U.S. Securities and Exchange Commission
                             Washington, D.C. 20549
--------------------------------------------------------------------------------
                                   FORM 10-KSB

[X]      Annual report under Section 13 or 14(d) of the Securities Exchange Act
         of 1934 for the fiscal year ended December 31, 2001.

[ ]      Transition report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934 for the transition period from       to

                        Commission File Number: 000-27507

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

                               e-PERCEPTION, INC.
                 (Name of Small Business Issuer in its Charter)

                  Nevada                                    88-0350448
         (State or other jurisdiction                    (I.R.S. Employer
       of incorporation or organization)                Identification No.)

             27555 Ynez Road, Suite 203, Temecula, California 92591
             ------------------------------------------------------
                    (Address of principal executive offices)

                                 (909) 587-8773
                                 --------------
                           (Issuer's telephone number)

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

                          Common Stock, $.001 par value
                          -----------------------------
                                (Title of Class)

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

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of  Regulation  S-B contained in this form,  and no disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

         Issuer's revenues for the year ended December 31, 2001 were $0.

         The  aggregate  market  value for the  Issuer's  voting  stock  held by
non-affiliates  of the Issuer based upon the $3.90 per share  closing sale price
of the  Common  Stock on March  15,  2002 as  reported  on the  Over-the-Counter
Bulletin Board, was approximately $19,177,735.20. Shares of Common Stock held by
each  officer  and  director  and by  each  person  who  owns  5% or more of the
outstanding  common stock have been  excluded in that such persons may be deemed
to be affiliates.  This  determination  of affiliate status is not necessarily a
conclusive determination for other purposes.

         As of March 15, 2002,  Registrant had 7,972,314  shares of Common Stock
outstanding.

         Transitional Small Business Disclosure Format (check one):

                  Yes      [  ]             No       [X]



                                       1
<PAGE>

                               e-PERCEPTION, INC.
                            FORM 10-KSB ANNUAL REPORT

                                TABLE OF CONTENTS


                                                                           Page

                                     PART I


ITEM 1   Description of Business............................................3

ITEM 2   Description of Property............................................5

ITEM 3   Legal Proceedings..................................................5

ITEM 4   Submission of Matters to a Vote
         Of Security Holders................................................5

                                     PART II

ITEM 5   Market for Common Equity and Related
         Shareholder Matters................................................5

ITEM 6   Management's Discussion and Analysis
         Or Plan of Operation...............................................6

ITEM 7   Financial Statements...............................................8

ITEM 8   Changes in and Disagreements with Accountants
         On Accounting and Financial Disclosure.............................17

                                    PART III

ITEM 9   Directors, Executive Officers, Promoters and Control
         Persons; Compliance with Section 16(a) of the Exchange Act.........17

ITEM 10  Executive Compensation.............................................18

ITEM 11  Security Ownership of Certain Beneficial Owners and Management.....19

ITEM 12  Certain Relationships and Related Transactions.....................21

ITEM 13  Exhibits and Reports on Form 8-K...................................21




                                       2
<PAGE>


                                     PART I

This annual report on Form 10-KSB contains  certain  forward-looking  statements
within the meaning of Section 21E of the Securities and Exchange Act of 1934, as
amended,  and is subject to the Safe Harbor provisions  created by that statute.
In this  report,  the  words  "anticipates,"  "believes,"  "expects,"  "future",
"interests," and similar expressions identify forward-looking  statements.  Such
statements are subject to risks and  uncertainties,  including,  but not limited
to, those discussed herein that could cause actual results to differ  materially
from those  projected.  You are cautioned  not to place undue  reliance on these
forward-looking statements, which speak only as of the date hereof. We undertake
no  obligation  to  publicly  release  the  result  of any  revisions  to  these
forward-looking statements that may be needed to reflect events or circumstances
after the date of this  report or to reflect  the  occurrence  of  unanticipated
events.

Item 1.    Description of Business

Introduction

         Corporate Development Centers,  Inc. (now known as e-Perception,  Inc.)
was  incorporated  in the State of Nevada on August 29,  1995.  The Company then
sold shares pursuant to an initial public offering conducted  exclusively in the
State of Nevada.  The Company's offering was registered with the State of Nevada
(State File No. R96-19) and became  effective on March 1, 1996. The offering was
sold pursuant to Rule 504 promulgated by the Securities and Exchange  Commission
under  Regulation D and pursuant to a Disclosure  Document  dated March 1, 1996.
The offering was closed after the sale of 534,250 shares.

         The  Company  was  formed  for the  purpose of  offering  full  service
executive  office  space  combined  with other  business  services.  The initial
business plan called for us to lease up to 2,500 square feet of office space and
then sub-lease  executive office space to companies or individuals.  In addition
to office  space,  the  Company  would  provide  to  executives  reception  desk
services, photocopying services, postal services and other services needed for a
business executive to operate a free standing office.

         The Company  initiated its business plan in 1996. The Company purchased
office  equipment,  leased office space and set up executive  offices in the Las
Vegas,  Nevada area. The business as initiated did not prove profitable,  and we
did not have  sufficient  capital to continue  operations.  In our first year of
operations,  we collected rents totaling $51,517.00. We closed our operations in
1997. Since that time, the Company has been  investigating ways to get back into
the  executive  office space  business.  We have also been  investigating  other
products  and/or  services  in which we might  engage  that have  potential  for
profit.

