SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ending December 31, 2001

Commission File No. 0000-28341

Alph-Net Consulting Group, Ltd.
A Nevada corporation      77-0426983
(I.R.S. Employer Identification Number)

2110 E. Water Street, Tucson, Arizona 87519

Registrant's telephone number, including area code:
(520) 322-9918

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

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

Check whether the issuer (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days.  [X]Yes [ ] No

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 or any amendment to this Form 10-KSB.
[x]

The issuer's revenues for its most recent fiscal year is:
$36,455 net sales.

As of January 30, 2002 the aggregate market value of voting
stock held by non-affiliates of the registrant was
$250 based on $0.001 per share.

     Class             Outstanding as of January 30, 2002
$.001 Par Value Common Stock          1,000,000 SHARES


PART I

This Report may contain certain "forward-looking" statements
as such term is defined in the Private Securities Litigation
Reform Act of 1995 or by the Securities and Exchange
Commission in its rules, regulations and/or releases, which
represent our expectations or beliefs, including but not
limited to, statements concerning our operations, economic
performance, financial condition, growth and acquisition
strategies, investments, and future operational plans.  For
this purpose, any statements contained herein that are not
statements of historical fact may be deemed to be forward-
looking statements.  Without limiting the generality of the
foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "intend," "could," "estimate," "might," or
"continue" or the negative or other variations thereof or
comparable terminology are intended to identify forward-
looking statements.  These statements by their nature
involve substantial risks and uncertainties, certain of
which are beyond our control, and actual results may differ
materially depending on a variety of important facts,
including but not limited to those risk factors discussed
herein below.

Unless the context requires otherwise, all references to
"we," "our," "us" or the "Company" refer to Alph-Net
Consulting Group, Ltd.  As Alph-Net completed the
acquisition of the assets and liabilities of McKnight
Consulting LLC on December 31, 2001, the information
presented though out this report is about Alph-Net and its
new business.

Item 1.	   DESCRIPTION OF BUSINESS.

Since its formation on April 15, 1996, ALPH-NET CONSULTING
GROUP, LTD., a Nevada corporation (the "Company"), has not
engaged in any operations other than organizational matters
until it closed on the purchase of the assets and
liabilities of McKnight Consulting LLC on December 31, 2001.
Alph-Net was formed specifically to be a "blank check" or
"clean public shell" corporation, for the purpose of either
merging with or acquiring an operating company with
operating history and assets.

In connection with the normal business practice of Alph-Net
Consulting Group, we continuously reviewed our strategic
business opportunities and in April 2001, we were contacted
by a representative of McKnight Consulting LLC concerning a
possible combination.  From April 2001 through the execution
of the contribution agreement, ongoing discussions were held
between representatives of McKnight Consulting and our
management.  The consideration for the acquisition of the
assets and liabilities of McKnight Consulting by the
issuance to McKnight Consulting members of seventy-five
percent of the common stock of Alph-Net Consulting was the
product of negotiations between the parties and reflects
their estimate of the value of the assets and liabilities of
McKnight Consulting.  Additionally, the negotiated
consideration was arrived at in large part so that the
current shareholders of Alph-Net Consulting would not be
diluted, thereby retained an equal percent stock position.
Management did not seek a fairness opinion or engage a
financial advisor because the relative value of the
transaction would be less than the cost of obtaining a
fairness opinion.

On October 31, 2001, we entered into the contribution
agreement whereby, subject to shareholder approval, we
acquired, in exchange for 750,000 shares of our common
stock, the assets and liabilities of McKnight Consulting.
Originally operated as a sole proprietorship, and then
reformed as a limited liability company under the laws of
the state of Arizona in 2001, McKnight Consulting LLC was a
technical consulting company whose primary focus is in
developing, supporting, designing, and implementing computer
connectivity solutions with small to mid-sized companies
nationwide and providing research and technical consulting
specializing in social science research and technology that
supports efforts in research. Efforts are focused on
research design, methodology and statistics in formulating
sound research design proposals.  These services include
network design, configuration, management, administration,
programming, and evaluation.  In addition to these services,
database connectivity and server application management is
offered when these services are integrated into the network
design.  The acquisition of the assets and liabilities of
McKnight Consulting closed on December 31, 2001.

Pursuant to the closing of the acquisition of the assets and
liabilities of McKnight Consulting, on December 31, 2001 the
Company had a change in management.  Patrick McKnight was
appointed President and Director, while Kathy McKnight was
appointed Secretary and Director.  The Company's founder,
Daniel Hodges, resigned from his position with the Company
on December 31, 2001.

Patents

The Company owns no patents.  The company owns one Internet
domain name.

Employees

We have two full-time employees.  None of the Company's
employees are represented by a union.  We consider our
relations with employees to be satisfactory.

Legal Proceedings

The Company is not subject to any pending litigation, legal
proceedings or claims.

Risk Factors

The Company's business is subject to numerous risk factors,
including the following:

We have a limited operating history and may not successfully
implement its business plan.

We have a limited operating history, and our business model
is still in development.  McKnight Consulting originally
commenced operations in 1990 a sole proprietorship and then
became a limited liability company under the laws of the
state of Arizona in 2001.  As an early stage computer
consulting company, we are subject to expenses and
difficulties associated with implementing our business plan
that are not typically encountered by more mature companies.
The risks associated with implementing our business plan
relate to:

-    building out or outsourcing web hosting and
network infrastructure;

-    expanding a sales structure and marketing
programs;

-    increasing awareness of our brand;

-    providing services to customers that are reliable
and cost-effective;

-    responding to technological development or service
offerings by competitors; and

-    attracting and retaining qualified personnel.

If we are not successful in implementing our business plan,
our business or future financial or operating results could
suffer.

The Company will need additional funds which, if available,
could result in dilution of your shareholdings or an
increase in its interest expense.  If these funds are not
available, its business could be hurt.

The Company's business plan projects expansion through
acquisitions funded mostly with stock but requiring some
cash expenses and consideration.  We will need to raise
additional funds through public or private debt or equity
financing in order to:

-    take advantage of anticipated opportunities or
     acquisitions of complementary assets, technologies
     or businesses;

-    develop new products;

-    respond to unanticipated competitive pressures; or

-    achieve profitability.

When additional funds become necessary, additional financing
may not be available on terms favorable to the Company or
available at all.  If adequate funds are not available or
are not available on acceptable terms when needed, the
Company's business could be hurt.  If additional funds are
raised through the issuance of equity securities, the
percentage ownership of the Company's then current
stockholders may be reduced, and the new equity securities
may have rights, preferences or privileges senior to those
of the holders of our common stock.  If additional funds are
raised through the issuance of debt securities, these
securities could have some rights, preferences and
privileges senior to those of the holders of our common
stock, and the terms of this debt could impose restrictions
on its operations and result in significant interest expense
to McKnight Consulting.

