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

                                  FORM 10-KSB/A
                                 AMENDMENT NO. 2

  [X] Annual report under Section 13 or 15(d) of the Securities Exchange Act of
      1934 for the fiscal year ended DECEMBER 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 number: 000-27995

                          TRANS-CENTURY RESOURCES, INC.
                 (Name of small business issuer in its charter)

               Delaware                               95-4714549
   (State or other jurisdiction of       (I.R.S. Employer Identification No.)
    incorporation or organization)

                            8140 N. Mopac Expressway
                             Westpark III, Suite 200
                               Austin, Texas 78759
                    (Address of principal executive offices)

                    Issuer's telephone number (512) 345-0280

                                ----------------

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

         Securities registered under Section 12(g) of the Exchange Act:
                          Common Stock, $.001 Par Value

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

Check if there is no 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. [X]

Revenues of issuer for fiscal year ended December 31, 2001 are $727,300.

There is no trading market for the registrant's Common Stock. The aggregate
market value of the Common Stock held by non-affiliates of the registrant on May
15, 2002 was $0.00.

As of May 15, 2002 the registrant had 13,500,000 shares of Common Stock, $.001
par value, outstanding.

No documents are incorporated by reference.

Transitional Small Business Disclosure Format: Yes [_] No [X]

<PAGE>



                   TABLE OF CONTENTS - 2001 FORM 10-KSB REPORT

                                                                        Page
                                                                       Number
                                                                     ----------
                                     PART I

Item   1.      Business.................................................. 3

Item   2.      Properties................................................ 9

Item   3.      Legal Proceedings......................................... 9

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

                                     PART II

Item   5.      Market for Registrant's Common Equity and Related
               Shareholder Matters.......................................10

Item   6       Management's Discussion and Analysis of Financial
               Condition and Results of Operations.......................10

Item   7.      Financial Statements......................................12

Item   8.      Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure.......................13

                                    PART III

Item  9.       Directors, Executive Officers, Promoters and
               Control Persons; Compliance with Section 16(a)
               of the Exchange Act.......................................132

Item  10.      Executive Compensation....................................16

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

Item  12.      Certain Relationships and Related Transactions............19

Item  13.      Exhibits and Reports on Form 8-K..........................20

Signatures  .............................................................22





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                                     PART I

ITEM 1. BUSINESS.

BUSINESS DEVELOPMENT.

On December 22, 1994, an entity which had been conducting business since 1982 as
Trans-Century Resources was organized into a limited partnership, TCO
Trans-Century, Ltd.

Effective October 31, 2001, all right, title and interest in the limited
partnership was transferred to Trans-Century Resources, Inc., a Texas
corporation (T-C Texas), in exchange for shares of no-par common stock of T-C
Texas. At the date of transfer, the limited partnership's assets included a
wholly owned company, Community Health Risk Corporation (CHRC), acquired earlier
in 2001 from a group including a director and shareholder. CHRC was inactive and
there was no activity in 2001.

In addition, an individual transferred assets of NuHealth Employee Assistance
Program to T-C Texas in exchange for shares of no-par common stock of T-C Texas.

Effective November 19, 2001, eInsure Networks Corporation consummated a Merger
Agreement with T-C Texas. Under the Merger Agreement the shareholders of T-C
Texas exchanged their shares of common stock for common stock of eInsure. Before
the merger, eInsure was a development stage corporation with no operations.
Concurrent with the merger, eInsure changed its name to Trans-Century Resources,
Inc.

GENERAL.

Since 1982, Trans-Century Resources and its Texas predecessors have provided
managed health care consulting services to approximately 100 clients in twelve
states. These clients have consisted primarily of hospitals and physician groups
("Providers") in non-urban markets. Services to clients have included
consultation about and negotiation of managed care contracts on behalf of
Providers with third party insurance entities ("Payers") and the identification
and implementation of revenue enhancement and/or cost savings programs for
Provider clients. Services have been provided to clients involved in insurance
risk, including Provider-sponsored HMOs and employer-funded insurance programs.
The Company's risk management services have included oversight of the payment of
medical claims, analysis of the level of medical costs, premium setting, and
coordination of catastrophic insurance requirements. The Company is currently
providing services to approximately a dozen clients in Texas, Louisiana, and
Utah. Community Health Risk Corporation and Integrated Physician
Partners/Pri-Med Health Network accounted for 29% and 12%, respectively, of
Trans-Century revenue during 2001.


During the years Trans-Century Resources has been in operation, the following
significant trends have developed:

     o    Governmental Payers such as Medicare and Medicaid have reallocated,
          and in many instances reduced, the amounts paid to Providers for
          healthcare services.

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<PAGE>


     o    Providers are attempting to minimize the impact of the reductions on
          their earnings by increasing payments received from commercial health
          insurance, i.e., non-governmental, Payers and other sources.

     o    The benefits of specific medical services and pharmaceuticals are
          being aggressively marketed directly to the public, which is demanding
          access to such benefits.

For these and other reasons, commercial health insurance Payers are incurring
significant, ongoing increases in their costs. Purchasers of commercial health
insurance products are being charged for the increases, in the form of higher
premiums.

Employers, who purchase the majority of commercial health insurance sold, have
been significantly impacted by these premium increases. Insurance premiums
associated with employees' individual coverage have routinely been paid by
employers, as an employee benefit. However, employees are increasingly being
required to pay some portion of the premium associated with their dependents'
coverage. In addition, their individual benefits are often being reduced, in an
effort to reduce the premium increases being charged to their employers.

Managed care delivery models such as HMOs have been developed in the search for
a solution which limits premium increases and maintains a core level of
benefits. These models have met with limited success, due to employees'
resentment over restricted access including required use of specified network
Providers, employers' concerns about potential liabilities associated with the
restricted access, Providers' resentment over reduced reimbursement levels and
increased administrative burdens, etc.

Proposals presented for healthcare reform include a governmental "single payer"
solution, managed competition models, and pure private sector solutions. A
number of groups have advocated private, market-driven solutions for healthcare
in America, based upon input received from the various stakeholders in the
healthcare system. One such group, the Wye River Group on Healthcare, has
enjoyed broad participation and sponsorship from many individuals and
organizations: employers such as Wal-Mart, Sears, TRW, Dow Chemical, Acme Brick,
Justin Industries, Emerson, Materials Transport, Honeywell, PepsiCo, and IBM;
technology and Internet companies, such as Healtheon, Definity Health, Lumenos
and Intel; pharmaceutical manufacturers such as Schering Plough, Orthobiotech,
and Eli Lily; insurers, including Blue Cross plans and Value Options; provider
groups such as Mayo Foundation and Walter Reed; professional and trade
associations including American Hospital Association, National Pharmaceutical
Council, US Chamber of Commerce, and American Medical Group Association; and
other organizations such as American Cancer Society, National Chamber
Foundation, PricewaterhouseCoopers, Pareto Institute, Marsh, Texas Department of
Health & Human Services, Patient Safety Institute, National Center for Policy
Analysis and the Progressive Policy Institute.

One private, market-driven solution proposed by these groups is designed around
community-based partnerships, embracing public-private collaboration to
establish the accountability, standard setting, and safety net features critical
to a true system of healthcare.

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Trans-Century Resources has been formed to implement such a solution. After
receiving numerous queries from clients regarding alternatives to the managed
care solutions currently available in their markets, the Company invested
approximately $1 million in conducting a two year investigation of the many
diverse options available. Using a framework similar to that proposed by other
advocates of community-based partnerships, Trans-Century Resources has designed
a program for regional insured group health plans, the Trans-Century Health
Plans concept. This concept appears to best address the concerns of the
Company's clients and the needs of their communities.

