UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-KSB

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended February 28, 2002

OR

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 
1-15165
_______________________

BULLET ENVIRONMENTAL TECHNOLOGIES, INC.



|Delaware
(State or other jurisdiction of
incorporation or organization) | 98-0208402
(I.R.S. Employer Identification No.)
|----------------------------------------------------------------------- | -----------------------------------------------
|                                                                        |                                                

1177 West Hastings Street, #1818, Vancouver,
BC, Canada   V6E 2K3

(604) 602-1717
(Issuer's telephone number)

Securities registered under Section 12(b) of the Exchange
Act:



|Title of Each Class
Common Stock, $0.0001 Par Value | Name of Each Exchange of WhichEach Class is Registered
Pink Sheets
|--------------------------------------------------- | ------------------------------------------------------------------

Check whether the issuer: (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities 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  [X]   No  [   ]

Check if the 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 the issuer'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.  [   ]

The issuer's revenues for its most recent fiscal year were
$0

---

The aggregate market value of the issuer's voting stock held
as of February 28, 2002 by non-affiliates of the issuer, based upon the average
of the closing bid and asked price on that date, was approximately
$8,911,266.

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS.

Check whether the registrant filed all documents and reports
required to be filed by Section 12, 13 or 15 (d) of the Exchange Act after the
distribution of securities under a plan confirmed by court.
YES  [   ]   NO  
[   ]

APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares outstanding of the issuer's common
equity, as of the latest practicable date:  4,071,938 as of February 28,
2002.

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

---

BULLET ENVIRONMENTAL TECHNOLOGIES, INC.

FORM 10-KSB

For the Year Ended February 28, 2002

INDEX



|PART I     |                                                                                                                   |  
|---------- | ----------------------------------------------------------------------------------------------------------------- | -
|Item 1.    | Description of Business                                                                                           | 2
|Item 2.    | Description of Property                                                                                           | 3
|Item 3.    | Legal Proceedings                                                                                                 | 3
|Item 4.    | Submission of Matters to a Vote of Security Holders                                                               | 3
|           |                                                                                                                  
|PART II    |                                                                                                                   |  
|Item 5.    | Market for Common Equity and Related Stockholder
Matters                                                          | 4
|Item 6.    | Plan of Operations                                                                                                | 4
|Item 7.    | Financial Statements                                                                                              | 5
|Item 8.    | Changes in and Disagreements with Accountants on Accounting
and 
Financial Disclosure                             | 5
|           |                                                                                                                  
|PART III   |                                                                                                                   |  
|Item 9.    | Directors, Executive Officers, Promoters and Control Persons;
Compliance 
With Section 16(a) of the Exchange Act. | 6
|Item 10.   | Executive Compensation                                                                                            | 6
|Item 11.   | Security Ownership of Certain Beneficial Owners and
Management                                                    | 7
|Item 12.   | Certain Relationships and Related Transactions                                                                    | 7
|Item 13.   | Exhibits and Reports on Form 8-K                                                                                  | 8
|           |                                                                                                                   |  
|SIGNATURES | 9                                                                                                                
|           |                                                                                                                  

1

---

PART I

Item 1.     Description of Business.

Business Development

Bullet Environmental Technologies, Inc. was originally
incorporated under the laws of the State of Delaware on December 18, 1997 under
the name of  "Innovin Development Corporation".  We merged with
Innovin, Inc., a Colorado corporation, effective March 5, 1998 with Innovin
Development Corporation being the surviving corporation.  On March 5, 1998, in
anticipation of going into the mining business, we amended our Certificate of
Incorporation to change our name to, "Anglo-Sierra Resources Corp".
On March 15, 1999, in order to reflect our plan to market certain waste
treatment technology under the trade name "Bullet", we again amended
our Certificate of Incorporation to, among other things, change our name to,
"Bullet Environmental Technologies, Inc."

On November 8, 2001, we announced that we had entered into a
binding letter of Agreement to acquire all of the issued and outstanding shares
and warrants of Comcam International, Inc. ("Comcam") in exchange for (i) the
issuance of 2,285,969 shares of our common stock, (ii) the right to purchase
551,250 shares of our common stock at a price of $1.50 per share, and (iii) the
reservation of 2,250,000 shares of our common stock to be issued on the basis of
one share for each $1 of earnings from operations as defined in the agreement.
Following this share exchange, Comcam will be a wholly-owned subsidiary of
Bullet and will change its name to Comcam Inc.

Comcam is a privately held Delaware technology corporation
that has developed a technology for video and other information compression over
low bandwidth wireless and traditional networks.  Comcam has developed
leading-edge technology advanced devices and full-service backing system
support, which can be utilized in the law enforcement, security and
transportation industries.

In anticipation of this transaction, we advanced $75,000 to
Comcam.  The advances receivable are unsecured and non-interest bearing, with no
fixed terms of repayment.  If the proposed acquisition does not proceed, the
advances will bear interest at 8% per annum from the date of termination.
Subsequent to February 28, 2002, we advanced an additional $75,000 to
Comcam.

As part of this Agreement, we have agreed to use our best
efforts to complete a financing, by way of a private placement, to raise gross
proceeds of $2,000,000.

Business of Bullet Environmental Technologies, Inc.