Rapid growth strategy is likely to place a significant
strain on our resources.

The future success of the Company depends in large part on
our ability to manage any achieved growth in its business.
For its business plan to succeed, we will need:

-    to expand our business with new and current
     customers;

-    to develop and offer successful new products and
     services;

-    to retain key employees and hire new employees;
     and

-    to ensure that any future business that may
     develop or be acquired will perform in
     a satisfactory manner.

These activities are expected to place a significant strain
on our resources.  Also, we cannot guarantee that any of
these will occur or that we will succeed in managing the
results of any success in its business plan.

Annual and quarterly operating results are subject to
significant fluctuations.  As a result, period-to-period
comparisons of results of Operations are not necessarily
meaningful and should not be relied upon as indications of
future performance.

The Company has experienced significant fluctuations in its
results of operations on a quarterly and annual basis.  We
expect to continue to experience significant fluctuations in
its future quarterly and annual results of operations due to
a variety of factors, many of which are outside of our
control, including:

-    demand for and market acceptance of our services;

-    customer retention;

-    the timing and success of our marketing efforts;

-    the timing and magnitude of capital expenditures,
     including costs relating to the expansion of
     operations;

-    the timely expansion of existing facilities and
     completion of new facilities;

-    the ability to increase bandwidth as necessary;

-    fluctuations in bandwidth used by customers;

-    introductions of new services or enhancements by
     the Company and its competitors;

-    increased competition in its markets;

-    economic conditions including those in the
     technology sector;

-    potential unfavorable legislative and regulatory
     developments;

-    growth of Internet use and establishment of
     Internet operations by mainstream enterprises; and

-    changes in its pricing policies and its
     competitors' pricing policies.

A relatively large portion of the Company's expenses are
fixed in the short-term.  As a result, its results of
operations will be particularly sensitive to fluctuations in
revenue.

A relatively large portion of our expenses are fixed in the
short-term, particularly in respect of hardware, data and
telecommunications costs, depreciation, amortization, real
estate occupancy costs, interest expense and personnel.
Because we will be required to incur these fixed expenses,
irrespective of our revenue, its future results of
operations are particularly sensitive to fluctuations in
revenue.

The expected continued growth in the market for its products
and services may not materialize or may materialize in a
manner we have not anticipated.

The market is rapidly evolving.  Whether, and the manner in
which, the market for the products and services of the
Company will continue to grow is uncertain.  The market for
these products and services may be inhibited for a number of
reasons, including:

-    the reluctance of businesses to outsource their
     connectivity solutions and Web hosting needs;

-    our failure to successfully market its products
     and services to new customers; and

-    the inability to maintain and strengthen our brand
     awareness.

Success depends in large part on the continued growth of the
Internet Market.

The Company's business will be hurt if demand for Internet
and related services does not continue to grow.  This demand
may be inhibited for a number of reasons, including:

-    general economic conditions;

-    access costs;

-    inadequate network infrastructure;

-    security concerns;

-    uncertainty of legal and regulatory issues
     concerning use of the Internet;

-    inconsistent quality of service; and

-    lack of availability of cost-effective, high-speed
     service.

The Internet infrastructure may not be able to support the
demands placed on it or the Internet's performance and
reliability may decline.  Similarly, Web sites have
experienced interruptions in their service as a result of
outages and other delays occurring throughout the Internet
network infrastructure.  This could hurt our business.

A portion of our growth depends on our ability to expand web
hosting capacity to meet anticipated demand.

Continuing to expand web hosting center capacity is critical
to achieving the goals of the Company's business plan.  This
expansion is likely to include the need to add new hardware
and software, and may include the opening of additional web
hosting centers.  We to add web hosting center capacity in
the future as justified by customer demand.  Its ability to
do so successfully depends on:

-    anticipating and planning for future demand
     levels;

-    having access to sufficient capital; and

-    locating and securing satisfactory web hosting
     center sites and implementing the build-out of
     these and existing sites, all of which may require
     significant lead time.

If we are unable to expand our capacity effectively, our
growth may suffer and we may not be able to adequately meet
the demands of existing customers.

The Company operates in an extremely competitive market and
may not be able to compete effectively.

The computer connectivity consulting services market is
extremely competitive and most of our competitors are more
established and have greater financial resources.  In
addition, there are no substantial barriers to entry in this
market.  We also expect that competition will intensify in
the future.  Most of our competitors have greater market
presence, engineering and marketing capabilities and
financial, technological and personnel resources than we do.
As a result, as compared to the Company, our competitors
may:

      -    develop and expand their network and web hosting
infrastructures and service offerings more efficiently or
more quickly;

      -    adapt more swiftly to new or emerging
technologies and changes in customer requirements;

      -    take advantage of acquisitions and other
opportunities more effectively; and

      -    more effectively leverage existing relationships
with customers or exploit a more recognized brand name to
market and sell their services.

The Company's current and prospective competitors generally
may be divided into the following three groups:

      -    Web hosting companies including Digex, Inc.,
Verio, Inc., Genuity, Globix Corporation, PSINet Inc.,
Exodus Communications, Inc. and other companies;

      -    Internet solution companies including Razorfish
Inc., IBM Global Services, Accenture, US Internetworking
Inc., Scient Corp., Cambridge Technology Partners, Inc.,
Whittman-Hart Inc., Oracle Corporation, the Big 5 accounting
firms, EDS Corporation and other companies; and

      -    Internet connectivity, VPNs and security
providers including Genuity, Verio Inc., Qwest
Communications International Inc., Sprint Corporation, AT&T
Corp., UUNET Technologies, Inc., XO Communications, Cable &
Wireless plc, WorldCom, Inc. and other national and regional
providers.

We believe that we may also face competition from other
computer hardware and software companies and other media,
technology and telecommunications companies.

The number of businesses providing connectivity-related
services is rapidly growing.  We are aware of other
companies, in addition to those named above, that have
entered into or are forming joint ventures or consortia to
provide services similar to those provided by the Company.
Others may acquire the capabilities necessary to compete
with McKnight Consulting through acquisitions.

We could encounter significant pricing pressure as a result
of increased competition and industry consolidation.

As a result of increased competition and consolidation in
the industry, we could encounter significant pricing
pressure, which in turn could result in significant
reductions in the average selling price of our services.  We
may not be able to offset such price reductions even if we
obtain an increase in the number of our customers, derive
higher revenue from enhanced services or manage to reduce
costs.  Increased price or other competition could erode
market share and could significantly hurt business.  We
cannot assure you that we will have the financial resources,
technical expertise or marketing and support capabilities to
compete successfully in that environment.

The Company's revenues are heavily dependent on contracts.
If we lose these contracts, if there is a reduction in the
amount of work generated from them, or if we fail to
diversify our customer base, our business will suffer.