         On January 9, 2002, the Company acquired through a tender offer 100% of
the issued and  outstanding  capital stock  e-Perception  Technologies,  Inc., a
Delaware  corporation.  In connection with the tender offer, we have changed the
name of the  company  to  e-Perception,  Inc.  e-Perception  Technologies  has a
web-hosted application and proprietary software platform which focus on employee
satisfaction,  customer  relationship  management and supply-chain  metrics. The
current business operations of e-Perception  Technologies will constitute all of
the business operations of the Company.

         Our  executive  offices  are  located at 27555  Ynez  Road,  Suite 203,
Temecula, California 92591. Our Web site is located at www.e-perception.com.

General

         For the past three years, we have had no active business operations.


                                       3
<PAGE>

         Our common stock is currently included on the Over-the-Counter Bulletin
Board.  We intend to apply for listing on the Nasdaq stock market if and when we
meet the asset and other requirements for listing on that market.

Principal Products or Services

         The  Company  was  formed  for the  purpose of  offering  full  service
executive  office space  combined with other  business  services.  We closed our
operations  in  1997.  As of  December  31,  2001,  we have no  active  business
operations and therefore we have no products or services.

Competition

         As of December 31, 2001,  since we have no active business  operations,
we have no active competition.

Intellectual Property

         As of December 31, 2001, we have no intellectual property rights.

Government Regulation

         As of December 31, 2001,  since we have no active business  operations,
we are not subject to any government regulation.

Research and Development

         We closed our  operations  in 1997. As of December 31, 2001, we have no
active research and development activities.

Employees

         As of December 31, 2001,  since we have no active business  operations,
we have no employees.

Recent Developments

         On January 9, 2002,  the Company  acquired  through a tender  offer one
hundred  percent  (100%)  of  the  issued  and  outstanding   capital  stock  of
e-Perception Technologies,  Inc., a Delaware corporation. In connection with the
tender offer, the Company filed a Form 8-K with the SEC on January 23, 2002.

         The stockholders of e-Perception Technologies received one (1) share of
the  common  stock of the  Company  for each  four (4)  shares  of  e-Perception
Technologies  common  stock they owned  immediately  prior to the closing of the
transaction.  The  calculation of the number of our common shares issued to each
e-Perception  Technologies  stockholder  was rounded  down to the nearest  whole
share.

         Each  outstanding  option and warrant for the purchase of  e-Perception
Technologies common stock has been assumed by the Company.  The number of shares
subject to each  outstanding  option or warrant  has been  adjusted so that each
option or  warrant to  purchase  four (4)  shares of  e-Perception  Technologies
common  stock is now an  option  or  warrant  to  purchase  one (1) share of the
Company's common stock.

         As a result of the tender offer, former  e-Perception  stockholders own
approximately 86% of the issued and outstanding capital stock of the Company.


                                       4
<PAGE>

         The  members  of  our  board  of  directors  immediately  prior  to the
transaction  have  resigned  from the  board.  The  following  people  have been
appointed to our board of directors:  William E. Richardson, Ray Gerrity, Robert
Miller and Shelly Singhal.

         e-Perception   Technologies   has  a  web-hosted   application   and  a
proprietary  software  platform which focus on employee  satisfaction,  customer
relationship   management  and  supply-chain   metrics.   The  current  business
operations of  e-Perception  Technologies  will  constitute all of the Company's
business operations.


Item 2.    Description of Property

         As of  December  31,  2001,  the Company  uses office  space at 1332 E.
Martha Dunyon Cir., Draper,  Utah 84020, which was provided by Richard Bench, an
officer and director of the Company. The fair market value of the office rent is
$100 per month. Mr. Bench has agreed to contribute this amount to the Company as
additional paid in capital.


Item 3.    Legal Proceedings

         We are not a party to any material  pending legal  proceedings,  and to
the best of our  knowledge,  no such  proceedings by or against the Company have
been threatened.


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

         No  matters  were  submitted  by us to a vote of our  security  holders
during the fourth quarter of fiscal year ended December 31, 2001.


                                     PART II


Item 5.  Market for Common Equity and Related Shareholder Matters

         The  Company has been listed on the  Over-the-Counter  Bulletin  Board.
However,  the Company lost its trading symbol in or about  September,  1999. The
Company was  re-listed on the  Over-the-Counter  Bulletin  Board on November 29,
2001.  The Company has changed  its stock  symbol to  "EPER.OB".  Because we are
listed  on the  Over-the-Counter  Bulletin  Board,  our  securities  may be less
liquid,  receive less coverage by security analysts and news media, and generate
lower prices than might otherwise be obtained.

         As of December 31, 2001,  there are no outstanding  options or warrants
to  purchase  shares  of  common  stock  nor are  there  outstanding  securities
convertible  into  common  stock.   Under  Rule  144(k)  promulgated  under  the
Securities Act of 1933, in order for non-controlling  shareholders to sell their
shares free of  restrictions,  a period of at least two years must have  elapsed
since the  shares  were  acquired  from the issuer or from an  affiliate  of the
issuer.  As of December 31, 2001, all shares of common stock  outstanding may be
sold without the restrictions  under Rule 144(k) except 275,000 shares which are
held by officers,  directors, and controlling shareholders.  The Company has not
agreed  to  register  any  shares of its  common  stock  and is not  planning  a
registered offering at the present time.

