UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
                                   FORM 10-KSB

(Mark One)

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

     For the fiscal year ended September 30, 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 000-28303

                               INVESTAMERICA, INC.
                               -------------------
                 (Name of small business issuer in its charter)

             NEVADA                                                87-0400797
-------------------------------                  ----------------------------
(State or other jurisdiction of                                       (I.R.S.
incorporation or organization)                   Employer Identification No.)

              2078 Prospector Avenue, Park City, Utah             84060
              ---------------------------------------           ---------
             (Address of principal executive offices)           (Zip Code)

Former Name:  N/A

Issuer's telephone number  (435) 655-0786
                           --------------

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

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

                         COMMON STOCK, PAR VALUE $0.001
                         ------------------------------
                                (Title of class)

<PAGE>

     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.
     [X]  Yes     [ ]  No

     Check  if  there  is no disclosure of delinquent filers in response to Item
405  of Regulation S-B 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. [ ]

     State  issuer's  revenues  for  its  most  recent fiscal year.   $509,152.

     State the aggregate market value of the voting and non-voting common equity
held  by  non-affiliates  computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of
a  specified  date  within the past 60 days (see definition of affiliate in Rule
12b-2  of  the  Exchange  Act.)

47,887,543 Common Stock @ $0.08(1) = $3,831,003.40
--------------------------------------------------
(1)  The closing bid price on December  31,  2001

Note:  If  determining  whether  a  person  is  an  affiliate  will  involve  an
unreasonable  effort  and expense, the issuer may calculate the aggregate market
value  of  the  common  equity held by non-affiliates on the basis of reasonable
assumptions,  if  the  assumptions  are  stated.

     (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

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

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

     State  the  number of shares outstanding of each of the issuer's classes of
common  equity,  as  of  the  latest  practicable  date.

47,887,543 Common Stock, with a par value of $.001  outstanding as  of  December
31, 2001

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

Documents  Incorporated  by  Reference:  See  List  of  Exhibits


<PAGE>



















                               INVESTAMERICA, INC.
                          ANNUAL REPORT ON FORM 10-KSB
                                TABLE OF CONTENTS

                                                                          PAGE
                                                                          ----

PART  I                                                                      3

ITEM  1.   DESCRIPTION OF BUSINESS                                           3
ITEM  2.   DESCRIPTION OF PROPERTY                                          22
ITEM  3.   LEGAL PROCEEDINGS.                                               22
ITEM  4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS              25

PART  II                                                                    25

ITEM  5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS         25
ITEM  6.   MANAGEMENT'S PLAN OF OPERATION.                                  26
ITEM  7.   FINANCIAL STATEMENTS                                             37
ITEM  8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURE                              38

PART  III                                                                   38

ITEM  9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
           PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT .     38
ITEM  10.  EXECUTIVE COMPENSATION                                           41
ITEM  11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS                  46
ITEM  12.  CERTAIN  RELATIONSHIPS AND RELATED TRANSACTIONS                  48
ITEM  13.  EXHIBITS, LIST AND REPORTS ON FORM 8-K                           49

SIGNATURES                                                                  50

                                    2
<PAGE>


PART I

ITEM  1.     DESCRIPTION OF BUSINESS

     Certain  statements  included  or  incorporated by reference in this annual
report constitute "forward-looking statements" within the meaning of Section 27A
of  the  Securities Act of 1933, as amended (the "1933 Act"), and Section 21E of
the  Securities Exchange Act of 1934, as amended, including, without limitation,
statements   containing   the   words   "anticipates,"  "believes,"   "intends,"
"estimates,"   "expects,"   "projects"   and   words  of  similar  import.  Such
forward-looking  statements  involve  known and unknown risks, uncertainties and
other  factors that may cause our actual results, performance or achievements or
industry results to be materially different from any future results, performance
or  achievements  expressed or implied by such forward-looking statements.  Such
factors  include,  among  others,  the  following: general economic and business
conditions,  both  nationally  and  in  the  markets in which we operate or will
operate;  demographic change; existing government regulations and changes in, or
the failure to comply with, government regulations; competition; the loss of any
significant  number  of  customers;  changes in business strategy or development
plans;  technological  developments; the ability to attract and retain qualified
personnel;  our  ability to access markets, design effective fiber optic routes,
contract  for  cable,  facilities  and  equipment,  all  in  a timely manner, at
reasonable  costs  and  on  satisfactory terms and conditions; and other factors
referenced  in  this  annual  report.  Certain of these factors are discussed in
more detail elsewhere in this annual report including, without limitation, under
Item 1, "Description of Business", and Item 6, "Management's Plan of Operation".
Although  we  believe  that  the  expectations  reflected in the forward-looking
statements  are  reasonable,  we  cannot  guarantee  future  results,  levels of
activity,  performance or achievements.  Neither we nor any other person assumes
responsibility  for  the  accuracy  and  completeness  of  these  statements. We
disclaim  any  obligation  to  update  any such factors or publicly announce the
result  of  any  revisions  to  any  of the forward-looking statements contained
herein  to  reflect  future  events  or  developments.

     Our  financial statements are stated in United States Dollars (US$) and are
prepared  in   accordance  with  United  States  Generally  Accepted  Accounting
Principles.  In  this  annual  report,  unless  otherwise  specified, all dollar
amounts  are expressed in United States dollars.  All references to "CDN$" refer
to  Canadian  dollars  and  all  "common  shares"  refer to common shares in our
capital  stock.

Business  Development,  Organization  and  Acquisition  Activities

We were incorporated in  Utah  on  October 20,  1983, under the name "Technology
Research,  Inc.".  On  December  18,  1986, we changed our corporate domicile to
Nevada by merging with a Nevada corporation created solely for that purpose.  At
the  same time, we changed our corporate name to "Balboa Investments, Inc.".  On
December  29,  1992,  we  changed  our corporate name to "Progressive Polymerics
International, Inc." and acquired all of the issued and outstanding common stock
of  Progressive  Polymerics,  Inc.  On  April  17, 1997, we acquired 100% of the
issued and outstanding capital stock of InvestAmerica, Inc.  On May 14, 1997, we
merged   InvestAmerica,  Inc.  (which  was  our  wholly-owned  subsidiary)  into
Progressive  Polymerics International, Inc. and changed the name of the survivor
corporation  to  InvestAmerica,  Inc.

                                    3
<PAGE>

Optica Communications  International Inc.,  our  wholly  owned  subsidiary, is a
private  corporation  that  was  incorporated  on  April 27, 1998 under the name
"Oakbay  Trading  Limited"  in  the Territory of the British Virgin Islands as a
British Virgin Islands International Business Company.  It changed its name from
"Oakbay Trading Limited" to "Optica Communications International Inc." on  March
9,  2000.  Optica  Communications  International,  Inc.  has  two  wholly  owned
subsidiaries, Optica Communications Inc., a company incorporated in the Province
of  British  Columbia, Canada, on September 21, 1999, and Optica Communications,
Inc., a company incorporated in  the State  of  Nevada  on  November  24,  1999.
Optica Communications International Inc. and its subsidiaries, both of which are
private  corporations,  are  collectively  referred  to in this annual report as
"Optica".

     Zed  Data  Systems Corp., our subsidiary, is a private corporation that was
incorporated in the Province of British Columbia, Canada, on July 29, 1980 under
the name "Zed Data Leasing Corp.".  On November 24, 1988, Zed Data Leasing Corp.
amalgamated  with  Tokamak  Leasing  Corp.  and changed the name of the survivor
corporation  to  its  present name, Zed Data Systems Corp. ("Zed").  Zed has one
wholly  owned  subsidiary,  Tokamak  Leasing  Corp.

     From  the date of our incorporation through the date we acquired our Optica
subsidiary, we were a development stage company without any principal activities
or  active  operations.  When  we  acquired  Optica,  we  became involved with a
start-up  group  of  companies  which  intend  to provide optical wavelength and
multimedia    bandwidth   services,    including  internet,   voice   and   data
communications, video  and  streaming  media.  When  we  acquired Zed, we become
involved  in  the  business of providing data communications and network systems
solutions,  including  network design, installation, commissioning, security and
maintenance.  These  businesses are described more particularly in the following
paragraphs.

The  Optical  Wavelength and Multimedia Bandwidth Services Business

     Fiber  optics  technology  uses  beams  of  light  to  transport streams of
information  (voice  and data) through thin filaments of glass from one location
to another location.  A fiber optic cable consists of a bundle of glass threads,
each of which is capable of transmitting messages modulated onto light waves.  A
"lit" fiber  optic  network  consists of fiber optic cable,  hardware (primarily
Dense  Wave Division  Multiplexing (DWDM)  equipment and  feeder multiplexors to
aggregate common telco circuits. "Dark"  fiber is  cable  that has been equipped
with minimal  network  hardware  and carries no telecommunications traffic.

     The transmission capability of a fiber optic network is measured by optical
carrier  levels  or  the  amount  of  voice  conversations  that the network can
transmit  at  the same time over the same cable.  For example, fiber optic cable
is  capable  of carrying approximately 130,000 simultaneous voice conversations.

     Optica plans to purchase a national network of dark fiber and light it at a
total  cost of  approximately  $500,000 once a  recovery  of the economy and the
telecommunications industry are well underway.  In the meantime, Optica has made
arrangements to resell the  excess capacity  of  other fiber network  providers.


                                    4
<PAGE>

Principal Products

     Optica's  principal  products  will  consist of  various  telecommunication
voice and data services as well as equipment used by our customers  to  complete
the  'last mile'  connection, all  of which will be  sold  primarily  to  other
carriers  of  telecommunication  services.   The   principal  bandwidth products
will include national and regional carrier  networks  and  optical  indefeasible
rights of use ("IRU"s),


Market Opportunity

     Our  fiber  optic  network  will  be designed to provide our customers with
secure,  independent transmission facilities and sufficient capacity on a local,
regional, national or international basis to accommodate their increasing demand
and  plans  for  expansion.  We  anticipate  that  growth  in the high-bandwidth
telecommunications  industry  will re-establish itself once the general  economy
recovers from the current recession due  to a number of factors, which include:

-     Innovations  and  advances  in  transmission  technology.    Technological
innovations  continue to increase the capacity and speed of advanced fiber optic
networks while decreasing the cost of transmission allowing for continued growth
in  Internet usage and increases in the number of network users.  This increased
capacity  and  speed  has  resulted  in  the  development of bandwidth-intensive
applications.  Improvements in "last mile" technology, such as DSL, cable modems
and  fixed wireless access are contributing to the significant  increase  in the
number of subscribers using  such applications.  In addition,  the   anticipated
proliferation  of  wireless  Internet  and  data technologies  and  devices such
as  3G  broadband  technology are also expected to contribute  to  increases  in
demand for bandwidth.

