<PAGE>


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

                                   FORM 10-QSB

[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

         FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2001

                                       OR

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
         ACT OF 1934

         FOR THE TRANSITION PERIOD FROM _________ TO _________

                         Commission file number 0-26578

                                  MYRIENT, INC.
                     ---------------------------------------
        (Exact Name of Small Business Issuer as Specified in its Charter)

           Nevada                                       33-0662114
-------------------------------             ------------------------------------
(State or other jurisdiction of             (IRS Employer Identification Number)
incorporation or organization)

                      65 Enterprise, Aliso Viejo, CA 92656
             ------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (949) 330-6500
                    -----------------------------------------
              (Registrant's telephone number, including area code)

Check whether the issuer (1) filed all the reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past twelve 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 [ ]

As of January 10, 2002 the number of shares of common stock outstanding was
44,774,495.

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


<PAGE>


                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
        --------------------
<TABLE>

                                  Myrient, Inc.
                           Consolidated Balance Sheet
                                November 30, 2001
                                   (Unaudited)
<CAPTION>
<S>                                                                  <C>
ASSETS
Current assets:
   Cash                                                              $     13,694
   Accounts receivable, net of allowance for doubtful
     accounts of approximately $770,000                                 1,013,364
                                                                     -------------
   Total current assets                                              $  1,027,058

Property and equipment, net of accumulated depreciation
  of $1,563,741                                                         2,495,081
Deposits and other assets                                                 281,237
                                                                     -------------
Total assets                                                         $  3,803,376
                                                                     =============

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
   Accounts payable and accrued liabilities                          $  9,751,158
   Line of credit borrowings                                              500,000
   Current portion of notes payable                                     1,167,485
   Convertible note payable                                               781,250
   Accrued payroll and related liabilities                              1,363,195
   Accrued interest payable                                               402,203
   Current portion of capital lease obligations                           100,334
                                                                     -------------
   Total current liabilities                                           14,065,625

   Long-term notes payable, net of current portion                      5,500,000
   Obligations under capital lease, net of current portion                 31,664
   Related party notes payable                                          2,298,179
                                                                     -------------
   Total liabilities                                                   21,895,468

Stockholders' deficit:
   Preferred stock, $0.01 par value; 10,000,000 shares authorized,
     no shares issued and outstanding                                           -
   Common stock, $0.01 par value, 75,000,000 shares authorized,
     45,274,495 shares issued and outstanding                              45,275
   Additional paid-in capital                                          16,913,208
   Accumulated deficit                                                (35,050,575)
                                                                     -------------
   Total stockholders' deficit                                        (18,092,092)
                                                                     -------------
Total liabilities and stockholders' deficit                          $  3,803,376
                                                                     =============

</TABLE>

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

                                       1
<PAGE>

<TABLE>
                                  Myrient, Inc.
                      Consolidated Statements of Operations
                                   (Unaudited)
<CAPTION>

                                                           Three Months Ended November 30,
                                                               2001             2000
                                                           -------------   -------------
<S>                                                        <C>             <C>
Net sales                                                  $  2,404,165    $  3,639,195
Cost of sales                                                 1,588,642       2,942,916
                                                           -------------   -------------
  Gross profit                                                  815,523         696,279

Operating expenses:
Selling                                                         390,160         687,994
General and administrative                                    1,299,019       2,210,197
Research and development                                        246,418               -
                                                           -------------   -------------
  Total operating costs and expenses                          1,935,597       2,898,191
                                                           -------------   -------------
Operating loss                                               (1,120,074)     (2,201,912)

Other income (expense):
Other income                                                    360,000               -
Interest expense                                               (358,651)        (77,274)
                                                           -------------   -------------
   Total other income (expense)                                   1,349         (77,274)
                                                           -------------   -------------

Net loss                                                   $ (1,118,725)   $ (2,279,186)
                                                           =============   =============

Net loss available to common stockholders loss per share   $      (0.02)   $      (0.06)
                                                           =============   =============

Basic/diluted weighted average common shares outstanding     45,022,334      39,198,774
                                                           =============   =============