         The following tables sets forth, for the calendar  quarters  indicated,
the range of high and low  quotations  for the  common  stock,  as  reported  by
Nasdaq.

                                       5
<PAGE>


                              EPER.OB Common Stock

                                                           2002
                                                    High           Low
                                              -------------------------------

    First Quarter (through March 15, 2002)          4.25           3.25


                                                           2001
                                                    High           Low
                                              -------------------------------

    Fourth Quarter (from November 29, 2001)         3.30           2.00

         The quotations listed above reflect inter-dealer prices, without retail
mark-up, markdown or commission and may not represent actual transactions.

         As of March 15, 2002 there were  approximately 117 holders of record of
the common shares of the Company and the price per share of our common stock was
$3.90. The common stock  represents the only class of securities  outstanding as
of this filing.

         To date, we have not paid a dividend on our common  stock.  The payment
of future  dividends is subject to our earnings and financial  position and such
other factors, including contractual restrictions, as the Board of Directors may
deem relevant and it is unlikely that dividends will be paid in the  foreseeable
future.

           The  Company  has not sold any  equity  securities  during the fiscal
years ended  December 31, 2000 and  December  31,  1999.  During the fiscal year
ended  December 31, 2001,  the Company sold an aggregate of 65,750 shares of its
common stock at a price of $1.00 per share in December, 2001. The total proceeds
received by the Company were $65,750.  The shares were sold to certain  existing
shareholders  of the Company.  The Company  relied on the exemption  provided in
Section 4(2) of the Securities Act when issuing the shares.

Item 6. Management's Discussion and Analysis or Plan of Operation

Overview

Plan of Operations

         The Company was incorporated in the State of Nevada on August 29, 1995.
At its  inception,  the  Company  was formed for the  purpose of  offering  full
service  executive  office space combined with other  business  services such as
reception  desk  services,  photocopying  services,  postal  services  and other
services needed for a business executive to operate a free standing office.

         The Company initiated its business plan in 1996 but proved unprofitable
and  closed   operations  in  1997.  Since  that  time,  the  Company  has  been
investigating  ways to get back into the executive  office space  business.  The
Company has also been  investigating  other products and/or services in which it
might engage that have potential for profit.

         At December 31, 2001, the Company had working capital of $-8,623. Since
the end of its operations in 1997, the Company has had extremely limited working
capital which it has obtained  through  additional  investment in the Company by
principal shareholders.  The Company can only continue to exist by the continued
willingness of principal shareholders to fund the maintaining of the Company. In
January,  2001,  the  Company  borrowed  $5,000 from a  shareholder  in order to
continue meeting the cash demands of the Company.


                                       6
<PAGE>


         As of December  31, 2001,  the Company  intends to continue to seek out
business  opportunities  in which it can engage or operating  companies which it
can acquire. It should be noted that the Company is now obligated to satisfy the
costs  associated  with filing the  required  reports  under the Exchange Act of
1934.  As of December 31, 2001, it appears that these costs will also have to be
met through the continued sale of stock or by borrowing  additional funds. As of
December  31,  2001,  the  Company's   operating  plan  is  to  (i)  handle  the
administrative and reporting  requirements of a public company;  and (ii) search
for potential business, products, technologies and companies for acquisition. On
January 9, 2002, the Company acquired through a tender offer one hundred percent
(100%) of the issued and outstanding capital stock of e-Perception Technologies,
Inc.  The  current  business   operations  of  e-Perception   Technologies  will
constitute all of the business operations of the Company.





                                       7
<PAGE>


Item 7.    Financial Statements

                        REPORT OF INDEPENDENT ACCOUNTANTS









Board of Directors
e-Perception, Inc. (formerly Corporate Development Centers, Inc.)
Salt Lake City, Utah

I have audited the accompanying  balance sheets of e-Perception,  Inc. (formerly
Corporate  Development  Centers,  Inc.)  (a  development  stage  company)  as of
December 31, 2001 and 2000 and the related statements of operations,  cash flows
and changes in  stockholders'  equity (deficit) for the years then ended and for
the period from August 29, 1995 (date of inception) to December 31, 2001.  These
financial  statements are the  responsibility of e-Perception's  management.  My
responsibility  is to express an opinion on these financial  statements based on
my audits.

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

In my opinion,  the accompanying  financial  statements  present fairly,  in all
material  respects,  the  financial  position of  e-Perception,  Inc.  (formerly
Corporate  Development  Centers,  Inc.) as of December 31, 2001 and 2000 and the
results of operations,  cash flows and changes in stockholders' equity (deficit)
for the years  then  ended and for the  period  from  August  29,  1995 (date of
inception)  to December 31,  2001,  in  conformity  with  accounting  principles
generally accepted in the United States.