Acknowledging the need for the endorsement and active participation of the
Provider community, collaboration with employers, government, and other
healthcare stakeholders at the community level, increased participation and
responsibility of employees and other insureds, and a commercial health
insurance company component to provide the products needed for the Company's
solutions, Trans-Century Resources envisions the following infrastructure for
its regional insured group health plans:

o The Trans-Century Health Plans themselves, to offer:
     o  market-specific health insurance plan designs encouraging preventive
        care,

     o reinsurance (or stop-loss insurance) for employer-funded plans, and

     o complementary life insurance, dental insurance and vision insurance
       products.

o    Community Health-Risk Corporation, a captive insurance company, to share
     the financial risk of the Trans-Century Health Plans along with unrelated,
     recognized issuing carriers and major reinsurance companies. Community
     Health-Risk Corporation is an insurance company organized in 2000 under the
     laws of the Territory of the British Virgin Islands.

o    The Trans-Century Provider Networks, to provide hospital, physician, and
     other health care professional services including specialty referrals to
     major referral centers to the Trans-Century Health Plans at discounted
     rates.

o    NuHealth EAP, an employee assistance program, to provide a formal plan and
     resource to help individuals resolve personal problems/issues, through
     professional counseling or referral to a qualified specialty professional
     resource. (The U.S. Department of Labor has estimated that benefits ranging
     from $5 to $16 are realized for every dollar invested in an EAP program.)

o    Ongoing administrative consulting by Trans-Century Resources, to provide
     revenue enhancement and cost savings opportunities to its clients and the
     local community that are complementary to and supportive of the
     Trans-Century Health Plans concept.


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A portion of the infrastructure, Community Health-Risk Corporation and NuHealth
EAP, has already been established by the Company. Components necessary to
complete the infrastructure and offer the Trans-Century Health Plans include
obtaining the working capital needed to fund insurance reserves for Community
Health-Risk Corporation and interim operating expenses, contracting with
recognized insurance companies to act as issuing carriers and reinsurance
partners, and developing formal Trans-Century Provider Networks.

The projected market regions for the Trans-Century Health Plans will be
non-urban population centers of 100,000 to 300,000 with sufficient local
hospital and physician representation to support a preferred provider network
(i.e., a Trans-Century Provider Network). Typically these will be communities
with only one or two hospitals. The Company believes that its existing
relationships in these smaller markets provide it with a significant competitive
advantage over larger, heavily capitalized insurance companies not presently in
the markets due to their size. However, there are risks associated with these
smaller markets. Without an adequate number of insureds to share the cost of
healthcare services provided to the insured group as a whole, the Company will
have a higher risk of loss. Furthermore, the Company will need to determine that
the insurance premium it will charge is sufficient to cover the cost of benefits
to be provided under its health insurance program. If the Company has to
discount its calculated premiums in order to obtain market share, or if actual
medical services greatly exceed those anticipated, the insurance and reinsurance
premium revenue of the Company may be insufficient to cover the cost of benefits
payable to its insureds. The Company will commence the offering of Trans-Century
Health Plan products in various communities in the state of Texas. After
launching health plan products in Texas and Utah, Trans-Century Resources
expects to expand its offering of these products to non-urban communities in
other states.

Over the last 24 months, contingent agreements have been developed with a number
of clients who are committed to the start-up of a health plan within their
region as soon as the funding and participation agreements can be finalized. The
financial projections suggest that these clients will be able to produce a
sufficient enrollment for the business to maintain a positive cash flow by the
end of the first full year of operations.

COMPETITION.

The industry of managed health care and health insurance is highly competitive.
Trans-Century Resources will compete with other managed health care plans and
insurance carriers through policyholder service, price, product design, and
sales efforts. While there are many other companies competing with the Company,
no individual company dominates any of the proposed markets. There are expected
to be two or more competing players in every market targeted by the Company for
health plan offerings. In most markets Blue Cross will have some business client
accounts, and it is usual that at least one other national health insurance
vendor will maintain some accounts.

Trans-Century Resources believes that, to survive, the national insurance
vendors must concentrate on the population of major metropolitan areas. As a
result, they cannot provide flexibility, responsiveness, or do adequate
underwriting evaluations for the businesses that need employee health insurance

                                       6

<PAGE>

coverage in non-urban centers. The Trans-Century Health Plans will be
distinguished by specific adaptation to each region. The Company has a history
of assisting physicians and hospitals with managed health care issues. Those
experiences, combined with its existing contacts and knowledge, provide
Trans-Century Resources with an advantage working with the providers in each
location. The providers are critical components to effective cost control and
medical utilization management.


GOVERNMENT REGULATIONS.

         State Regulation.

The Trans-Century Health Plans and the products offered under these plans will
be subject to state regulations applicable to the provision of managed health
care services and the sale of traditional health indemnity insurance. The laws
of the various states establish agencies with broad administrative and
supervisory powers which include, among other things, granting and revoking
licenses to transact business, regulating trade practices, licensing agents,
approving policy forms, approving premium rates, setting minimum reserve and
loss ratio requirements, determining the form and content of required financial
statements, and prescribing the type and amount of investments permitted.
Insurance companies can also be required under the solvency or guaranty laws of
most states in which they do business to pay assessments up to prescribed limits
to fund policyholder losses or liabilities of insolvent insurance companies.
They are also required to file detailed annual reports with supervisory
agencies, and records of their business are subject to examination at any time.

         Regulatory Compliance by Our Issuing Carrier.

The insurance company partner selected as an issuing carrier by Trans-Century
Resources will be licensed and authorized to do business in each of the states
in which Trans-Century Health Plan insurance products are marketed. Thus, the
issuing carrier will be the name under which each of the health benefit plans
are filed with the respective state boards of insurance. The issuing carrier
will be responsible for insuring that the Trans-Century Health Plans and the
products offered under the Trans-Century Health Plans are in compliance with the
regulatory and financial requirements of each state.

         Regulation of Captive Insurance Company.

The Company's wholly-owned subsidiary, Community Health-Risk Corporation, was
incorporated and exists under the International Business Companies Act of the
British Virgin Islands. As an International Business Company, it is exempt from
British Virgin Islands income tax and stamp duties, but is required to maintain
a registered office and appoint a registered agent in the British Virgin
Islands.

The licensure of Community Health-Risk Corporation to carry on long-term
insurance business in the British Virgin Islands makes it subject to the British
Virgin Islands Insurance Act of 1994 and the British Virgin Islands Insurance
Regulations of 1995. These laws impose various regulatory requirements,
including the requirement to appoint an authorized resident insurance manager
and maintain a principal office in the British Virgin Islands, have at least two

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directors who must be individuals, submit details about its owners, directors,
officers and professional advisors, maintain books and records at the principal
office in the British Virgin Islands and provide annual audited financial
statements. Community Health-Risk Corporation is required to have minimum fully
paid up capital of $200,000. The regulations also require a minimum solvency
margin of $250,000. As a carrier of long-term business, Community Health-Risk
Corporation is required to appoint an actuary approved by the British Virgin
Islands Commissioner of Insurance and arrange for periodic actuarial valuations
of its assets and liabilities. It is also required to seek an actuarial
certification of the margin of solvency before declaring any dividend, redeeming
debentures or preference shares or reducing issued share capital. Any transfer
of long-term business or voluntary winding up of business must be approved by a
British Virgin Islands court.

Due to the Company's lack of insurance business to date, there have not been any
actuarially-determined minimum reserve balances required by the British Virgin
Islands Commissioner of Insurance to be maintained by Community Health-Risk
Corporation. However, the British Virgin Islands Commissioner of Insurance has
expressed concerns about CHRC's current compliance with regulatory capital
requirements. Company management is currently reviewing its options with respect
to CHRC, including putting it into a dormant category until funding and contract
activity begin to occur.


         Recent Texas Legislation.

In 1997, the Texas legislature adopted Senate Bill 386 which, among other
things, purports to make managed care organizations (MCOs) such as the
Trans-Century Health Plans liable for the failure by the MCO, its employees or
agents to exercise ordinary care when making "health care treatment decisions"
(as defined in the legislation). The legislation was effective as of September
1, 1997. In September 1998, the United States District Court for the Southern
District of Texas ruled, in part, that the MCO liability provisions of Senate
Bill 386 are not preempted by ERISA, which covers most employer-funded health
plans. To the extent that this legislation (or similar legislation that may be
subsequently adopted at the federal or state level) effectively expands the
scope of liability of MCOs, such as the Trans-Century Health Plans, it may have
a material adverse effect on the results of operations, financial condition and
cash flows. Even if the Company is not held liable under any litigation, the
existence of potential MCO liability may cause it to incur greater costs in
defending the litigation.

         Future Health Care Reform.

A number of legislative proposals have been made at the federal and state levels
over the past several years. These proposals would, among other things, mandate
benefits with respect to certain diseases or medical procedures, require plans
to offer an independent external review of certain coverage decisions or
establish health plan liability in a manner similar to the Texas legislation
discussed above. The United States Congress has recently considered a number of
alternative health care reform measures that would, among other things, mandate
external review of treatment denial decisions, provide for managed care
liability and allow for collective bargaining by unaffiliated physicians groups.
There have also been proposals made at the Federal level to implement greater
restrictions on employer-funded health plans, which are generally exempted from
state regulation by ERISA.