                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
</TABLE>

                                       2
<PAGE>
<TABLE>

                                  Myrient, Inc.
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
<CAPTION>
                                                                   Quarters Ended November 30,
                                                                      2001           2000
                                                                  ------------   ------------
<S>                                                               <C>            <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net loss                                                          $(1,118,725)   $(2,279,186)
Adjustments to reconcile net loss to net cash used in
  operating activities:
     Bad debt expense                                                  60,000         40,000
     Depreciation                                                     259,158        228,615
     Vesting of previously issued options and warrants                 12,027        307,577
     Estimated fair market value of stock, options and warrants
       issued for services                                             42,311          4,100
     Changes in operating assets and liabilities:
       Accounts receivable                                           (110,179)      (663,503)
       Other assets                                                   (29,706)             -
       Accounts payable and accrued liabilities                       978,088      3,536,553
       Accrued payroll and related liabilities                        (29,936)       392,229
       Accrued interest payable                                       272,361         42,293
                                                                  ------------   ------------
Net cash provided by operating activities                             335,399      1,608,678

CASH FLOW FROM INVESTING ACTIVITIES
Purchases of property and equipment                                  (141,743)    (1,852,759)
Capitalized computer software development cost                       (119,630)             -
Deposits                                                                    -         25,304
                                                                  ------------   ------------
Net cash used in investing activities                                (261,373)    (1,827,455)

CASH FLOW FROM FINANCING ACTIVITIES
Principal repayments on convertible note payable                      (75,000)             -
Principal repayments on notes payable                                (125,000)             -
Repayments on related party notes payable                             (21,139)       (40,104)
Proceeds from related party notes payable                                   -        250,746
Repayment on capitalized leased obligations                           (22,691)       (18,590)
Proceeds from short-swing profits                                           -         16,380
                                                                  ------------   ------------
Net cash provided by (used in) financing activities                  (243,830)       208,432

Net decrease in cash                                                 (169,804)       (10,345)
Cash at beginning of period                                           183,498         12,877
                                                                  ------------   ------------
Cash at end of period                                             $    13,694    $     2,532
                                                                  ============   ============

SUPPLEMENTAL CASH FLOW DISCLOSURES:
Cash paid during the period for interest                          $    86,290    $    39,303
                                                                  ============   ============
Cash paid during the period for taxes                             $         -    $         -
                                                                  ============   ============

SUPPLEMENTAL DISCLOSURE ON NON-CASH INVESTING AND FINANCING ACTIVITIES:

See Note 9 for additional non-cash financing activities during the quarter ended
November 30, 2001.

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
</TABLE>
                                       3
<PAGE>

                                  Myrient, Inc.
                   Notes to Consolidated Financial Statements

1. BASIS OF PRESENTATION

     The accompanying unaudited consolidated financial statements of Myrient,
Inc. (the "Company") have been prepared in accordance with accounting principles
generally accepted in the United States of America for interim financial
information and with the instructions to Form 10-QSB and Article 10 of
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included.

     Operating results for the quarter ended November 30, 2001 are not
necessarily indicative of the results that may be expected for the year ending
August 31, 2002. For further information, refer to the financial statements and
footnotes thereto included in the Company's annual report on Form 10-KSB for the
year ended August 31, 2001.

2. SOFTWARE DEVELOPMENT COSTS

     On September 1, 2001, the Company adopted Statement of Position 98-1,
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use ("SOP 98-1")". SOP 98-1 identifies three stages of a typical
software development project: preliminary project stage, application development
stage, and the post-implementation stage. As required by SOP 98-1, the Company
capitalizes certain qualifying costs (primarily employee salary expense)
incurred during the application development stage. All other internal use
development costs are expensed as incurred.

     The Company has been developing certain computer software projects since
the third quarter of the prior year and incurred $191,679 research and
development cost in the prior year. The adoption of SOP 98-1 in the prior year
did not have a material impact on the Company's results of operations, financial
position or cash flows for the year. The $191,679 research and development cost
was presented as part of general and administrative expense in the Company's
statement of operations for the year ended August 31, 2001.

     The Company incurred $336,048 of research and development expenditures
during the quarter ended November 30, 2001, of which $119,630 was capitalized
under SOP 98-1 as property and equipment in the accompanying Balance Sheet and
$246,418 was expensed under research and development in the accompanying
Statement of Operations.

     Amortization of capitalized computer software development cost is provided
on a project-by-project basis on the straight-line method over the estimated
economic life of the products (not to exceed five years).

     The carrying value of capitalized computer software development cost is
periodically reviewed, and a loss is recognized when the value of estimated
undiscounted cash flow benefit related to the asset falls below the unamortized
cost, consistent with the Company's policy regarding long-lived assets.