Ted A. Madsen, CPA

February 22, 2002


                                       8
<PAGE>
<TABLE>
<CAPTION>


                                     e-PERCEPTION, INC.
                       (formerly Corporate Development Centers, Inc.)
                                (A DEVELOPMENT STAGE COMPANY)
                                       BALANCE SHEETS

                                                                December 31,   December 31,
                                                                    2001           2000
                                                                 ---------      ---------
<S>                                                             <C>            <C>
ASSETS

          Cash in bank                                           $  11,895      $   5,468
                                                                 ---------      ---------

          TOTAL ASSETS                                           $  11,895      $   5,468
                                                                 =========      =========



LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

     Liabilities

          Accounts payable                                       $  20,518      $    --
          Loan to shareholder                                         --           15,000
                                                                 ---------      ---------

               Total Liabilities                                    20,518         15,000

     Stockholders' Equity (Deficit)

          Common stock, authorized 25,000,000 shares
          at $.001 par value, issued and outstanding
          1,100,000 shares                                           1,100          1,234

          Additional paid-in capital                                98,843         51,759

          (Deficit) accumulated during the development stage      (108,565)       (62,525)
                                                                 ---------      ---------


               Total Stockholders' Equity (Deficit)                 (8,623)        (9,532)
                                                                 ---------      ---------


          TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)     $  11,895      $   5,468
                                                                 =========      =========












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

                                             9

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                e-PERCEPTION, INC.
                                  (formerly Corporate Development Centers, Inc.)
                                          (A DEVELOPMENT STAGE COMPANY)
                                             STATEMENTS OF OPERATIONS
                                                                                                       From Inception,
                                                                 Year ended         Year ended       August 29, 1995
                                                             December 31, 2001  December 31, 2000  to December 31, 2001
                                                             -----------------  -----------------  --------------------
<S>                                                          <C>                <C>                <C>
Rental Income                                                    $      --               --          $    17,061

Expenses

     Advertising                                                        --               --                1,657
     Amortization                                                       --               --                3,170
     Cleaning                                                           --               --                1,803
     Consulting                                                         --               --                3,605
     Depreciation                                                       --               --                2,477
     Fees                                                               --                350              1,433
     Insurance                                                          --               --                  414
     Office expense                                                      449             --                3,573
     Rent                                                              1,200            1,200             30,709
     Professional fees                                                39,391           10,989             58,133
     Telephone                                                          --               --                5,731
     Utilities                                                          --               --                1,200
                                                                 -----------      -----------        -----------

               Total Expenses                                         41,040           12,539            113,905

Other Income (Expense)

     Interest                                                         (5,000)            --               (5,000)
     Loss on sale of office furniture                                   --               --               (5,091)
                                                                 -----------      -----------        -----------

               Total Other Income (Expense)                           (5,000)            --              (10,091)
                                                                 -----------      -----------        -----------

Net (loss) before cumulative effect of change in
      accounting principle                                           (46,040)         (12,539)          (106,935)

Cumulative effect on prior years (to December 31, 1998)
      of expensing  unamortized organization costs - Note B             --               --               (1,630)

Net (loss) before income taxes                                       (46,040)         (12,539)          (108,565)

Provision for income taxes - Note E                                     --               --                 --
                                                                 -----------      -----------        -----------

Net (loss)                                                       $   (46,040)     $   (12,539)       $  (108,565)
                                                                 ===========      ===========        ===========

Net (loss) per common share                                      $     (0.04)     $     (0.01)       $     (0.09)
                                                                 ===========      ===========        ===========

Weighted average shares outstanding                                1,212,500        1,234,250          1,272,833
                                                                 ===========      ===========        ===========


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


                                                       10

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                    e-PERCEPTION, INC.
                                      (formerly Corporate Development Centers, Inc.)
                                              (A DEVELOPMENT STAGE COMPANY)
                                  STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT)


                                                                      Additional
                                         Common           Stock          Paid-in     Accumulated
                                         Shares          Amount          Capital      (Deficit)         Total
                                       ----------      ----------      ----------     ----------      ----------
<S>                                   <C>              <C>            <C>           <C>             <C>
Balance
 August 29, 1995                             --        $     --        $     --       $     --        $     --

Issuance of common
stock for cash @ .01 per share

on August 29, 1995                        800,000             800           7,200                          8,000

Issuance of common stock
for consulting services rendered
valued at $2,000 @ .01 per share
on August 29, 1995                        200,000             200           1,800                          2,000


Net (loss) for period                                                                     (1,920)         (1,920)
                                       ----------      ----------      ----------     ----------      ----------

Balance,
 December 31, 1995                      1,000,000           1,000           9,000         (1,920)          8,080

Issuance of common
stock for cash @ .08 per share
on March 26, 1996                         534,250             534          42,206                         42,740


(Less) offering costs                                                     (12,147)                       (12,147)


Net (loss) for period                                                                    (21,567)        (21,567)
                                       ----------      ----------      ----------     ----------      ----------

Balance,
 December 31, 1996                      1,534,250           1,534          39,059        (23,487)         17,106


Net (loss) for period                                                                    (15,228)        (15,228)
                                       ----------      ----------      ----------     ----------      ----------

Balance,
 December 31, 1997                      1,534,250           1,534          39,059        (38,715)          1,878

Issuance of common
stock for cash @ .05 per share
on November 11, 1998                      200,000             200           9,800                         10,000

Cancellation of common shares
on November 11, 1998                     (500,000)           (500)            500