-     Increasing  demand  for high-bandwidth applications, largely driven by the
increase  in  Internet  traffic.  There  has  been  and  will  continue  to be a
significant  growth  in demand for Internet, local loop data, video services and
long  distance.  The  increase  in  computer  power  and  usage,  as well as the
continued  demand  for and development of faster Internet connection speeds, are
driving  significant  increases  in  communications  use  for  Internet and data
services.

-     Deregulation  of  the telecommunications industry, which has resulted in a
proliferation  of  service providers.  The telecommunications industry continues
to  experience  liberalization  on  a global basis.  Our high-bandwidth platform
will allow  new  entrants  to  compete  in  this  market  and  existing  service
providers  to  expand  into  new  markets.

Optica's Customers

     We  intend to focus on providing our services to telecommunications service
providers, internet service providers, application service providers and storage
service.  Typical  targeted  customers  include a broad range of companies, such
as:
-     long distance companies;


                                    5
<PAGE>


-     incumbent  local exchange carriers ("ILECs") who offer primarily dial tone
and  other  telecommunication  services,  and  include  all of the regional Bell
operating  companies  such  as  South  West  Bell,  Pacific  Bell  and  NYNEX;

-     competitive  local  exchange carriers ("CLECs") who offer alternative dial
tone  and  other  services  using the incumbent carriers' facilities and provide
highly  competitive  plain  old  telephone  service;

-     multi-service operators;

-     local multipoint distribution service providers;

-     data  oriented  local  exchange   carriers  ("DLECs")  who  specialize  in
providing  data  oriented  services;

-     internet  service  providers ("ISPs")who specialize in connecting users to
the  internet;  and

-     inter-exchange  carriers  ("IXCs")  who  offer  long distance services and
companies  like  AT&T,  MCI  Worldcom  and  Sprint.

     Customers  typically  buy  or  lease  fiber  optic capacity with which they
develop  their  own  communications  networks  or  satisfy  a need for redundant
capacity.  The  network  provides  such customers with a low-cost alternative to
building  their  own  infrastructure  or  purchasing   metered   services   from
communications carriers.  Our customers can buy or lease fiber optic capacity on
a  segmented  basis  or  along  our  entire  network.

Suppliers

     The principal components of our network are fiber optic cable and hardware.
Fiber  optic cable suppliers generally require three to six months lead time for
large  orders.  Although  we  have  identified  several suppliers of fiber optic
cable  and  hardware,  we  have  not entered into any binding agreements for the
supply  of  such  materials.

Competition

     The telecommunications industry is highly competitive.  It is going through
a  period  of rapid technological evolution marked by increasing fiber, wireless
and  satellite  transmission  capacity, new technologies and the introduction of
new  products  and  services.  Recent  technological advances enable substantial
increases  in  the  transmission  capacity  of both new and existing fiber optic
cable  and  networks.  Optica's network will be built with the  latest grade  of
fiber  optic  cable  and  the latest and  most stable switching and transmission
technology.  As  a new  operator,  Optica's ability  to   implement  the  latest
technologies  should  give it an  advantage over many of its  competitors,  even
those  that deployed their fiber optic networks as little as one year ago.



                                    6
<PAGE>



     The  network will utilize state-of-the-art technologies based on dense wave
division   multiplexing  optics  and  packet-switched  routing.   This  approach
greatly  reduces  the complexity and number of component systems that previously
were required to deliver voice and data services over fiber optic cable.   Dense
wave  division multiplexing allows for  increased network  capacity through  the
transmission  of multiple waves of light over a single fiber optic strand.

     There  are  currently  several  communications  companies  with fiber optic
networks  and  colocation facilities in North America, Europe, South America and
Asia.  In North America, these include companies such as Level 3 Communications,
Inc.,  Qwest  and  Williams  Communications  Group, IncIn Europe, these  include
companies  such as MCI WorldCom, Global Crossing Ltd., Global TeleSystems Europe
B.V.,  Viatel  Inc.,  KPNQwest  N.V.,  Colt  Telecom  Group plc, Energis plc and
Carrier  1  International S.A.  In South America, these companies include IMPSAT
Corporation  and  Telemar.

     Once Optica has completed its planned acquisition of  the network, it  will
both compete with and sell to the four principal facilities-based long  distance
fiber  optic  networks  (AT&T,  Sprint,  Qwest  and MCI WorldCom).  In addition,
it will compete with Global  Crossing,  GTE,  Broadwing,  Level 3 Communications
and  Williams  Communications,  each  of  which may have a fiber network similar
in potential operating capability to Optica's proposed network.

     We believe that other companies are planning networks that, if constructed,
could employ advanced technology similar to the technology that we intend to use
on  our  network.  These competitors, as well as traditional carriers, including
AT&T,  MCI  WorldCom  and  Sprint,  may  compete directly with us for customers.

Regulation

     We  are  part of an industry that is highly regulated by federal, state and
local  governments  whose  actions are often subject to regulatory, judicial, or
legislative  modification.  In  addition,  to  the  extent  that  any  bandwidth
capacity  and   lit   fiber  offerings   are  treated   as   private   carriage,
telecommunications  services  or competitive local exchange carrier offerings in
the  United States, additional federal and state regulation would apply to those
offerings.  Accordingly,  there can be no assurance that regulations, current or
future,  will  not  have  a  material  adverse  effect  on  us.

Federal

     U.S.  Federal regulation has a significant impact on the telecommunications
industry.  Federal  regulations  have  undergone  major changes in the last four
years  as the result of the enactment of the Telecommunications Act of 1996 (the
"1996  Act") on February 8, 1996.  The 1996 Act is the most comprehensive reform
of  the  U.S. telecommunications law since the Communications Act was enacted in
1934.  For  example, the 1996 Act imposes a number of interconnection and access
requirements  on  telecommunications carriers and on all local exchange carriers
("LECs"),  including  ILECs  and  CLECs.  The  different ways we intend to offer
fiber   optic  supported  services  could  trigger  four  alternative  types  of
regulatory  requirements:  (1)  private carrier services, (2) telecommunications



                                    7
<PAGE>

services  or common carriage and (3) CLEC offerings.  The law establishing these
alternative  regulatory  requirements  is  often unclear, so it is impossible to
predict in many instances how the Federal Communications Commission ("FCC") will
classify  our  services.  Regulations  associated with each type of offering are
described  below.

Private  Carrier  Services

     If  some  of  our  offerings  are treated as a communications service, they
could  be  viewed  as  a  private  carrier  offering.  Private carrier offerings
typically  entail  the  offering  of  telecommunications,  but are provided to a
limited  class  of  users  on  the  basis  of  individually negotiated terms and
conditions that do not meet the definition of a telecommunications service under
the  1996  Act.  If  our  services  are  treated  as  private carriage, they are
generally  unregulated  by  the  FCC,  but would be subject to universal service
payments  based on the gross revenues from end users.  Private carriers may also
be  subject  to  access  charges  if  interconnected  to  LECs.

Telecommunications  Services

     Some  of  our services, such as the provision of bandwidth capacity and lit
fiber,  may be treated as telecommunications services by the FCC. If some of our
services  are  treated  as  telecommunications  services a significant number of
federal  regulatory  requirements  will  be  applicable  to  those  services.

     The law essentially defines telecommunications carriers to include entities
offering  telecommunications  services  for  a  fee directly to the public or to
classes  of  users  so  as  to  be effectively available directly to the public,
regardless  of  the  facilities  used.  "Telecommunications"  is  defined as the
transmission,  between  or among points specified by the user, of information of
the user's choosing, without change in the form or content of the information as
sent  and  received.  For the reasons stated above, we believe that we are not a
telecommunications carrier.  The FCC has ruled that the term "telecommunications
carrier"  is  the  same  as  the  definition of common carrier and, therefore, a
company  providing fiber facilities on an individualized and selective basis, as
we  propose,  is  probably



not  a  telecommunications carrier.  A decision to this effect has been appealed
to  federal  court.  A  decision on this appeal reversing or remanding the FCC's
conclusion  could require that our services be treated as common carriage.  Some
railroad,   power  and   telecommunications  associations--none  of   which  are
affiliated  with  us-have  petitioned  the  FCC  to  clarify the status of fiber
providers  in  this  regard.  The  FCC's  pending court remand, described above,
might  also  address  the  application  of these requirements to us.  If the FCC
decides  that  these  companies  are  telecommunications  carriers,  we would be
subject  to  some   regulatory   requirements   which  may  impose   substantial
administrative  and  other  burdens  on  us.



                                    8
<PAGE>




     If  the  FCC finds some of our services to be a telecommunications service,
we  may  be  regulated  as  a  non-dominant  common  carrier.  The  FCC  imposes
regulations  on  common  carriers  such as the regional bell operating companies
("RBOCs")  that have some degree of market power ("dominant carriers").  The FCC
imposes  less  regulation on common carriers without market power ("non-dominant
carriers").  Under  the  FCC's  rules, we would be a non-dominant carrier and as
such do not need authorization to provide domestic services and can file tariffs
on  one   day's  notice.   The  FCC  requires  common  carriers  to  obtain   an
authorization  to  construct  and  operate  telecommunication  facilities and to
provide  or  resell  telecommunications  services  between the United States and
international  points.

General Obligations of All Telecommunications Carriers.

     To  the  extent that any of our offerings are treated as telecommunications
services,  we would be subject to a number of general regulations at the federal
level  that  apply  to all telecommunications carriers, including the obligation
not  to  charge  unreasonable  rates  or  engage  in unreasonable practices, the
obligation  to  not unreasonably discriminate in our service offerings, the need
to tariff our services, the potential obligation to allow resale of our services
in  certain  circumstances  and  the fact that third parties may file complaints
against  us  at  the FCC for violations of the Communications Act of 1934 or the
FCC's  regulations.  Certain  statistical reporting requirements may also apply.
In  addition,  FCC  rules require that telecommunications carriers contribute to
universal service support mechanisms, the Telecommunications Relay Service Fund,
the  number  portability  fund  and the North American Number Plan Administrator
Fund.

Interconnection Obligations of All Telecommunications Carriers

     All telecommunications carriers have the basic duty to interconnect, either
directly  or  indirectly,  with  the  facilities  of  other   telecommunications
carriers.  This  is  the  minimum  level  of  interconnection  required  and  is
generally  viewed  to  impose  only  minimal  requirements  as compared with the
interconnection  obligations  imposed  on  ILECs and CLECs described in the next
section.  All  telecommunications  carriers  must  also  ensure that they do not
install  network  features,  functions  or  capabilities that do not comply with
guidelines  and  standards  established  by the FCC to implement requirements to
ensure  accessibility  for  individuals  with  disabilities  and  to regulations
designed  to  promote  interconnectivity of networks. These regulations could be
burdensome  or  expensive  and  could  adversely  affect  us.  The  FCC  adopted
regulations  recently  that  clarify  these  statutory  requirements.