We are a development stage company and are not presently
engaged in any business.  Accordingly, the auditors report on our financial
statements notes that we will require additional financing or future
profitability if we are going to remain as a going concern.  Since our
formation, we have explored entering into various businesses but did not
commence operations in any of these businesses.  The particular businesses
explored were:

- From December 18, 1997 until March 5, 1998, we explored
the possibility of developing and constructing wineries.  Our current management
is informed that prior management identified several winery properties in
British Columbia, Canada, negotiated the proposed acquisition of an interest in
those properties, and attempted to raise the funds required to consummate that
acquisition.  Our current management is informed that efforts to raise the
necessary funds were not successful and the proposed transaction was
abandoned.
- From March 5, 1998 through February 26, 1999, we intended
to develop mining properties.  Mining rights in two mining properties in British
Columbia, Canada were acquired and we began efforts to develop those rights and
obtain financing for these efforts.  However, due to a subsequent decline in the
price of gold ore, the high costs to maintain and develop those mineral rights,
and our inability to raise additional capital for these purposes, operation of
these properties never commenced and we disposed of the mining rights on
February 26, 1999.
- In March 1999, we explored developing waste and sewage
treatment systems.  On March 25, 1999, we acquired a license to use certain
waste treatment technology utilizing the trade name "Bullet".  The
license entitled us to commercially use a patent-pending technology for
dissolving gases into liquids at low pressure.  We intended to market the
technology for certain agricultural uses.  Our ability to exploit the licensed
technology in an economically feasible manner relied in part upon the developer
of the technology being available to make technical improvements, advise on the
commercial application of the technology and develop additional related
applications.  Subsequently,

2

---

- In May 1999, we entered into a non-binding letter of
intent to acquire a broker-dealer that is essentially a family-owned and
operated business.  Subsequently, the parties were unable to agree on various
governance and management issues and the letter of intent was terminated.
- On June 18, 1999, we entered into a second non-binding
letter of intent with Somerset Financial Partners, Inc. ("Somerset"),
a different financial services company.  We subsequently terminated our
negotiations with Somerset, executing a Mutual Termination and Release Agreement
as of April 9, 2000.  We are not currently engaged in any business.
- In June 2000, we attempted to acquire a small group of
four companies that were privately held and involved in media publishing. We
commenced our due diligence and engaged a firm of public accountants to assist
us in this review. All work was ceased in December 2000 due to the general
deterioration in the capital markets and our inability to raise additional
capital to complete the due diligence and the acquisition.
- On November 8, 2001, we announced that we had entered
into a binding letter of Agreement to acquire all of the issued and outstanding
shares and warrants of Comcam International, Inc. ("Comcam") in exchange for (i)
the issuance of 2,285,969 shares of our common stock, (ii) the right to purchase
551,250 shares of our common stock at a price of $1.50 per share, and (iii) the
reservation of 2,250,000 shares of our common stock to be issued on the basis of
one share for each $1 of earnings from operations as defined in the agreement.
Following this share exchange, Comcam will be a wholly-owned subsidiary of
Bullet and will change its name to Comcam Inc.  Comcam is a privately held
Delaware technology corporation that has developed a technology for video and
other information compression over low bandwidth wireless and traditional
networks.  Comcam has developed leading-edge technology advanced devices and
full-service backing system support, which can be utilized in the law
enforcement, security and transportation industries.  In anticipation of this
transaction, we advanced $75,000 to Comcam.  The advances receivable are
unsecured and non-interest bearing, with no fixed terms of repayment.  If the
proposed acquisition does not proceed, the advances will bear interest at 8% per
annum from the date of termination.  Subsequent to February 28, 2002, we
advanced an additional $75,000 to Comcam.  As part of this Agreement, we have
agreed to use our best efforts to complete a financing, by way of a private
placement, to raise gross proceeds of $2,000,000.

Reports to Securities Holders

We are a publicly reporting company, filing reports with the
Securities and Exchange Commission ("SEC") as required by Sections 13
and 15 of the Securities Exchange Act.

A copy of the materials which we have filed with the SEC may
be obtained and copied at the SEC's Public Reference Room at 450 Fifth Street,
N.W., Washington, D.C. 20549.  Information on the Public Reference Room may be
obtained by calling the SEC at 1-800-SEC-0330.  The SEC maintains an internet
site that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC at the site
http://www/sec.gov.

Item 2.     Description of
Property.

We do not own any real estate, nor invest in any real estate
securities.  We have no office facilities or real property holdings except that
we currently rent office space in Vancouver, British Columbia on a
month-to-month basis at a monthly rental of $2,000.

Item 3.     Legal
Proceedings.

There are no pending legal proceedings to which we, our
director, or our officer are a party. We have no knowledge of any pending legal
proceedings to which parties owning 5% of our common stock are a party.  We do
not know of any legal proceedings contemplated or threatened by or against
us.

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

>No matter was submitted to a vote of security holders,
through the solicitation of proxies or otherwise, during the quarter ended
February 28, 2002.

3

---

PART II

Item 5.     Market for Company's Common Equity and
Related Stockholder Matters.