The Company currently derives a substantial portion of our
total revenue from contracts with two customers; Tucson
Metropolitan Energy Commission and Pasqua Yaqui Indian
Tribe.  Metropolitan Energy Commission - Baseline Study:
The study involves a detailed analysis of energy use data
collected from Tucson, Arizona homeowners to estimate the
energy use patterns and relevant predictors.  The project
requires the application of statistical models that the
Company is providing.  In addition, the study serves as a
pilot test that will later be funded by the Department of
Energy to study construction methods that may lead to
decreased energy consumption.  Pasqua Yaqui - Bring
Treatment Home Study:  The study requires the supervision by
the Company to carry out a quasi-experimental treatment
trial.  The Native American tribe has contracted with the
Company to provide technical consulting regarding data
collection, measure development, database design, research
methodology, and statistical analyses.  The loss of either
of these contracts could significantly hurt our business.

We cannot assure you that revenue from these customers, or
from other customers that have accounted for significant
revenue in past periods, individually or as a group, will
continue, or if continued, will reach or exceed historical
levels in any future period.  In addition, we may not
succeed in diversifying our customer base in future periods.

We could experience system failures and capacity
constraints, which would affect its ability to compete.

Interruptions in service to our customers could hurt our
business.  To succeed, we must be able to operate our
network and web hosting management infrastructure 24 hours
per day, seven days per week, without interruption.  The
Company's operations depend upon its ability to protect its
network and web hosting infrastructure, its equipment and
customer data against damage from human error and/or "acts
of God."  Even if we take precautions, the occurrence of a
natural disaster or other unanticipated problems could
result in interruptions in the services we provide to its
customers.

Although we have attempted to build redundancy into our
network and hosting facility by establishing a redundant,
rigorously engineered backbone connected to our web hosting
center, our network is currently subject to various single
points of failure.  For example, a problem with one of our
routers or switches could cause an interruption in the
services we provide to some of our customers.  Any
interruptions in service could:

      -    cause end users to seek damages for losses
incurred;

      -    require us to spend more money and dedicate more
resources to replacing existing equipment, expand facilities
or adding redundant facilities;

      -    cause the Company to spend money on existing or
new equipment and infrastructure earlier than planed;

      -    damage our reputation for reliable service;

      -    cause existing end-users and resellers to cancel
contracts; or

      -    make it more difficult for us to attract new end-
users and partners.

Any of these results could hurt our business.

Failure of the national telecommunications network and
Internet infrastructure to continue to grow in an orderly
manner could also result in service interruptions.  While
the national telecommunications network and Internet
infrastructure have historically developed in an orderly
manner, there is no guarantee that this will continue as the
network expands and more services, users and equipment
connect to the network.  Failure by the telecommunications
providers to provide the Company with the data
communications capacity required could cause service
interruptions, which could hurt our business.

We are dependent on networks built and operated by others.
If we do not have continued access to a reliable network,
our business will suffer.

In delivering services, we rely on networks that are built
and operated by others.  We do not have control over these
networks, nor can we guarantee that we will continue to have
access on terms that fit our business needs.

The Company's use of the infrastructure of other
communications carriers presents risks.  Success partly
depends upon the coverage, capacity, scalability,
reliability and security of the network infrastructure
provided to us by telecommunications network suppliers,
including AT&T Corp., Sprint Corporation, Verizon
Communications, Pacific Bell, Worldcom, Inc. and Broadwing,
Inc.  Our expansion plans require additional network
resources.  Without these resources, our ability to execute
our business strategy could be hurt.  In addition, future
expansion and adaptation of our network and web hosting
infrastructure may require substantial financial,
operational and management resources.  We may not be able to
expand or adapt our network or web hosting infrastructure on
a timely basis and at a commercially reasonable cost to meet
additional demand, changing customer requirements or
evolving industry standards.  In addition, if demand for
usage of network and web hosting facilities were to increase
faster than projected or were to exceed current forecasts,
the network could experience capacity constraints which
would hurt our performance.

The consolidation of network providers could adversely
affect peering and transit arrangements if peering criteria
becomes more restrictive or cost prohibitive.  We also
depend on telecommunications suppliers to provide
uninterrupted and error-free service through their
telecommunications networks.  If these suppliers greatly
increase the price for their services or if the
telecommunications capacity available to the Company is
insufficient for its business purposes, and we are unable to
use alternative networks or pass along any increased costs
to our customers, our business could suffer.

The Company's network and software are vulnerable to
security breaches and similar threats that could result in
being liable for damages and harm its reputation.

Despite the implementation of network security measures, the
core of the Company's network infrastructure is vulnerable
to computer viruses, break-ins and similar disruptive
problems caused by Internet users.  This could result in
being liable for damages, and our reputation could suffer,
thereby deterring potential customers from working with us.
Security problems caused by third parties could lead to
interruptions and delays or to the cessation of service to
our customers.  Furthermore, inappropriate use of the
network by third parties could also jeopardize the security
of confidential information stored in our computer systems
and in those of its customers.

We rely upon encryption and authentication technology
purchased from third parties to provide the security and
authentication necessary to effect secure transmission of
confidential information.  Although we intend to continue to
implement industry-standard security measures, in the past
third parties have occasionally circumvented some of these
standards.  Therefore, we cannot assure you that the
measures we implements will not be circumvented.  The costs
and resources required to eliminate computer viruses and
alleviate other security problems may result in
interruptions, delays or cessation of service to its
customers, which could hurt our business.

The Company brand is not as well known as most of our
competitors, and failure to develop brand recognition could
hurt its business.

To successfully execute its strategy, we must strengthen its
brand awareness.  While many of our competitors have well-
established brands, our market presence has been limited
principally to Tucson, Arizona.  In order to build our brand
awareness, our marketing efforts must succeed, and we must
provide high quality services.  We cannot assure you that
these efforts will succeed as planned.  If we do not build
our brand awareness, our ability to realize strategic and
financial objectives could be hurt.

If we do not respond effectively and on a timely basis to
rapid technological change, our business could suffer.

If we do not successfully use or develop new technologies,
introduce new services or enhance existing services on a
timely basis, or new technologies or enhancements used or
developed by us do not gain market acceptance, our business
could be hurt.  This industry is characterized by rapidly
changing technology, industry standards, customer needs and
competition, as well as by frequent new product and service
introductions.  Our future success will depend, in part, on
our ability to accomplish all of the following in a timely
and cost-effective manner, all while continuing to develop
our business model and rolling-out its services on a
national level:

      -    effectively use and integrate leading
technologies;

      -    continue to develop technical expertise;

      -    enhance products and current networking services;

      -    develop new products and services that meet
changing customer needs;

      -    have the market accept our services;

      -    advertise and market our products and services;
and

      -    influence and respond to emerging industry
standards and other changes.

The Company cannot assure you that it will successfully use
or develop new technologies, introduce new services or
enhance our existing services on a timely basis, or that new
technologies or enhancements used or developed by us will
achieve market acceptance.  Our pursuit of necessary
technological advances may require substantial time and
expense.  In addition, we cannot assure you that, if
required, we will successfully adapt our services to
alternate devices and conduits.

