefit)  is  as  follows:

            Tax  (benefit)  at  federal  statutory
             rate                                           (34.00)%
            State  tax  (benefit),  net  of  federal
             benefit                                         (3.63)
            Valuation  allowance                             37.63
                                                            ------

            Tax  provision  (benefit)                        00.00%
                                                            ======

NOTE  5.  CAPITAL  STOCK
          --------------

          The  Company  has authorized 50,000,000 common shares with a par value
          of  $.001 per share. On November 5, 1999, 2,000,000 common shares were
          issued  in  acquisition  of  office  and  computer  equipment  and
          intellectual property/ purchased research and development costs valued
          at  $870,200.  As  of March 31, 2001 and 2000, 2,903,900 common shares
          were  issued  and  outstanding.

NOTE  6.  RELATED  PARTY  TRANSACTIONS
          ----------------------------

          DUE  FROM  AFFILIATE
          --------------------

          The  Company  engaged  in various transactions with a Canadian company
          wholly-owned  by  the spouse of one of the Company's directors. During
          the  years  ended  March  31,


                                      -10-
<PAGE>
                            CROWN INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             MARCH 31, 2001 AND 2000



NOTE  6.  RELATED  PARTY  TRANSACTIONS  (CONTINUED)
          ----------------------------------------

          DUE  FROM  AFFILIATE  (CONTINUED)
          --------------------------------

          2001  and  2000,  these  transactions  are  summarized  as  follows:

          Management  Fees  -  On  April  1,  2000,  the  Company entered into a
          ----------------
          management  agreement  to  provide  administrative,  professional  and
          marketing  services  for a yearly fee of Cdn$300,000 (US$198,900). The
          agreement  can  be  terminated  upon  thirty  days  written  notice.

          Office Rent - The  Company leased office space for an annual rental of
          -----------
          Cdn$18,000 (US$11,900).

          In  addition,  the  Canadian  company  makes  advances and/or pays for
          software research and development costs and general and administrative
          expenses  on behalf of the Company. As of March 31, 2001 and 2000, the
          amount due this company was $365,602 and $0, respectively. The amounts
          due  do  not  bear  interest  and  have  no  fixed term for repayment.
          Subsequent to March 31, 2001, additional net advances of approximately
          $56,500  were  made.

NOTE  7.  COMMITMENTS
          -----------

          In  addition  to  the  leased  office space referred to in Note 6, the
          Company  leases  other  administrative  and  software  development
          facilities  on  a  month-to-month  basis for $398 and under a one year
          operating  lease  for  a  monthly  rental of $698 expiring October 31,
          2001.

          The  Company  also  leases  computer  equipment  under  noncancelable
          operating  leases  expiring  through  March  2005.

          Future  minimum  lease  payments  due under these leases for the years
          ending  subsequent  to  March  31,  2001  are  as


                                      -11-
<PAGE>
                            CROWN INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             MARCH 31, 2001 AND 2000



NOTE  7.  COMMITMENTS  (CONTINUED)
          -----------------------

          follows:

                      March 31,                    Amount
                      ---------                    ------

                        2002                      $  9,165
                        2003                         4,277
                        2004                         2,655
                        2005                         1,189
                                                  --------

                      Total                       $ 17,286
                                                  ========



                                      -12-
<PAGE>

                          INDEPENDENT AUDITOR'S REPORT

To  The  Board  of  Directors
Crown  International,  Inc.

We  have  audited the accompanying balance sheets of Crown International, Inc.(a
development  stage  company),  as  of  March  31,  2001 and 2000 and the related
statements  of  operations  and  comprehensive  income, changes in stockholders'
equity (deficit) and cash flows for the years then ended and for the period from
December  6, 1996 (inception) through March 31, 2001. These financial statements
are  the  responsibility  of the Company's management.  Our responsibility is to
express  an  opinion  on  these  financial  statements  based  on  our  audit.

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

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the financial position of Crown International, Inc. (a
development stage company) as of March 31, 2001 and 2000, and the results of its
operations  and  its cash flows for the years then ended and for the period from
December  6,  1996  (inception)  through  March  31,  2001  in  conformity  with
accounting  principles  generally  accepted  in  the  United  States.

By:  /s/  Earl  M.  Cohen
-------------------------

Earl M. Cohen , C.P.A/P.A
June  27,  2001
Boca Raton, Florida


<PAGE>
                                       19

                                   SIGNATURES
                                   ----------

     In  accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused  this  Form  10-KSB  to be signed on its behalf by the undersigned in the
capacities  and  on  the  dates  indicated,  thereunto  duly  authorized.


                                    CROWN  INTERNATIONAL,  INC./FL
                                    (Registrant)


Dated:  20 August, 200l             By:  /s/  ALAN  IRWIN
                                    -----------------------------
                                    ALAN  IRWIN,  Director  and
                                    Chief  Operating  Person

Dated:  20 August, 2001             By:  /s/  ALEX  KENNEDY
                                    -----------------------------
                                    ALEX  KENNEDY,  Director  and
                                    Secretary

Dated:  20 August, 2001             By:  /s/  LORNA  IRWIN
                                    -----------------------------
                                    LORNA  IRWIN,
                                    Principal  Financial  Person



<PAGE>