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Trans-Century Resources is unable to evaluate what legislation may be proposed
and when or whether any legislation will be enacted and implemented. However,
many of the proposals, if adopted, could have a material adverse effect on the
Company's financial condition, cash flows or results of operations, while
others, if adopted, could potentially benefit its business.

PATENTS, TRADEMARKS AND PROPRIETARY PROTECTION

Trans-Century Resources does not own or license any patents, trademarks or
service marks that are material to its business.

ENVIRONMENTAL MATTERS

Trans-Century Resources believes it is in material compliance with all relevant
federal, state, and local environmental regulations, and does not expect to
incur any significant costs to maintain compliance with the regulations in the
foreseeable future.

EMPLOYEES

As of December 31, 2001, the Company employed a total of 12 persons on a
full-time basis. Of these 12 employees, 3 are managerial, 8 are administrative
and 1 is professional/clinical. In addition, five specialist consultants are
used on a contracted, as-needed basis.


ITEM 2. PROPERTIES

Trans-Century Resources leases corporate offices in Austin, Texas under a
noncancelable operating lease expiring October 2002, at the current annual rate
of $80,663. The Company also leases office space in the Dallas/Fort Worth, Texas
area under a lease expiring April 2003, at the current annual rate of $8,232,
and in the Salt Lake City, Utah area under a lease with a six-month term,
expiring January 2003 at a monthly rate of $1,440.


ITEM 3.  LEGAL PROCEEDINGS

The Company is not currently involved in any litigation or pending litigation,
nor is it aware of any suit or litigation that is threatened against it.


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

By Consent of Shareholders in Lieu of Annual Meeting dated effective November 1,
2001 signed by all of the shareholders, George Todt was elected as the sole
director of eInsure Networks Corporation, the predecessor to Trans-Century
Resources, to serve until his successor is chosen and qualified.

By Consent of Shareholders in Lieu of Special Meeting dated effective November
12, 2001 signed by all of the shareholders, the Agreement and Plan of Merger for
merging Trans-Century Resources, Inc. the Texas corporation, with eInsure
Networks Corporation was approved.

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                                    PART II.

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

There is presently no public trading market for the Company's common equity. As
of May 15, 2002, there were 18 holders of record of the Company's common equity.
The Company has not paid or declared cash dividends on its Common Stock since
its inception, and does not expect to pay cash dividends in the foreseeable
future.

          Recent Sales of Unregistered Securities

In April 1999, eInsure Networks Corporation, predecessor of the Company, issued
unregistered securities to its initial shareholders resulting in the issuance
and delivery of 100,000 shares of common stock to PageOne Business Productions,
LLC and 900,000 shares of common stock to AppleTree Investment Company, Ltd.
These securities were issued for aggregate consideration totaling $1,000
pursuant to the exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended, for issuances of securities not involving
any public offering.

On June 15, 2001, by action of the board of directors, the Company effected a
2:1 stock split increasing the issued shares to 200,000 shares held by PageOne
Business Productions, LLC and 1,800,000 shares held by AppleTree Investment
Company, Ltd.

Effective November 19, 2001, eInsure Networks Corporation consummated a Merger
Agreement with Trans-Century Resources, Inc., a Texas corporation. Pursuant to
the Merger Agreement, the seventeen shareholders of the Texas corporation
exchanged all their shares into 12,000,000 unregistered shares of common stock
of the Company.

The stock issued in connection with the merger was also issued pursuant to the
exemption from registration provided by Section 4(2) of the Securities Act for
issuances of securities not involving any public offering.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

Trans-Century Resources and its predecessors have provided managed health care
consulting services to hospital and physician group clients since 1982. Those
services have traditionally included negotiating contracts with commercial
health insurance companies on behalf of its clients, and assisting clients in
developing managed care programs such as Provider-sponsored HMOs.

Based upon ongoing concerns expressed by clients regarding instability in their
markets and in their relationships with commercial health insurance companies,
the principals of Trans-Century Resources began intensive investigation in 1999
of existing and proposed healthcare financing and delivery models, in an effort
to identify insurance and/or related solutions that would best address those
concerns.

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As discussed above under Item 1. Business - General, the Company identified a
market-driven, collaborative effort among the various stakeholders in each
community, including employers, physicians and hospitals, insurance companies,
and community leaders, as providing the best model to satisfy specific and
future community needs. The effort involved in identifying and preparing the
framework needed for such a model, and its detailed components, affected the
Company's financial position and results of operations in three ways.

First, Trans-Century Resources saw a significant decline in its revenue from
traditional consulting services. Billable hours associated with consulting
services decreased substantially as a result of the time spent by the Company's
principals in creating the Trans-Century Health Plans concept.

Second, the need for an entity that could participate in insurance risk was
recognized early in the process. In April 2000, a group including a shareholder
of the Company established Community Health-Risk Corporation ("CHRC"), a captive
insurance company domiciled in the British Virgin Islands. CHRC was invoiced by
Trans-Century Resources for billable hours and out of pocket expenses associated
with the development of a community based health plan concept until mid-2001,
when the Company acquired the stock of CHRC for $30,000 of debt payable to the
shareholder of the Company. CHRC had recorded an intangible asset of
approximately $933,000 to reflect capitalization amounts invoiced by
Trans-Century Resources. Trans-Century Resources recorded total revenue of
approximately $732,000 in 2000 and $211,000 in 2001 for amounts invoiced to
CHRC. CHRC made only one payment of $3,500 on amounts invoiced by the Company.

The financial impact of the CHRC acquisition in mid-2001 on the Company's
operations was two-fold. Management determined that the intangible asset of
approximately $933,000 associated with the Company's investment in CHRC had no
value and charged it, along with the acquisition cost of CHRC of $30,000,
against earnings at year-end 2001. In addition, revenue recorded by
Trans-Century Resources from CHRC declined by approximately $521,000 between
2000 and 2001.

Third, substantial legal, accounting, and other costs were incurred in
connection with the Company's financing and infrastructure development efforts.
These were partly offset by a decline in compensation expenses during 2001 as a
result of the elimination of several positions earlier in the year.

As a result, the Company sustained a loss of approximately $1.4 million in 2001,
and has a working capital deficiency of $148,526 and an accumulated deficit of
$1,167,060 as of December 31, 2001. One of the Company's directors is presently
funding its working capital requirements on an as needed basis; however, there
is no assurance that such funding will be available indefinitely. Accordingly,
the ability of the Company to continue as a going concern is dependent on the
Company's ability to raise additional capital and implement its business plan,
including its program for regional insured group health plans.

At December 31, 2001, the Company had little data available on trends in the
specific markets targeted for its proposed insured health plan operations.
However, the increase in healthcare costs and demand for healthcare services
experienced nationwide indicate increasing market demand for products such as

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the regional insured group health plan model proposed by the Company. There are
no material commitments for the capital resources of the Company as of December
31, 2001, and any such commitments will be considered only upon the securing of
the financing needed to implement the Company's business plan.

It expects to incur losses for the near future, but is in the process of
developing additional revenue sources that will be both independent of and
complementary to the development of the Trans-Century Health Plans. These
sources include:

     o    supporting a new supply-chain management initiative directly between a
          national distributor and existing healthcare Provider clients,
          principally hospitals, physician groups, and physician organizations;

     o    coordinating the development of a specialty "Center of Excellence"
          focused on controlling costs through specific disease state
          management;

     o    assuming management of an existing physician organization;

     o    providing access to third party entities offering receivables
          financing, Internet site development, hospital EPO, and payer contract
          compliance analysis; and

     o    providing network and product development services to state
          governments in connection with various indigent and workers'
          compensation programs.

Trans-Century Resources does not currently have sufficient cash available to
fund its operations, implement its business plan, and establish sufficient
reserves for its captive insurance company. One of the Company's shareholders is
presently funding its working capital requirements on an as needed basis;
however, there is no assurance that this funding will be available indefinitely.
Management believes that Trans-Century Resources will be successful in meeting
its working capital needs from operations and from private financing until the
proceeds of an anticipated public offering become available.