                                       4
<PAGE>


                                  Myrient, Inc.
                   Notes to Consolidated Financial Statements

3. LOSS PER SHARE

     The Company has adopted Statement of Accounting of Financial Accounting
Standards No. 128 ("SFAS No. 128") "Earnings per Share." Under SFAS No. 128,
basic earnings per share is computed by dividing income available to common
shareholders by the weighted-average number of common shares assumed to be
outstanding during the period of computation. Diluted earnings per share is
computed similar to basic earnings per share except that the denominator is
increased to include the number of additional common shares that would have been
outstanding if the potential shares had been issued and if the additional common
shares were dilutive. Stock options and warrants outstanding on November 30,
2001 and 2000 are not considered common stock equivalents, as the affect on net
loss per share would be anti-dilutive.

4. SEGMENT INFORMATION

     The Company has adopted Statement of Financial Accounting Standards No. 131
("SFAS No. 131"), "Disclosures about Segments of an Enterprise and Related
Information." SFAS No. 131 establishes standards for the way that public
companies report information about operating segments and related disclosures
about products and services, geographic areas and major customers in annual
consolidated financial statements. The Company accounts for its operations and
manages its business as one segment.

5. COMPREHENSIVE INCOME

     The Company has adopted Statement of Financial Accounting Standards No. 130
("SFAS No. 130"), "Reporting Comprehensive Income." SFAS No. 130 established the
standard for reporting and display of comprehensive income and its components in
a full set of general-purpose financial statements. The adoption of SFAS No. 130
has not materially impacted the Company's financial position or results of
operations, as the Company has no items of comprehensive income.

6. RISKS AND UNCERTAINTIES

     The Company operates in a highly competitive industry that is subject to
intense competition, government regulation and rapid technological change. The
Company's operations are subject to significant risk and uncertainties including
financial, operational, technological, regulatory and other risks associated
with an emerging business, including the potential risk of business failure.



                                       5
<PAGE>


                                  Myrient, Inc.
                   Notes to Consolidated Financial Statements

7. GOING CONCERN

     The accompanying consolidated financial statements have been prepared
assuming the Company will continue as a going concern, which contemplates, among
other things, the realization of assets and satisfaction of liabilities in the
normal course of business. As of November 31, 2001, the Company has negative
working capital of $13,038,567, long-term borrowings of $7,829,843 and the
stockholders' deficit of $18,092,092.

     The Company hopes to continue to increase revenues from additional revenue
sources and increase margins as a result of amending its contracts with vendors
and other cost cutting measures. In the absence of significant revenues and
profits, the Company intends to fund operations through additional debt and
equity financing arrangements which management believes may be insufficient to
fund its capital expenditures, working capital, and other cash requirements for
the fiscal year ending August 31, 2002. Therefore, the Company may be required
to seek additional funds to finance its long-term operations. The successful
outcome of future activities cannot be determined at this time and there are no
assurances that if achieved, the Company will have sufficient funds to execute
its intended business plan or generate positive operating results.

     These circumstances raise substantial doubt about the Company's ability to
continue as a going concern. The accompanying consolidated financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

8. COMMON STOCK AND ADDITIONAL PAID-IN CAPITAL

     In September 2001, the Company entered into a consulting agreement with a
marketing firm to manage public relations for the Company. Upon execution of the
agreement, the Company issued 30,000 shares of common stock valued at $6,000
(based on the closing bid price of the Company's common stock on the date of the
agreement) recorded as compensation expense as an incentive for the marketing
firm to provide its services to the Company.

     In October 2001, a total of 50,000 shares of common stock previously issued
to the Company's directors were returned to the Company due to the change of the
compensation plan which is still in process and the related $17,500 compensation
expense was reversed.

     During the quarter ended November 30, 2001, the Company issued to three of
its employees a total of 419,699 shares of common stock valued at $53,811 (based
on the closing bid price of the Company's common stock on the date of issuance),
which was recorded as compensation expense.

     During the quarter ended November 30, 2001, the Company recorded $12,027 of
compensation expense associated with the vesting of warrants previously issued
to its outside service providers.


                                       6
<PAGE>


                                  Myrient, Inc.
                   Notes to Consolidated Financial Statements

9. NOTES PAYABLE

     During the quarter ended November 30, 2001, a $5,500,000 accounts payable
balance owed to one of the Company's vendors was converted to a note payable
based on the agreement signed by and between the Company and the vendor. The
note, requiring various monthly payments of principal and interest beginning in
April 2002 and a balloon payment in December 2009, bears a 12% interest per
annum and contains prepayment incentives that provide the Company with potential
debt forgiveness in future years if certain payments are made.