                                    9
<PAGE>


Tariffs and Pricing Requirements.

     In  October  1996,  the  FCC  adopted  an  order in which it eliminated the
requirements  that  non-dominant  interstate  interexchange  carriers   maintain
tariffs  on  file  with the FCC for domestic interstate services. The order does
not  apply  to  the  switched  and special access services of the RBOCs or other
LECs.  The  FCC order was issued pursuant to authority granted to the FCC in the
1996  Act  to "forbear" from regulating any telecommunications services provider
under   particular   circumstances.   After  a  nine-month  transition   period,
relationships  between  interstate  carriers and their customers would be set by
contract. At that point, long distance companies would be prohibited from filing
tariffs  with the FCC for interstate, domestic, interexchange services. Carriers
have  the  option  to  immediately  cease  filing tariffs. Several parties filed
notices for reconsideration of the FCC order and other parties have appealed the
decision.  The  United  States  Court  of  Appeals  for the District of Columbia
Circuit  has  recently upheld that decision, but further appeals challenging the
FCC's  order  may  be  filed.  A  requirement  to  file  tariffs  could  lead to
regulation  of our offerings at the federal level, although the FCC's regulation
of  non-dominant  carriers'  tariff filings has been minimal as of May 31, 2000.
Competitive  access  providers  do  not  have to file tariffs for their exchange
access services, but may if they choose to do so.



     As  a  result  of  the FCC order, telecommunications carriers are no longer
able  to  rely  on  the  filing  of tariffs with the FCC as a means of providing
notice  to  customers  of prices, terms and conditions on which they offer their
interstate  services. The FCC has required that by January 31, 2001 non-dominant
IXCs  post  their rates, terms and conditions for all their interstate, domestic
services on their Internet web sites if they have one. The obligation to provide
non-discriminatory,  just  and  reasonable  prices  remains  unchanged under the
Communications  Act  of  1934.  Tariffs  also  allowed  a  carrier  to limit its
liability  to its customers, with service interruptions. With the elimination of
tariffs,  we  may become subject to liability risks that we would have been able
to  limit  through  tariff filings, and there can be no assurance that potential
liabilities will not have a material adverse effect on our results of operations
and  financial  condition.  In  addition, we must obtain prior FCC authorization
for  installation  and  operation  of international facilities and the provision
(including  resale)  of  international  long  distance  services.

     With  limited exceptions, the current policy of the FCC for most interstate
access  services dictates that ILECs charge all customers the same price for the
same  service.  Thus,  the ILECs generally cannot lower prices to some customers
without  also  lowering  charges  for the same service to all similarly situated
customers  in the same geographic area, including those whose telecommunications
requirements  would  not  justify the use of the lower prices.  The FCC in 1999,
however,  modified  this constraint on the ILECs when they face specified levels
of  competition,  which  permits  them  to  offer  special rate packages to some
customers,  as  it  has  done in few cases, and other forms of rate flexibility.
The rules contemplate an increasing level of flexibility on a city-by-city basis
as  competitors  have facilities in place to compete for local exchange services
in those markets. Once such facilities attain 50% coverage the rules contemplate
only  minimal  regulation  of  carrier  access  offerings.

                                    10
<PAGE>


Customer Proprietary Network Information

     In  February  1998,  the  FCC adopted rules implementing Section 222 of the
Communications  Act  of  1934,  which  governs  the  use of customer proprietary
network   information  by  telecommunications  carriers.   Customer  proprietary
network  information generally includes any information regarding a subscriber's
use of a telecommunications service, where it is obtained by a carrier solely by
virtue  of  the  carrier-  customer  relationship.  Customer proprietary network
information  does not include a subscriber's name, telephone number and address,
if  that  information  is published or accepted for publication in any directory
format.  Under  the FCC's rules, a carrier may only use a customer's proprietary
network  information to market a service that is "necessary to, or used in," the
provision of a service that the carrier already provides to the customer, unless
it receives the customer's prior oral or written consent to use that information
to  market  other services.  The Court of Appeals for the Tenth Circuit recently
invalidated  the  FCC's rules with respect to how a carrier must obtain customer
authorization  for the use of customer proprietary network information.  The FCC
is  expected  to  further  challenge  this  court decision. In addition, the FCC
recently relaxed a number of the requirements it originally adopted, which gives
some  flexibility  to  carriers  on how to comply with these rules. These rules,
either  as  adopted or as modified, may impede our ability to effectively market
integrated  packages  of  services  and to expand existing customers' use of our
services.

Universal Service

     On  May  8,  1997,  the  FCC released an order establishing a significantly
expanded  federal  universal  service  subsidy  regime.  For  example,  the  FCC
established   new  subsidies  for  telecommunications  and  certain  information
services  provided to qualifying schools and libraries and for services provided
to  rural  health  care providers.  The FCC also expanded or revised the federal
subsidies for local exchange telephony services provided to low-income consumers
and  consumers  in  high-cost areas.  Providers of interstate telecommunications
services,  as  well as certain other entities, such as private carriers offering
excess capacity to end user customers, must pay for these programs. Our share of
these federal subsidy funds would be calculated based on end-user revenues.  The
schools  and  libraries  and  rural  health care support mechanisms are assessed
against  interstate, international and intrastate end-user revenues.  Currently,
the  FCC  is  calculating assessments based on the prior year's revenues and has
recently  increased  the  size  of the schools and libraries fund by 50 percent.
Since  we  do  not  currently  have  any revenues, we are unable to quantify the
amount  of  subsidy  payments that we may be required to make or the effect that
these  required  payments  will have on our financial condition.  In the May 8th
order,  the  FCC  also  announced that it would revise its rules for subsidizing
service  provided to consumers in high-cost areas.  The FCC has recently adopted
the cost model which it will use to determine the subsidies needed for high-cost
areas.  The  FCC  also  established  the  mechanism effective January 1, 2000 to
determine  the  level of high cost support non-rural carriers will receive. This
decision is expected to increase the fund by only a modest amount.  In addition,
the Court of Appeals for the Fifth

                                    11
<PAGE>



Circuit  recently  affirmed  the  FCC's universal service program in large part,
except that contributions must be based entirely on interstate and international
services  of  interstate  carriers  (except for carriers providing predominately
international  services).  This decision could substantially affect the level of
contributions depending on the jurisdictional nature of the services provided by
a carrier.  Several petitions for administrative reconsideration of the original
FCC  order  are  pending.

Competitive Local Exchange Carriers Offerings

     It  is  unclear  whether  we  would be viewed as a CLEC with respect to the
provision  of some of our services. A CLEC is defined as a provider of telephone
exchange service, which is an interconnected service of the character ordinarily
furnished  by  a  single  exchange,  covered  by  the  local exchange charge, or
comparable  service  provided   through  a  system  of  switches,   transmission
equipment,  or  other  facilities, or combination thereof, by which a subscriber
can  originate  and terminate a telecommunications service.  The full parameters
of  what  carriers are classified as a CLEC have never been fully defined by the
FCC.  We  do not intend to operate as a CLEC. However, the FCC may disagree with
this  position.  If  we are classified as a CLEC, we would be required to comply
with  the  regulatory  obligations  that  are  applicable  to  CLECs.

State

     The  1996 Act prohibits state and local governments from enforcing any law,
rule  or  legal  requirement that prohibits or has the effect of prohibiting any
entity  from  providing any interstate or intrastate telecommunications service.
In  addition,  under current FCC policies, any dedicated transmission service or
facility  that  is  used  more  than  10%  of the time for interstate or foreign
communication  is  generally  subject  to  FCC  jurisdiction  rather  than state
regulation.

     Despite these prohibitions and limitations, telecommunications services are
subject  to  various  state  regulations.  Among  other  things, the states may:

-     require  the  certification  of  telecommunication  service  provider;

-     regulate the rates of intrastate offerings and the terms and conditions of
both  intrastate  and  certain  interstate  service  offerings;  and

-     adopt  regulations  necessary  to  preserve  universal service, ensure the
continued  quality of communications services, safeguard the rights of consumers
and  protect  public  safety  and  welfare.  Accordingly,  state  involvement in
telecommunications  services  may  be  substantial.

In addition, state law may not recognize "private carriage" and, therefore, even
if  certain  of  our  offerings are treated as "private carriage" at the federal
level, they may be regulated as telecommunications or common carrier services at
the  state  level.




                                    12
<PAGE>


     Intrastate  telecommunications services (including local exchange services)
are  regulated  primarily  by the state public utility commissions.  Optica must
obtain  and  maintain  certificates  of authority from regulatory bodies in most
states  in which it will offer intrastate services.  In most states, Optica will
also  be  required  to  file and obtain prior regulatory approval of tariffs for
intrastate  services.   State  regulatory  authorities  can  condition,  modify,
terminate  or  revoke certificates of authority for failure to comply with state
law  or the rules, regulations and policies of the state regulatory authorities.
State  regulatory  authorities  also  may  impose  fines and other penalties for
violations.

Local Regulation

     In  addition  to  federal  and state laws, local governments exercise legal
authority  that  may  affect  our  business. For example, some local governments
retain  the  ability  to  license  public  ROW, subject, however, to the federal
limitation  that  local  authorities may not prohibit entities from entering the
telecommunications  market.  Compliance  with  local  requirements may delay and
increase  the  costs  of our use of public ROW.  Accordingly, these requirements
could  impose  substantial  burdens  on  us.



The Data Communications and Network Systems Solutions Business

     Zed  is  a  Vancouver,  B.C.  based  value-added reseller of communications
network   equipment   and  services  including  network   design,  installation,
commissioning, security and ongoing network maintenance.  Zed resells and leases
new  and  used equipment made by major manufacturers such as Cisco, Marconi, and
Motorola.  Zed  has  been  providing  these  services  for  over twenty years to
private  and  public  sector  customers  in  North  America.

     Zed  maintains  a  central office and warehouse facility in Burnaby British
Columbia,  Canada  from  which it provides products and services to existing and
new  customers  throughout  North  America.  The  range of vendors, products and
services  changes from time to time to meet the constant evolution in technology
and  customer  requirements.

     Due  to  the inherent nature of communications, the need for communications
networks  is not specific to any industry sector.  Thus, Zed's customers are not
industry   specific   and  include   telecommunication   companies,    financial
institutions,  natural  resource  companies,   educational   institutions,  high
technology  corporations,  trading  houses  and other customers with current and
future  local  and  wide  area  communication  requirements.