If our services do not continue to be compatible and
interoperable with products and architectures offered by
other industry members, our ability to compete could be
impaired.  Our ability to compete successfully is dependent,
in part, upon the continued compatibility and
interoperability of our services with products and
architectures offered by various other members of the
industry.  Although we intend to support emerging standards
in the market for connectivity solutions, we cannot assure
you that we will be able to conform to new standards in a
timely fashion and maintain a competitive position in the
market.  Our services rely on the continued widespread
commercial use of Transmission Control Protocol/Internet
Protocol, commonly known as TCP/IP, which is an industry
standard to facilitate the transfer of data.  Alternative
open protocol and proprietary protocol standards could
emerge and become widely adopted.  A resulting reduction in
the use of TCP/IP could render our services obsolete and
unmarketable.  The Company's failure to anticipate the
prevailing standard or the failure of a common standard to
emerge could hurt its business.

We may be exposed to risks associated with acquisitions,
including integration risks and risks associated with
methods of financing and the impact of accounting treatment.
Also, completed acquisitions may not enhance our business.

A component of the Company's strategy is to acquire web
hosting and Internet solutions companies and other
businesses complementary to our operations.  In the future,
we intend to acquire companies that complement our existing
business model and growth strategies.  Any future
acquisitions would be accompanied by the risks commonly
encountered in acquisitions, including:

      -    the difficulty of assimilating the operations and
personnel of acquired companies;

      -    the potential disruption of our business;

      -    Our management's inability to maximize its
financial and strategic position through the incorporation
of an acquired technology or business into its service
offerings;

      -    the difficulty of maintaining uniform standards,
controls, procedures and policies;

      -    the potential loss of key employees from acquired
businesses, and the impairment of relationships with the
employees and customers of an acquired business as a result
of changes in management; and

      -    the inaccuracy of financial data of acquired
companies.

We cannot assure you that any completed acquisition will
enhance our business.  If we consummate acquisitions in
which any significant portion of the consideration consists
of cash, a significant portion of our available cash could
be used to consummate the acquisitions.  If we consummate
acquisitions in which any significant portion of the
consideration consists of stock, stockholders could suffer
significant dilution of their interest.

In addition, we could incur or assume significant amounts of
indebtedness in connection with acquisitions.  The purchase
price of future acquisitions will most likely be
significantly greater than the fair value of the acquired
net assets.  Acquisitions required to be accounted for under
the purchase method could result in significant goodwill
and/or amortization charges for acquired technology.

We dependent on hardware and software suppliers to provide
us with the products and services we need to serve our
customers.

We rely on outside vendors to supply us with computer
hardware, software and networking equipment.  These products
are available from only a few sources.  We purchase a
significant portion of these products from Sun Microsystems,
Inc., Compaq Computer Corporation, Cisco Systems, Inc.,
Microsoft Corporation and Oracle Corporation.  We cannot
assure you that we will be able to obtain the products and
services that we need on a timely basis and at affordable
prices.

We have, in the past experienced delays in receiving
shipments of equipment purchased for resale.  To date, these
delays have not adversely affected us, but we cannot
guarantee that we will not be adversely affected by delays
in the future.  We may not be able to obtain computer
equipment on the scale and at the times required by us at an
affordable cost.  Suppliers may enter into exclusive
arrangements with competitors or stop selling us their
products or services at commercially reasonable prices.  If
sole or limited source suppliers do not provide us with
products or services, our business, financial condition and
results of operations may be significantly hurt.

We operate in an uncertain regulatory and legal environment.
New laws and regulations could harm our business.

We are not currently subject to direct regulation by the
Federal Communications Commission ("FCC") or any other
governmental agency, other than regulations applicable to
businesses in general.  However, in the future, we may
become subject to regulation by the FCC or another
regulatory agency.  Our business could suffer depending on
the extent to which our activities are regulated or proposed
to be regulated.

While there are currently few laws or regulations that
specifically regulate Internet communications, laws and
regulations directly applicable to online commerce or
Internet communications are becoming more prevalent.  There
is much uncertainty regarding the market-place impact of
these laws.  In addition, various jurisdictions already have
enacted laws covering intellectual property, privacy, libel
and taxation that could affect our business by virtue of
their impact on online commerce.  Further, the growth of the
Internet, coupled with publicity regarding Internet fraud,
may lead to the enactment of more stringent consumer
protection laws.  If the Company becomes subject to claims
that we have violated any laws, even if we successfully
defend against these claims, our business could suffer.
Moreover, new laws that impose restrictions on our ability
to follow current business practices or increase our costs
of doing business could hurt our business.

We may be subject to legal liability for distributing or
publishing content over the Internet, which could be costly
for it to defend.

It is possible that claims will be made against online
service companies and Internet access providers in
connection with the nature and content of the materials
disseminated through their networks.  Several private
lawsuits are pending which seek to impose liability upon
online services companies and Internet access providers as a
result of the nature and content of materials disseminated
over the Internet.  If any of these actions succeed, we
might be required to respond by investing substantial
resources in connection with this increased liability or by
discontinuing some of our service or product offerings.
Also, any increased attention focused upon liability issues
relating to the Internet could also have a negative impact
on the growth of Internet use.

We may be unable to protect intellectual property rights or
to continue using intellectual property that we license from
others.

We rely on a combination of copyright, trademark, service
mark and trade secret laws and contractual restrictions to
establish and protect certain proprietary rights.  We have
no patented technology that would bar competitors from our
market.  Despite our efforts to protect our proprietary
rights, unauthorized parties may attempt to copy or
otherwise obtain and use our data or technology.

We also rely on certain technologies licensed from third
parties.  We cannot be sure these licenses will remain
available to us on commercially reasonable terms or at all.
The loss of such technology may require us to obtain
substitute technology of lesser quality or performance
standards or at greater cost that could harm our business.

Management will control 75% of our common stock, and these
parties may have conflicts of interest.

Patrick E. McKnight and Kathy McKnight own 75% of the
outstanding common stock Alph-Net Consulting.  Accordingly,
Patrick E. McKnight and Kathy McKnight, are able to exert
considerable influence over any stockholder vote, including
any vote on the election or removal of directors and any
merger, consolidation or sale of all or substantially all of
our assets, and control our management and affairs.  Such
control could discourage others from initiating potential
merger, takeover or other change in control transactions.
As a consequence, our business could be hurt.

We are dependent on key personnel and operate in an industry
where it is difficult to attract and retain qualified
personnel.

The Company expects that it will need to hire additional
personnel in all areas of our business.  The competition for
personnel throughout the industry is intense.  We have
experienced difficulty in attracting qualified new
personnel.  If we do not succeed in attracting new,
qualified personnel, our business could suffer.  We are also
dependent on the continued services of our key personnel,
particularly our current management.  We do not have
employment agreements with our executive officers, nor do we
have key man insurance policies on management.  The loss of
current management would harm business.