The Company believes that its existing resources, together with the estimated
net proceeds from the anticipated public offering, will be sufficient to fund
its operations for at least the next 12 months. However, if it expands more
rapidly than currently anticipated, if its working capital needs exceed its
current expectations or if it makes acquisitions and investments beyond its
current expectations, Trans-Century Resources will need to raise additional
capital from equity or debt sources. The Company cannot be sure that it will be
able to obtain the additional financing to satisfy its working capital
requirements or to implement its growth strategy on acceptable terms or at all.
If this financing cannot be obtained, the Company may be forced to curtail the
business expansion associated with the Trans-Century Health Plans concept, and
may be unable to fund its ongoing operations.


ITEM 7.  FINANCIAL STATEMENTS

The financial statements and supplemental data required by this Item 7 follow
the index of financial statements appearing at Item 13 of this Form 10-KSB.

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ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

As a result of the merger of Trans-Century Resources, Inc., a Texas corporation,
and eInsure Networks Corporation, the Board of Directors voted to dismiss
Weinberg & Company, P.A. ("Weinberg") as the Company's certifying accountant
effective February 15, 2002. Weinberg's reports on the financial statements for
2000 and 1999 identify us as a development stage company without operations and
with accumulated losses, and identify that substantial doubt exists concerning
our ability to continue as a going concern. There have been no disagreements
with Weinberg on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope of procedure during our two most recent
fiscal years and the interim period from January 1, 2001 through February 18,
2002.

On February 18, 2002, the Company engaged Sprouse & Anderson, L.L.P., Austin,
Texas as its certifying accountant. During the Company's two most recent fiscal
years and for the interim period through February 15, 2002, neither the Company
nor anyone on its behalf consulted with Sprouse & Anderson, L.L.P. regarding the
application of accounting principles to a specified transaction or the type of
audit opinion that might be rendered on the Company's financial statements.


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

The directors and executive officers of Trans-Century are as follows:

         Name           Age      Title
         ----           ---      -----
Mary W. Patterson       53       President and Chief Executive Officer; Director

D.L. Patterson (1)      64       Chairman of the Board of Directors; Secretary

Larry Stockman (1)      66       Director; President of NuHealth EAP Division

Mark Thomey             51       Vice President, Operations

Stephen L. Cobb         44       Chief Financial Officer; Vice President

James Walters (1)       48       Director

--------------------
(1)  Member of the Audit Committee


                                       13
<PAGE>


The principal occupations and business experience of the Company's directors,
executive officers and key personnel for at least the last five years are as
follows:

Mary W. Patterson, President and Chief Executive Officer; Director. Mrs.
Patterson served as President, Chief Executive Officer, and a director of
Trans-Century Resources, Inc. (the Texas corporation) before its merger with
eInsure. Mrs. Patterson has been the principal of Trans-Century Resources, Inc.
(the Texas corporation) and its predecessors since 1982, providing consulting
and related services to health care providers. Mrs. Patterson has a Master's
degree in Health Care Administration from Trinity University. Mrs. Patterson's
term as a director expires in 2002.

D. L. Patterson, Chairman of the Board of Directors; Secretary. Mr. Patterson
served as an officer and director of Trans-Century Resources, Inc. (the Texas
corporation) before its merger with eInsure. Mr. Patterson holds a Master's
degree in Hospital Administration from Duke University. Since 1990, Mr.
Patterson has been involved in the ownership and operations of several privately
held healthcare management organizations: Medical Venture Management, Inc.;
Elmwood Care, Inc.; Southeastern Hospital Corporation; and Trans-Century
Operations, Inc. Mr. Patterson's term as a director expires in 2002.

Larry Stockman, Ph.D., is a Director, and President of NuHealth EAP Division.
Dr. Stockman has served as a consultant to Trans-Century Resources in prior
years, and became a Director and Executive of the Company at the time of the
merger. Dr. Stockman served as the EAP Director for BJC Healthcare, a large St.
Louis based provider, from 1999 until his affiliation in 2001 with Trans-Century
Resources. He has prior EAP operational experience with organizations such as
American Healthcare Partners (1996-1999), Behavioral Health, Inc. (1993-1996),
and Human Affairs International (1984-1993). His early career included
assignments in South America and the USA with Exxon Corporation. Dr. Stockman
holds several advanced degrees. His term as a Director expires in 2002.

Mark D. Thomey, Vice President, Operations. Mr. Thomey served as executive
vice-president of operations for Trans-Century Resources, Inc. (the Texas
corporation) beginning in June 2001, before its merger with eInsure. Before
joining Trans-Century Resources, Inc., Mr. Thomey served from February 1996 to
May 2001 as Chief Executive Officer of Acadian Health Care Alliance, a PHO in
Louisiana including fifteen hospitals and 800 physicians.

Stephen L. Cobb, CPA, Chief Financial Officer; Vice President. Mr. Cobb served
as an independent managed care consultant before joining the Company. From 1999
through 2000, Mr. Cobb served as Executive Director and Chief Financial Officer
of Prime Healthcare Management, LLC, a healthcare management company. Between
1997 and 1999, Mr. Cobb served as chief financial officer of PhyCor of West
Houston, Inc., a physician practice management company. Between 1994 and 1996,
he was director of business development/MSO operations for Brownwood Regional
Medical Center. Before joining Brownwood Regional Medical Center, Mr. Cobb held
positions with two of the Big Five accounting firms.

                                       14
<PAGE>

James Walters, Director. Mr. Walters served as an officer of eInsure and became
a director following the merger transaction with Trans-Century Resources, Inc.
(the Texas corporation). Mr. Walters is President of Kellogg & Andelson, Los
Angeles' largest local privately owned accounting firm. Mr. Walters began his
business career in 1976 as an accountant at Kellogg & Andelson. In 1980 he was
elected partner and was promoted to Managing Partner in 1984. In 1995 Mr.
Walters was elected Chairman of the Board and is currently responsible for the
overall management of the 100-person firm. In addition to managing Kellogg &
Andelson, he has assisted the firm's clients with the preparation for their
initial public offerings, as well as with their acquisition and consolidation
strategies. He has extensive experience in the planning, design, installation
and review of financial management information systems. In addition, Mr. Walters
has consulted with many middle-sized companies in several different industries.
Mr. Walters has founded, owned and managed companies in commercial photography,
corporate events, auto repair and concrete molding industries. Mr. Walter's term
as a director expires 2002.

Officers serve at the discretion of the board of directors.


BOARD OF DIRECTORS

The bylaws permit the board of directors to fill any vacancy. A director
appointed to fill a vacancy may serve until the next annual meeting of
shareholders or until his or her successor has been elected. Mary W. Patterson
and D. L. Patterson are wife and husband.


BOARD COMMITTEES

Audit Committee. The board of directors recently created an audit committee. The
audit committee reviews and makes recommendations to the board of directors
concerning various auditing and accounting matters, including the results and
scope of audit and other services provided by our independent accountants. In
addition, it evaluates audit and control functions. The audit committee
currently consists of Messrs. Patterson, Stockman and Walters.














                                       15
<PAGE>


ITEM 10.  EXECUTIVE COMPENSATION

The following table sets forth information for the fiscal years ended December
31, 2001 and 2000.

<TABLE>
<CAPTION>
                                                      SUMMARY COMPENSATION TABLE

                                Annual Compensation                                   Long Term Compensation
                      -------------------------------------------------- --------------------------------------------------
                                                             Other        Restricted
                                                             Annual         Stock        Options      LTIP        All Other
Position               Year     Salary ($)    Bonuses($)  Compensation($)  Awards($)     SARs(#)    Payouts ($)  Compensation
---------              ----     ----------    ----------  --------------  -----------    -------    -----------  ------------
<S>                    <C>          <C>          <C>          <C>             <C>          <C>         <C>           <C>
George Todt,           2001         0            0            0               0            0           0             0
President,             2000         0            0            0               0            0           0             0
eInsure Network

Mary Patterson         2001         0            0            0               0            0           0             0
President, Trans-      2000         0            0            0               0            0           0             0
 Century Resources

Larry Stockman         2001        $1,536        0            0               0            0           0             0
President, NuHealth    2000         0            0            0               0            0           0             0
    EAP Division

Mark D. Thomey         2001       $46,154        0            0               0            0           0             0
Vice President,        2000         0            0            0               0            0           0             0
 Operations


Stephen L. Cobb        2001       $13,846        0            0               0            0           0             0
Chief Financial        2000         0            0            0               0            0           0             0
 Officer, Vice
   President
</TABLE>



DIRECTOR COMPENSATION

Directors currently do not receive any cash compensation from the Company for
serving as a director, although directors are reimbursed for reasonable
expenses, if any, of attendance at each regular or special meeting of the board.