     Zed's  product offerings include routers, bridges, wireless bridges, access
servers,  IP  telephones,   digital  and   analog  gateways,  terminal  servers,
multiplexors,  terminal  adaptors,  modems,  frame  relays, ISDN, voice over IP,
voice  over  frame,  wireless  ethernet  and  other  products.



                                    13
<PAGE>



     Zed  provides  its  customers with many options when buying equipment.  Zed
provides  new and used data communication products which customers can purchase,
rent  or  lease.  Zed  also  has  a  trade-in  program  for this equipment.  Zed
provides  customers  with the option to purchase a maintenance contract with any
equipment  purchased,  rented or leased.  By allowing customers to lease or rent
data  communications equipment Zed allows these customers to preserve cash flow,
evaluate  a  new  technology or to meet temporary requirements.  Zed can provide
customers  with  month-to-month  rentals  and custom financial packages to allow
customers  maximum flexibility.  By providing customers with the option to lease
or  rent  equipment,  Zed  also  offers  the  following  advantages:

-     Budget  Considerations.  Unlike  purchases,  which  usually  come  out  of
capital  spending,  rentals  typically  come  out  of an operating budget.  This
distinction  allows  customers  flexibility  in budgeting and obtaining spending
approval.

-     Temporary  need  for  equipment.  A business with irregular sales patterns
and  seasonal demands (e.g. tax preparers) may find that short-term rentals make
more  sense  than  purchasing  equipment  which  is  not  used  all  the  time.

-     Evaluating  different solutions.  Often there are several alternative ways
to  design  a  network.  Renting  equipment  gives  a customer a low cost way to
evaluate  several  possible  solutions  without  making  a  large  commitment to
expensive  equipment.

-     Technology  is  changing rapidly.  Telecommunication services are becoming
more  diverse  and  complex every day.  Customers may be considering ISDN, Frame
Relay,  ATM  for  the  future  but do not want to lock their organization into a
solution  today.  Customers  can  rent the equipment needed today while studying
other  longer  term  solutions.

-     Rent  to own.  Customers can accrue a portion of the rental cost towards a
purchase  of  any  equipment  they  rent.

     Zed's  services  and  support  offerings  include:  network design, network
planning,  network   management,  network  benchmarking,  network  optimization,
project  management,  visual network management, network security, installation,
maintenance,  support, help desk support, carrier selection in addition to other
related  services.

     Zed's  service and support solutions provide project managers and engineers
to  help  the  customer  assess its current environment and develop a networking
technology  plan  to  meet  a  customer's  strategic business goals.  As a Cisco
Premier  Certified  Partner,  Zed offers a customized network solution.  Zed can
help  configure and support a network with the unique ability to grow in stages,
as  a  customer's  business  grows.

     Zed's maintenance programs offers the following:

-     Depot  Maintenance.  If  a customer's equipment fails, Zed will replace it
from  local inventory and will preconfigure the replacement equipment.  Zed will
also  provide  telephone  technical  support  to  get  the replacement equipment
installed  and  operating.

                                    14
<PAGE>



-     On-Site Maintenance.  Zed can dispatch a technician to the customer's site
to  repair,  replace,  configure  and  install  replacement  equipment.  The Zed
technician  will  then  test  and  confirm  that  the  equipment is operational.

-     Customer Maintenance.  Zed offers customer maintenance to fit a customer's
specific needs, which includes spare on-site equipment, 24 hour - 7 day per week
support  and  full  documentation.

-     Service  by the Hour.  Zed offers a technical staffing service designed to
cover  a  customer's  employee  vacations,  special  project  or  any unforeseen
situations.  Zed  offers  aggressive pricing in increments to fit the customer's
needs,  by  the  hour,  day  or  in  blocks  of  technical  time.

     Zed  also offers network security solutions.  The explosion of the Internet
and  the  affordability of high-speed connections have made the use of email and
e-commerce  a necessity for most businesses.  Unfortunately, with that explosion
of  the  use of the Internet, businesses are facing security problems with their
computer  networks  and  the confidential and proprietary information stored and
transmitted  over  those  computer  networks.  Zed  provides custom solutions to
address  those  security  concerns.

     Zed's  security  solutions   provide   needs  analysis,   project   design,
implementation,  review  or  general assistance designed to address a customer's
particular  security  concerns.

Omnigon International Ltd.

     By  subscription  agreement,  dated January 21, 2000, we agreed to purchase
833,333  shares  of  Class  C  Preferred  Stock at $6 per share for an aggregate
purchase  price  of  $5,000,000  of Omnigon International Ltd., a British Virgin
Island   international   business  company.  The  Class  C  Preferred  Stock  is
convertible  at  any  time  into common stock of Omnigon on a 1-for-1 basis.  In
consideration,  we  paid  cash of $4,000,000 and issued a promissory note, dated
April  10, 2000, for $1,000,000, due June 9, 2000.  Prior to September 30, 2000,
at  our  request, Omnigon returned and cancelled the promissory note, leaving us
as  the  owner  of 666,667 shares of Class C Preferred Stock with a cost base of
$4,000,000.   This  investment  was  written off at the quarter ending March 31,
2001.

Employees

     General  management,  financial  and  other  corporate support services are
provided  by  a  group  of  employees  of  InvestAmerica.  These persons provide
certain  key  services  to  our  subsidiaries.

     As   of   September  30,  2001,  we  employed   two  full  time  employees.
Optica  employed a staff of six persons, consisting of four full-time employees,
one part-time consultant and one  full-time consultant.  Zed employed a staff of
twelve  persons,  consisting  of  eight  full-time employees and three part-time
employees.

                                    15
<PAGE>




     None  of these employees are part of a union or are covered by a collective
bargaining agreement.

Risk Factors

     An  investment  in  our  common stock involves a number of very significant
risks.  You  should  carefully consider the following risks and uncertainties in
addition  to other information in this annual report in evaluating InvestAmerica
and  our businesses before purchasing shares of our common stock.  Our business,
operating  results  and  financial  condition  could be  seriously harmed due to
any of the following risks.  The trading price of the shares of our common stock
could decline due to any  of  these  risks,  and  you  could  lose  all  or part
of your investment.

OUR  LIMITED  OPERATING  HISTORY  MAKES  IT DIFFICULT TO EVALUATE WHETHER WE CAN
OPERATE  PROFITABLY.

     Before  we  acquired  Zed,  we  had  no  revenues  or  earnings.  We do not
currently have any significant assets or financial resources.  Our prospects are
subject  to  the  risks,  expenses  and  uncertainties frequently encountered by
companies  in  the  very  early stages of development, especially in the new and
rapidly  evolving  field  of  fiber optic technology.  There can be no assurance
that  we  will  be  able  to  address  any  of  these  challenges.

SINCE  WE  HAVE  A  HISTORY  OF NET LOSSES AND A LACK OF ESTABLISHED REVENUE, WE
EXPECT  TO  INCUR  NET  LOSSES  IN  THE  FUTURE.

     Our  consolidated  financial  statements reflect that we have not generated
any  significant  revenues and have incurred significant net losses, including a
net  loss  of $33,125.577  for  the  year ended September 30, 2001.  As of Sept.
30, 2001,  we  had  an  accumulated  deficit  of $37,970,997.  We expect to have
continuing  net  losses and negative cash flows for the foreseeable future.  The
size  of  these  net losses will depend, in part, on the commencement of and the
rate  of  growth  in  our  revenues.

     Despite  the  revenues  generated  by  Zed,  with  our  entrance  into  the
competitive fiber optics business, we have significantly increased our operating
expenses  and  we expect that our operating expenses will significantly increase
in  the future.  To the extent that any such expenses are not timely followed by
increased revenues, our business, results of operations, financial condition and
prospects  would  be  materially  adversely affected.  These circumstances raise
substantial  doubt about our ability to continue as a going concern as described
in  an  explanatory  paragraph  to  our  independent accountants' opinion on the
September  30,  2000  financial  statements.





                                    16
<PAGE>




IF  WE  DO  NOT RAISE ADDITIONAL FUNDS FROM THIRD PARTY SOURCES OR BEGIN TO EARN
REVENUES,  THEN  WE  MAY  BE  UNABLE  TO  CONTINUE  OPERATING.

     Recurring  operating  losses  and  the  significant  working  capital needs
predicted  for  our  fiber optic business will require that we obtain additional
operating  capital  before  we  have  established  our  fiber optic business can
generate  significant  revenue.  The continuation of our businesses is dependent
upon  the  successful  execution  of  our  business  plan.  We will not have any
products  to sell from our fiber optic business until July 2001 at the earliest,
and we are relying on third parties (mostly suppliers) to meet that target date.

     While  we are expending our best efforts to meet our financing needs, there
can  be  no  assurance  that we will be successful in raising capital from third
parties or generating sufficient funds for operations and continued development.
We  are  planning  to  raise a substantial portion of the capital needed for our
fiber  optic  business through vendor financing from our suppliers, with whom we
have  not  yet  contracted.  In  the  event  that  we  are  unable  to negotiate
acceptable  terms  with  our  suppliers,  we  may  not  have  adequate financial
resources  to  continue  our  business.

WE  ARE IN A HIGHLY COMPETITIVE INDUSTRY AND SOME OF OUR COMPETITORS MAY BE MORE
SUCCESSFUL  IN  ATTRACTING  AND  RETAINING  CUSTOMERS.

     The  market  for  fiber  optic products is highly competitive and we expect
that  competition will continue to intensify.  Negative competitive developments
could  prevent  our  business  from  being  successful.  All  of  our  potential
competitors  have longer operating histories than our Optica subsidiary does, as
well  as  significantly  greater  financial,  technical,  sales  and  marketing
resources.  As a result, our competitors are able to devote greater resources to
the  development,  promotion,  sale  and  support  of  their  products.

     In  particular,  we will face significant competition from Global Crossing,
GTE,  Broadwing,  Level 3 Communications and Williams Communications.  To a less
significant extent,  we  will  face  competition  from AT&T,  Sprint,  Qwest and
MCI Worldcom.  All of these potential competitors have greater  name  and  brand
recognition  than  we  do.

ZED'S DEPENDENCE UPON KEY CUSTOMERS MAY AFFECT ITS FUTURE REVENUES AND PROSPECTS

     Zed  is  dependent  upon  a  limited  number of customers for a substantial
portion  of  its  revenues.  The  loss  of  any  of these customers would have a
material,  significant  adverse impact upon Zed's continued operations, revenues
and  prospects  for  profits,  but  would  not  significantly impact our working
capital, liquidity or long term prospects.  Although Zed expects to  expand  its
customer base,  there can be no assurance that it will be successful and, if the
customer base  is  expanded,  that  Zed  will  be  able to retain  its  existing
customers.  Furthermore,  an  unexpected  decline in sales to this  one customer
could have a material  adverse  affect  upon  Zed and its continued  operations.
In addition, there are  no  firm  contracts  governing  Zed's  relationship with
any of its  customers.   Accordingly,  such  business   relationships  could  be
terminated  or  curtailed  at any  time.  The lack of firm contracts between Zed
and its customers could  have  a  material  adverse  impact  on  Zed's  revenue.