Net (loss) for period                                                                     (6,736)         (6,736)
                                       ----------      ----------      ----------     ----------      ----------
Balance,
 December 31, 1998                      1,234,250           1,234          49,359        (45,451)          5,142


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

                                                           11
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                               e-PERCEPTION, INC.
                                 (formerly Corporate Development Centers, Inc.)
                                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT)


                                                                     Additional
                                       Common           Stock          Paid-in      Accumulated
                                       Shares          Amount          Capital       (Deficit)         Total
                                     ----------      ----------      ----------      ----------      ----------
<S>                                  <C>             <C>             <C>            <C>              <C>
Additional paid in capital
contributed by shareholder                                                1,200                           1,200


Net (loss) for period                                                                    (4,535)         (4,535)
                                     ----------      ----------      ----------      ----------      ----------

Balance,
 December 31, 1999                    1,234,250           1,234          50,559         (49,986)          1,807

Additional paid in capital
contributed by shareholder                                                1,200                           1,200


Net (loss) for period                                                                   (12,539)        (12,539)
                                     ----------      ----------      ----------      ----------      ----------

Balance,
 December 31, 2000                    1,234,250           1,234          51,759         (62,525)         (9,532)

Cancellation of common
shares for cash @ $.10 per share
on November 15, 2001                   (200,000)           (200)        (19,800)                        (20,000)

Issuance of common stock for
cash @ $1.00 per share
on November 29,2001                      65,750              66          65,684                          65,750

Additional paid in capital
contributed by shareholder                                                1,200                           1,200


Net (loss) for period                                                                   (46,040)        (46,040)
                                     ----------      ----------      ----------      ----------      ----------
Balance,
 December 31, 2001                    1,100,000      $    1,100      $   98,843      $ (108,565)     $   (8,623)
                                     ==========      ==========      ==========      ==========      ==========











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


                                                       12
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                e-PERCEPTION, INC.
                                  (formerly Corporate Development Centers, Inc.)
                                          (A DEVELOPMENT STAGE COMPANY)
                                             STATEMENTS OF CASH FLOWS

                                                                                              From Inception,
                                                         Year ended         Year ended        August 29, 1995
                                                     December 31, 2001   December 31, 2000  to December 31, 2001
                                                     -----------------   -----------------  --------------------
<S>                                                  <C>                 <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES


Net Loss                                              $      (46,040)     $      (12,539)     $     (108,565)
Non-cash items included in net loss
     Loss of sale of equipment                                  --                  --                 5,091
     Amortization                                               --                  --                 4,800
     Depreciation                                               --                  --                 2,477
     Rent                                                      1,200               1,200               3,600
     Decrease in stock subscription receivable                  --                  --                  --
     Increase in accounts payable                             20,518                --                20,518
                                                      --------------      --------------      --------------

     NET CASH FROM (USED) BY OPERATING ACTIVITIES            (24,322)            (11,339)            (72,079)


CASH FLOWS FROM INVESTING ACTIVITIES

     Organizational costs                                       --                  --                (2,800)
     Purchase of equipment                                      --                  --               (13,668)
     Proceeds from sale of equipment                            --                  --                 6,100
                                                      --------------      --------------      --------------

     NET CASH (USED) BY INVESTING ACTIVITIES                    --                  --               (10,368)


CASH FLOWS FROM FINANCING ACTIVITIES

     Proceeds from sale of common stock                       65,750                --               114,342
     Repurchase and cancellation of shares                   (20,000)            (20,000)
     Loan from shareholder                                     5,000              15,000              20,000
     Repayment of loan from shareholder                      (20,000)               --               (20,000)
                                                      --------------      --------------      --------------

     NET CASH FROM FINANCING ACTIVITIES                       30,750              15,000              94,342
                                                      --------------      --------------      --------------

     NET INCREASE IN CASH                                      6,428               3,661      $       11,895
                                                                                              ==============


CASH AT BEGINNING OF PERIOD                                    5,467               1,806                --
                                                      --------------      --------------      --------------

     CASH AT END OF PERIOD                            $       11,895      $        5,467      $       11,895
                                                      ==============      ==============      ==============







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

                                                       13

</TABLE>
<PAGE>


                               e-PERCEPTION, INC.
                 (formerly Corporate Development Centers, Inc.)
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS

NOTE A:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Organization and business activity -

         The Company was  incorporated  on August 29, 1995 under the laws of the
         state of Nevada.  The  business  purpose  of the  Company is to provide
         executive  office   facilities  and  services  and  provide   corporate
         registered agent service to Nevada corporations.

         The Company will adopt  accounting  policies and procedures  based upon
         the nature of future transactions.

         Cash and cash equivalents -

         The Company  considers  all  certificates  of deposit with  maturity of
         three months or less when purchased to be cash equivalents.

         Revenue recognition -

         The Company recognizes income from contracted  services rendered at the
         time the  contracted  services are  completed.  The Company  recognizes
         income from rents at the time of the rent is due.


NOTE B:  ORGANIZATION COSTS AND CHANGE IN ACCOUNTING PRINCIPLE

         Organization costs were originally capitalized and were being amortized
         over 60 months.  In January of 1999,  the  Company  adopted a change in
         accounting  principle and elected to charge the previously  unamortized
         amount of reorganization costs to operations in the current period. The
         effect of this change has been reflected as a separate line item in the
         statement of operations.

