<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A

(Mark One)

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

For the Fiscal Year ended August 31, 2001.

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

For the transition period from _____________to______________

                          Commission File No. 000-27773

                          BANKENGINE TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)
            (Formerly known as Callmate Telecom International, Inc.)


                  Florida                                      59-313-4518
----------------------------------------------               ----------------
(State or other jurisdiction of Incorporation)               (I.R.S. Employer
                                                            Identification No.)

         725 Port St. Lucie Blvd., Suite 103, Port St. Lucie, FL, 34984
         --------------------------------------------------------------
                    (Address of principal executive offices)

Registrant's telephone number, including area code:   (888) 672-5935.


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

    Title of each Class          Name of each Exchange on which Registered
    -------------------          -----------------------------------------
       Not Applicable                                None

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

                         Common Stock, $0.001 Par Value
                         ------------------------------
                                (Title of Class)

         Indicate by check mark 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 preceding 12 months (or for such shorter prior 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 [ ]


         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not 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.
Yes [ ]   No [X]


<PAGE>


         The issuer's net sales for the most recent fiscal year were $121,423.

         The aggregate market value of the voting stock held by non-affiliates
based upon the last sale price on January 10, 2001 was approximately $168,026.79

         As of January 11, 2002 there were 17,115,893 shares of Common Stock,
par value $0.001 per share, outstanding.


<PAGE>


                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         This amendment to the annual report on Form 10-KSB/A contains
forward-looking statements as defined by the Private Securities Litigation
Reform Act of 1995. Forward-looking statements include statements concerning
plans, objectives, goals, strategies, future events or performance and
underlying assumptions and other statements, which are other than statements of
historical facts. These statements are subject to uncertainties and risks
including, but not limited to, product and service demand and acceptance,
changes in technology, economic conditions, the impact of competition and
pricing, government regulation, and other risks defined in this document and in
statements filed from time to time with the Securities and Exchange Commission.
All such forward-looking statements are expressly qualified by these cautionary
statements and any other cautionary statements which may accompany the forward
looking statements. BankEngine Technologies, Inc. disclaims any obligations to
update any forward-looking statements to reflect events or circumstances after
the date hereof.


                                EXPLANATORY NOTE

         For purposes of this Amendment No. 1 (this "Amendment") to the annual
report on Form 10-KSB, for the period ending August 31, 2001 (the "Annual
Report"), and in accordance with Rule 12b-15 under the Securities Exchange Act
of 1934, as amended, BankEngine Technologies, Inc. hereby amends and restates
Item 7 of Part II of the Annual Report. In order to preserve the nature and
character of the disclosures set forth in the Annual Report, this Amendment does
not reflect events occurring after the filing of the Annual Report, or modify or
update those disclosures in any way, except to amend and restate Item 7 of Part
II. This Amendment should be read in conjunction with the Annual Report


<PAGE>


Item 7.  Financial Statements

REPORT OF INDEPENDENT AUDITORS TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF
BANKENGINE TECHNOLOGIES, INC.

We have audited the accompanying revised consolidated balance sheets of
BankEngine Technologies, Inc. (formerly Callmate Telecom International, Inc,
successor to Webengine Technologies, Inc.), (incorporated in Florida) as of
August 31, 2001 and 2000 and the related revised consolidated statements of
operations, cash flows and changes in stockholders' equity for each of the years
ended August 31, 2001 and 2000. These revised consolidated financial statements
are the responsibility of the company's management. Our responsibility is to
express an opinion on these revised consolidated financial statements based on
our audits.

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

In our opinion, these revised consolidated financial statements referred to
above present fairly, in all material respects, the revised consolidated
financial position of BankEngine Technologies, Inc. as of August 31, 2001 and
2000 and the revised consolidated results of its operations and its cash flows
for each of the years ended August 31, 2001 and 2000 in conformity with
generally accepted accounting principles in the United States of America.