                                    17
<PAGE>


WE WILL RELY HEAVILY ON REVENUES DERIVED FROM A SMALL NUMBER OF CUSTOMERS, WHICH
MAY  PROVE  TO  BE  AN  INEFFECTIVE  MEANS  OF  RAISING  REVENUES.

     We  expect  to  generate  the majority of our fiber optic business revenues
from  a  very small number of significant customers.  Our ability to continue to
generate  substantial  revenue  will depend upon these customers and our revenue
may  decline if any of these potential customers were to cancel, reduce or delay
purchases  of  our  fiber  optic  network  products  or  if  they were to demand
significant  price  concessions.

FAILURE  TO  EFFECTIVELY MANAGE THE GROWTH OF OUR BUSINESS COULD HARM OUR FUTURE
BUSINESS  RESULTS  AND  MAY  STRAIN  OUR  MANAGERIAL,  FINANCIAL AND OPERATIONAL
RESOURCES.

     As  our  Optica  subsidiary  proceeds  with the development of its proposed
network,  we  expect  that  it  may  experience  significant and  rapid  growth.
It  will  need  to add staff to market its products, manage  operations,  handle
sales  and marketing and perform finance and accounting functions.  This  growth
is likely to place  a  significant  strain  on  our  managerial,  financial  and
operational  resources.  The failure to develop and implement effective systems,
or  to  hire  and  retain sufficient personnel for the performance of all of the
functions necessary to effectively service and manage our potential business, or
the  failure  to manage growth effectively, could have a material adverse effect
on  our  business  and  financial  condition.

A  LOSS  OF  ANY  KEY  PERSONNEL  COULD  IMPAIR  OUR  ABILITY  TO  SUCCEED.

     In  part,  our  future  success depends on the continued service of our key
management   personnel,    particularly:  Brian  Heard   and   Brian  Kitts   at
InvestAmerica,  and  Neil Weiler,  Kieran Magee and Mark Nomura at  Optica.  The
loss of their services, or the services of other  key  employees, could   impair
our  ability  to  grow  our  business.

     Our  future  success  also  depends  on  our ability to attract, retain and
motivate  highly skilled employees. Competition for employees in our industry is
intense.  We  may  be  unable  to  attract,  assimilate  or  retain other highly
qualified  employees in the future. In the past we have experienced from time to
time,  difficulty hiring and retaining highly skilled employees with appropriate
qualifications.  We  expect  this  difficulty  to  continue  in  the  future.

WE  ARE  UNCERTAIN  WE  CAN  OBTAIN  THE  CAPITAL  TO  GROW  OUR  BUSINESS.

     To  fully  realize  our  business objectives and potential, we will require
significant  additional financing.  The fiber optics networking business is very
capital intensive.  Our current operating plan calls for the expenditure of over
one  billion  dollars  in the next few years.   We may  be unable to obtain some
or all of this required  financing, or we may not be able to acquire it on terms
favorable to us.



                                    18
<PAGE>





If  adequate  funds are not available on acceptable terms, we may be unable to:

-     fund  our  expansion;
-     successfully  promote  our  products  and  services;
-     develop  or  enhance  our  products  and  services;
-     respond  to  competitive  pressures;  or
-     take  advantage  of  acquisition  opportunities.

     Additional  financing  may  be  debt,  equity  or a combination of debt and
equity.  If we raise additional funds through the issuance of equity securities,
our  stockholders  may  experience  dilution of their ownership interest and the
newly  issued  securities may have rights superior to those of the common stock.
If  we  raise additional funds by issuing debt, we may be subject to limitations
on  our  operations,  including  limitations  on  the  payment  of  dividends.

OUR  INABILITY TO ADAPT TO EVOLVING TECHNOLOGIES AND CUSTOMER DEMANDS MAY IMPEDE
OUR  FUTURE  GROWTH.

     To   be  successful,  we  must  adapt  to  rapidly  changing  fiber   optic
technologies  and  customer  demands.  To  that end, we will continually need to
enhance  our  products  and  services  and introduce new services to address our
customers'  changing needs.  If we need to modify our services or infrastructure
to  adapt  to  changes,  we  could  incur  substantial additional development or
acquisition  costs.  If we cannot adapt to these changes, or do not sufficiently
increase  the  features  and  functionality  of  our  products and services, our
customers  may switch to the product and service offerings of our competitors or
potential  competitors.

IF  OUR  SYSTEMS  DO  NOT  PERFORM  AS  EXPECTED,  OUR POTENTIAL REVENUES MAY BE
SIGNIFICANTLY  REDUCED.

     Any  system  failure, including network, software or hardware failure, that
causes  an interruption in our service or a decrease in our responsiveness could
result  in  a loss of customers, damage to our reputation and substantial costs.

SINCE  OUR MAJOR SHAREHOLDERS OWN THE RIGHT TO ACQUIRE A SIGNIFICANT  PERCENTAGE
OF OUR SHARES, THEY MAY BE  ABLE  TO SIGNIFICANTLY INFLUENCE  MATTERS  REQUIRING
STOCKHOLDER  APPROVAL.

     As  of  September  30,  2001, our major shareholders  control  65%  of  the
vote  through  the  ownership  of  our  Series A  Preferred  Stock  and Series B
Preferred Stock if the ZED  Preferred Shares are  exchanged  (excluding  options
That could  be  exercised).  These stockholders will be able to exercise control
over all matters requiring  approval by our stockholders, including the election
of directors  and  the  approval  of significant  corporate  transactions.  This
concentration of ownership may also have the effect of delaying or preventing an
acquisition  or  change  in  control  of  our company, which could significantly
reduce  our  stock  price.


                                      19
<PAGE>






SINCE  THE  MARKET  FOR  STOCKS  OF TECHNOLOGY COMPANIES HAS EXPERIENCED EXTREME
PRICE  FLUCTUATIONS,   OUR  SHARES  MAY  EXPERIENCE  EXTREME  PRICE  AND  VOLUME
FLUCTUATIONS.

     The  market  for the stocks of technology-related companies has experienced
extreme  price and volume fluctuations. The market price of our common stock may
be volatile and may decline. In the past, securities class action litigation has
often  been  initiated  against companies following periods of volatility in the
market  price  of  their securities. If initiated against us, regardless of  the
outcome, litigation could result  in  substantial  costs and a diversion  of our
management's attention and resources.

IF  HOLDERS OF OUR CONVERTIBLE PREFERRED STOCKS CONVERT, OUR COMMON STOCK MAY BE
DILUTED  AND  SALES  OF  THE  SHARES  MAY  REDUCE  OUR  STOCK  PRICE.

     The  existence  of  convertible preferred stocks may make it more difficult
for  us  to raise capital when necessary and may depress the market price of our
common  stock  in any market that may develop for such securities.  Future sales
of  a  substantial number of our common shares in the public market could reduce
the  market  price  of  the  stock.  It  could  also impair our ability to raise
additional  capital  by  selling  more  of  our  common  stock.

SINCE  OUR  SHARES  ARE  SUBJECT  TO  SIGNIFICANT PRICE AND VOLUME FLUCTUATIONS,
STOCKHOLDERS  MAY  HAVE  DIFFICULTY  RESELLING  THEIR  SHARES.

     Our  common stock is quoted on the OTC Bulletin Board and is thinly traded.
In  the past, our trading price has fluctuated widely, depending on many factors
that  may  have  little  to  do  with our operations or business prospectus.  In
addition,  the OTC Bulletin Board is not an exchange and, because trading of the
securities  on the OTC Bulletin Board is often more sporadic than the trading of
securities  listed on an exchange of the Nasdaq Stock Market, Inc., you may have
difficulty   reselling  any  of  the  shares   you  purchase  from  the  selling
stockholders.

TRADING  OF  OUR  STOCK  MAY  BE RESTRICTED BY THE SEC'S PENNY STOCK REGULATIONS
WHICH  MAY  LIMIT  A  STOCKHOLDER'S  ABILITY  TO  BUY  AND  SELL  OUR  STOCK.

     The  U.S.  Securities and Exchange Commission has adopted regulations which
generally define "penny stock" to be any equity security that has a market price
(as  defined)  less than $5.00 per share or an exercise price of less than $5.00
per  share,  subject  to  certain exceptions.  Our securities are covered by the
penny  stock  rules,  which  impose  additional  sales  practice requirements on
broker-dealers  who  sell  to  persons  other  than  established  customers  and
"accredited  investors."  The  term  "accredited  investor"  refers generally to
institutions with assets in excess of $5,000,000 or individuals with a net worth
in  excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with  their  spouse.  The  penny stock rules require a broker-dealer, prior to a
transaction  in  a penny stock not otherwise exempt from the rules, to deliver a



                                    20
<PAGE>

standard  risk  disclosure document in a form prepared by the SEC which provides
information  about  penny  stocks and the nature and level of risks in the penny
stock market.  The broker-dealer also must provide the customer with current bid
and  offer quotations for the penny stock, the compensation of the broker-dealer
and  its  salesperson  in the transaction and monthly account statements showing
the  market  value  of each penny stock held in the customer's account.  The bid
and  offer  quotations,  and  the  broker-dealer  and  salesperson  compensation
information,  must  be  given  to  the  customer  orally  or in writing prior to
effecting the transaction and must be given to the customer in writing before or
with  the  customer's  confirmation.  In addition, the penny stock rules require
that  prior  to  a  transaction in a penny stock not otherwise exempt from these
rules,  the  broker-dealer  must  make  a special written determination that the
penny  stock  is  a  suitable  investment  for  the  purchaser  and  receive the
purchaser's written agreement to the transaction.  These disclosure requirements
may  have  the effect of reducing the level of trading activity in the secondary
market  for the stock that is subject to these penny stock rules.  Consequently,
these  penny  stock  rules may affect the ability of broker-dealers to trade our
securities.  We  believe that the penny stock rules discourage investor interest
in  and  limit  the  marketability  of,  our  common  stock.

PROVISIONS  IN  OUR  CHARTER  OR  AGREEMENTS  MAY  PREVENT  OR DELAY A CHANGE OF
CONTROL.