NOTE C:  OFFERING COSTS

         The  offering  costs which were  incurred by the Company in  connection
         with a public  stock  offering  were offset  against  the net  offering
         proceeds of the stock offering.

NOTE D:  PUBLIC STOCK OFFERING

         In March of 1996,  the Company  completed  the stock  offering and sold
         534,250  shares of its common  stock at $.08 per share and received net
         proceeds of $30,593 from that  offering.  The net proceeds will be used
         to  provide  executive  office  facilities  and  services  and  provide
         corporate registered agent service to Nevada corporations.

NOTE E:  INCOME TAXES

         No  provision  for  income  taxes has been  recorded  in the  financial
         statements  as the Company has incurred net  operating  losses from the
         date of  inception  through  the  current  year.  The  Company  has net
         operating losses totaling  $108,565 at December 31, 2001 and $65,525 at
         December 31, 2000 that may be used to offset future taxable income.

         The Company  provides  for income taxes based on the  liability  method
         which requires recognition of deferred tax assets and liabilities based
         on the differences  between financial reporting and tax bases of assets
         and  liabilities  measured  using  enacted  tax rates and laws that are
         expected to be in effect when the differences are expected to reverse.



                                       14
<PAGE>
                               e-PERCEPTION, INC.
                 (formerly Corporate Development Centers, Inc.)
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS

NOTE E:  INCOME TAXES (Continued)

         It is  uncertain  as to whether the Company will be able to utilize the
         net operating losses to offset future income.

         The Company has not  recognized  any deferred tax asset or liability in
         the financial statements.

NOTE F:  OFFICE EQUIPMENT AND DEPRECIATION

         Office  equipment is carried at cost.  Expenditures for the maintenance
         and repair are charged  against  operations.  Renewals and  betterments
         that materially extend the life of the asset are capitalized.

         Depreciation  of the equipment is provided for using the  straight-line
         method over the estimated  useful lives for both federal income tax and
         financial reporting.

         All of the office  equipment was sold and the existing  operations were
         discontinued  in 1997. The sale of the equipment  resulted in a loss of
         $5,091.

NOTE G:  RELATED PARTY TRANSACTIONS

         The Company  retained a shareholder to assist with the formation of the
         Company in August of 1995 and issued 200,000 shares of its common stock
         for these  services.  These  services were valued at $2,000 or $.01 per
         share.

         The  Company  paid  cash to a  shareholder  in the  amount of $2,500 in
         August of 1995 in connection  with the formation of the Company and the
         preparation and implementation of the business plan.

         The Company  has  maintained  an office at the office of a  shareholder
         during the 2001 fiscal year.  The fair market value of this office rent
         has been  reflected in the  statement of  operations at $100 per month.
         The  shareholder has agreed to contribute this amount to the Company as
         additional paid in capital.

         A  shareholder  loaned  $15,000  to the  Company in January of 2000 and
         $5,000 in January of 2001 in order to assist the Company  with  working
         capital needs.  This loan was repaid together with accrued  interest of
         $5,000 in November 2001.

NOTE H:  USE OF ESTIMATES

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

NOTE I:  CANCELLATION OF SHARES

         In  November  of  1998  in  order  to  have  a more  favorable  capital
         structure, certain  shareholders/officers  elected to cancel previously
         issued  shares  of  common  stock.  Of the  500,000  shares  that  were
         cancelled,   400,000   shares  were   previously   purchased  by  these
         shareholders/officers  at $.01 per share and 100,000 shares were issued
         to a  shareholder/officer  for services rendered and valued at $.01 per
         share.  In November of 2001 the Company  repurchased  200,000 shares of
         common  stock from an  officer/shareholder  of the Company for $.10 per
         share. The Company then cancelled these shares.

                                       15
<PAGE>

                               e-PERCEPTION, INC.
                 (formerly Corporate Development Centers, Inc.)
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS


NOTE J:  SUBSEQUENT EVENT

         On  November  20,  2001 the  Company  entered  into an  agreement  with
         e-Perception  Technologies,  Inc. whereby the Company would acquire all
         of the outstanding capital stock of e-Perception. e-Perception empowers
         companies   through  its   real-time,   web-hosting   application   and
         proprietary   software  to  take   specific   actions   with   employee
         satisfaction, customer relationship management and supply chain metrics
         which drive measurable,  economic value added  improvements  throughout
         the organization.

         On January 15, 2002 at a special shareholders meeting, the shareholders
         of the Company  voted to ratify the above  agreement  and to change the
         name of the Company to e-Perception, Inc.






                                       16
<PAGE>

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

         On  February  11,  2002,  the  Company  disengaged  Ted  Madsen  as its
independent accountant.  The accountant's report on the financial statements for
the last two (2) years did not  contain  any adverse  opinion or  disclaimer  of
opinion  and was not  modified  as to  uncertainty,  audit  scope or  accounting
principles.  The decision to change  accountants was recommended and approved by
the Board of Directors of the Company  following  the  completion  of the tender
offer of one hundred percent (100%) of the issued and outstanding  capital stock
of e-Perception  Technologies,  Inc. There were no disagreements with Mr. Madsen
on any  matter  of  accounting  principles  or  practices,  financial  statement
disclosure  or auditing  scope or procedure.  On February 11, 2002,  the Company
engaged Stonefield Josephson,  Inc. to serve as its independent accountant.  The
Company has not consulted  with  Stonefield  Josephson  prior to its  engagement
regarding the applications of accounting principles to a specified  transaction,
either  completed  or  contemplated  or the type of audit  opinion that might be
rendered on the  Company's  financial  statements.  The Company filed a Form 8-K
with the SEC on February 15, 2002 with respect to the change in accountants.