Schwartz Levitsky Feldman LLP
Chartered Accountants

Toronto, Ontario
December 3, 2001, except for notes 1, 8, 10, and 13
which are as of December 27, 2001


<PAGE>



BANKENGINE TECHNOLOGIES, INC.
(Formerly Callmate Telecom International, Inc.)
(Successor to WebEngine Technologies, Inc.)
Revised Consolidated Balance Sheet
As of August 31, 2001 and 2000
(Amounts Expressed in US Dollars)

<TABLE>
<CAPTION>
                                                                   2001        2000

                                                                     $           $

<S>                                                               <C>          <C>
ASSETS
Current

Cash and cash equivalents                                         256,370      63,567
Funds held on deposit                                             291,907           0
Accounts receivable                                                 7,033      78,997
Prepaid expenses and sundry                                         5,614         571
                                                                 --------    --------
                                                                  560,924     143,135

CAPITAL ASSETS, net of accumulated depreciation                    12,223       9,736
                                                                 --------    --------

                                                                  573,147     152,871
                                                                 --------    --------

LIABILITIES

Current

Accounts payable                                                  355,735      30,878
Income taxes payable                                               50,000           0
Loans from stockholders                                           123,187     116,691
                                                                 --------    --------

                                                                  528,922     147,569
                                                                 --------    --------


STOCKHOLDERS' EQUITY

Common stock                                                          130         130

Additional paid in capital                                        448,176     212,719

Accumulated deficit                                              (391,755)   (209,314)
Accumulated other comprehensive income (loss) net of tax          (12,326)      1,767
                                                                 --------    --------

                                                                   44,225       5,302
                                                                 --------    --------

                                                                  573,147     152,871
                                                                 --------    --------
</TABLE>

The accompanying notes are an integral part of these consolidated financial
Statements.

Approved on behalf of the Board


<PAGE>

BANKENGINE TECHNOLOGIES, INC.
(Formerly Callmate Telecom International, Inc.)
(Successor to WebEngine Technologies, Inc.)
Revised Consolidated Statement of Operations
For the years ended August 31, 2001 and 2000
(Amounts Expressed in US Dollars)

<TABLE>
<CAPTION>
                                                        2001            2000
                                                         $                $

<S>                                                  <C>             <C>
Revenue                                                 121,423         241,496

Cost of revenues                                         68,596         146,427
                                                    -----------     -----------

Gross profit                                             52,827          95,069
                                                    -----------     -----------

Selling, general and administrative expenses            232,405         216,506
Depreciation                                              2,863           2,018
                                                    -----------     -----------
                                                        235,268         218,524
                                                    -----------     -----------

Net income (loss)                                      (182,441)       (123,455)
                                                    -----------     -----------


Net income (loss) per common share                        (0.01)          (0.01)


Weighted average number of
Common shares outstanding                            15,410,595      12,000,000
</TABLE>


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

<PAGE>

BANKENGINE TECHNOLOGIES, INC.
(Formerly Callmate Telecom International, Inc.)
(Successor to WebEngine Technologies, Inc.)
Revised Consolidated statements of changes in Stockholders Equity
For the years ended August 31, 2001 and 2000 (Amounts Expressed in US Dollars)


<TABLE>
<CAPTION>
                                            Common Stock                                                           Accumulated
                                        --------------------    Additional      Accumulated   Comprehensive    Other Comprehensive
                                         Shares        Amount     Paid in          Deficit     Income (Loss)      Income (Loss)
                                                                  Capital
                                                          $           $               $               $                  $

<S>                                     <C>              <C>        <C>            <C>             <C>                 <C>
Balance, August 31, 1999                12,000,000       130        335,321         (85,859)                                --

Cancellation of shares                                             (122,602)

Net loss for the year                                                              (123,455)       (123,455)

Foreign currency translation
Adjustment                                                                                            1,767              1,767
                                        --------------------------------------------------------------------------------------
Balance, August 31, 2000                12,000,000       130        212,719        (209,314)       (121,688)             1,767


Shares issued on acquisition             5,115,893                  235,457

Net loss for the year                                                              (182,441)       (182,441)

Foreign currency translation
Adjustment                                                                                          (14,093)           (14,093)
                                        --------------------------------------------------------------------------------------
Balance, August 31, 2001                17,115,893       130        448,176        (391,755)       (196,534)           (12,326)
                                        --------------------------------------------------------------------------------------
</TABLE>


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

<PAGE>



BANKENGINE TECHNOLOGIES, INC.
(Formerly Callmate Telecom International, Inc.)
(Successor to WebEngine Technologies, Inc.)
Revised Consolidated Statement of Cash Flows
For the years ended August 31, 2001 and 2000
(Amounts Expressed in US Dollars)

<TABLE>
<CAPTION>
                                                              2001       2000
                                                               $           $