     Provisions  of  our  certificate  of  incorporation  and  bylaws as well as
provisions of applicable Nevada law may discourage, delay or prevent a merger or
other  change  of control that a stockholder may consider favourable.  Our board
of directors has the authority to issue up to 200,000,000 shares of common stock
and  to  determine the price and terms, including preferences and voting rights,
of  those shares without stockholder approval.  As of December 31, 2001, we have
issued the following (or are required to issue additional shares of common stock
as  the  result  of  our  receipt  of conversion notices from the holders of the
convertible  preferred  stock  so  that  our  capitalization is as follows): (1)
14,705,000 stock  options  to  purchase  common  stock,   (2) 79,749,985 shares
of common stock are issuable upon conversion  of  Series A Preferred  Stock, and
(3)  an   additional  15,000,000  shares  of   common stock are  issuable   upon
conversion  of preferred stock after the exchange of Zed Preferred Stock for our
Series  B  Preferred  Stock.  The  issuance of additional shares of common stock
could,  among  other  things,  have  the  following  effect:

-     delay,  defer  or  prevent  an  acquisition  or a change in control of our
      company;

-     discourage  bids  for our common stock at a premium over the market price;
      or

-     reduce the market price of, and the voting and other rights of the holders
      of,  our  common  stock.


                                    21
<PAGE>






     Furthermore,  we  are  subject to Nevada laws that could have the effect of
delaying,  deterring  or  preventing a change in control of our company.  One of
these  laws  prohibits  us  from  engaging  in  a  business combination with any
interested  stockholder  for  a  period  of three years from the date the person
became  an  interested  stockholder,  unless  certain  conditions  are  met.  In
addition,  certain  provisions  of our Certificate of Incorporation and By-laws,
and  the  significant  amount  of  common  stock held by our executive officers,
directors  and  affiliates,  could  together  have  the  effect  of discouraging
potential  takeover  attempts  or  making  it more difficult for stockholders to
change  management.

WE  DO  NOT  EXPECT  TO  PAY  DIVIDENDS.

     We  have  not  paid dividends on our common stock or preferred stock and do
not  expect  to  do  so  in  the  foreseeable  future.

ITEM  2.     DESCRIPTION  OF  PROPERTY

     We  currently  lease  office  space  at  the  following  two  locations:

-     For InvestAmerica, Inc. we lease approximately 1,000 square feet of office
space  located  at  2078  Prospector Avenue, Park City, Utah, U.S.A. 84060, on a
month  to  month  basis  for an all-inclusive gross annual rent of approximately
$25,000;  and

-     For  Optica  and  Zed,  we lease approximately 6,436 square feet of office
space  located at #148 - 4664 Lougheed Highway, Burnaby, British Columbia, under
a  five  year  lease  which  expires  on  July  31,  2004  for  annual  rent  of
approximately  $43,488,  plus  our  proportionate  share  of operating expenses.

     We  believe  that  our  space  is  adequate for our immediate needs.  These
premises  are  used  for  office  space  and  as  the  facility for our computer
equipment,  and  we  believe  that  they  are  adequately  covered by insurance.

ITEM  3.     LEGAL  PROCEEDINGS

     We  are  a  party  to  two  lawsuits  involving Daniel Tepper, a California
resident  licensed  to  practice  law  in  the  State  of  New  York.

Factual  Background

     In  the  mid-1990s, the corporate predecessor to InvestAmerica, Progressive
Polymerics  International, Inc. was negotiating a merger with Fidelity Holdings,
Inc.  ("Fidelity").  When  the  negotiations  collapsed, litigation ensued.  The
litigation  was  resolved  in  a settlement agreement pursuant to which Fidelity
transferred  approximately  160,000  shares  of  its common stock (the "Fidelity
Stock")  to  Progressive.

     During  the  late  1990's, Daniel Tepper filed a number of lawsuits against
Progressive.  Progressive  ultimately  settled  these  lawsuits for, among other
things,  a  $120,000  promissory  note  and a consulting agreement for legal and
business  services.  The promissory note was secured by a pledge of the Fidelity
Stock.

                                    22
<PAGE>

The  First  Nevada  Lawsuit

     On  February  8,  1999, Daniel Tepper filed an action (Case Number A399177)
against  InvestAmerica in Clark County, Nevada District Court (the "First Nevada
Lawsuit")  asking  the  Court to award money damages and to declare that he, Mr.
Tepper,  was  InvestAmerica's  sole  officer  and director.  In this action, Mr.
Tepper  alleged  that he was the majority shareholder of InvestAmerica (when, in
fact,  he  was  only a minority shareholder).  InvestAmerica was unaware of this
action  and, on April 5, 1999, the Court entered a default judgment (the "Nevada
Default  Judgment")  declaring that Mr. Tepper was the sole officer and director
of  InvestAmerica.

The  California  Action

     In  May,  1999,  Daniel  Tepper  obtained  another  default  judgment  (the
"California  Default  Judgment")   against  InvestAmerica  in  a  lawsuit   (the
"California  Action")  in  the Superior Court of the State of California for the
County of Los Angeles.  The California Default Judgment ordered InvestAmerica to
pay  Mr.  Tepper  $7,289,755.50.

The  Nevada  Action

     On  or  about  July  16,  1999, Mr. Tepper commenced a lawsuit (Case Number
A405933)  against  InvestAmerica  (the  "Nevada Action") in Clark County, Nevada
District  Court, asking the Court to domesticate the California Default Judgment
in  Nevada.

     On  or  about  July  21,  1999, an attorney named Douglas H. Clark filed an
Answer  in  the  Nevada  Action  on  behalf  of InvestAmerica.  It is alleged by
InvestAmerica in pleadings filed in the Nevada Action that Mr. Clark represented
Mr.  Tepper when he obtained the California Default Judgment.  On July 26, 1999,
Mr.  Tepper's  attorney  in  the  Nevada  Action  and  Mr.  Clark,  the attorney
purporting to represent InvestAmerica in the Nevada Action, filed a joint motion
asking  the  Court to review and approve a proposed settlement agreement between
them.  On  July  27,  1999, the Court approved, and Mr. Tepper and InvestAmerica
entered  into,  an  Agreement  (the  "Settlement  Agreement")  pursuant to which
InvestAmerica  agreed: (i) to issue additional stock to Mr. Tepper sufficient so
that  he  would  own 95% of the then issued and outstanding common shares of our
company;  (ii)  that  Mr. Tepper had exclusive ownership of the Fidelity Shares;
(iii)  to  assign to Mr. Tepper all royalties due to InvestAmerica from Fidelity
arising  out  of  a Patent Sale and Purchase Agreement between InvestAmerica and
Fidelity  (the  proceeds  of  which  would be used to "liquidate" the California
Judgment);  and  (iv)  that Mr. Tepper was InvestAmerica's sole director and its
Chief  Executive  Officer.  In  return,  Mr.  Tepper  agreed  not to levy on the
California  Default  Judgment  but  only  for  so  long as InvestAmerica did not
default  under the Settlement Agreement.  It should be noted that Mr. Clark, the
attorney  who  InvestAmerica  alleges  represented  Mr. Tepper in the California
Action  and (purportedly) represented InvestAmerica in the Nevada Action, signed
the  Settlement  Agreement  as  President  of  InvestAmerica.




                                    23
<PAGE>


     InvestAmerica  was  unaware  of  the  First  Nevada Lawsuit, the California
Action,  the  Nevada  Action, and the default judgments entered in the first two
and  the  Settlement  Agreement  entered  into in the last, until well after the
Settlement Agreement was entered into and approved by the Nevada District Court.
Upon  learning  of  these  matters,  InvestAmerica  entered  into  a  settlement
agreement (the "Second Settlement Agreement") with Mr. Tepper dated December 11,
1999.  In  the  Second Settlement Agreement, Mr. Tepper agreed to relinquish all
of  his  claims  against  InvestAmerica  (including  those  arising  out  of the
California  Action,  the  First  Nevada Lawsuit and the Settlement Agreement) in
exchange  for  the  issuance  of  4,740,000  shares  of  our  common  stock (the
"Settlement  Stock")  and  InvestAmerica's  release of any claim to the Fidelity
Stock.  The Second Settlement Agreement also required that Mr. Clark resign from
his  claimed   positions   of  officer,   director   and   general  counsel  for
InvestAmerica.

     InvestAmerica  issued the Settlement Stock but Mr. Tepper has not performed
any  of  his obligations under the Second Settlement Agreement.  On May 5, 2000,
Mr.  Tepper  asked  the  Court  in the Nevada Action to require InvestAmerica to
exchange  the  Settlement  Stock,  which  bears  a  restrictive  legend,  for an
equivalent  number  of common shares of our common stock without any restrictive
legend.  Mr. Tepper purported to serve notice of this motion on InvestAmerica by
sending  a copy of the motion to Mr. Clark.  The Court heard Mr. Tepper's motion
in a hearing held June 5, 2000, in which Mr. Clark represented to the Court that
he  was the attorney for InvestAmerica.  Mr. Tepper's motion was granted and the
Court  issued its order (the "June 5 Order") requiring InvestAmerica to exchange
the  Settlement  Stock  for  an  equivalent number of unrestricted shares of our
common  stock.

The Shareholder  and  purportedly  the  Company on  February 28, 2001  commenced
another  law  suit  against Brian Kitts,  Douglas  Smith,  Olde  Monmouth  Stock
Transfer Co., Inc.  and other unnamed defendants, claiming  that the Shareholder
and another individual are  the  directors  and  officers  of  the  Company, and
further   denies  the  validity  and  enforceability  of  the  Second Settlement
Agreement, and makes various claims for damages.  Brian Kitts and  Douglas Smith
claim that by a majority consent in October, 1999  Brian Kitts  obtained control
of the Company and subsequently Douglas Smith  and  other  directors  were  duly
appointed, and further, that  the  Second  Settlement  Agreement  is  valid  and
enforceable.

These two legal matters have now been consolidated into one lawsuit.


The  U.S.  District  Court  Action

     In  a lawsuit commenced by Mr. Tepper against Fidelity in the United States
District  Court  for  the  District of Nevada, InvestAmerica wa named as a third
party  defendant.   This  case  has  been  decided   with  all  claims   against
InvestAmerica being dismissed.

     Other  than  as  disclosed  above,   InvestAmerica  is  not  aware  of   or
contemplating  any  other  pending  legal  proceeding, nor is it at aware of any
proceeding  that  a  governmental  authority  is  contemplating.

                                    24
<PAGE>


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

     No  matters  were  submitted  to a vote of security holders during the year
ended  September  30,  2000.