10. OTHER INCOME

     In November 2001, the Company generated one-time revenue of $360,000 from
sale of certain digital subscriber line ("DSL") accounts to a third party
supplier (which provides DSL communication access).

11. SUBSEQUENT EVENT

     In December 2001, the Company cancelled 500,000 shares of common stock
previously issued to Seven Keys Development Trust, of which Robert C. Weaver,
Jr., the Company's former director, is a trustee. The Company had investigated
and concluded that these cancelled shares were issued upon the exercise of the
unauthorized stock options granted by William J. Kettle, the Company's former
Chairman of the Board Directors and Chief Executive Officer.



                                       7
<PAGE>


Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

     The following discussion contains certain forward-looking statements that
are subject to business and economic risks and uncertainties, and the Company's
actual results could differ materially from those forward-looking statements.
The following discussion regarding the financial statements of the Company
should be read in conjunction with the financial statements and notes thereto.

GENERAL

      Myrient, Inc. (the "Company") is an outsourced Information Technology
solutions provider that delivers managed services that allow enterprises to
conduct secure communications with remote offices, partners and customers
worldwide. The Company enables its customers to outsource all of their
communications needs, while ensuring the highest level of security and
reliability. The Company manages and controls a nationwide data communications
network that allows it to offer high-quality integrated turnkey solutions. The
Company's services include Managed Virtual Private Networking, Broadband
Internet Access, Managed Web Hosting, Storage and off-site disaster recovery
services, Network and Systems Management, and Professional Services.

      The Company's operating results have fluctuated in the past and may in the
future fluctuate significantly, depending upon a variety of factors, including
the timely deployment and expansion of new network architectures, the incurrence
of related capital costs, variability and length of the sales cycle associated
with the Company's product and service offerings, the receipt of new value-added
network services and consumer services subscriptions and the introduction of new
services by the Company and its competitors. Additional factors that may
contribute to variability of operating results include but not limited to: the
pricing and mix of services offered by the Company; customer retention rate;
market acceptance of new and enhanced versions of the Company's services;
changes in pricing policies by the Company's competitors; the Company's ability
to obtain sufficient supplies of sole or limited-source components; user demand
for network and Internet access services; balancing of network usage over a
24-hour period; the ability to manage potential growth and expansion; the
ability to identify, acquire and integrate successfully suitable acquisition
candidates; and charges related to acquisitions. In response to competitive
pressures, the Company may take certain pricing or marketing actions that could
have a material adverse affect on the Company's business. As a result,
variations in the timing and amounts of revenue could have a material adverse
affect on the Company's quarterly operating results. Currently, the Company does
not have the systems available to provide segment information. Due to the
foregoing factors, the Company believes the period-to-period comparisons of its
operating results are not necessarily meaningful and that such comparisons
cannot be relied upon as indicators of future performance. In the event that the
Company's operating results in any future period fall below the expectations of
securities analysts and investors, the trading price of the Company's common
stock would likely decline.

                                       8
<PAGE>

RESULTS OF OPERATIONS

COMPARISON OF THREE MONTHS ENDED NOVEMBER 30, 2001 AND 2000

NET SALES

     Net sales decreased $1,235,030 to $2,404,165 for the three months ended
November 30, 2001 from $3,639,195 for the three months ended November 30, 2000.
Revenues generated from Broadband Internet Access decreased $1,457,157 primarily
due to the reduction of approximately 150 individuals involved in reselling
retail based business class digital subscriber lines ("DSL") connectivity during
the three months ended November 30, 2001 as compared to the three months ended
November 30, 2000. The decrease was offset by a $228,954 increase in revenues
generated from Real Private Networking, Internet and Intranet based Web Hosting,
Hosted Application Services, Intelligent Routing and Content Delivery Services,
Managed Virtual Private Networking and Professional Services for the three
months ended November 30, 2001 as compared to the corresponding period of 2000.

COST OF SALES

     Cost of sales decreased $1,354,274 to $1,588,642 for the three months ended
November 30, 2001 from $2,942,916 for the three months ended November 30, 2000.
Cost of sales consists primarily of access charges from local exchange carriers,
backbone and Internet access costs and the cost of customer equipment to support
network systems. The Company's Internet access costs significantly decreased
reflecting the decrease in revenues generated from Broadband Internet Access
during the three months ended November 30, 2001 as compared to the corresponding
period of 2000.