                                       16
<PAGE>
EMPLOYMENT AGREEMENTS

Trans-Century Resources is a party to Employment Agreements with Mary Patterson,
Larry Stockman, Mark D. Thomey, and Stephen L. Cobb. Each agreement is for an
initial term commencing on the closing of the initial public offering by the
Company and continuing through December 31, 2003. Each of the agreements may be
extended by the parties for successive one-year terms. Under the agreements,
Mrs. Patterson will receive a base salary of $150,000 per year, Mr. Stockman
will receive a base salary of $135,000 per year, Mr. Thomey will receive a base
salary of $135,000 per year, and Mr. Cobb will receive a base salary of $135,000
per year. Each of these officers is eligible to participate in all executive
employee benefit plans and perquisites; is entitled to receive health and
disability insurance commensurate with her or his position with Trans-Century
Resources and life insurance in an amount of approximately 2.5 times the annual
salary. If terminated without cause or upon resignation for good reason, each
officer will be entitled to one year's base salary. If terminated upon a "change
in control," which is deemed to have occurred when a person or affiliated group
of people obtain 50% or more of the Company's voting securities or when a
majority of the Company's board of directors are not elected as part of the
management nominated slate, each officer will be entitled to two years' base
salary.

The Company's executive officers have waived some or all of their salaries to
date, but are at a minimum being reimbursed for expenses incurred on the
Company's behalf. If the Company's officers had received their base salaries
under the agreements during the year ended December 31, 2001, reported salaries
and related expenses for those periods would have increased by $179,618 and the
net loss would have been $(1,613,341).


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of May 15, 2002 with respect to
the beneficial ownership of the Company's outstanding common stock by each
person who is the beneficial owner of more than 5% of its capital stock; each of
its directors; each of its executive officers; and all of its directors and
executive officers as a group.

To management's knowledge, except under applicable community property laws, the
persons named in the table have sole voting power and investment power with
respect to all shares of common stock.

Title of    Name and                            Amount and         Percent of
Class       Address of                          Nature of          Class (1)
            Beneficial                          Beneficial
            Owner                               Ownership
------------------------------------------------------------------------------
Common      Appletree Investment Company, Ltd.(2)  1,800,000         13.33%
Stock       69 Athol Street                     Direct
            Douglas, Isle of Man 1M1 1JE

Common      Mary W. Patterson,                  6,000,000            44.44%
Stock       President, Chief Executive          Direct
            Officer and Director
            8140 N. Mopac Expressway
            Westpark III, Suite 200
            Austin, Texas 78759

(table continued on following page)
                                       17
<PAGE>

Title of    Name and                            Amount and         Percent of
Class       Address of                          Nature of          Class (1)
            Beneficial                          Beneficial
            Owner                               Ownership
------------------------------------------------------------------------------
Common      D. L. Patterson                      2,000,000            14.82%
Stock       Director                             Direct
            8140 N. Mopac Expressway
            Westpark III, Suite 200
            Austin, Texas 78759

Common      Larry Stockman                       2,000,000            14.82%
Stock       NuHealth EAP Division                Direct
            President and Director
            8140 N. Mopac Expressway
            Westpark III, Suite 200
            Austin, Texas 78759

Common      Mark D. Thomey                       200,000               1.48%
Stock       Vice President, Operations           Direct
            8140 N. Mopac Expressway
            Westpark III, Suite 200
            Austin, Texas 78759

Common      Stephen L. Cobb                      200,000               1.48%
Stock       Chief Financial Officer and          Direct
            Vice President
            8140 N. Mopac Expressway
            Westpark III, Suite 200
            Austin, Texas 78759

Common      James Walters                           0                0.00%
Stock       Director                             Direct
            14724 Ventura Blvd., Second Floor
            Sherman Oaks, California 91403

Common      All directors and executive          10,400,000            77.04%
Stock       officers as a group                  Direct
            (6 persons)

------------
(1)  Based on 13,500,000 shares of common stock outstanding as of May 15, 2002

(2) Appletree Investment Company, Ltd. is a corporation domiciled on the Isle of
Man. Its directors, Simon Grant Duggan, Bernard O'Kelly, Stewart Davies and
Gordon Drake, have voting and investment power for the Trans-Century shares
owned by Appletree Investment Company, Ltd.


                                       18
<PAGE>


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mary Patterson, President, Chief Executive Officer, and a director of
Trans-Century Resources and D. L. Patterson, Secretary and Chairman of the Board
of Directors, are wife and husband.

Community Health-Risk Corporation, the captive insurance company, was formed in
2000 by Mr. Patterson and others CHRC was invoiced by Trans-Century Resources
for billable hours and out of pocket expenses associated with the development of
a community based health plan concept until mid-2001, when the Company acquired
the stock of CHRC for $30,000 of debt payable to Mr. Patterson. CHRC had
recorded an intangible asset of approximately $933,000 to reflect capitalization
amounts invoiced by Trans-Century Resources. CHRC made only one payment of
$3,500 on amounts invoiced by the Company. At year-end 2001, management
determined that the intangible asset of approximately $933,000 associated with
the Company's investment in CHRC had no value, and charged it, along with the
acquisition cost of CHRC of $30,000, against earnings

During the second quarter of 2001, the Company paid PageOne Business
Productions, LLC $100,000 to assist the Company in obtaining capital. PageOne
Business Productions, LLC holds 200,000 shares of the Company's common stock
(1.48% of the shares outstanding as of September 15, 2002). PageOne Business
Productions, LLC also holds a transferable warrant to purchase 350,000 shares of
the Company's common stock exercisable through November 19, 2006 at $1.00 per
share.

During the year ended December 31, 2001, Mr. Patterson and Mr. Stockman made
unsecured advances to the Company which were used by the Company to meet its
working capital needs. All advances are due January 1, 2004, and accrue interest
at 9% annually. During 2001, the Company received advances totaling $513,000,
and made payments of $-0-. In addition, the Company has an unsecured note
payable to Mr. Patterson related to the purchase of Community Health-Risk
Corporation in the amount of $30,000. The note is due January 1, 2004, bearing
interest at the prime rate plus 1.75%. At December 31, 2001, amounts owed Mr.
Patterson and Mr. Stockman were included in the consolidated balance sheet as
due to officers and directors in the amount of $1,017,900, and accrued interest
on the advances was $68,331. All of the shareholders of Trans-Century Resources,
Inc. (the Texas Corporation) and of eInsure Networks Corporation, including the
persons named in Item 11, were parties to the Merger Agreement and the merger
transactions described in Item 1 and Item 5.


                                       19

<PAGE>


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      (1) The following financial statements are contained on Pages F-1
         through F-12:

           REPORT OF INDEPENDENT AUDITORS SPROUSE & ANDERSON L.L.P., CERTIFIED
           PUBLIC ACCOUNTANTS, DATED APRIL 11, 2002

           CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2001

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

           CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND PARTNERS' CAPITAL
           FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

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

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2001

(a)  (2) Exhibits

     2.1  Merger Agreement dated as of November 12, 2001 by and among eInsure
          Networks Corporation ("eInsure"), T-C Texas and the holders of common
          stock of T-C Texas. (Incorporated by reference to Exhibit 2.1 to Form
          8-K filed February 22, 2002.)

                    Index.  Exhibits  and Schedules to Merger Agreement*

                    Exhibit A        Shareholders  of T-C Texas;
                    Exhibit B        Plan of  Merger;
                    Exhibit C        Form of Release;
                    Schedule 2.11    Financial Statements of T-C Texas;
                    Schedule 2.12    Changes of T-C Texas;
                    Schedule 2.17    Capitalization of T-C Texas;
                    Schedule 2.18    Agreements of T-C Texas;
                    Schedule 2.20    Real Estate of T-C Texas;
                    Schedule 3.5     Financial  Statements  of eInsure;
                    Schedule 3.6     Changes of eInsure;
                    Schedule 3.11    Periodic Reports of  eInsure;
                    Schedule 3.12    Capitalization  of  eInsure;
                    Schedule 3.13    Agreements  of eInsure;
                    Schedule 3.19    Corporate Records of eInsure.