                                     PART II

ITEM  5.     MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

     The  shares  of  our  common  stock  are quoted in the United States on the
National  Association  of  Securities  Dealers  Inc.'s Over-the-Counter Bulletin
Board (the "OTCBB") under the symbol "INVT".  The following table sets forth the
range  of  high  and  low  bid  quotations  for our common stock for each of the
quarters  of  the  fiscal years ended September 30, 2000 and September 30, 1999,
and  for  the quarter ended December 31, 2000.  Our common stock began quotation
on  the  OTCBB  under the symbol "INVT" on May 27, 1997.  Prior to May 27, 1997,
there  was  no  public  market  for  our  securities.  The  quotations represent
inter-dealer  prices  without retail markup, mark down or commission and may not
necessarily  represent  actual  transactions.

                                             High        Low
                                             ----        ---

Quarter ended December 31, 1999             $3.188      $0.07
Quarter ended March 31, 2000                $11.875     $3.188
Quarter  ended  June 30, 2000               $7.00       $1.156
Quarter  ended  September  30,  2000        $2.125      $0.688

Quarter  ended  December  31,  2000         $1.25       $0.38
Quarter ended March 31, 2001                $1.47       $0.19
Quarter ended June 30, 2001                 $0,51       $0.11
Quarter ended September 30, 2001            $0.33       $0.13
Quarter ended December 31, 2001             $0.19       $0.06


     Our  shares of common stock are also listed on the Frankfurt Stock Exchange
under  the  symbol "IVK".  Our common stock began trading on the Frankfurt Stock
Exchange on May 16, 2000.  The following table sets forth the high and low share
prices  for  the  period  indicated  below:

                                                       High      Low
                                                       ----      ---
Period from May 16, 2000 to June 30, 2000              3.65     1.65
Quarter  ended  September  30,  2000                   2.25     0.75

Quarter  ended  December  31,  2000                    1.35     0.50
Quarter ended March 31, 2001                           1.65     0.21
Quarter ended June 30, 2001                            0.57     0.12
Quarter ended September 30, 2001                       0.37     0.15
Quarter ended December 31, 2001                        0.21     0.07


                                    25
<PAGE>


     On  December 31, 2001, the closing bid price as quoted by the OTCBB for our
common  stock  was  $0.08  and  there  were  47,887,543 common shares issued and
outstanding.  Shares  of  our  common stock are issued in registered form.  Olde
Monmouth  Stock  Transfer  (77  Memorial Parkway, Atlantic Highlands, New Jersey
07716 (telephone: (732) 872-2727, facsimile (732) 872-2728) is the registrar and
transfer  agent  for shares of our common stock.  As of December 31, 2001, there
were  approximately 2,000 holders of record of our common stock.  This number of
stockholders  does  not  include  stockholders who hold our securities in street
name.

     We  have  not  issued any cash dividends since our inception, and we do not
anticipate  paying  any  cash  dividends  on our common stock in the foreseeable
future.  Although there are no restrictions on our ability to pay dividends, the
payment  of  dividends,  if  any,  rests  within  the discretion of our Board of
Directors  and  will  depend  upon,  among  other  things, our earnings, capital
requirements  and  financial  condition,  as  well  as  other  relevant factors.

Recent Sales of Unregistered Securities

During the first quarter, on December 5, 2000, the Company settled a shareholder
loan of $2,000,000 to a director by issuance of 336,538 common shares at a price
of $5.94 per share.

During the second quarter,  on March 9, 2001,  the  Company settled  a  debt  of
$2,528,543 to a director by  issuance of  5,233,368  common shares at a price of
$0.48 per share.   The  debt  consisted of a promissory  note of  $2,000,000,  a
shareholder loan of $297,967 and accrued interest of $230,576.

On August 22, 2001,  the  Company  settled a debt of  $197,672 to a shareholder/
director of the Company by issuance of  1,976,720 common  shares at  a  price of
$0.10 per share.



ITEM  6.     MANAGEMENT'S PLAN OF OPERATION.

The following discussion should be  read in  conjunction  with the  consolidated
financial statements and  notes  thereto included in this  Annual Report for the
fiscal year ended September 30, 2001.

Certain statements contained in this  Annual Report on  Form 10-KSB,  including,
without limitation,  statements containing  the words "believes", "anticipates",
"estimates",  "intends",  "expects" and  words  of  similar  import,  constitute
forward-looking  statements within the meaning of the Private Securities  Reform
Act of 1995.   Although our management believes that the expectations  reflected
in these forward-looking  statements are  reasonable,  we can give no  assurance
that such expectations  will prove to have  been correct.   Actual results could
vary  materially  from  those  expressed  in  those  forward-looking statements.
Readers are referred to "Plan of Operation", "Future Cash Requirements", "Future
Research, Development and Operations" and "Marketing" sections contained in this
Quarterly Report, as well as the factors described below in the section entitled
"Factors That  May  Affect  Our  Future Results", which  identify  some  of  the


                                    26
<PAGE>

important factors or events that could cause our actual  results  or performance
to differ materially from those  contained  in  the  forward-looking statements.
Moreover, neither we nor anyone else assumes responsibility for the accuracy and
completeness of forward-looking statements. We undertake no obligation to update
any of our  forward-looking  statements after  the date of this Annual Report on
Form 10-KSB  to  conform such  statements to actual results or to changes in our
expectations. You should not place undue reliance on forward-looking statements.

GENERAL

We were incorporated in  Utah on  October 20, 1983.   On  December 18, 1986,  we
changed our  corporate  domicile to Nevada  by merging with a Nevada corporation
created solely for that purpose.  On December 29, 1992, we changed our corporate
name to "Progressive Polymerics International,  Inc."  and  acquired  all of the
issued and outstanding common stock of  Progressive Polymerics, Inc.   On  April
17,  1997,  we  acquired  100%  of  the issued  and outstanding capital stock of
InvestAmerica, Inc.   On May 14, 1997,  we merged InvestAmerica, Inc. (which was
our wholly-owned subsidiary) into Progressive Polymerics International, Inc. and
changed the name of the survivor corporation to InvestAmerica, Inc.

On March 15, 2000,  we  acquired  100%  of the  issued and outstanding shares of
Optica Communications International Inc.   ("Optica") by way of a share exchange
reorganization, which is described in detail in our Annual Report on Form 10-KSB
filed on January 16, 2001.  Since incorporation, Optica has been in the business
of  developing  a  fiber optic network over  which it intends to provide optical
wavelength and multimedia bandwidth services, including internet, voice and data
communications, video and streaming media.

On July 7, 2000, we acquired 100% of the issued and outstanding common shares of
Zed  Data  Systems Corp.  ("Zed")  by  way  of a  purchase of shares and a share
exchange reorganization.  In  the  share  purchase,  we  paid  an  aggregate  of
$5,000,000 for approximately  77% of the issued and outstanding common shares of
Zed.  As part of this Share Purchase,  the balance of Zed's common  shares  were
converted into 50,000 shares of  Class D Preferred Stock of Zed. One shareholder
owns  all  of  these  shares  of  Class D  Preferred  Stock of  Zed,  which  are
exchangeable  at  any  time  for  an  aggregate of 50,000 shares of our Series B
Preferred Stock.  As a result, we own all  of  the issued and outstanding common
shares of Zed.  This acquisition is  described in detail in our Annual Report on
Form 10-KSB,  filed on  January 16, 2001.   Since incorporation, Zed has been in
the business of providing data  communications  and  network  systems solutions,
including  network  design,  supply of equipment,  installation,  commissioning,
security and maintenance.

A review of our product offering and sales strategy commenced in June, 2001.  On
August 7, 2001, we announced that Optica's short-term business focus would shift
to reselling long haul optical bandwidth and our plan to create our own national
fiber network was on hold until overall market conditions improved.   We plan to
continue to operate Optica, executing upon the  new short-term  business  focus,
and Zed over the next twelve months ending September 30, 2002.

                                    27
<PAGE>






RESULTS OF OPERATIONS

As a result of our acquisition of  Optica via reverse  acquisition on  March 15,
2000, our financial statements  are  presented  as  a  continuation  of  Optica.
Accordingly, financial information relating to the year ended September 30, 2001
is that of  Optica.

During the quarter ended June 30, 2001,  the  Company had evaluated the carrying
value of goodwill, a long-lived asset.   An unprecedented downturn has continued
in the telecommunications  and  financial  markets  during 2001  creating unique
circumstances with regard to  the  assessment of  long-lived assets.   With  the
market driven, greatly  diminished  enterprise value  of InvestAmerica  combined
with the recently announced shift  in  Optica's  short-term  business  focus  to
selling  third  party  long-haul bandwidth products,  which is  more  thoroughly
discussed  under  "Plan  of  Operation",   and  continued   uncertainty  in  the
telecommunications  and  financial marketplaces, Company management believes the
value of goodwill to be impaired and as a result has recorded  a  one time, non-
cash charge of $21,678,273 to expense the  remainder of its  recorded  goodwill.
This action materially impacted the net loss of  $33,125,577  for the year ended
September 30, 2001.

Revenues

Total  revenues  were  $509,152  for  the  year  ended  September  30,  2001 and
$1,293,690 for the year ended September 30, 2000, respectively.

We currently derive our revenues from the sale, installation, and maintenance of
data communications  equipment  and data  communications  solutions provided  by
InvestAmerica's  subsidiary  Zed,  which  was  acquired  at the beginning of the
fourth quarter of fiscal 2000. We recognize revenues on delivery  if  persuasive
evidence of an arrangement exists,  delivery  and installation is complete,  the
fee is fixed and determinable and collection is probable.  If uncertainty exists
regarding  customer acceptance,  revenues are  deferred until acceptance occurs.
If an acceptance period is required,  revenues are only recognized upon customer
acceptance.

Revenues for the year ended  September 30, 2001  were lower than expected due to
lower than  usual sales  generation  primarily due to  the abrupt  slow  down in
information  technology  ("IT")  and  capital  spending  in  the telecom sector.
Consistent  with current industry trends, we expect sales to continue to be slow
for at least the first half of 2002 as large telecom companies  have  cut  their
near term  capital  spending  budgets  dramatically.     In addition, the  early
completion of a major sales contract late in fiscal year 2000 resulted in higher
revenue for 2000  but then had a negative effect on first quarter 2001 revenues.
A significant portion  of  revenues  for  the year ended September 30, 2000 were
related   to   the   completion   of   a   significant   contract   with a large
telecommunications company.

Cost of good sold

Total cost of goods sold was $266,072 and $890,939 for the years ended September
30, 2001 and 2000, respectively.