GROSS PROFIT

     Gross profit increased $119,244 to $815,523 for the three months ended
November 30, 2001 from $696,279 for the three months ended November 30, 2001 and
the profit margin increased 15% to 34% for the three months ended November 30,
2001 from 19% for the three months ended November 30, 2000. The increase in
gross profit and the profit margin resulted from a significant decrease in
revenues generated from the lower margin services (Broadband Internet Access
delivered over DSL) and an increase in revenues generated from the higher margin
services (managed services including Real Private Networking, Internet and
Intranet based Web Hosting, Hosted Application Services, Intelligent Routing and
Content Delivery Services, Managed Virtual Private Networking and Professional
Services) during the three months ended November 30, 2001 as compared to the
corresponding period of 2000.

SELLING EXPENSE

     Selling expense consists primarily of personnel expenses including salary,
commissions and costs for customer support functions. Selling expense decreased
$297,834 to $390,160 for the three months ended November 30, 2001 from $687,994
for the three months ended November 30, 2000. The decrease is primarily due to a
$258,356 decrease in selling commission resulting from the decrease in revenues
generated from Broadband Internet Access for the three months ended November 30,
2001 as compared to the three months ended November 30, 2000.

GENERAL AND ADMINISTRATIVE EXPENSE

     General and administrative expense consists primarily of personnel expense,
rent and professional fees. General and administrative expense decreased
$911,178 to $1,299,019 for the three month ended November 30, 2001 from
$2,210,197 for the three months ended November 30, 2000. Personnel expense
decreased $773,427 from the three months ended November 30, 2000 to the
corresponding period in 2001 primarily due to a decreased head count in the 2001
period. Additionally, a $223,095 computer system implementation fee was incurred
in the three months ended November 30, 2000 but no such cost was incurred in the
2001 period.


                                       9
<PAGE>

RESEARCH AND DEVELOPMENT

     The Company incurred a $246,418 research and development cost for the three
months ended November 30, 2001. However, there was no such cost in the
corresponding period in 2000 (as the Company commenced to perform the research
and development activities in the third quarter of the prior year). The $246,418
research and development cost included a $31,600 employee salary expense and a
total of $214,818 equipment rental expense associated directly with the research
and development activities performed by the Company's engineering department
during the three months ended November 30, 2001.

OTHER INCOME

     The Company generated one-time revenue of $360,000 from sale of its certain
DSL accounts to a third party supplier (which provides DSL communication access)
during the three months ended November 30, 2001. No such revenue was generated
in the corresponding period in 2000.

INTEREST EXPENSE

     Interest expense increased $281,377 to $358,651 for the three months ended
November 30, 2001 from $77,274 for the three months ended November 30, 2000. The
increase in interest expense resulted from the higher average interest-bearing
borrowing balance during the three months ended November 30, 2001 as compared to
the corresponding period in 2000. The higher average borrowing balance is
primarily related to the conversion of a $5.5 million balance from accounts
payable to a note payable as of August 31, 2001.

NET LOSS

     As a result of the above, the Company incurred a net loss of $1,118,725 for
the three months ended November 30, 2001 as compared to $2,279,186 for the three
months ended November 30, 2001.

LIQUIDITY AND CAPITAL RESOURCES

     Cash balance decreased $169,804 to $13,694 on November 30, 2001 from
$183,498 on August 31, 2001 primarily due to $141,743 cash used to purchase the
Company's property and equipment, $119,630 cash used to develop the Company's
certain computer software projects and a total of $243,830 cash used to repay
the Company's borrowings during the three months ended November 30, 2001. These
uses of cash were offset by $335,399 of cash provided from the Company's
operating activities in the three months ended November 30, 2001.

     To date, the Company has satisfied its cash requirements primarily through
debt, equity and capitalized lease financings. The Company's principal uses of
cash are to fund working capital requirements and to service its capital lease
and debt financing obligations. The Company believes that its anticipated funds
from operations will be insufficient to fund its working capital and other
requirements through August 31, 2002. Therefore, the Company will be required to
seek additional funds either through debt or equity financing to finance its
long-term operations ("Additional Funds"). Should the Company fail to raise the
Additional Funds, the Company will have insufficient funds for the Company's
intended operations for the next nine months that may have a material adverse
effect on the Company's long-term results of operations.