                                    PART III


Item 9. Directors, Executive Officers, Promoters and Control Persons

                 DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

         The following  table sets forth the names,  ages and positions with the
Company for each of the officers and directors of the Company as of December 31,
2001.

             Name                  Age            Position(s)
             ----                  ---            -----------

        Richard M. Bench            60         President and Director
        Don L. Osborn               69         Secretary/Treasurer and Director

         All  executive  officers and elected by the Board and hold office until
the annual meeting of the shareholders and until their successors are elected an
qualify.  Directors  serve for terms of one year and until their  successors are
duly elected.

         Richard M. Bench has served as the  President  and as a Director of the
Company since 1998.  Mr. Bench is a licensed  realtor and for the past six years
has been the  operations  and  marketing  manager  for El Ray Bench Real  Estate
Group.  Mr. Bench's recent business  experience has also included being director
of  marketing,  director of skier  services  and ski  instructor  for Canyon Ski
Resort,  located near Park City,  Utah. Mr. Bench has owned and operated several
small businesses and is the owner and manager of several residential properties.

         Don L. Osborn has served as the  Secretary/Treasurer  and as a Director
of the Company since 1999.  Mr.  Osborn  graduated  from the  University of Utah
located  in Salt  Lake  City,  Utah  in  1956  with a B.S.  degree  in  business
management.  For most of his  professional  career,  he sold life insurance from
which he retired in 1991. In June,  1996, he came out of retirement to work with
the Utah Business Alliance, Custom Fit Training Program through Dixie College in
St. George, Utah. In that capacity,  he teaches business classes and seminars on
management and leadership principals.


                                       17
<PAGE>



Section 16(a) Beneficial Ownership Reporting Compliance.

         Section  16(a) of the  Securities  Exchange  Act of 1934,  as  amended,
requires  directors,  executive  officers and persons who  beneficially own more
than 10% of our Common  Stock to file with the SEC initial  reports of ownership
and reports of changes in ownership of Common Stock and other equity securities.
Executive officers,  directors and greater than 10% shareholders are required by
SEC  regulations  to furnish us with copies of all Section  16(a)  reports  they
file. To our  knowledge,  based solely on a review of the copies of such reports
furnished to us for fiscal year 2001,  all  executive  officers,  directors  and
greater than 10%  shareholders  filed the required  Section  16(a)  reports in a
timely manner.

Item 10.      Executive Compensation

         The Company has no agreement or understanding, express or implied, with
any  officer,  director  or  principal  shareholder,   or  their  affiliates  or
associates,  regarding employment with the Company or compensation for services.
The Company has no plan,  agreement or understanding,  express or implied,  with
any  officer,  director,  or  principal  stockholder,  or  their  affiliates  or
associates,  regarding  the  issuance  to  such  persons  of any  shares  of the
Company's  authorized  and  unissued  common  stock.  There is no  understanding
between the Company and any of its present shareholders  regarding the sale of a
portion of all of the common stock currently held by them in connection with any
future  participation  by the Company in a business.  There are no other  plans,
understandings, or arrangements whereby any of the Company's officers, directors
or principal  stockholders,  or any of their  affiliates  or  associates,  would
receive  funds,   stock  or  other  assets  in  connection  with  the  Company's
participation  in a business.  No advances have been made or contemplated by the
Company to any of its officers,  directors, or principal stockholders, or any of
their affiliates or associates.

         There is no policy that  prevents  management  from  adopting a plan or
agreement in the future that would provide for cash or stock based  compensation
for  services  rendered  to the  Company.  Current  management  has  served  and
continues to serve without compensation in cash or otherwise because the Company
has no revenues. Management is willing to serve for purposes of protecting their
investments in the Company.





                                       18
<PAGE>



Item 11. Security Ownership of Certain Beneficial Owners and Management

         The  following  table  sets forth  certain  information  regarding  the
beneficial  ownership of the Company's capital stock, as of March 15, 2002 based
upon a total of 7,972,314 shares outstanding, (i) by each person who is known by
the Company to own  beneficially  more than 5% of the Company's  capital  stock,
(ii) by each of the executive  officers and by each of the Company's  directors,
and (iii) by all officers and directors as a group.