<S>                                                         <C>         <C>
OPERATING ACTIVITIES

Net (loss)                                                  (182,441)   (123,455)
                                                            --------    --------
Adjustments to reconcile net  (loss)
to net cash used by operating activities

Depreciation                                                   2,863       2,018
(Increase) decrease in accounts receivable                    73,540      76,420
Decrease in funds on deposit                                 303,006          --
(Increase) decrease in prepaid expenses and sundry assets     (5,387)      1,317
Increase (decrease) in accounts payable                       10,706      21,865
                                                            --------    --------
Total adjustments                                            384,728     101,620
                                                            --------    --------
Net cash provided by (used in) operating activities          202,287     (21,835)
                                                            --------    --------

Investing activities
Acquisition of capital assets                                 (5,896)     (5,243)
                                                            --------    --------
Net cash  (used in) investing activities                      (5,896)     (5,243)
                                                            --------    --------

Financing activities
Advances (repayment) of loans                                 11,531      (4,946)
                                                            --------    --------
Net cash provided by (used in) financing activities           11,531      (4,946)
                                                            --------    --------

Effects of changes in Foreign currency rates                 (15,119)        848
                                                            --------    --------

Increase (decrease) in cash                                  192,803     (31,176)
Cash and cash equivalents, beginning of year                  63,567      94,743
                                                            --------    --------
Cash and cash equivalents, end of year                       256,370      63,567
                                                            --------    --------

Interest paid                                                    Nil         Nil
Income taxes paid                                                Nil         Nil
</TABLE>

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

<PAGE>

BANKENGINE TECHNOLOGIES, INC.
(FORMERLY CALLMATE TELECOM INTERNATIONAL, INC.)
(SUCCESSOR TO WEBENGINE TECHNOLOGIES, INC.)
NOTES TO REVISED CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2001 and 2000
(AMOUNTS EXPRESSED IN US DOLLARS)


1.       REVISIONS TO CONSOLIDATED FINANCIAL STATEMENTS

         The consolidated financial statements have been revised to include an
         additional accounts payable in the amount of $170,000. This amount has
         been claimed by the former auditors of the company and as discussed in
         note 10, the company is disputing the amount outstanding. Previously,
         the capital stock issued amount was reported as $405,457. This amount
         has been reduced by $170,000 to $235,457.

2.       BASIS OF PRESENTATION

         On January 5, 2001, Callmate Telecom International, Inc. (Callmate)
         acquired all of the issued and outstanding shares of common stock of
         WebEngine Technologies, Inc.(WebEngine) in exchange for 12,000,000
         common shares of Callmate in a reverse acquisition. 9,200,000 common
         shares of Callmate held by previous shareholders of Callmate were
         cancelled in exchange for all of the shares of its subsidiaries which
         carry on the UK operations of Callmate. The acquisition by the
         shareholders of WebEngine of a majority of the shares of Callmate has
         been accounted for as a reverse acquisition. As Callmate became
         substantially a shell after the removal of the UK operations, no
         goodwill has been reflected on this acquisition. Although Callmate is
         the legal acquirer, WebEngine is treated as having acquired Callmate
         for accounting purposes. Callmate has been accounted for as the
         successor to WebEngine.

         WebEngine was incorporated in November 2000 in order to hold the shares
         of Cyberstation Computers and Support Inc.(Cyberstation) The
         shareholders of Cyberstation became the shareholders of WebEngine and
         therefore WebEngine has been considered to be a successor to
         Cyberstation.

         The historical financial statements of BankEngine are those of
         Cyberstation as the company has been accounted for as the successor to
         Cyberstation.

         The estimated income tax costs of the divestiture of the UK operations,
         in the amount of $50,000, has been treated as a reduction of the assets
         acquired on the acquisition of the shell company and has been included
         in income taxes payable.

         On March 5, 2001 the company changed its name to BankEngine
         Technologies, Inc.

         Subsequent to the year end, WebEngine changed its name to Critical
         Commerce Inc.

         The acquisition of Callmate, as a reverse acquisition, was reflected as
         follows;

         Funds on deposit                                     $601,457
         Accounts payable                                     (316,000)
         Income taxes payable                                  (50,000)
                                                              --------
         Capital stock issued                                 $235,457
                                                              --------

         During the year, a portion of the funds on deposit have been received.