Industry consolidation could make it more difficult to
compete.

Companies offering connectivity, data and communications
services are increasingly consolidating.  As a company with
a limited operating history, we may not be able to
successfully compete with businesses that have combined, or
will combine, to produce companies with substantially
greater financial, sales and marketing resources, larger
customer bases, extended networks and infrastructures and
more established relationships with vendors, distributors
and partners.  In addition, this consolidation trend could
prevent or hinder our ability to further grow our operations
through acquisitions.  With these heightened competitive
pressures, there is a significant risk that the value of our
common stock will decline.

There is no market for our shares and you may no be able to
sell them.

There has been no trading market for our common stock.
Although we intend to apply to list our common stock on the
OTC Bulletin Board, there can be no assurance that our
application will be granted and there can be no assurance
that an active market will develop for our common stock.
Therefore, it may be difficult to sell shares of the Company
if you should desire or need to sell.

If a market develops, the market price of the common stock
may fluctuate significantly due to a number of factors, some
of which may be beyond our control, including:

*    the potential absence of securities analysts covering
us and distributing research and recommendations about us;

*    the liquidity of our common stock will be low because
only 250,000 shares will be in the hands of non-affiliates
of the company;

*    changes in earnings estimates by securities analysts or
our ability to meet those estimates;

*    the operating results and stock price performance of
other comparable companies;

*    overall stock market fluctuations; and

*    economic conditions generally and in the mortgage
industry in particular.

Any of these factors could have a significant and adverse
impact on the market price of our common stock.  In
addition, the stock market in general has experienced
extreme volatility and rapid decline that has often been
unrelated or disproportionate to the operating performance
of particular companies.  These broad market fluctuations
may adversely affect the trading price of our common stock,
regardless of our actual operating performance.

Competition.  We are not a significant participant in the
market for computer connectivity solutions.  There are many
established consulting companies that have significantly
greater financial and personnel resources, technical
expertise and experience than we have in this field.  In
view of our limited resources and size, we will continue to
be at a significant competitive disadvantage.


Item 2.   DESCRIPTION OF PROPERTY.

The Company has a working agreement its President for use of
office space, telephones and secretarial services supplied
free of charge.  The Company has no property.

Item 3.   LEGAL PROCEEDINGS.

Not Applicable.

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

None.  On October 31, 2001, the majority shareholder of
Alph-Net approved of the acquisition of the assets and
liabilities of McKnight Consulting LLC by written majority
consent.

PART II

Item 5.   MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
          COMMON EQUITY AND OTHER STOCKHOLDER MATTERS.

Description Of Securities.

Common stock

The Company is authorized to issue 100,000,000 shares of
common stock, $.001 par value per share, of which 1,000,000
shares are issued and outstanding at December 31, 2001.

Holders of the common stock are entitled to one vote for
each share owned for all matters to be voted on by the
shareholders. There is no cumulative voting in the election
of directors.  Accordingly, each shareholder is entitled to
vote the number of shares owned by him for as many persons
as there are directors to be elected.  Holders of common
stock are entitled to receive such dividends as may be
declared from time to time by the Board of Directors out of
funds legally available therefore and, in the event of
liquidation, dissolution or winding up of the Company, to
share ratably in all assets remaining after payment of
liabilities.  We have not paid cash dividends on our common
sock.  It is the policy of our board of directors to retain
future earnings to finance the growth and development of our
business.  Any future dividends will be at the discretion of
our board of directors and will depend upon our financial
condition, capital requirements, earnings, liquidity, and
other factors that it may deem relevant.  The holders of
common stock have no preemptive or conversion rights.  The
holders of common stock are not subject to further calls or
assessments.  There are no redemption or sinking fund
provisions applicable to the common stock.  The rights of
the holders of the common stock are subject to any rights
that may be fixed for holders of preferred stock, when and
if any preferred stock is issued.  The common stock
currently outstanding is validly issued, fully paid and not
assessable.

There are no outstanding options or warrants of any kind for
the Company's common stock.

The transfer agent, warrant agent and registrar for the
common stock is Holladay Stock Transfer, 2939 67th Place,
Scottsdale, AZ  85251.  As of January 30, 2002, there were
31 stockholders of record.

The Company's common stock is not currently traded.  There
are no plans, proposals, arrangements or understandings with
any person concerning the development of a trading market in
the Company's securities.

Recent Sales Of Unregistered Securities.

There have been no recent sales of the Company's securities.
In connection with organizing the Company, on September 4,
1996, persons consisting of its officers, directors, and
other individuals were issued a total of 1,000 unregistered
shares of Common Stock at a value of $.001 per share.  The
Company relied upon Section 4(2) of the Securities Act.  On
July 5, 1999, those outstanding shares were forward split
1,000 to 1, resulting in a total of 1,000,000 shares
outstanding.  On December 31, 2001, pursuant to the closing
of the contribution agreement and the acquisitions of the
assets and liabilities of McKnight Consulting LLC, the
company issued a total of 750,000 shares, 375,000 to Patrick
McKnight and 375,000 to Kathy McKnight.  Additionally, on
December 31, 2001, the company received and cancelled
750,000 shares of common stock from Daniel Hodges as
required by the contribution agreement.

Item 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
              OPERATION.

The following discussion should be read in conjunction with
the Financial Statements and Notes thereto.

Plan Of Operations - General

We are a technical consulting company whose primary focus is
in developing, supporting, designing, and implementing
computer connectivity solutions with small to mid-sized
companies nationwide and providing research and technical
consulting specializing in social science research and
technology that supports efforts in research. Efforts are
focused on research design, methodology and statistics in
formulating sound research design proposals.  These services
include network design, configuration, management,
administration, programming, and evaluation.  In addition to
these services, database connectivity and server application
management is offered when these services are integrated
into the network design.

Smaller companies often lack in-house technical expertise
necessary for understanding the full range of available
solutions.  Slightly larger companies in the range of mid-
sized companies with fewer than 1,000 employees may have
technically capable individuals, however, their ability to
be objective decision-makers may be compromised by company
policy or power hierarchies.  We have provided services to
this targeted market for over 8 years as a sole
proprietorship and, at this time, we believe it is in the
interest of the company to expand the range of offerings and
expand operations to enlist more specialists.

Since the mid-1990's, technical consulting has been building
nationwide at an ever increasing rate.  Businesses recognize
the need to confer with outside organizations to understand
the nature and extent of internal problems.  Technical
consulting has been the benefactor of this need that is
often caused by the ever-growing computer industry and rapid
expansion of technical solutions.  Just over 4 years in the
late 1990's, computer communication speeds have increased
100 times!  In addition to the speed increases, the number
of methods to implement computer networks has risen from 4
in 1990 to over 20 in 2001.  These facts lead many companies
to rely on outside sources to assist in the evaluation of
their current infrastructure and assess methods to change
the infrastructure for future compatibility.