              * Copies of the exhibits and schedules to the Merger Agreement
                will be provided to the Commission upon request.

     2.2   Agreement and Plan of Merger of Trans-Century Resources, Inc. into
           eInsure Networks Corporation. (Incorporated by reference to Exhibit
           2.2 to Form 8-K filed February 22, 2002.)


                                       20
<PAGE>


     3.1.1 Restated Certificate of Incorporation of eInsure Networks
           Corporation. (Incorporated by reference to Exhibit 3.1.1 to Form 8-K
           filed February 22, 2002.)

     3.1.2 Certificate of Merger of eInsure Networks Corporation and
           Trans-Century Resources, Inc. (Incorporated by reference to Exhibit
           3.1.2 to Form 8-K filed February 22, 2002.)

     16.1  Letter on change in certifying accountant. (Incorporated by reference
           to Exhibit 16.1 to Form 8-K filed February 22, 2002.)


(b)  Reports on Form 8-K

          Report on Form 8-K dated November 19, 2001
































                                       21
<PAGE>


                          INDEPENDENT AUDITORS' REPORT


To The Board of Directors and Shareholders of
Trans-Century Resources, Inc.


We have audited the accompanying consolidated balance sheet of Trans-Century
Resources, Inc. (the Company) as of December 31, 2001 and the related
consolidated statements of operations, consolidated shareholders' equity,
partners' capital and consolidated cash flows for the years ended December 31,
2001 and 2000. These consolidated financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with U.S. generally accepted auditing
standards. 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
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion the financial statements referred to in the first paragraph
present fairly, in all material respects, the financial position of
Trans-Century Resources, Inc. as of December 31, 2001, and the results of its
operations and its cash flows for the years ended December 31, 2001 and 2000 in
conformity with U.S. generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 13, the
Company has a working capital deficiency of $148,526, an accumulated deficit of
$1,167,060 and a net loss for the year ended December 31, 2001 of $1,435,710.
These matters raise substantial doubt about the Company's ability to continue as
a going concern. Management's plans in regard to these matters are partially
described in Note 13. The accompanying consolidated financial statements do not
include any adjustments relating to the recoverability and classification of
asset carrying amounts or the amount and classification of liabilities that
might result should the Company be unable to continue as a going concern.

SPROUSE & ANDERSON, L.L.P.

April 11, 2002
Austin, Texas





                                      F-1


<PAGE>

                          TRANS-CENTURY RESOURCES, INC.
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2001

                                     ASSETS
CURRENT ASSETS
  Cash and cash equivalents                                        $     2,509
  Restricted cash                                                      250,000
  Accounts receivable, net                                             139,533
  Deposits and prepaid expenses                                          5,768
                                                                   -----------
      Total Current Assets                                             397,810

PROPERTY AND EQUIPMENT, net                                             15,225
OTHER ASSETS                                                               499
                                                                   -----------
   TOTAL ASSETS                                                    $   413,534
                                                                   ===========

                 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
   Accounts payable                                                $   123,543
   Accrued expenses                                                     22,778
   Accrued interest                                                     75,327
   Note payable                                                        250,000
   Obligations under capital lease, current portion                      3,688
   Line of credit                                                       71,000
                                                                   -----------
      Total Current Liabilities                                        546,336

   Due to officers and directors, long-term                          1,017,900

   Obligations under capital lease, net of current portion               2,358
                                                                   -----------

      Total Liabilities                                              1,566,594
                                                                   -----------
Commitments and contingencies

SHAREHOLDERS' EQUITY (DEFICIT)
   Preferred stock (8,000,000 authorized, $.001 par, -0-
      issued and outstanding)                                              -0-
   Common  stock  (100,000,000 authorized, $.001 par,
      14,000,000 issued and outstanding)                                14,000
   Accumulated Deficit                                              (1,167,060)
                                                                   -----------
      Total Shareholders' Equity (Deficit)                          (1,153,060)
                                                                   -----------

   TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)            $   413,534
                                                                   ===========


                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                      F-2
<PAGE>


                          TRANS-CENTURY RESOURCES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000


                                                        2001          2000
                                                   -----------     -----------
REVENUES                                           $   727,300     $ 1,269,416

EXPENSES
   Selling, general and administrative                 559,519         453,914
   Salaries and related expenses                       381,760         425,665
   Impairment expense                                  933,358              -0-
   Legal and accounting fees                           112,142           7,351
   Office supplies                                      19,063          23,098
   Rent                                                 78,790          75,000
   Bank charges                                            206              12
                                                   -----------     -----------
      Total Operating Costs and Expenses             2,084,838         985,040
                                                   -----------     -----------
Operating Income (Loss)                             (1,357,538)        284,376
                                                   -----------     -----------
Other Income (Expense)
   Interest expense                                    ( 9,841)         (2,510)
   Interest expense-related party                     (68,331)         (20,997)
   Other                                                   -0-           9,131
                                                   -----------     -----------
      Total Other Income (Expense)                     (78,172)        (14,376)
                                                   -----------     -----------

INCOME (LOSS) BEFORE TAXES                          (1,435,710)        270,000

PROVISION FOR TAXES                                        -0-             -0-
                                                   -----------     -----------

NET INCOME (LOSS)                                  $(1,435,710)    $   270,000
                                                   ===========     ===========

Earnings (Loss) Per Share
   Basic and diluted                               $     (.13)     $       .03
                                                   ===========     ===========
Weighted Average Common Shares
 outstanding during the period,
 basic and diluted                                  11,095,890      10,000,000
                                                   ===========     ===========




                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                      F-3

<PAGE>

<TABLE>
<CAPTION>

                          TRANS-CENTURY RESOURCES, INC.
          CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND PARTNERS' CAPITAL
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000


                                             Common Stock                     Additional
                                         ----------------------   Partners'    Paid-In      Accumulated
                                           Shares       Amount     Capital     Capital        Deficit         Total
                                         ----------     -------   ---------   ----------    -----------     -----------
   <S>                                   <C>            <C>       <C>         <C>           <C>             <C>
   Balance at January 1, 2000                   -0-     $   -0-   $  66,244   $      -0-    $       -0-     $    66,244

   Partner distributions through
    TCO Trans-Century, Ltd.                     -0-         -0-     (36,000)         -0-            -0-         (36,000)

   Net income                                               -0-     270,000          -0-            -0-         270,000
                                         ----------     -------   ---------   ----------    -----------     -----------

   Balance at January 1, 2001                   -0-         -0-     300,244          -0-            -0-         300,244

   Partner distributions through
    TCO Trans-Century, Ltd.                     -0-         -0-     (21,000)         -0-            -0-         (21,000)

   Conversion of TCO Trans-Century, Ltd.
    to Trans-Century Resources, Inc.          1,000       1,000    (279,244)         -0-        278,244             -0-

   Acquisition of NuHealth Employee
    Assistant Program                           200         200         -0-          -0-          1,787           1,987

   Acquisition of eInsure as a
    recapitalization                     13,998,800      12,800         -0-          -0-        (11,381)          1,419
                                         ----------     -------   ---------    ---------    -----------     -----------

   Balance at November 19, 2001
    (merger date)                        14,000,000      14,000         -0-          -0-        268,650         282,650

   Net loss for the year ended
    December 31, 2001                           -0-         -0-         -0-          -0-     (1,435,710)     (1,435,710)
                                         ----------     -------   ---------    ---------    -----------     -----------

   Balance at December 31, 2001          14,000,000     $14,000   $     -0-    $     -0-    $(1,167,060)    $(1,153,060)
                                         ==========     =======   =========    =========    ===========     ===========
</TABLE>





                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                      F-4

<PAGE>
<TABLE>
<CAPTION>
                          TRANS-CENTURY RESOURCES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