<PAGE>


BANKENGINE TECHNOLOGIES, INC.
(FORMERLY CALLMATE TELECOM INTERNATIONAL, INC.)
(SUCCESSOR TO WEBENGINE TECHNOLOGIES, INC.)
NOTES TO REVISED CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2001 and 2000
(AMOUNTS EXPRESSED IN US DOLLARS)


3.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         a)       Principal business activities

                  The company carries on the business of computer consulting and
                  software development, through its wholly owned subsidiary
                  Cyberstation, a company operating in Canada.

         b)       Basis of consolidated financial statement presentation

                  The consolidated financial statements include the accounts of
                  the company and its wholly-owned subsidiaries. The earnings of
                  the subsidiaries are included from the date of acquisition for
                  acquisitions accounted for using the purchase method. All
                  significant inter-company accounts and transactions have been
                  eliminated.

         c)       Revenue

                  1)       The company provides computer consulting services in
                           a number of areas including database management,
                           on-line transaction processing and e-mail
                           capabilities. Revenue is recognized as pre-determined
                           milestones are accomplished and consulting services
                           delivered.

                  2)       The company earns fees based on transaction
                           processing. The revenue is recognized as the
                           transaction which give rise to the revenue, are
                           recorded.

                  3)       In December 1999, the Securities and Exchange
                           Commission ("SEC") issued Staff Accounting Bulletin
                           No. 101 ("SAB 101"), "Revenue Recognition in
                           Financial Statements." SAB 101 summarizes the SEC's
                           view in applying generally accepted accounting
                           principles to selected revenue recognition issues.
                           The effects, if any, of applying this guidance must
                           be adopted by SEC registrants no later than December
                           31, 2000 and must be reported as a cumulative effect
                           adjustment as of January 1, 2000, resulting from a
                           change in accounting principle. Restatement of
                           previously reported results of the earlier quarters
                           of fiscal 2000, if necessary, is also required. The
                           adoption of SAB 101 did not have a material effect on
                           the Company's financial statements.

         d)       Cash and Cash Equivalents

                  Cash and cash equivalents include cash on hand, amounts to
                  banks, and any other highly liquid investments purchased with
                  a maturity of three months or less. The carrying amount
                  approximates fair value because of the short maturity of those
                  instruments.

<PAGE>


BANKENGINE TECHNOLOGIES, INC.
(FORMERLY CALLMATE TELECOM INTERNATIONAL, INC.)
(SUCCESSOR TO WEBENGINE TECHNOLOGIES, INC.)
NOTES TO REVISED CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2001 and 2000
(AMOUNTS EXPRESSED IN US DOLLARS)


3.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

         e)       Capital Assets

                  Capital Assets are recorded at cost less accumulated
                  depreciation. Amortization is provided using the following
                  annual rates:

                  Furniture and Fixture - 20% - declining balance method
                  Computer Equipment - 30% - declining balance method

         f)       Net Income (Loss)Per Weighted Average Common Stock

                  Net income (Loss) per common stock is computed by dividing net
                  income (loss) for the year by the weighted average number of
                  common stock outstanding during the year.

         g)       Income Taxes

                  The company accounts for income tax under the provision of
                  Statement of Financial Accounting Standards No. 109, which
                  requires recognition of deferred tax assets and liabilities
                  for the expected future tax consequences of events that have
                  been included in the financial statement or tax returns.
                  Deferred income taxes are provided using the liability method.
                  Under the liability method, deferred income taxes are
                  recognized for all significant temporary differences between
                  the tax and financial statement bases of assets and
                  liabilities.

                  Effects of changes in enacted tax laws on deferred tax assets
                  and liabilities are reflected as adjustments to tax expense in
                  the period of enactment. Deferred tax assets may be reduced,
                  if deemed necessary based on a judgmental assessment of
                  available evidence, by a valuation allowance for the amount of
                  any tax benefits which are more likely, based on current
                  circumstances, not expected to be realized

         h)       Foreign Currency

                  Assets and liabilities recorded in foreign currencies are
                  translated at the exchange rate on the balance sheet date for
                  the convenience of the reader. Translation adjustments
                  resulting from this process are charged or credited to other
                  comprehensive income. Revenue and expenses are translated at
                  average rates of exchange prevailing during the year. Gains
                  and losses on foreign currency transactions are included in
                  financial expenses. No representation is made that the foreign
                  currency amounts could have been, or could be, converted into
                  United States dollars at the rates on the respective dates and
                  or at any other certain rates.