The Company offers technical consulting for computer
connectivity.  These services include network design,
configuration, management, administration, programming, and
evaluation.  In addition to these services, database
connectivity and server application management is offered
when these services are integrated into the network design.

Within the next three to five years, we expect to enhance
revenues by expanding the domain of our consulting
activities to include network application hosting and
design.  In addition, additional revenue will be expected by
adding formal evaluation methodologies that will fully
delineate the source and nature of existing technical
problems.  The activities that may place financial burden on
the company include: Recruitment of personnel for
programming and database management; Lost revenue resulting
from recruitment process; marketing costs; inventory
acquisition costs.

Liquidity and Capital Resources.

The Company remains in the development stage and, since
inception, has experienced no significant change in
liquidity or capital resources or stockholder equity.  The
Company's balance sheet as of December 31, 2001 reflects a
current asset value of $15,409, and a total asset value of
$22,921.

The Company has sufficient funds to continue its current
level of operations.  The Company will not have sufficient
funds, unless it is able to raise funds in a private
placement, to undertake any significant development,
marketing and manufacturing of its business.

Results of Operations.

The Company had sales revenues for the period ended December
31, 2001 in the amount of $36,455 compared to $23,611 for he
same period in 2000.

The costs of sales revenues for the period ended December
31, 2001 was $37,301 compared to $10,693 for the same period
in 2000.  This increase was due in large part to the
reduction in our sales margin as a result of competition.
The Company had general and administrative expenses for the
period ended December 31, 2001 in the amount of $24,070,
compared to general and administrative expenses of $10,766
for 2000.  This increase in general and administrative
expenses for 2001 was due to the Company's relocation of an
office from Seattle, Washington to Tucson, Arizona.

The Company recorded net income loss of $27,415 for the year
ended December 31, 2001 compared to a net income of $78 for
the comparable period in 2000.  The loss for 2001 was due
primarily to the Company's low margin on its costs of goods
sold and the general and administrative expenses associated
with its office move.

At December 31, 2001, the Company had total current assets
of $15,409 as compared to $45,980 current assets at December
31, 2000.  The decrease in total current assets was due to
the elimination of the Company's inventory resulting from
the conversion to an on demand inventory system due to the
short shell life of computer related inventory.  The Company
now only orders inventory on an as needed basis.  The
Company had net working capital of $11,226 at December 31,
2001, compared to net working capital of $36,675 at December
31, 2000.

Net stockholders' equity in the Company was $18,738 as of
December 31, 2001 and $43,742 at December 31, 2000.

Item 7.   FINANCIAL STATEMENTS.

See Item 13

Item 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
               ACCOUNTING.

Not Applicable




PART III

Item 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
              CONTROL PERSONS.

CHANGE IN MANAGEMENT

Pursuant to the closing of the acquisition of the assets and
liabilities of McKnight Consulting, on December 31, 2001 the
Company had a change in management.  Patrick McKnight was
appointed President and Director, while Kathy McKnight was
appointed Secretary and Director.  The Company's founder,
Daniel Hodges, resigned from his position with the Company
on December 31, 2001.

A member of the Board of Directors of the Company serves
until the next annual meeting of shareholders, or until the
member's successor has been elected.  An officer serves at
the pleasure of the Board of Directors.

Currently, there two officers and directors of the Company:

        Name             Age       Position

Patrick E. McKnight      35        President, Director

Kathy McKnight           38        Secretary, Director

Patrick McKnight has been involved in the program
development of the business since its inception.  He
provides expertise in the technical areas including computer
applications, software development, statistical analysis,
and technical writing.  In addition, Mr. McKnight handles
the day-to-day business operations and decisions.

Kathy McKnight has been involved in the business since 1995
and continues to serve as the secretary and specialist for
program implementation and customer care/service.  Her main
responsibilities include grant application preparation,
client consultation, and information dissemination,
purchasing and long-term planning.

INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under the Nevada Business Associations Act (the "Business
Associations Act") Title 7, Chapter 78, the articles of
incorporation may contain a provision eliminating or
limiting the personal liability of a director or officer to
the corporation or its shareholders for damages for breach
of fiduciary duty.  If this type of limiting provision is
included in articles of incorporation, such a provision
cannot eliminate or limit the liability of a director or
officer for (a) acts or omissions that involve intentional
misconduct, fraud or a knowing violation of law or (b) the
payment of an unlawful distribution to shareholders.

The Company's Articles of Incorporation contain the
provision that no director or officer of the Company shall
be personally liable to the Company or any of its
shareholders for damages for breach of fiduciary duty as a
director or officer involving any act or omission of any
such director or officer; provided, however, that the
foregoing provision shall not eliminate or limit the
liability of a director or officer (i) for acts or omissions
which involve intentional misconduct, fraud or a knowing
violation of law, or (ii) the payment of dividends in
violation of Section 78.300 of the Nevada Revised Statutes.

The Company's By-Laws provide that the Company shall
indemnify any and all of its directors and officers, and its
former directors and officers, or any person who may have
served at the Company's request as a director or officer of
another corporation in which it owns shares of capital stock
or of which it is a creditor, against expenses actually and
necessarily incurred by them in connection with the defense
of any action, suit or proceeding in which they, or any of
them, are made parties, or a party, by reason of being or
having been director(s) or officer(s) except, in relation to
matters as to which the director or officer or former
director or officer or person shall be adjudged in such
action, suit or proceeding to be liable for negligence or
misconduct in the performance of duty.  Such indemnification
shall not be deemed exclusive of any other rights to which
those indemnified may be entitled, under By-Law, agreement,
vote of shareholders or otherwise.

Compliance with Section 16(a) of the Securities
Exchange Act of 1934.

Section 16(a) of the Exchange Act requires the Company's
officers, directors and persons who beneficially own more
than ten percent of the Common Stock to file reports of
securities ownership and changes in such ownership with the
Securities and Exchange Commission.  Officers, directors and
greater than ten percent beneficial owners also are required
by rules promulgated by the Securities and Exchange
Commission to furnish the Company with copies of all Section
16(a) forms they file.

Item 10.   EXECUTIVE COMPENSATION.

No employment compensation has been paid by the Company.
The Company has no employment agreements with any persons.
No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been
adopted by the Company for the benefit of any employees.

Item 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
              AND MANAGEMENT.

The following table presents certain information regarding
beneficial ownership of the Company's common stock as of
January 1, 2002, by (i) each person known by the Company to
be the beneficial owner of more than 5% of the outstanding
shares of common stock, (ii) each director and executive
officer of the Company, and (iii) all directors and
executive officers as a group.  Unless otherwise indicated,
each person in the table has sole voting and investment
power as to the shares shown.