Market - Until July 31, 1999, our common stock was
quoted on the OTC Bulletin Board, a service maintained by the National
Association of Securities Dealers, Inc. under the symbol, "BLLE".
Since August 1, 1999, our common stock has been quoted on the "Pink
Sheets", a service maintained by the National Quotation Bureau, LLC.  The
approximate number of holders of the common stock as of February 28, 2002 is 30.
The approximate number of shares of our common stock outstanding is
4,071,938.



The following table sets forth for the periods indicated the
high and low bid prices for the common stock as reported each quarterly period
within the last two fiscal years on the OTC Bulletin Board and the Pink Sheets.
The prices are inter-dealer prices, do not include retail mark up, mark down or
commission and may not necessarily represent actual transactions.



|FISCAL QUARTER        | HIGH   | LOW   
|--------------------- | ------ | ------
|02/24/99** - 02/02/99 | 6.25   | 3.125 
|03/01/99 - 05/31/99   | 7.00   | 0.3125
|06/01/99 - 08/31/99   | 9.5625 | 5.2344
|09/01/99 - 11/30/99   | 5.25   | 2.50  
|12/01/99 - 02/29/00   | 5.00   | 3.00  
|03/01/00 - 05/31/00   | 4.4063 | 3.00  
|06/01/00 - 08/31/00   | 4.4375 | 3.1875
|09/01/00 - 11/30/00   | 4.6563 | 3.25  
|12/01/00 - 02/28/01   | 4.00   | 2.00  
|03/01/01 - 05/31/01   | 2.75   | 1.72  
|06/01/01 - 08/31/01   | 1.60   | 0.20  
|09/01/01 - 11/30/01   | 1.39   | 0.10  
|12/01/01 - 02/28/02   | 0.95   | 0.71  

** Our common stock was first quoted on February 24,
1999

Dividends - During the last two years, we have not paid any
dividends, nor do we anticipate payment of any cash dividends in the foreseeable
future.  Although it is our intention to utilize all available funds for the
development of our business, no restrictions are in place which would limit or
restrict our ability to pay dividends.

Recent Sales of Unregistered Securities - We made no sales of
unregistered securities during the fiscal year ended February 28, 2002.   During
the fiscal year ended February 28, 2002, we issued 1,101,516 shares of common
stock at an agreed value of  $339,433 for the settlement of notes payable of
$150,375, resulting in a loss on settlement of notes payable of $27,375, and for
settlement of accounts payable of $161,683.

Item 6.     Plan of Operations

On November 8, 2001, we announced that we had entered into a
binding letter of Agreement to acquire all of the issued and outstanding shares
and warrants of Comcam International, Inc. ("Comcam") in exchange for (i) the
issuance of 2,285,969 shares of our common stock, (ii) the right to purchase
551,250 shares of our common stock at a price of $1.50 per share, and (iii) the
reservation of 2,250,000 shares of our common stock to be issued on the basis of
one share for each $1 of earnings from operations as defined in the agreement.
Following this share exchange, Comcam will be a wholly-owned subsidiary of
Bullet and will change its name to Comcam Inc.

Comcam is a privately held Delaware technology corporation
that has developed a technology for video and other information compression over
low bandwidth wireless and traditional networks.  Comcam has developed
leading-edge technology advanced devices and full-service backing system
support, which can be utilized in the law enforcement, security and
transportation industries.

In anticipation of this transaction, we advanced $75,000 to
Comcam.  The advances receivable are unsecured and non-interest bearing, with no
fixed terms of repayment.  If the proposed acquisition does not proceed, the
advances will bear interest at 8% per annum from the date of termination.
Subsequent to February 28, 2002, we advanced an additional $75,000 to Comcam.

As part of this Agreement, we have agreed to use our best
efforts to complete a financing, by way of a private placement, to raise gross
proceeds of $2,000,000.

4

---

During the fiscal year ended February 28, 2002, we issued
1,101,516 shares of common stock at an agreed value of $339,433 for the
settlement of notes payable of $150,375, resulting in a loss on settlement of
notes payable of $27,375, and for settlement of accounts payable of
$161,683.

Item 7.     Financial Statements
and Supplementary Data.

Our financial statements, as indexed in Item 13, are attached
to this filing and incorporated herein by reference.

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

We did not have any disagreements on accounting or financial
disclosures with our principal independent accountant during the previous two
years.

5

---

PART III

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

Our sole director and officer, who will serve until our next
annual meeting, or until his successors are elected or appointed and qualified,
is as follows:



|Name        |  | Age |  | Year
Elected |  | Positions Held     
|----------- |  | --- |  | ------------ |  | -------------------
|            |  |     |  |              |  |                    
|Ross Wilmot |  | 58  |  | 2001         |  | Director, President

Ross Wilmot

We have no other officers or employees.  Given that we have
only one director, no family relationships between such positions exists.  No
legal proceedings have been instituted in the previous five years against our
sole director. We have no knowledge of any legal proceedings against any
predecessor director, officer, or promoter.

Item 10.     Executive Compensation.