                                                              2001          2000
                                                           -----------   ----------
<S>                                                        <C>           <C>
Cash flows used by operating activities:
Net income (loss)                                          $(1,435,710)  $  270,000
Adjustments to reconcile net loss to cash used by
 operating activities
   Stock issued in acquisition                                   3,406          -0-
   Depreciation and amortization                                11,184        9,843
   Bad debt expense                                                -0-       87,101
Changes in operating assets and liabilities
   (Increase) decrease in restricted cash                     (250,000)         -0-
   (Increase) decrease in accounts receivable                  703,219     (780,377)
   Decrease in other current assets                              2,893          -0-
   (Increase) decrease in deposits and prepaid expenses           (499)        (379)
   Increase (decrease) in accounts payable                     113,012       (1,463)
   Increase in other accrued expenses                           82,629       13,814
                                                           -----------   ----------
Net cash used by operating activities                         (769,866)    (401,461)
                                                           -----------   ----------
Cash flows used for investing activities
   Acquisition of fixed assets                                  (3,397)      (4,743)
                                                           -----------   ----------
Net cash used for investing activities                          (3,397)      (4,743)
                                                           -----------   ----------
Cash flows from financing activities:
   Proceeds from notes payable                                 250,000          -0-
   Payments under capital leases                                (1,941)         -0-
   Distributions                                               (21,000)     (36,000)
   Proceeds from advances by partners                          543,000      349,900
   Borrowings on line of credit                                    -0-       71,000
                                                           -----------   ----------
Net cash provided by financing activities                      770,059      384,900
                                                           -----------   ----------
Net increase (decrease) in cash                                 (3,204)     (21,304)
Cash and cash equivalents, beginning of year                     5,713       27,017
                                                           -----------   ----------
Cash and cash equivalents, end of year                     $     2,509   $    5,713
                                                           ===========   ==========
NON-CASH TRANSACTIONS
   Cash paid for interest                                  $     3,929   $    9,510
                                                           ===========   ==========
NON-CASH FINANCING AND INVESTING ACTIVITIES
   Purchase of fixed assets under capital leases           $     7,987   $      -0-
                                                           ===========   ==========
   Issuance of common stock for assets acquired            $     1,987   $      -0-
                                                           ===========   ==========
   Stock issued in eInsure acquisition                     $     1,419   $      -0-
                                                           ===========   ==========
   Acquisition of CHRC for note payable                    $    30,000   $      -0-
                                                           ===========   ==========
</TABLE>
                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                      F-5
<PAGE>

                          TRANS-CENTURY RESOURCES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

NOTE 1:  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

On December 22, 1994, an entity which had been conducting business since 1982 as
Trans-Century Resources was organized into a limited partnership, TCO
Trans-Century, Ltd. ("TCO").

Effective October 31, 2001, TCO transferred all right, title and interest in TCO
to Trans-Century Resources, Inc., a Texas corporation (T-C Texas), in exchange
for 1,000 shares of no-par common stock of T-C Texas. At the date of transfer,
TCO's assets included a wholly owned subsidiary, Community Health Risk
Corporation (CHRC), a captive insurance company domiciled in the British Virgin
Islands.

CHRC was originally owned by a group including a shareholder of the Company. TCO
had provided services to and invoiced CHRC for billable hours and out of pocket
expenses associated with the development of its community based health plan
concept until mid-2001, when TCO acquired the stock of CHRC for $30,000 of debt
payable to the shareholder of the Company. CHRC had recorded an intangible asset
of approximately $933,000 to reflect capitalization amounts invoiced by TCO. At
year end 2001 it was determined that there was no value to the intangible asset
of approximately $933,000 associated with the Company's investment in CHRC, and
as such it was impaired under SFAS 121, "Accounting for the Impairment of Long
Lived Assets and for Long Lived Assets to be Disposed of." The $30,000 related
to the acquisition was expensed under SOP 98-5, "Reporting on the Costs of
Start-Up Activities." The acquisition was accounted for by the purchase method
of accounting and, accordingly, the assets acquired and liabilities assumed were
recorded at fair value. CHRC was inactive and there was no activity in 2001.

In addition, an individual transferred assets of NuHealth Employee Assistance
Program valued at $1,987 to T-C Texas in exchange for 200 shares of no-par
common stock of T-C Texas.

Effective November 19, 2001, eInsure Networks Corporation consummated a Merger
Agreement (the "Agreement") with T-C Texas, whereby the shareholders of T-C
Texas exchanged their shares of common stock for common stock of eInsure. Before
the merger, eInsure was a development stage corporation with no operations. For
accounting purposes the acquisition has been treated as a recapitalization of
T-C Texas with T-C Texas as the acquirer in a reverse acquisition.

The historical financial statements are those of T-C Texas and its predecessor
TCO. Concurrent with the merger, eInsure changed its name to Trans-Century
Resources, Inc. (the "Company"). Pursuant to the Agreement, the shareholders of
T-C Texas exchanged all their shares into 12,000,000 shares or approximately
85.7% of the common stock of eInsure. The shareholders of eInsure before the
Agreement hold the remaining 2,000,000 shares of the 14,000,000 total shares of
the Company issued and outstanding subsequent to the merger. Those 2,000,000
shares were valued at $1,419, or $.0007 per share, based upon the value
associated with the exchange of shares of T-C Texas for TCO partners' capital of
$9,933.

                                      F-6

<PAGE>

                          TRANS-CENTURY RESOURCES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

NOTE 1:  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES, Continued

ORGANIZATION, continued

Prior to the merger, the principal stockholder of eInsure was AppleTree
Investments Company, Ltd. There were no material relationships between (i) T-C
Texas or any of its affiliates, any officer or director of T-C Texas or any
associate of any such director or officer, and (ii) eInsure or any of its
affiliates, any officer or director of eInsure or any associate of any such
director or officer, except that Larry Stockman, an officer, director and
principal shareholder of T-C Texas is the brother-in-law of the former president
and sole director of eInsure.

The Agreement provided that certain individuals named therein, including the
three principal stockholders of T-C Texas, would be elected as directors of the
surviving corporation and that the previous sole director would resign.

Trans-Century Resources, Inc. is a managed care consulting business that
services clients throughout the United States. Its wholly owned captive
insurance subsidiary, CHRC, is inactive. At year-end 2001, management deemed the
intangible asset of approximately $933,000 associated with the Company's
investment in CHRC to be impaired under Statement of Financial Accounting
Standard 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of", and charged such amounts to operations at
that time.

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of T-C
Texas and its wholly owned subsidiary, Community Health Risk Corporation,
collectively the Company. All significant intercompany accounts and transactions
have been eliminated in the consolidation.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost and depreciated over the estimated
useful lives (ranging from 5 to 7 years) of the related assets using the double
declining balance method. Maintenance and repairs are charged to operations as
incurred and betterments of existing assets are capitalized.

Impairment losses are recorded on long-lived assets used in operations when
indicators of impairment are present and undiscounted cash flows estimated to be
generated by those assets are less than the assets' carrying amount. There has
been no impairment for property and equipment recorded in the financial
statements.

REVENUE RECOGNITION

The Company recognizes service contract revenue as services are rendered under
the terms of the related agreements, which are executed by both parties and
generally specify payment of an hourly rate for such services and reimbursement
of expenses.

                                      F-7
<PAGE>

                          TRANS-CENTURY RESOURCES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

NOTE 1:  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES, Continued

CASH EQUIVALENTS

For financial reporting purposes, the Company considers all highly liquid
investments with a maturity of three months or less, when acquired, to be cash
equivalents. At December 31, 2001, the Company had $250,000 in restricted cash
dedicated to the repayment of a loan payable due to a financial institution.

ACCOUNTS RECEIVABLE

The Company provides for uncollectible accounts receivable using the allowance
method of accounting for bad debts. Under this method of accounting, a provision
for uncollectible accounts is charged to earnings. The allowance account is
increased or decreased based on past collection history and management's
evaluation of accounts receivable. All amounts considered uncollectible are
charged against the allowance account and recoveries of previously charged off
accounts are added to the allowance. For the year ended December 31, 2001,
allowance for doubtful accounts for accounts receivable was $0.

INCOME TAXES

The Company accounts for income taxes under the Financial Accounting Standards
Board Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes" ("Statement 109"). Under statement 109, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax basis. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. Under Statement 109, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date. There were no current or deferred income tax
expense or benefits due to the Company for the year ended December 31, 2001. At
December 31, 2001, the Company has a potential deferred tax asset of
approximately $30,000, which has been fully reserved, arising from net operating
losses aggregating $120,000. These net operating losses begin to expire in 2020.

ESTIMATES

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



                                      F-8


<PAGE>

                          TRANS-CENTURY RESOURCES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

NOTE 2:  PROPERTY AND EQUIPMENT

Property and equipment consist of the following at December 31, 2001:

          Furniture and fixtures                          $ 90,415
          Less accumulated depreciation                    (75,190)
                                                          --------
                Net Depreciable Assets                    $ 15,225
                                                          --------

Depreciation expense for the years ended December 31, 2001 and 2000 was $11,184
and $9,843, respectively.