<TABLE>
<S>             <C>           <C>           <C>

              Name and
Title of     address of      Amount of     Percent
  Class      Beneficial      Beneficial      of
               Owner         ownership      Class

Common    Patrick E. McKnight   375,000    37.5%
          President and Director
          2110 E. Water Street
          Tucson, AZ  85719

Common    Kathy McKnight        375,000    37.5%
          Secretary and Director
          2110 E. Water Street
          Tucson, AZ  85719

Common    All directors         750,000     75%
          and officers
</TABLE>


Item 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

On September 4, 1996, the Company issued a total of 1,000
shares of its common stock in the following manner.  In
consideration of Mr. Hodges contributing toward the
organizational expenses of the Company and for services
rendered, the Company issued Mr. Hodges 800 shares of its
common stock.  On July 5, 1999, the outstanding shares were
forward split 1,000 to 1 and the par value was changed to
$.001, resulting in a total of 1,000,000 shares outstanding.

On December 31, 2001, pursuant to the closing of the
contribution agreement and the acquisitions of the assets
and liabilities of McKnight Consulting LLC, the company
issued a total of 750,000 shares, 375,000 to Patrick
McKnight and 375,000 to Kathy McKnight.  Additionally, on
December 31, 2001, the company received and cancelled
750,000 shares of common stock from Daniel Hodges as
required by the contribution agreement.

Item 13.   EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND
REPORTS ON FORM 8-K.

Item 1.		Index to Exhibits.

Exhibit 3.*	Articles of Incorporation.

Exhibit 3.1*	Amendment to Articles of Incorporation.

Exhibit 3.2*	Bylaws.

______
*   Previously filed.


Financial Statements and Financial Statement Schedules.

(a) Independent Auditor's Report

(b) Balance Sheets
      December 31, 2001 and 2000

(c) Statements of Operations for the
      Years Ended December 31, 2001 and 2000

(d) Statement of Stockholders' Equity for the
      Years Ended December 31, 2001 and 2000

(e) Statements of Cash Flows for the
      Years Ended December 31, 2001 and 2000

(f) Notes to Financial Statements

Reports on Form 8-K.

During 2001 through the date of this report, there were no
8-K reports filed.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Alph-Net Consulting Group, Ltd.
DATE: February 15, 2002
Patrick E. McKnight, President and Director
On behalf of the Board of Directors.

Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities
and on the dates indicated.

Date: February 15, 2002 By:

/s/PATRICK E. MCKNIGHT
Patrick E. McKnight, President and Director
ALPH-NET CONSULTING GROUP, LTD.



PART F/S
FINANCIAL STATEMENTS


The consolidated financial statements of the Company
required to be included in Part F/S are set forth below.



ALPH-NET CONSULTING GROUP, LTD.




INDEPENDENT AUDITOR'S REPORT

DECEMBER 31, 2001 and 2000



CONTENTS

									Page


Independent Auditor's Report   . . .  . . . . . F - 1

Balance Sheets
  December 31, 2001 and 2000 . . . .  . . . . . F - 2

Statements of Operations for the
  Years Ended December 31, 2001 and 2000 .  . . F - 3

Statement of Stockholders' Equity for the
  Years Ended December 31, 2001 and 2000 .  . . F - 4

Statements of Cash Flows for the
  Years Ended December 31, 2001 and 2000 . .. . F - 5

Notes to Financial Statements. . . . . . . .. . F - 6


ROBISON, HILL & CO., A PROFESSIONAL CORPORATION,
Certified Public Accountants
INDEPENDENT AUDITOR'S REPORT

Alph-Net Consulting Group, Ltd.

We have audited the accompanying balance sheets of
Alph-Net Consulting Group, Ltd. as of December 31, 2001
and 2000, and the related statements of operations,
cash flows and stockholders' equity for the two years
ended December 31, 2001.  These financial statements
are the responsibility of the Company's management.
Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the financial statements referred
to above present fairly, in all material respects, the
financial position of Alph-Net Consulting Group, Ltd.
as of December 31, 2001 and 2000, and the results of
its operations and its cash flows for the two years
ended December 31, 2001 in conformity with accounting
principles generally accepted in the United States of
America.

Respectfully submitted
Robison, Hill & Co.
Certified Public Accountants
Salt Lake City, Utah
January 30, 2002
F-1


<TABLE>
ALPH-NET CONSULTING GROUP, LTD.
BALANCE SHEETS

<CAPTION>
                                       December 31    December 31
                                          2001            2000
<S>                                    <C>             <C>
ASSETS
Current Assets:
 Cash and Cash Equivalents             $4,925          $7,553
 Accounts Receivable                   10,484          $6,919
 Inventory                                  -          31,508

   Total Current Assets                15,409          45,980

Fixed Assets:
 Office Equipment                      13,822          10,877
 Less Accumulated Depreciation         (6,310)         (3,810)

   Net Fixed Assets                     7,512           7,067

   Total Assets                       $22,921         $53,047

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
 Accounts Payable                      $3,470          $5,065
 Credit Card Payable                        -           3,848
 Payroll Taxes Payable                      -             119
 Sales Tax Payable                        713             273

   Total Liabilities                    4,183           9,305

Shareholders' Equity
 Owners' Equity                             -          43,742
 Common Stock, Par Value $.001
  Authorized 100,000,000 shares
  Issued 1,000,000 shares at
  December 31, 2001 and 2000             1,000              -
 Paid-In Capital                        42,655              -
 Retained Deficit                      (24,917)             -


  Total Stockholders' Equity            18,738         43,742

 Total Liabilities and
   Shareholders' Equity                 22,921         53,047
</TABLE>

The accompanying notes are an integral part of these financial
statements.
F-2



<TABLE>
ALPH-NET CONSULTING GROUP, LTD.
STATEMENTS OF OPERATIONS
<CAPTION>

                                   For the year ended
                                      December 31
                                     2001       2000

<S>                                  <C>        <C>

Revenues:
  Net Sales                         $36,455     $23,611

  Cost of Goods Sold                 37,301      10,693

Gross Profit (Loss)                    (846)     12,918

Expenses:
  General and Administrative         24,070      10,766
  Depreciation                        2,499       2,074

  Profit (Loss) Before Taxes        (27,415)         78
  Income Taxes                            -           -

    Net Income (Loss)              $(27,415)    $    78


Basic & Diluted loss per share
                                   $  (9.10)    $     -
</TABLE>

The accompanying notes are an integral part of these financial
statements.
F-3


<TABLE>
ALPH-NET CONSULTING GROUP, LTD.
STATEMENT OF STOCKHOLDERS' EOUITY
FOR THE TWO YEARS ENDED DECEMBER 31, 2001
<CAPTION>

           Common Stock      Paid-In  Retained   Member's
         Shares   Par Value   Capital  Deficit   Equity
<S>        <C>      <C>       <C>      <C>         <C>

Balance at December 31, 1999
(Inception)     -      $  -   $   -     $  -       $43,664