Summary Compensation Table. The following table sets
forth certain summary information concerning the compensation paid to the
present director and to the former director for the fiscal year ended February
28, 2002.

|Name and Principal Position                             |  | Fiscal
Year Ended       |  | Salary |  | Bonus |  | Other Compensation   
|------------------------------------------------------- |  | ----------------------- |  | ------ |  | ----- |  | ---------------------
|                                                        |  |                         |  |        |  |       |  |                      
|Ross Wilmot,
President and Sole Director                |  | 2/28/02
2/28/01
2/29/00 |  | 0
0
0  |  | 0
0
0 |  | $8,720*
0
0          
|                                                        |  |                         |  |        |  |       |  |                      
|G.W. Norman Wareham,
Former President and Sole Director |  | 2/28/02
2/28/01
2/29/00 |  | 0
0
0  |  | 0
0
0 |  | 0
$42,192**
$31,030**

* These amounts were billed by Cedarwoods Group
for services provided by Mr. Ross Wilmot.
** These amounts were billed by Wareham Management Ltd. for services provided by
Mr. G.W. Norman Wareham.

Option/SAR Grants.  We have not granted any options or
stock appreciation rights to our officers or directors during the last fiscal
year.

Aggregate Option/SAR Exercises. No stock options or
stock appreciation rights have been exercised in the last fiscal year.

Long Term Incentive Plan Awards. No long term
incentive plans have been awarded.

6

---

Compensation of Directors. No direct compensation to
our director was paid or authorized by our board of directors during the fiscal
year ended February 28, 2002.

Employment Contracts And Termination Of Employment. We
have not entered into any employment contracts.  No compensation plan or
arrangement exists which provide for compensation in the event of a termination
or resignation of our president.

Report on Repricing of Options/SARS. No options or
stock appreciation rights have been granted to our directors or officers.

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

Security Ownership of Certain Beneficial Owners.  The
following table provides information regarding record owners of at least five
percent of our outstanding common stock:

|Title of Class |  | Name and Address                                                                |  | Number of Shares Owned
as of February 28, 2002 |  | % of Class
|-------------- |  | ------------------------------------------------------------------------------- |  | ---------------------------------------------- |  | ----------
|               |  |                                                                                 |  |                                                |  |           
|Common         |  | Valor Invest Limited
29 Quai des Bergues, 4th Floor
CH 1201
Geneva, Switzerland |  | 395,000                                        |  | 9.7       

Security Ownership of Management.  The
following table provides information regarding the security ownership of our
management.

|Title of Class |  | Name and Address                                                            |  | Number of Shares Owned
as of February 28, 2002 |  | % of Class
|-------------- |  | --------------------------------------------------------------------------- |  | ---------------------------------------------- |  | ----------
|               |  |                                                                             |  |                                                |  |           
|N/A            |  | Ross Wilmot
1075 West Georgia Street
#1300
Vancouver, B.C.
Canada,  V6E 3C9 |  | 0                                              |  | 0         

Item 12.     Certain
Relationships and Related Transactions.

During the fiscal year ended February 28, 2002, we paid
$8,720 (2001: $nil) to Cedarwoods Group, a company controlled by our president
and sole director, Mr. Ross Wilmot, for management services provided; $3,210
(2001: $10,450) to Wareham Management, a company controlled by our former
director for consulting services provided; and $6,462 (2001: $nil) to
International Portfolio Management Inc., for administrative services provided, a
company in which our president is also an officer.

Included in accounts payable as of February 28, 2002 is
$13,524 (2001: $nil) due to these related parties.

7

---

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

| | F-1     | Audited Financial Statements as of February 28,
2002, including audited balance sheet and audited statements of income, cash
flows, and changes in stockholders' equity.
| | ------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |         |                                                                                                                                                                         
| | 3(i)(a) | Certificate of Incorporation (incorporated by
reference to the Form 10-SB filed on September 20, 1999)                                                                  
| | (b)     | Amendment to Certificate of Incorporation dated
February 20, 1998.  (incorporated by reference to the Form 10-SB filed on
September 20, 1999)                           
| | (c)     | Certificate of Amendment of Certificate of
Incorporation dated March 15, 1998.  (incorporated by reference to the Form
10-SB filed on September 20, 1999)               
| |         |                                                                                                                                                                         
| | 3(ii)   | Bylaws (incorporated by reference to the Form
10-SB filed on September 20, 1999)                                                                                        

8

---

SIGNATURES

In accordance with the requirements of the Securities
Exchange Act of 1934, the issuer caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

|                    |  | BULLET ENVIRONMENTAL TECHNOLOGIES, INC.
|------------------- |  | ---------------------------------------
|                    |  |                                        
|                    |  | /s/ Ross Wilmot
Ross Wilmot, President 
|Date:  May 29, 2002 |  |                                        

9

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BULLET ENVIRONMENTAL
TECHNOLOGIES INC.

INDEX TO FINANCIAL STATEMENTS



|Independent Auditors' Report           | F-2        
|-------------------------------------- | -----------
|Balance Sheets                         | F-3        
|Statements of Operations               | F-4        
|Statements of Stockholders' Deficiency | F-5        
|Statements of Cash Flows               | F-6 to F-7 
|Notes to the Financial Statements      | F-8 to F-15

F-1

---

INDEPENDENT AUDITORS' REPORT



To the Stockholders and Board of Directors of
Bullet Environmental Technologies, Inc.
(A Development Stage Company)



We have audited the accompanying balance sheets
of Bullet Environmental Technologies, Inc. as at February 28, 2002 and 2001 and
the related statements of operations, stockholders' deficiency and cash flows
for the years then ended and for the period from start of development stage on
March 1, 1999 to February 28, 2002.  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 generally accepted
auditing standards in the United States of America.  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the 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 the 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, these financial statements present fairly, in
all material respects, the financial position of the Company as at February 28,
2002 and 2001 and the results of its operations and its cash flows for the years
then ended and for the period from start of development stage on March 1, 1999
to February 28, 2002 in conformity with generally accepted accounting principles
in the United States of America.