<PAGE>


BANKENGINE TECHNOLOGIES, INC.
(FORMERLY CALLMATE TELECOM INTERNATIONAL, INC.)
(SUCCESSOR TO WEBENGINE TECHNOLOGIES, INC.)
NOTES TO REVISED CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2001 and 2000
(AMOUNTS EXPRESSED IN US DOLLARS)


3.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

         i)       Use of Estimates

                  The preparation of consolidated financial statements in
                  conformity with generally accepted accounting principles in
                  the United States of America requires management to make
                  estimates and assumptions that affect certain reported amounts
                  of assets and liabilities and disclosures of contingent assets
                  and liabilities at the date of the consolidated financial
                  statements and the reported amounts of revenues and expenses
                  during the reporting period. Actual results could differ from
                  those estimates. These estimates are reviewed periodically and
                  as adjustments become necessary, they are reported in earnings
                  in the period in which they become known.

         j)       Long-Lived Assets

                  On January 1, 1996, the company adopted the provisions of SFAS
                  No. 121, Accounting for the Impairment of Long-Lived Assets
                  and for Long-Lived Assets to be Disposed of. SFAS No. 121
                  requires that long-lived assets be held and used by an entity
                  be reviewed for impairment whenever events or changes in
                  circumstances indicate that the carrying amount of an asset
                  may not be recoverable. Management used its best estimate of
                  the undiscounted cash flows to evaluate the carrying amount
                  and have reflected the impairment.

         k)       Comprehensive Income

                  In 1999, the company adopted the provisions of SFAS No. 130
                  "Reporting Comprehensive Income". This standard requires
                  companies to disclose comprehensive income in their financial
                  statements. In addition to items included in net income,
                  comprehensive income includes items currently charged or
                  credited directly to stockholders' equity, such as the changes
                  in unrealised appreciation (depreciation) of securities and
                  foreign currency translation adjustments.

         l)       Long-term investments

                  The company accounts for investments in which the company
                  holds an interest of at least 20% and the company has
                  significant influence under the equity method.



<PAGE>


BANKENGINE TECHNOLOGIES, INC.
(FORMERLY CALLMATE TELECOM INTERNATIONAL, INC.)
(SUCCESSOR TO WEBENGINE TECHNOLOGIES, INC.)
NOTES TO REVISED CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2001 and 2000
(AMOUNTS EXPRESSED IN US DOLLARS)


3.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

         m)       Computer software development

                  The company accounts for the cost of developing computer
                  software for sale as research and development expenses until
                  the technological feasibility of the product has been
                  established. To date all costs have been expensed. In the
                  future, at the end of each year the company will compare any
                  unamortized capital costs to the net realizable value of the
                  product to determine if a reduction in carrying value will be
                  warranted.

         m)       Financial instruments

                  The carrying amount of cash and cash equivalents, accounts
                  receivable, accounts payable and loans payable approximates
                  fair value at the period end.


4.       RECENT PRONOUNCEMENTS

         In December 1999, the Securities and Exchange Commission issued Staff
         Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in
         Financial Statements". SAB 101 provides guidance on applying generally
         accepted accounting principles to revenue recognition issues in
         financial statements. The Company adopted SAB 101 as required by
         December 31, 2000 and the adoption did not have a material impact on
         the company's financial position, results of operations or cash flows.

         In September 2000, the FASB issued SFAS No. 140, "Accounting for
         Transfers and Servicing of Financial Assets and Extinguishments of
         Liabilities". This statement is effective for transfers and servicing
         of financial assets and extinguishments of liabilities occurring after
         March 31, 2001. SFAS No. 140 also includes provisions that require
         additional disclosures in financial statements for fiscal years ending
         after December 15, 2000. This statement is not expected to have a
         material impact on the Company's financial position, results of
         operations or cash flows.

         Accounting Pronouncements The Financial Accounting Standards Board
         ("FASB") Emerging Issues Task Force ("EITF") has reached a consensus
         with respect to Issue No. 00-14, "Accounting for Certain Sales
         Incentives," including point of sale coupons, rebates and free
         merchandise. The consensus included a conclusion that the value of such
         sales incentives that results in a reduction of the price paid by the
         customer should be netted against revenue and not classified as a sales
         or marketing expense. The statement is not expected to have material
         impact on the company's financial position, results of operations, or
         cash flow.