                                       10
<PAGE>


     The Company's independent certified public accountants have stated in their
report in the Company's Form 10-KSB for the year ended August 31, 2001, that the
Company had incurred operating losses in the last two years, had a working
capital deficit (including a significant accrued payroll taxes due to under
payment of payroll taxes), a significant long-term borrowing balance and a
significant stockholders' deficit. Although the Company's the working capital
deficit decreased $4,357,941 to $13,038,567 on November 30, 2001 from
$17,396,508 on August 31, 2001, the long-term borrowing balance increased
$5,454,249 to $7,829,843 on November 30, 2001 from $2,375,594 on August 31, 2001
and the stockholders' deficit increased $1,064,387 to $18,092,092 on November
30, 2001 from $17,027,705 on August 31, 2001. These financial conditions raise
substantial doubt about the Company's ability to continue as a going concern.

FORWARD-LOOKING INFORMATION

     Certain statements in this Section and elsewhere in this report are
forward-looking in nature and relate to trends and events that may affect the
Company's future financial position and operating results. Such statements are
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. The terms "believe," "expect," "anticipate," "intend," and
"project" and similar words or expressions are intended to identify
forward-looking statements. These statements speak only as of the date of this
report. The statements are based on current expectations, are inherently
uncertain, are subject to risks, and should be reviewed with caution. Actual
results and experience may differ materially from the forward-looking statements
as a result of many factors, including changes in economic conditions in the
markets served by the Company, increasing competition, fluctuations in raw
materials and energy prices, and other unanticipated events and conditions. It
is not possible to foresee or identify all such factors. The Company makes no
commitment to update any forward-looking statement or to disclose any facts,
events, or circumstances after the date hereof that may affect the accuracy of
any forward-looking statement.






                                       11
<PAGE>


                           PART II. OTHER INFORMATION


Item 1.    Legal Proceedings
           -----------------

     The Company may from time to time be involved in various claims, lawsuits,
disputes with third parties, actions involving allegations of discrimination, or
breach of contract actions incidental to the operation of its business. The
Company is not currently involved in any such litigation that it believes could
have a materially adverse effect on its financial condition or results of
operations.

Item 2.    Changes in Securities and Use of Proceeds
           -----------------------------------------

     On September 1, 2001, the Company entered into a consulting agreement with
a marketing firm to manage public relations for the Company. Upon execution of
the agreement, the Company issued 30,000 shares of common stock valued at $0.20
per share for a total value of $6,000 as an incentive for the marketing firm to
provide its services to the Company. This transaction was an issuance of
securities by the issuer not involving any public offering and is therefore
covered by the exemption allowed under Section 4(2) of the Securities Act of
1933.

     During the quarter ended November 30, 2001, the Company issued to three of
its employees a total of 419,699 shares of common stock valued at $53,811. The
first issuance, of 116,666 shares of common stock to an employee as part of his
compensation package, was an issuance of securities by the issuer not involving
any public offering and is therefore covered by the exemption allowed under
Section 4(2) of the Securities Act of 1933. The second issuance, of 25,000
shares of common stock, was to an employee as a negotiated settlement regarding
compensation as part of his termination with the Company, and was an issuance of
securities by the issuer not involving any public offering and is therefore
covered by the exemption allowed under Section 4(2) of the Securities Act of
1933. The third issuance, for 278,033 shares of common stock to one employee as
compensation for services rendered, was an issuance of securities by the issuer
pursuant to a stock option plan registered with the Commission on Form S-8 and
is therefore a registered security.

Item 3.    Defaults Upon Senior Securities
           -------------------------------

           None.

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

           None.

Item 5.    Other Information
           -----------------

           None.

Item 6.    Exhibits and Reports on Form 8-K
           --------------------------------

           (a)     Exhibits

                   None.

           (b)     Reports on Form 8-K

                   None.




                                       12
<PAGE>


                                    SIGNATURE

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


                                          Myrient, Inc.


Date: January 11, 2002                    by: /s/ BARRY H. HALL
                                              ----------------------------------
                                              Barry H. Hall
                                              Chairman of the Board and Director


                                          by: /s/ BRYAN L. TURBOW
                                              ----------------------------------
                                              Bryan L. Turbow
                                              Director and President/CTO

                                          by: /s/ TERESA M. THROENLE
                                              ----------------------------------
                                              Teresa M. Throenle
                                              Director






                                       13