The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern.  As discussed in
Note 2 to the financial statements, the Company is dependent upon financing to
continue operations and has suffered recurring losses from operations.  These
matters raise substantial doubt about the Company's ability to continue as a
going concern.  Management's plans in regards to these matters are discussed in
Note 2.  The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

|Vancouver, Canada | "Davidson & Company"
Chartered Accountants
|----------------- | ------------------------------------------
|                  |                                           
|May 10, 2002      |                                           

F-2

---

|BULLET ENVIRONMENTAL TECHNOLOGIES, INC.
(A Development Stage Company)
BALANCE SHEETS
(Expressed in United States Dollars)
AS AT FEBRUARY 28
|-------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                           
|                                                                                                                                           
|ASSETS                                                                                                                                     
|Current                                                                                                                                    
|                                                                                                                                           
|                                                                                                                                           
|                                                                                                                                           
|                                                                                                                                           
|Advances receivable (Note 4)                                                                                                               
|                                                                                                                                           
|Total assets                                                                                                                               
|                                                                                                                                           
|LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                                                                                   
|Current                                                                                                                                    
|                                                                                                                                           
|                                                                                                                                           
|                                                                                                                                           
|                                                                                                                                           
|Stockholders' deficiency                                                                                                                   
|                                                                                                                                           
|                                                                                                                                           
|                                                                                                                                           
|                                                                                                                                           
|                                                                                                                                           
|                                                                                                                                           
|                                                                                                                                           
|                                                                                                                                           
|                                                                                                                                           
|                                                                                                                                           
|                                                                                                                                           
|                                                                                                                                           
|Total liabilities and stockholders' deficiency                                                                                             

History and organization of the Company (Note 1)

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

F-3

---

|BULLET ENVIRONMENTAL TECHNOLOGIES, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Expressed in United States Dollars)
|-----------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                   
|                                                                                                                                   
|EXPENSES                                                                                                                           
|                                                                                                                                   
|                                                                                                                                   
|                                                                                                                                   
|                                                                                                                                   
|                                                                                                                                   
|                                                                                                                                   
|                                                                                                                                   
|                                                                                                                                   
|                                                                                                                                   
|Loss for the period before extraordinary 
   item                                                                                  
|                                                                                                                                   
|EXTRAORDINARY ITEM                                                                                                                 
|                                                                                                                                   
|Loss for the period                                                                                                                
|                                                                                                                                   
|Basic and diluted loss per share before 
   extraordinary item                                                                     
|Basic and diluted loss per share of 
   extraordinary item                                                                         
|Basic and diluted loss per share                                                                                                   
|Weighted average number of shares of 
   common stock outstanding                                                                  

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

F-4

---

|BULLET ENVIRONMENTAL TECHNOLOGIES, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Expressed in United States Dollars)
|-----------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                   
|                                                                                                                                   
|Balance at
   February 28,
   1999                                                                                                 
|Shares issued 
   for cash                                                                                                         
|Shares issued 
  for cash                                                                                                          
|Return of shares 
   to treasury for 
   cancellation                                                                              
|Stock-based 
   compensation
   for options
   issued to
   consultants
   and non-
   employees                                   
|Loss for the year                                                                                                                  
|Cumulative 
   translation 
   adjustment                                                                                          
|Balance at
  February 29,
  2000                                                                                                   
|Shares issued
  for settlement
  of debt                                                                                           
|Loss for the year                                                                                                                  
|Cumulative 
   translation 
   adjustment                                                                                          
|Balance at 
   February 28, 
   2001                                                                                               
|Shares issued 
   for settlement 
   of debts                                                                                      
|Stock 
   subscriptions 
   received in 
   advance                                                                                
|Loss for the year                                                                                                                  
|Cumulative 
   translation 
   adjustment                                                                                          
|Balance at 
   February 28,
   2002                                                                                                

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

F-5

---

|BULLET ENVIRONMENTAL TECHNOLOGIES, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Expressed in United States Dollars)
|-----------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                   
|                                                                                                                                   
|CASH FLOWS FROM OPERATING ACTIVITIES                                                                                               
|                                                                                                                                   
|                                                                                                                                   
|                                                                                                                                   
|                                                                                                                                   
|                                                                                                                                   
|                                                                                                                                   
|                                                                                                                                   
|                                                                                                                                   
|                                                                                                                                   
|                                                                                                                                   
|CASH FLOWS FROM INVESTING ACTIVITIES                                                                                               
|                                                                                                                                   
|                                                                                                                                   
|CASH FLOWS FROM FINANCING ACTIVITIES                                                                                               
|                                                                                                                                   
|                                                                                                                                   
|                                                                                                                                   
|                                                                                                                                   
|                                                                                                                                   