<PAGE>

BANKENGINE TECHNOLOGIES, INC.
(FORMERLY CALLMATE TELECOM INTERNATIONAL, INC.)
(SUCCESSOR TO WEBENGINE TECHNOLOGIES, INC.)
NOTES TO REVISED CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2001 and 2000
(AMOUNTS EXPRESSED IN US DOLLARS)


4.       RECENT PRONOUNCEMENTS (Cont'd)

         The provisions of the Fast's EITF Issue No. 00-10, "Accounting For
         Shipping and Handling Fees and Costs," requires the Company to report
         all amounts billed to a customer in a sale transaction as revenue,
         including those amounts related to shipping and handling. The Company
         has historically included such amounts in sales as required by the
         EITF. Prior to such adoption, however, shipping and handling costs were
         included in sales, marketing and distribution expenses.

         In April 2001, the EITF reached a consensus with respect to EITF Issue
         No. 00-25, "Vendor Income Statement Characterization of Consideration
         to a Purchaser of the Vendor's Products or Services." The consensus
         included a conclusion that consideration from a vendor to a retailer is
         presumed to be a reduction to the selling prices of the vendor's
         products and, therefore, should be characterized as a reduction of
         revenue when recognized in the vendor's income statement. That
         presumption can be overcome, and the consideration may be characterized
         as a cost, if certain conditions are met. Such reclassification will
         reduce sales and gross margin, but will have no impact on operating
         income or net earnings. The Company is currently evaluating the impact
         of adoption of this EITF consensus.

         Recently Issued Accounting Standards In June 2001, the Financial
         Accounting Standards Board issued Statements of Financial Accounting
         Standards (SFAS) No. 141, "Business Combinations" and No. 142,
         "Goodwill and Other Intangible Assets." Under the new rules, goodwill
         and indefinite lived intangible assets are no longer amortized but are
         reviewed annually for impairment. Separable intangible assets that are
         not deemed to have an indefinite life will continue to be amortized
         over their useful lives. The amortization provisions of SFAS No. 142
         apply to goodwill and intangible assets acquired after June 30, 2001.
         With respect to goodwill and intangible assets acquired prior to July
         1, 2001, the Company will apply the new accounting rules beginning
         January 1, 2002. Management is currently assessing the financial impact
         SFAS No. 141 and No. 142 will have on Consolidated Financial
         Statements.


5.       INVESTMENT IN NON-CONTROLLED INVESTEE

         The company has a 50% interest in X-Tech International Solutions
         Limited (X-Tech), a company operating in the UK. BankEngine has no
         involvement with the management of this company and it is intended that
         the company be wound up in the near future. BankEngine has no
         obligation to fund any shortfalls and therefore no amount has been
         reflected for our investment in X-Tech.

         As at September 30, 2001, X-Tech had a total shareholders deficiency of
         approximately $6,000 US and has realized net losses of approximately
         $6,000 US for the period February 2000 to September 30, 2001.



<PAGE>

BANKENGINE TECHNOLOGIES, INC.
(FORMERLY CALLMATE TELECOM INTERNATIONAL, INC.)
(SUCCESSOR TO WEBENGINE TECHNOLOGIES, INC.)
NOTES TO REVISED CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2001 and 2000
(AMOUNTS EXPRESSED IN US DOLLARS)


6.       CAPITAL ASSETS

<TABLE>
<CAPTION>
                                              2001                                   2000

                                      Cost   Accumulated Amortization          Net            NET
                                        $              $                        $              $
<S>                                  <C>             <C>                     <C>             <C>
         Furniture, fixtures         10,252          3,784                    6,468          8,248
         and equipment
         Computer Equipments          8,541          2,786                    5,755          1,488
                                     ----------------------------------------------          -----

         Total                       18,793          6,570                   12,223          9,736
                                     ==============================================          =====
</TABLE>


7.       LOANS FROM STOCKHOLDERS

         Loans from stockholders bear interest at the rate of 4% and have no
         specific terms of repayment.


8.       CAPITAL STOCK

         a)       Authorized

                  50,000,000 Common stock with a $.001 par value

         b)       Common stock

                  The company had issued and outstanding 14,315,893 common stock
                  at the time of the reverse acquisition in January 2001. As
                  detailed in note 2, the company issued 12,000,000 common
                  shares to the shareholders of WebEngine. A total of 9,200,000
                  shares were cancelled in exchange for the removal of the UK
                  operations in January 2001. There were no other share
                  transactions. The current outstanding shares total 17,115,893.