 -------------------------------------------------------------------------------
     Name and Address                       Amount and Nature of    Percent of
     Beneficial Owner(1)                   Beneficial Ownership(2)   Class(3)
 -------------------------------------------------------------------------------
 Avaintaquin Capital, LLC                         750,000              9.4%
 436 27th St.
 Manhattan Beach, CA 90266
 -------------------------------------------------------------------------------
 Lynn Turnbow(4)                                  435,364              5.5%
 7131 Chris Lane
 Salt Lake City, UT 84121
 -------------------------------------------------------------------------------
 Danks Family Trust                               866,666             10.9%
 5 Marble Sands
 Newport Beach, CA 92660
 -------------------------------------------------------------------------------
 Michael Vanderhoof                               741,666              9.3%
 6512 North State Road 32
 Peoa, UT 84061
 -------------------------------------------------------------------------------
 William Richardson(5)                            201,250              2.5%
 27555 Ynez Road, Suite 203
 Temecula, CA 92591
 -------------------------------------------------------------------------------
 Patricia Harris(6)                                15,000               *
 27555 Ynez Road, Suite 203
 Temecula, CA 92591
 -------------------------------------------------------------------------------
 David Belcher(7)                                 237,500              2.9%
 27555 Ynez Road, Suite 203
 Temecula, CA 92591
 -------------------------------------------------------------------------------
 Ray Gerrity                                       50,000                *
 523 Dahlia Ave.
 Corona del Mar, CA 92625
 -------------------------------------------------------------------------------
 Robert Miller                                     87,500              1.1%
 499 Park Ave, 20th Flr.
 New York City, NY 10022
 -------------------------------------------------------------------------------
 Shelly Singhal                                         0                 *
 23 Corporate Plaza
 Newport Beach, CA 92660
 -------------------------------------------------------------------------------
 All directors and officers as a group            591,250              6.9%
 (7 persons)(8)
 -------------------------------------------------------------------------------

* Represents less than 1% of the Company's outstanding capital stock.

(1)      Except as  otherwise  indicated,  the persons  named in this table have
         sole voting and  investment  power with respect to all shares of common
         stock  shown  as  beneficially  owned  by them,  subject  to  community
         property laws where applicable and to the information  contained in the
         footnotes to this table.


                                       19
<PAGE>



(2)      Under the rules of the Securities and Exchange Commission,  a person is
         deemed to be the  beneficial  owner of shares  than can be  acquired by
         such person within 60 days upon the exercise of options.
(3)      Calculated on the basis of 7,972,314 shares of common stock outstanding
         as of March 15, 2002,  provided  that any  additional  shares of common
         stock that a stockholder  has the right to acquire within 60 days after
         March  15,  2002  are  deemed  to be  outstanding  for the  purpose  of
         calculating that shareholder's percentage beneficial ownership.
(4)      Includes 35,000 shares held by Lynn Turnbow IRA.
(5)      Includes  201,250 shares  issuable upon exercise of options held by Mr.
         Richardson  that are  exercisable  within the 60-day  period  following
         March 15, 2002.
(6)      Includes  10,000  shares  issuable upon exercise of options held by Ms.
         Harris that are  exercisable  within the 60-day period  following March
         15, 2002.
(7)      Includes  118,750 shares  issuable upon exercise of options held by Mr.
         Belcher that are exercisable  within the 60-day period  following March
         15, 2002.
(8)      Includes  330,000 shares  issuable upon exercise of options held by Mr.
         Richardson,  Ms. Harris and Mr. Belcher that are exercisable within the
         60-day period following March 15, 2002.




                                       20
<PAGE>


Item 12.   Certain Relationships and Related Transactions.

         None of the following  parities within the last fiscal year has had any
material interest, direct or indirect, in any transaction with the Company or in
any presently proposed  transaction that, in either case, has or will materially
affect the Company:

         o        Director or officer of the Company;
         o        Proposed nominee for election as a director of the Company;
         o        Person who beneficially owns,  directly or indirectly,  shares
                  carrying  more than 10% of the voting  rights  attached to all
                  outstanding shares of the Company;
         o        Promoter of the Company; and
         o        Relative or spouse of any of the foregoing persons.

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

               Exhibit #       Description
               ---------       -----------

                  3.1*         Articles of Incorporation
                  3.2*         By-Laws
                 23.1          Consent of Auditor




               *  Previously  filed as an exhibit to the Company's Form 10-SB on
                  October 1, 1999.



Reports on Form 8-K.

         None.



                                       21
<PAGE>




         In accordance with section 13 or 15(d) with the Securities Exchange Act
of 1934,  the  Company has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, on the 11th day of April, 2002.

                                   e-PERCEPTION, INC.

                                   By:    /s/ William E. Richardson
                                       -----------------------------------------
                                   William E. Richardson
                                   Chief Executive Officer
                                   and Director (Principal Executive Officer and
                                   Principal Financial Officer)

         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the Company and in the  capacities and on
the dates indicated.
<TABLE>
<CAPTION>

         Signature                              Title                              Date
         ---------                              -----                              ----
<S>                                      <C>                                   <C>

/s/ William E. Richardson
----------------------------------
William E. Richardson                    Chief Executive Officer               April 11, 2002
                                         and Director
                                         (Principal Executive Officer
                                         and Principal Financial Officer)


/s/ David Belcher                        Chief Technology Officer              April 11, 2002
----------------------------------
David Belcher



/s/ Patricia Harris                      Secretary                             April 11, 2002
----------------------------------
Patricia Harris



/s/ Ray Gerrity                          Director                              April 11, 2002
----------------------------------
Ray Gerrity



/s/ Robert Miller                        Director                              April 11, 2002
----------------------------------
Robert Miller



/s/ Shelly Singhal                       Director                              April 11, 2002
----------------------------------
Shelly Singhal



</TABLE>



                                       22