- continued -

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

F-6

---

|BULLET ENVIRONMENTAL TECHNOLOGIES, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Expressed in United States Dollars)
|-----------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                   
|                                                                                                                                   
|                                                                                                                                   
|Continued...                                                                                                                       
|                                                                                                                                   
|Change in cash during the period                                                                                                   
|Effect of exchange rate changes on cash                                                                                            
|Net change in cash during the period                                                                                               
|Cash, beginning of period                                                                                                          
|Cash, end of period                                                                                                                
|Cash paid during the period for interest                                                                                           
|Cash paid during the period for income 
   taxes                                                                                   

Supplemental disclosure with reflect to cash flows (Note 8)

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

F-7

---

BULLET ENVIRONMENTAL TECHNOLOGIES, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS 
(Expressed in United States Dollars)
FEBRUARY 28, 2002

---

1.     HISTORY AND ORGANIZATION
OF THE COMPANY

Bullet Environmental Technologies, Inc. (the "Company") was
incorporated under the laws of the State of Delaware on December 18, 1997.  The
Company was considered to be in the exploration stage until February 28, 1999 at
which time it ceased its mineral exploration activities.  The Company is seeking
business opportunities in the hi-tech industry and as of March 1, 1999 is
considered to be a development stage company as the Company has not generated
revenues from its operations.

2.     GOING CONCERN

These financial statements have been prepared in conformity
with generally accepted accounting principles in the United States of America
with the on-going assumption that the Company will be able to realize its assets
and discharge its liabilities in the normal course of business.  However,
certain conditions noted below currently exist which raise substantial doubt
about the Company's ability to continue as a going concern.  These financial
statements do not include any adjustments to the amounts and classifications of
assets and liabilities that might be necessary should the Company be unable to
continue as a going concern.

The operations of the Company have primarily been funded by
notes payable and the issuance of capital stock.  Continued operations of the
Company are dependent on the Company's ability to complete additional public
equity financings or generate profitable operations in the future.  Management's
plan in this regard is to secure additional funds through future equity
financings.  Such financings may not be available or may not be available on
reasonable terms.

|                                                
|------------------------------------------------
|                                                
|                                                
|Deficit                                         
|Deficit accumulated during the development
stage
|Working capital (deficiency)                    
|                                                

3.     SIGNIFICANT
ACCOUNTING POLICIES

These financial statements have been prepared in conformity
with generally accepted accounting principles in the United States of America.
The significant accounting policies adopted by the Company are as follows:

Use of estimates

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

F-8

---

BULLET ENVIRONMENTAL TECHNOLOGIES, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
FEBRUARY 28, 2002

---

3.     SIGNIFICANT ACCOUNTING
POLICIES (cont'd...)

Foreign currency translation

The Company has determined that the functional currency of
its operations is the local currency, the Canadian dollar.  Assets and
liabilities denominated in foreign currency are translated into U.S. dollars at
the year-end exchange rates.  Revenues and expenses are translated at the rates
of exchange prevailing on the dates such items are recognized in the statements
of operations.  Related exchange gains and losses are included in other
comprehensive income as a separate component of stockholders' deficiency.
Exchange gains and losses resulting from foreign currency transactions are
included in the statements of operations.

Income taxes

A deferred tax asset or liability is recorded for all
temporary differences between financial and tax reporting and net operating loss
carryforwards.  Deferred tax expenses (benefit) result from the net change
during the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance
when, in the opinion of management, it is more likely than not that some portion
or all of the deferred tax assets will not be realized.  Deferred tax assets and
liabilities are adjusted for the effects of changes in tax laws and rates on the
date of enactment.

Loss per share

Basic loss per share is computed by dividing loss
attributable to common shareholders by the weighted average number of shares of
common stock outstanding during the period.  Diluted loss per share takes into
consideration shares of common stock outstanding (computed under basic loss per
share) and potentially dilutive shares of common stock.  Diluted loss per share
is not presented separately from loss per share as the exercise of any options
would be anti-dilutive.

Stock-based compensation

The Company has elected to follow the intrinsic value
approach of Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees" ("APB 25"), and related interpretations, in accounting for
its employee stock options rather than the alternative fair value accounting
allowed by Statements of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" ("SFAS 123").  APB 25 provides that the
compensation expense relative to the Company's employee stock options is
measured based on the intrinsic value of the stock option. SFAS 123 permits
companies to continue to follow APB 25 and provide pro-forma disclosure of
the impact of applying the fair value method of SFAS 123.

The Company also adopted Financial Accounting Standards Board
Interpretation No. 44, "Accounting for Certain Transactions Involving Stock
Compensation" ("FIN 44"), with respect to certain provisions applicable to new
awards, options repricings, and changes in grantee status.  FIN 44 addresses
practice issues related to the application of APB 25.

F-9

---

BULLET ENVIRONMENTAL TECHNOLOGIES, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
FEBRUARY 28, 2002

---

3.     SIGNIFICANT ACCOUNTING
POLICIES (cont'd...)

Stock-based compensation (cont'd...)