<PAGE>


BANKENGINE TECHNOLOGIES, INC.
(FORMERLY CALLMATE TELECOM INTERNATIONAL, INC.)
(SUCCESSOR TO WEBENGINE TECHNOLOGIES, INC.)
NOTES TO REVISED CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2001 and 2000
(AMOUNTS EXPRESSED IN US DOLLARS)


8.       CAPITAL STOCK (Cont'd)

         b)       Common stock (Cont'd)


                  Shares outstanding prior to the
                  reverse acquisition                            14,315,893

                  Issued to shareholders of WebEngine            12,000,000

                  Cancelled for UK operations                    (9,200,000)
                                                                 ----------

                  Shares currently outstanding                   17,115,893
                                                                 ----------

                  The shares of the UK companies were estimated to have a very
                  limited value and therefore the exchange of these shares for
                  9,200,000 shares of BankEngine was approved by the Board of
                  Directors.

                  All other assets held at the public company level continue to
                  be held for the benefit of the public company and therefore
                  the value attributable to the remaining previous shareholders
                  is reflected by these other assets. The other assets were
                  funds held on deposit by a bank in the UK to provide security
                  for credit card transactions of the UK operations. As the UK
                  operations have since ceased, the security deposits may be
                  released to BankEngine in accordance with the credit card
                  agreements. The capital stock reflects additions to paid in
                  capital for the estimated value of these funds net of
                  estimated liabilties payable to the credit card company,
                  accounts payable to the previous auditors of the company and
                  net of the estimated income tax liability arising on the
                  disposition of the UK companies for an addition to paid in
                  capital totaling $235,457.

                  The realizable amount for these funds on deposit will be
                  resolved in early 2002. The agreement for BankEngine to obtain
                  these funds on deposit was settled with the banking
                  institution during 4th quarter and therefore the balance of
                  funds to be received and the amount received in June 2001 was
                  reflected in the 4th quarter only.

         c)       Common stock transactions 2000

                  As at August 31, 1999, Cyberstation had 1,000 shares
                  outstanding for a total of $130 plus $335,321 of additional
                  paid in capital. A settlement was reached with the shareholder
                  of 400 common shares and as at August 31, 2000, these shares
                  were cancelled for an amount of $122,602.


<PAGE>


BANKENGINE TECHNOLOGIES, INC.
(FORMERLY CALLMATE TELECOM INTERNATIONAL, INC.)
(SUCCESSOR TO WEBENGINE TECHNOLOGIES INC.)
NOTES TO REVISED CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2001 and 2000
(AMOUNTS EXPRESSED IN US DOLLARS)


9.       DEFERRED INCOME TAXES AND INCOME TAXES

         a)       Current income taxes

         Current income taxes

         Current income taxes consist of;            2001               2000

         Amount calculated at Federal and
         Provincial statutory rates                 73,000             49,000

         Increase resulting from
         Valuation allowance                       (73,000)           (49,000)
                                                   -------             ------

         Current income taxes                           --                 --
                                                   -------            -------

         b)       Income taxes payable

         Income taxes payable represent the anticipated income taxes payable on
         the disposition of the UK operations as discussed in note 2.


10.      CONTINGENCIES AND COMMITMENTS

         As discussed in the Capital Stock note, the company is liable for
         shortfalls which may arise upon the settlement with the credit card
         company. The credit card company has agreed that the limit of the
         company's liability is the amount of security held on hand which at the
         year end amounted to 200,000 pounds Sterling. This amount has been
         reflected as Funds held on deposit. An amount of $146,000 has been
         included in accounts payable which is the estimate of the liability.
         The settlement will be based on the transactions to December 31, 2001
         and will be settled in early 2002.

         Included in accounts payable is the amount of $170,000 which represents
         the amount invoiced by the former auditors of the company. The company
         is disputing this amount. The company does not believe that its former
         auditors, who have taken no action beyond sending invoices, will file a
         claim. If a claim were to be raised, the company would vigorously
         dispute the action as well as consider its own options.

         The company has signed a lease commitment for its office space in
         Toronto, Canada which expires August 31, 2002 and which has an annual
         rent payable of $46,500.