New Income	    -         -       -        -            78

Balance at December 31, 2000
                -         -       -        -        43,742

April 2001, Distribution to
 LLC Members    -         -       -        -        (7,176)

December 31, 2001 Merger with
 Alph-Net Consulting Group, LLC
          1,000,000    1,000  35,566       -       (36,566)

Capital contributed by shareholder
                               7,089       -             -

Net Loss          -        -      -   (27,415)           -


Balance at December 31, 2001
          1,000,000  $1,000  $42,655  $(27,415)   $      -


</TABLE>
The accompanying notes are an integral part of these financial
statements.
F-4


<TABLE>
ALPH-NET CONSULTING GROUP, LTD.
STATEMENT OF CASH FLOWS
<CAPTION>
                                               For the year ended
                                                    December 31
                                                 2001       2000
<S>                                              <C>        <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net Loss                                        $(24,917)   $     78
Adjustment to reconcile net loss to
 net cash used in operating activities:
Depreciation                                       2,500       2,074

Change in Operating Assets and Liabilities:
(Increase) Decrease in Accounts Receivable        (3,565)      4,546
(Increase) Decrease in Inventory                  31,508      (2,431)
Increase (Decrease) in Accounts Payable	        (1,595)        303
Increase (Decrease) in Sales Tax Payable             440      (1,038)
Increase (Decrease) in Credit Cards Payable       (3,848)          -
Increase (Decrease) in Payroll Taxes Payable        (119)          -

Net Cash Used in
 Operating activities                                404       3,532

CASH FLOWS FROM
INVESTING ACTIVITIES:
Purchase of Equipment                             (2,945)     (1,011)

Net Cash provided by Investing activities         (2,945)     (1,011)

CASH FLOWS FROM
FINANCING ACTIVITIES:
Capital contributed By shareholder                 7,089         (13)
Distribution to LLC Members                       (7,176)          -

Net Cash provided by
 Financing activities                                (87)        (13)

Net (Decrease) Increase in
 Cash and Cash Equivalents                        (2,628)      2,508
Cash and Cash Equivalents
 At Beginning of Period                            7,553       5,045
Cash and Cash Equivalents
 At End of Period	                               $ 4,925     $ 7,553

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
 Interest                                        $     -     $     -
 Franchise and income taxes                      $     -     $     -

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AN
FINANCING ACTIVIITES:  None
</TABLE>
The accompanying notes are an integral part of these financial
statements.
F-5



ALPH-NET CONSULTING GROUP, LTD.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES

This summary of accounting policies for Alph-Net
Consulting Group, Ltd. is presented to assist in
understanding the Company's financial statements.  The
accounting policies conform to generally accepted
accounting principles and have been consistently
applied in the preparation of the financial statements.

Organization and Basis of Presentation

The Company was incorporated under the laws of the
State of Nevada on April 15, 1996.  The Company ceased
all operating activities during the period from April
15, 1996 to July 12, 1999 and was considered dormant.
On July 12, 1999, the Company obtained a Certificate of
renewal from the State of Nevada.  From July 12, 1999
to December 31, 2001, the Company was in the
development stage.

On December 31, 2001, the Company finalized a
merger with McKnight Consulting, LLC.  The Company
acquired McKnight Consulting and all of its assets and
liabilities in exchange for 750,000 shares of common
stock.  Since the merger, the Company is no longer
considered a development stage entity.

Nature of Business

McKnight Consulting is a research and technical
consulting firm specializing in social science research
and technology that supports efforts in research.
Efforts are focused on research design, methodology and
statistics in formulating sound research design
proposals.  Additionally, McKnight Consulting offers
technical and computer consulting related to the
research process.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the
Company considers all highly liquid debt instruments
purchased with a maturity of three months or less to be
cash equivalents to the extent the funds are not being
held for investment purposes.

Pervasiveness of Estimates

The preparation of financial statements in
conformity with generally accepted accounting
principles required 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-6

Loss per Share

	The reconciliations of the numerators and
denominators of the basic loss per share computations
are as follows:
<TABLE>
<CAPTION>
Per-Share
   Income 	  Shares 		  Amount
(Numerator)   (Denominator)
<S>                  <C>        <C>           <C>

For the year ended December 31, 2001:
Basic Loss per Share
Loss to common shareholders
                    $(24,917)    2,740        $ (9.10)
</TABLE>

	The Company was a Limited Liability Company as of
December 31, 2000, thus earnings per share is not
applicable and was not calculated for December 31,
2000.

	There are no common stock equivalents for December
31, 2001.

Fixed Assets

The office equipment is stated at cost and will be
depreciated, on a straight-line basis, over their
estimated useful lives of five years.

The Company has adopted the Financial Accounting
Standards Board SFAS No., 121, "Accounting for the
Impairment of Long-lived Assets."  SFAS No. 121
addresses the accounting for (i) impairment of long-
lived assets, certain identified intangibles and
goodwill related to assets to be held and used, and
(ii) long-live lived assets and certain identifiable
intangibles to be disposed of.  SFAS No. 121 requires
that long-lived assets and certain identifiable
intangibles be held and used by an entity be reviewed
for impairment whenever events or changes in
circumstances indicate that the carrying amount of an
asset may not be recoverable.  If the sum of the
expected future cash flows from the used of the asset
and its eventual disposition (un-discounted and without
interest charges) is less than the carrying amount of
the asset, an impairment loss is recognized.

Inventory

Inventories are stated at the lower of cost or
market.
F-7

Concentration of Credit Risk

	The Company has no significant off-balance-sheet
concentrations of credit risk such as foreign exchange
contracts, options contracts or other foreign hedging
arrangements.  The Company maintains the majority of
its cash balances with one financial institution, in
the form of demand deposits.

NOTE 2 - INCOME TAXES

As of December 31, 2001, the Company had a net
operating loss carryforward for income tax reporting
purposes of approximately $25,000 that may be offset
against future taxable income through 2021.  Current
tax laws limit the amount of loss available to be
offset against future income when a substantial change
in ownership occurs.  Therefore, the amount available
to offset future taxable income will be limited.  No
tax benefit has been reported in the financial
statements, because the Company believes there is a 50%
or greater chance the carryforwards will expire unused.
Accordingly, the potential tax benefits of the loss
carryforwards are offset by a valuation allowance of
the same amount.

NOTE 3 - COMMITMENTS

As of December 31, 2001 all activities of the
Company have been conducted by corporate officers from
either their homes or business offices.  Currently,
there are no outstanding debts owed by the Company for
the use of these facilities and there are no
commitments for future use of the facilitates.

NOTE 4 - MERGER

On December 31, 2001, the Company finalized a
reverse merger with McKnight Consulting, LLC.  The
Company, acquired McKnight Consulting and all of its
assets and liabilities in exchange for 750,000 shares
of Common Stock or 75% of the New Common Stock
outstanding subsequent to the Merger.