The Company accounts for stock-based compensation issued to
non-employees and consultants in accordance with the provisions of SFAS 123 and
Emerging Issues Task Force No. 96-18, "Accounting for Equity Instruments that
are Issued to Other Than Employees for Acquiring or in Conjunction with Selling,
Goods and Services" ("EITF 96-18").

New accounting pronouncements

In June 2001, the Financial Accounting Standards Board
("FASB") approved the issuance of Statements of Financial Accounting Standards
No. 141, "Business Combinations" ("SFAS 141") and Statements of Financial
Accounting Standards No. 142, "Goodwill and Other Intangible Assets" ("SFAS
142").  SFAS 141 requires that all business combinations be accounted for using
the purchase method of accounting making the use of the pooling-of-interest
method prohibited.  This statement also establishes criteria for separate
recognition of intangible assets acquired in a purchase business combination.
SFAS 141 is effective for business combinations completed after June 30, 2001.
SFAS 142 requires that goodwill no longer be amortized to earnings, but instead
be reviewed for impairment.  The statement is effective for fiscal years
beginning after December 15, 2001, and is required to be applied at the
beginning of an entity's fiscal year and to be applied to all goodwill and other
intangible assets recognized in its financial statements at that date.
Impairment losses for goodwill and indefinite-lived intangible assets that arise
due to the initial application of this statement (resulting from a transitional
impairment test) are to be reported as resulting from a change in accounting
principle.  Under an exception to the date at which this statement becomes
effective, goodwill and intangible assets acquired after June 30, 2001, will be
subject immediately to the non-amortization and amortization provisions of this
statement.

In July 2001, FASB issued Statements of Financial Accounting
Standards No. 143 "Accounting for Asset Retirement Obligations" ("SFAS 143")
that records the fair value of the liability for closure and removal costs
associated with the legal obligations upon retirement or removal of any tangible
long-lived assets.  The initial recognition of the liability will be capitalized
as part of the asset cost and depreciated over its estimated useful life.  SFAS
143 is required to be adopted effective January 1, 2003.

In October 2001, FASB issued Statements of Financial
Accounting Standards No. 144, "Accounting for the Impairment on Disposal of
Long-lived Assets" ("SFAS 144"), which supersedes Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-lived
Assets and for Long-lived Assets to be Disposed of".  SFAS 144 requires that
long-lived assets that are to be disposed of by sale be measured at the lower of
book value or fair value less cost to sell.  Additionally, SFAS 144 expands the
scope of discontinued operations to include all components of an entity with
operations that (1) can be distinguished from the rest of the entity and (2)
will be eliminated from the ongoing operations of the entity in a disposal
transaction.  SFAS 144 is effective for financial statements issued for fiscal
years beginning after December 15, 2001, and, generally, its provisions are to
be applied prospectively.

The adoption of these new pronouncements is not expected to
have a material effect on the Company's financial position or results of
operations.

F-10

---

BULLET ENVIRONMENTAL TECHNOLOGIES, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
FEBRUARY 28, 2002

---

4.     PROPOSED ACQUISITION

During the current year, the Company entered into an
agreement, as amended on May 8, 2002, to acquire all of the issued and
outstanding shares and warrants of Comcam International, Inc. ("Comcam") in
exchange for (i) the issuance of 2,285,969 shares of common stock of the
Company, (ii) the right to purchase 551,250 shares of common stock of the
Company at a price of $1.50 per share, and (iii) the reservation of 2,250,000
shares of common stock of the Company to be issued on the basis of one share for
each $1 of earnings from operations as defined in the agreement.

In anticipation of this transaction, the Company advanced
$75,000 to Comcam.  The advances receivable are unsecured, non-interest bearing
and with no fixed terms of repayment.  If the proposed acquisition does not
proceed, the advances will bear interest at 8% per annum from the date of
termination. Subsequent to February 28, 2002, the Company advanced an additional
$75,000 to Comcam.

5.     NOTES PAYABLE

|                
|----------------
|                
|                
|Principal       
|Accrued interest
|                
|                

The notes payable are unsecured, bear interest at 6% per
annum and are due on demand.

During the current year, the Company issued 395,000 shares of
common stock with an agreed value of $177,750 for the settlement of notes
payable of $150,375, resulting in a loss on settlement of $27,375.

6.     CAPITAL STOCK

Effective March 15, 1999, the Company implemented a 50:1
reverse stock split where each issued and outstanding share of the Company's
common stock was converted to 0.02 shares of the Company's common stock.
Fractional shares totalling 53 shares of common stock were returned to treasury
for cancellation in conjunction with the reverse stock split.  Stockholders'
deficiency has been restated to give retroactive recognition of the reverse
stock split for all periods presented by reclassifying from common shares to
additional paid-in capital the par value of converted shares arising from the
split.  In addition, all references to number of shares and per share amounts of
common shares have been restated to reflect the reverse stock split.

In March 1999, the Company issued 2,000,000 shares of common
stock for cash proceeds of $100,000.

In February 2000, the Company issued 700,000 shares of common
stock for cash proceeds of $350,000.

In December 2000, the Company issued 120,000 shares of common
stock at an agreed value of $60,000 for the settlement of accounts payable
totalling $60,000.