<PAGE>


BANKENGINE TECHNOLOGIES, INC.
(FORMERLY CALLMATE TELECOM INTERNATIONAL, INC.)
(SUCCESSOR TO WEBENGINE TECHNOLOGIES, INC.)
NOTES TO REVISED CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2001 and 2000
(AMOUNTS EXPRESSED IN US DOLLARS)


11.      COMPREHENSIVE INCOME

         The Company has adopted Statement of Financial Accounting Standards No.
         130 Reporting Comprehensive Income and its components in the financial
         statements.

         Comprehensive income (loss) for the year ended August 31, 2001:

<TABLE>
<CAPTION>
                                              Before Tax   Tax (Expense)   Net-of-Tax
                                                Amount      or Benefit       Amount
                                             -----------    -----------   -----------
<S>                                          <C>            <C>           <C>
         Foreign currency translation
               adjustments                       (14,093)          --         (14,093)
                                             -----------    -----------   -----------

         Other comprehensive loss                (14,093)          --         (14,093)
                                             ===========    ===========   ===========

<CAPTION>

         Comprehensive income (loss) for the year ended August 31, 2000:

                                              Before Tax   Tax (Expense)   Net-of-Tax
                                                Amount       or Benefit      Amount
                                             -----------    -----------   -----------
<S>                                          <C>            <C>           <C>
         Foreign currency translation
               adjustments                         1,767           --           1,767
                                             -----------    -----------   -----------
         Other comprehensive loss                  1,767           --           1,767
                                             ===========    ===========   ===========
</TABLE>


         The foreign currency translation adjustments are not currently adjusted
         for income taxes since the company is situated in Canada and the
         adjustments relate to the translation of the financial statements from
         Canadian dollars into United States dollars done only for the
         convenience of the reader.


12.      EARNINGS PER SHARE

         The company has adopted Statement No.128, Earnings Per Share, which
         requires presentation, in the consolidated statement of income, of both
         basic and diluted earnings per share.



<PAGE>


BANKENGINE TECHNOLOGIES, INC.
(FORMERLY CALLMATE TELECOM INTERNATIONAL, INC.)
(SUCCESSOR TO WEBENGINE TECHNOLOGIES, INC.)
NOTES TO REVISED CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2001 and 2000
(AMOUNTS EXPRESSED IN US DOLLARS)



13.      NON-CASH TRANSACTIONS

         The following transactions have not been reflected on the consolidated
         statement of cashflows.

         As detailed in Note 2, in January 2001, upon the acquisition of
         Callmate, the company effectively issued its shares to the predecessor
         shareholders as follows;

         Funds on deposit                                     $601,457
         Accounts payable                                     (316,000)
         Income taxes payable                                  (50,000)
                                                              --------

         Capital stock issued                                 $235,457
                                                              --------


         The settlement with the predecessor shareholder, as detailed in note
         8 c was reflected in the accounts as follows;

         Reduction in accounts receivable                    $ 122,602
         Reduction in paid in capital                        ($122,602)


14.      FINANCIAL INSTRUMENTS

         a)       Credit Risk Management

                  The company is exposed to credit risk on the accounts
                  receivable from its customers. In order to reduce its credit
                  risk, the company has adopted credit policies which include
                  the analysis of the financial position of its customers and
                  the regular review of their credit limits.

         b)       Concentration of Credit Risk

                  The company does not believe it is subject to any significant
                  concentration of credit risk. Cash and short-term investments
                  are in place with major financial institutions.


15.      REVENUES FROM MAJOR CUSTOMERS

         2001:  No single customer consisted of more than 10% of revenue.

         2000:  One customer consisted of 29% of revenue. This customer is
                related to the former shareholder referred to in note 8 c.


<PAGE>


                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the Registrant has duly caused this Annual Report on Form 10-KSB to be
signed on its behalf by the undersigned, thereunto duly authorized.

                           BANKENGINE TECHNOLOGIES, INC.

                           By:      /s/ Joseph J. Alves
                                    President, CEO and Chairman of the Board

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

Signature                              Title                          Date


/s/ Joseph J. Alves       President and Chairman of the Board   January 14, 2002
-------------------
Joseph J. Alves


/s/ Mahmoud Hashmi        Chief Operating Officer, Principal    January 14, 2002
-------------------       Accounting Officer and Director
Mahmoud Hashmi