NOTE 3:  DUE TO OFFICERS AND DIRECTORS


During the years ended December 31, 2001 an officer and a director made
unsecured advances to the Company. All advances made are due January 1, 2004 and
accrue interest at 9% annually. During 2001, the Company received advances
totaling $513,000 and made payments of $-0-. In addition, the Company has an
unsecured note payable to a director in the amount of $30,000, due January 1,
2004, bearing interest at the prime rate plus 1.75%. At December 31, 2001, due
to officers and directors was $1,017,900.


NOTE 4:  NOTE PAYABLE


Note payable at December 31, 2001 consisted of a note payable of $250,000 to a
financial institution, due September 27, 2002, bearing interest at a rate of
5.5%, and secured in full by a certificate of deposit.


NOTE 5:  LINE OF CREDIT

The Company has an unsecured line of credit of $75,000 with a financial
institution. Interest on the line of credit is computed daily at the prime rate
plus 1.75%. Total amount outstanding at December 31, 2001 was $71,000. Accrued
interest on the line of credit at December 31, 2001 was $6,396.


NOTE 6:  RETIREMENT PLAN

The Company provides a SIMPLE retirement plan for all employees age 18 and over
with one year of service. This plan is a defined contribution plan under which
the Company matched 100% of employee contributions up to 3% of gross salary.
Employer contributions were $13,061 and $12,133 for the years ended December 31,
2001 and 2000, respectively.

                                      F-9

<PAGE>

                          TRANS-CENTURY RESOURCES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

NOTE 7:  CAPITAL LEASE OBLIGATIONS

The Company is obligated under capital leases for computer equipment. Payments
are due monthly and include interest at 7%. The computer equipment is included
in furniture and fixtures at cost of $7,987. Accumulated depreciation includes
$1,717 in depreciation expense related to these assets. Future minimum payments
due under the capital leases are as follows:

                          2002                                $ 3,994
                          2003                                  2,416
                                                              -------
                                                                6,410
       Less amounts representing interest                        (364)
                                                              -------
       Present value of minimum lease payments                  6,046
       Less current installments                               (3,688)
                                                              -------
       Obligations due under capital leases, net of
          current portion                                     $ 2,358
                                                              =======

NOTE 8:  COMMITMENTS AND CONTINGENCIES

The Company leases office space and equipment under noncancelable operating
leases expiring October 2002. Total rent expense under all operating leases for
the years ended December 31, 2001 and 2000 was approximately $79,000 and
$75,000, respectively..

Future minimum lease payments under noncancelable operating leases for 2002 is
$62,798.

The Company has entered into employment agreements that are contingent upon the
raising of additional capital, with four employees through December 31, 2003.
Should the Company terminate the employment agreement without cause, the Company
would be liable for one year's base salary. If terminated upon a change in
control each officer is entitled to two years' base salary. At December 31,
2001, the total annual base salary of the four employment agreements contingent
upon the raising of additional capital was approximately $555,000.

NOTE 9:  RELATED PARTY TRANSACTIONS

During the year ended December 31, 2001 an officer and a director made unsecured
advances to the Company. All advances made are due January 1, 2004 and accrued
interest at 9% annually. During 2001, the Company received advances totaling
$513,000 and made payments of $-0-. In addition, the Company has an unsecured
note payable to a director in the amount of $30,000, due January 1, 2004,
bearing interest at the prime rate plus 1.75%. At December 31, 2001, due to
officers and directors was $1,017,900. In addition, accrued interest on the
advances was $68,331.

During the second quarter of 2001, the Company paid PageOne Business
Productions, LLC $100,000 to assist the Company in obtaining capital. PageOne
Business Productions, LLC is a shareholder of the Company.

                                      F-10
<PAGE>

                          TRANS-CENTURY RESOURCES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

NOTE 10: CONCENTRATIONS OF CREDIT RISK

The Company's financial instruments that are exposed to concentrations of credit
risk consist of cash and cash equivalents. The Company places its cash and cash
equivalents with higher credit quality financial institutions, however for
limited periods of time during the year, bank balances in deposit were in excess
of the Federal Deposit Insurance Corporation insurance limit.

One customer accounted for more than 10% of Company revenues during 2000.
Revenues for services provided to Community Health Risk Corporation, acquired by
the Company in 2001, aggregated approximately $732,000 in 2000. In 2001,
customers accounting for more than 10% of Company revenues included Community
Health Risk Corporation with approximately $211,000, and Integrated Physician
Partners/Pri-Med Health Network with approximately $85,000.


NOTE 11: LOSS PER SHARE

Basic and diluted loss per common share for the year ended December 31, 2001 is
computed based upon the weighted average number of common and dilutive potential
common shares outstanding as defined by Financial Accounting Standards No. 128
"Earnings Per Share". Warrants to purchase shares of common stock were
outstanding during the period but the inclusion of those potential common shares
in the computation of diluted loss per common share would have an Anti-Dilutive
effect. Therefore, basic and diluted per-share amounts are the same.

Basic loss per share for the year ended December 31, 2000 is computed based upon
the weighted average number of common shares outstanding had the acquisition
occurred on January 1, 2000.


NOTE 12: CAPITAL STOCK

Preferred Stock - Effective with agreement and plan of merger and set forth in
the restated Certificate of Incorporation, the Company is authorized to issue
8,000,000 shares of preferred stock at $.001 par value, with such designations,
preferences, limitations and relative rights as may be determined from time to
time by the Board of Directors. No preferred shares have been issued as of
December 31, 2001.

Common Stock - The Company is authorized to issue 100,000,000 shares of common
stock at $.001 par value. The Company has 14,000,000 shares issued and
outstanding as of December 31, 2001.

Common Stock Warrants - Pursuant to the continuing agreement with PageOne
Business Productions, LLC, 350,000 warrants to purchase stock, exercisable at
$1.00 per share were issued and outstanding at December 31, 2001. These warrants
enable holder to purchase shares of the Company's stock through November 19,
2006. At the time of original issuance the warrants were not assigned an initial
value or any accretion as their estimated fair market value approximated zero.
As of December 31, 2001, all warrants issued were outstanding.

                                      F-11
<PAGE>

                          TRANS-CENTURY RESOURCES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

NOTE 13: GOING CONCERN

As reflected in the accompanying financial statements, the Company has a working
capital deficiency of $148,526, an accumulated deficit of $1,167,060 and a net
loss for the year ended December 31, 2001 of $1,435,710. Accordingly, the
ability of the Company to continue as a going concern is dependent on the
Company's ability to raise additional capital and implement its business plan.
The financial statements do not include any adjustments that might be necessary
if the Company is unable to continue as a going concern.

The Company expects to incur losses for the near future, but is in the process
of developing additional revenue sources that complement its business plan. One
of the Company's shareholders is presently funding its working capital
requirements on an as needed basis; however, there is no assurance that such
funding will be available indefinitely.

Management believes that the Company will be successful in meeting its working
capital needs from operations and from private financing until alternative
financing can be secured through the sale of equity or the issuance of debt.
However there is no assurance that such efforts to raise capital or secure other
financing will be successful. These factors, among others, raise substantial
doubt about the Company's ability to continue as a going concern.















                                      F-12


<PAGE>





                                   SIGNATURES


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

                                   TRANS-CENTURY RESOURCES, INC.

Amendment No. 2
Date     January 30, 2003          By: /s/ Mary W. Patterson
                                       --------------
                                   Name: Mary W. Patterson
                                   Title:  Chief Executive Officer


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


Date     January 30, 2003          By: /s/ Mary W. Patterson
                                       --------------
                                   Name: Mary W. Patterson
                                   Title: Chief Executive Officer, Director

Date     January 30, 2003          By: /s/ D. L. Patterson
                                       ---------------
                                   Name: D. L. Patterson
                                   Title: Chairman of the Board, Secretary

Date     January 30, 2003          By: /s/ Larry Stockman
                                       -------------
                                   Name: Larry Stockman
                                   Title: Director

Date     January 30, 2003          By: /s/ Stephen L. Cobb
                                       --------------
                                   Name: Stephen L. Cobb
                                   Title: Chief Financial Officer

Date     January 30, 2003          By: /s/ James Walters
                                       --------------
                                   Name: James Walters
                                   Title:  Director




                                       22