F-11

---

BULLET ENVIRONMENTAL TECHNOLOGIES, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
FEBRUARY 28, 2002

---

6.     CAPITAL STOCK
(cont'd...)

In October 2001, the Company issued 625,000 shares of common
stock at an agreed value of $125,000 for settlement of accounts payable
totalling $125,000.

In December 2001, the Company issued 395,000 shares of common
stock at an agreed value of $177,750 for the settlement of notes payable
totalling $150,375, resulting in a loss on settlement of $27,375.

In January 2002, the Company issued 81,516 shares of common
stock at an agreed value of $36,683 for settlement of accounts payable
totalling $36,683.

Common shares

The common shares of the Company are of the same class,
voting and entitle shareholders to dividends.  Upon liquidation, dissolution or
wind-up, shareholders are entitled to the residual business proceeds of the
Company after all of its debts, obligations and liabilities are settled.

Preferred shares

The Company and its Board of Directors can issue shares of
preferred stock including authorizing dividend rates and features, conversion
privileges, redemption and sinking fund features and the rights of the shares in
the event of a liquidation, dissolution or wind-up.

Additional paid-in capital

The excess of proceeds received for common shares over their
par value of $0.0001, less share issue costs, is credited to additional paid-in
capital.

Stock subscriptions received in advance

During the current year, the Company received cash proceeds
of $100,000 towards the issuance of 200,000 shares of common stock at a price of
$0.50 per share.

Stock options

There has been no stock option activity for the years ended
February 28, 2002 and 2001.

F-12

---

BULLET ENVIRONMENTAL TECHNOLOGIES, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
FEBRUARY 28, 2002

---

6.     CAPITAL STOCK
(cont'd...)

Stock options (cont'd...)

Following is a summary of the status of options outstanding
at February 28, 2002:

|              
|--------------
|              
|Exercise Price
|              
|$ 0.50        
|              

The options are exercisable for a period of five years from
the date that is 366 days after the completion of a public share offering by the
Company.

7.     RELATED PARTY
TRANSACTIONS

During the year ended February 28, 2002, the Company entered
into the following transactions with related parties:

a)     Paid or accrued management
fees of $8,720 (2001 - $Nil) to a company controlled by a director of the
Company.

b)     Paid or accrued secretarial
services of $6,462 (2001 - $Nil) to a company with a common officer.

c)     Paid or accrued consulting
fees of $3,210 (2001 - $Nil) and management fees of $Nil (2001 - $42,192) to a
company controlled by a former director of the Company.

These transactions were in the normal course of operations
and were measured at the exchange value which represented the amount of
consideration established and agreed to by the related parties.

Included in accounts payable as at February 28, 2002 is
$8,663 (2001 - $Nil) to a company controlled by a director of the Company and
$4,861 (2001 - $Nil) to a company with a common officer.

8.     SUPPLEMENTAL DISCLOSURE
WITH RESPECT TO CASH FLOWS

The significant non-cash transaction for the year ended
February 28, 2002 consisted of the Company issuing 1,101,516 shares of common
stock in the amount of $339,433 for the settlement of notes payable of $150,375,
resulting in a loss on settlement of $27,375, and for the settlement of accounts
payable of $161,683.

The significant non-cash transaction for the year ended
February 28, 2001 consisted of the Company issuing 120,000 shares of common
stock in the amount of $60,000 for the settlement of accounts payable.

F-13

---

BULLET ENVIRONMENTAL TECHNOLOGIES, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
FEBRUARY 28, 2002

---

9.     INCOME TAXES

A reconciliation of income taxes at statutory rates with the
reported taxes is as follows:

|                                                    
|----------------------------------------------------
|                                                    
|                                                    
|Loss before income taxes                            
|                                                    
|Expected income tax recovery                        
|Unrecognized benefit of operating loss
carryforwards
|Actual income tax recovery                          
|                                                    

The Company's deferred income tax asset is as follows:

|                            
|----------------------------
|                            
|                            
|Deferred income tax asset:  
|Operating loss
carryforwards
|Valuation allowance         
|                            
|                            
|                            

The Company has operating loss carryforwards of approximately
$956,000 which may be utilized to reduce future years' taxable income and expire
beginning in 2018.

The Company has provided a valuation allowance against its
deferred tax asset given that it is more likely than not that these benefits
will not be realized.  During the year ended February 28, 2002, the valuation
allowance increased by $80,000 (2001 - $147,000).

10.     FINANCIAL
INSTRUMENTS

The Company's financial instruments consist of cash, advances
receivable, accounts payable and accrued liabilities and notes payable.  Unless
otherwise noted, it is management's opinion that the Company is not exposed to
significant interest, currency or credit risks arising from these financial
instruments.  The fair value of these financial instruments approximate their
carrying values, unless otherwise noted.

11.     SEGMENTED INFORMATION

The Company currently operates in one business segment in
Canada.

F-14

---

BULLET ENVIRONMENTAL TECHNOLOGIES, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
FEBRUARY 28, 2002

---

12.     SUBSEQUENT EVENTS

On March 8, 2002 and April 5, 2002, the Company received cash
proceeds of USD$50,000 and CDN$43,000, respectively, towards future issuances of
common stock of the Company.

13.     COMPARATIVE
FIGURES

Certain comparative figures have been reclassified to conform
with the current year's presentation.

F-15