                                    28
<PAGE>

Gross profit

Through Zed, the Company has generally been able to achieve high margins on
sales due to the nature of the sales contracts and type of equipment we install.
Data communications equipment and solutions have been in high demand and as
such, have provided us with opportunities to negotiate high margin contracts.
During the last year gross margin was significantly higher than historical
results, although on a smaller revenue base, as we generated a higher relative
volume of service related revenue, which has a lower associated cost.  As
announced in early August 2001, with its new short-term business focus, Optica
is now ready to generate its initial revenues from reselling long-haul optical
bandwidth supplied by third parties.  For the beginning of 2002, gross margin
is expected to be impacted negatively due to:  i) the recent sharp reduction
of IT and capital spending leading to a very competitive pricing environment
for the supply of equipment or data communications solutions, ii) the
increased availability or quality used equipment due to many recent business
failures and iii) the dilutive effect of lower margin sales of third-party
bandwidth products.  Longer term, we expect our margins will begin to moderate
as other competitors enter the market and demand for data communications
declines as well as a shift is our sales mix to a higher proportion of
bandwidth products.

Operating Expenses:

Selling, General and Administrative

Sales, general and administrative expenses consist primarily of salaries,
bonuses and benefits earned by sales and marketing personnel, and related
osts for executive, finance and administrative personnel. Sales, general and
administrative expenses also include direct expenditures such as travel, rent,
depreciation, advertising and promotion, legal and other professional fees.

Sales, general and administrative expenses were $1,118,065 and $1,310,109,
excluding all share-based compensation related charges, for the years ended
September 30, 2001 and 2000, respectively. This decrease is due to the
decreased level of activity in the Company.

For the year ended September 30, 2001, general and administrative expenses
were higher than anticipated, as we have incurred substantial legal fees
related to various lawsuits that we are defending.  General and administrative
expenses were also higher than anticipated for the year ended September 30,
2000 as we were in the process of commencing operations, hiring staff and
obtaining office space. We have tended to use consultants to manage
shareholder relations and various financial roles resulting in an increase
in professional fees we have incurred.

With the contractions in the communications and financial markets, managing
our cash is crucial for our survival.  Consequently, all expenditures have
been frozen unless directly related to generating customer revenue.  Our
recent restructuring and Optica's shift into the bandwidth reselling
marketplace will result in the rationalization of some current operating
costs, however, sales and marketing expenditures will increase to prudently
support our new sales initiative.

                                    29
<PAGE>



Share-Based Compensation

During the second quarter of the year ended September 30, 2000, we recorded
a charge for stock compensation expense of $1,575,000 related to the hiring
of three new employees and the issuance of 300,000 shares of common stock
thereto. We have often issued shares and options to employees and consultants
as a means of reducing cash outlays.

Amortization of Deferred Share-Based Compensation

We recorded deferred share-based compensation of $3,760,730 during the year
ended September 30, 2000 in connection with grants of share purchase
options to consultants of the Company. We are amortizing this amount over
the four-year period. We recognized $1,788,456 and $740,543 in deferred
compensation expense in the years ended September 30, 2001 and 2000,
respectively.  We currently expect to recognize  $1,200,121 and $31,610 in
share-based compensation in the years ending September 30, 2002 and 2003,
respectively.

Amortization of Goodwill / Impairment of Goodwill

Amortization of goodwill was $4,064,676 for the year ended September 30,
2001 and $1,354,892 for the year ended September 30, 2000.  At the end of
the third quarter, the Company determined that an impairment in the value
of the goodwill existed and a one-time charge of $21,678,273 was recorded.
This one-time, non-cash charge is discussed more fully above under "Results
of Operations".  Goodwill of approximately $27.1 million arose from the
acquisition of Zed during the final quarter of the year ended September 30,
2000. Goodwill from the Zed acquisition was initially being amortized over
a period of five years. No amortization was applicable or recorded in the
three months and six months ended June 30, 2000 as these periods preceded
the Zed transaction.

Loss on Impairment of Long-Term Investment

Pursuant to a subscription agreement between the Company and OIP Ltd.
(formerly known as Omnigon International Ltd.), a British Virgin Island
International Business company, dated January 21, 2000, the Company agreed
to purchase 833,333 shares of OIP Ltd. ("OIP") Class C Preferred Stock at
$6.00 per share for an aggregate purchase price of $5,000,000.  The Class
C Preferred Stock is convertible at any time into common stock of OIP on
a one-for-one basis.  In consideration, the Company paid cash of $4,000,000
and issued a note payable dated April 10, 2000 for $1,000,000 due June 9,
2000.  Prior to September 30, 2000, at the request of the Company, OIP
returned and cancelled the note, leaving InvestAmerica owner of 666,667
shares of Class C Preferred Stock.  Upon conversion into common shares, the
Company's interest in OIP is less than 5%.  OIP is a private development
stage company and currently has no revenues operating in the communications
industry. OIP needs to raise significant capital to execute its business
plan and generate its first revenues.


                                    30
<PAGE>


OIP made a rights offering closing February 28, 2001, which offered
existing shareholders the opportunity to acquire Class D Convertible
Preferred Stock for $0.18 per share.  The Class D Preferred Stock is
convertible at any time into Common Stock of OIP on a one-for-one basis.
The Company declined to participate in the rights offering, resulting in
significant dilution of our interest.

OIP is not a publicly traded company and we do not have sufficient evidence
to ascertain its value. Due to the dilution as a result of the rights offering,
the difficulties facing the telecommunications sector, and the need for OIP
to raise significant amounts of capital to execute its business plan and
generate its first revenues, we have written off our investment due to the
impairment in value.

Interest Expense

Interest expense was $699,542 and $263,068 for the years ended September 30,
2001 and 2000, respectively. The increase in interest expense relates to the
issuance of notes payable since the end of the comparative period, the
majority of which were issued pursuant to the acquisition of Zed in July,
 2000. The notes payable bear interest at 12% per annum. The Zed acquisition
notes payable, which were originally repayable in six equal monthly
installment of $715,000 commencing July 30, 2000 with a final installment of
$710,000 due January 31, 2001, are secured by a security interest in the
Company's assets including shares of Zed common stock.  As at July 27, 2001,
an installment of approximately $80,000 was paid by the Company and an
additional $20,000 payment is expected imminently. The holders of the note
have agreed to an extension with regular scheduled monthly installments to
commence August 31, 2001.  The final installment on February 28, 2002 will
be reduced to $610,000, if the $40,000 payment is also made, otherwise an
amount of $630,000 will be due.

Income Taxes

Our provision was $19,645 for the year ended September 30, 2001 in relation
to our operating subsidiary Zed.  We have not provided for income taxes for
the year ended September 30, 2000, due to the fact that the we did not
generate taxable income during these periods.  Non-capital loss carry-
forwards, which can be applied against future taxable income, are available
in other entities within the InvestAmerica group of companies.  These loss
carry-forwards expire at various dates up to 2007.









                                    31
<PAGE>



LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2001, we had $15,115 in cash and a working capital
deficiency of $5,551,529. We had incurred a net loss of $33,125,577 for
the year ending September 30, 2001 and $4,840,861 for the year ending
September 30, 2000.  Accordingly, our financial statements contain note
disclosures describing the circumstances that raise substantial doubt
about our ability to continue as a going concern.

For the year ended September 30, 2001, our main sources of capital have
been shareholder loans, issuance of notes payable and issuance of common
shares resulting in net cash provided by financing activities of $885,392.
Operating activities resulted in a net use of cash of  $945,449.  However,
our operating assets and liabilities provided us with an additional
$613,157 of working capital, due to active and close management of
accounts payable and receipt of payment in regards to outstanding trade
accounts receivable.

For the year ended September 30, 2000, our main sources of capital were
debt, in the form of notes payable and shareholder loans, and additional
equity, for net cash provided of $6.1 million.  The acquisition of Zed
and other investments resulted in a net use of funds of $8.6 million.
Operations, through collection of trade receivables, also provided cash
of $2.5 million.

NEW ACCOUNTING PRONOUCEMENTS

In July 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standard ("SFAS") No. 141, "Business Combinations"
and SFAS No.142, "Goodwill and Other Intangible Assets". "SFAS No. 141
addresses the initial recognition and measurement of goodwill and other
intangible assets acquired in a business combination and SFAS No. 142
addresses the initial recognition and measurement of intangible assets
acquired outside of a business combination whether acquired individually
 or with a group of other assets."  These standards require all future
business combinations to be accounted for using the purchase method of
accounting.  The Company is required to adopt SFAS No. 141 and 142 on
a prospective basis as of October 1, 2002, however, certain provisions

of these new statements may also apply to any acquisitions concluded
subsequent to September 30, 2001.  "Goodwill acquired after September
30, 2001 will not be amortized but instead will be subject to annual
impairment tests."  The adoption of SFAS No. 141 and SFAS No. 142 is
not expected to have a material effect on the Company's financial
position, results of operations and cash flows for fiscal 2003 and
subsequent years.

                                    32
<PAGE>




PLAN OF OPERATION

With the continued downturn in the telecommunications sector, uncertainty
of demand for fiber optic network capacity and difficult capital markets,
the Company has now re-evaluated its Optica business plan.  As announced
on August 7, 2001, Optica has arranged to acquire bandwidth (OC-3 to
OC-192) from a variety of industry suppliers to create a unique national
network serving 48 North American cities (covering 16,000 route miles)
and its original plans to acquire dark fiber and optical equipment to
create a similar national network of its own will be deferred until
overall market conditions improve.

Consequently, Optica's primary immediate objective is to finalize interim
arrangements with industry bandwidth suppliers and over the next twelve
to fifteen months begin selling Indefeasible Rights of Use (IRUs) to a
nominal number of users within the geographic area served by our fiber
optic network.  An Indefeasible Right of Use is an agreement for the use
of bandwidth over a fixed period of time (usually measured in years).

As and when market conditions improve, the primary objectives for the
business of Optica will include:

- purchasing up to 16,000 route miles of fiber optic cable, linking over
  forty-  eight major metropolitan areas in North America;

- arranging for the purchase, installation and maintenance of the hardware
  necessary to activate and operate the fiber optic network;

- engineering the fiber optic network for maximum flexibility and quality;

- implementing, activating and testing selected routes of our fiber optic
  network; and

- selling Indefeasible Rights of Use (IRUs) to a nominal number of users within
  the geographic area served by our fiber optic network.  An Indefeasible Right
  of Use is an agreement for the use of bandwidth over a fixed period of time
  (usually measured in years).

Depending on customer demand, Optica may choose to purchase and light
certain individual segments or corridors of its own planned network while
continuing to lease bandwidth for all other segments.

Over the twelve months ending September 30, 2002, our primary objectives
with respect to the business of Zed include:

- increasing sales to past and current customers;

- identifying and selling to new customers;

- adjusting product and service offerings to meet customer needs and
  demands; and


                                    33
<PAGE>

- adding professional management, sales and service personnel to meet customer
  needs.

We anticipate that we will be able to complete our revised plan of operations
if we can raise a significantly reduced amount of additional financing that
what we were previously seeking.  Our actual expenditures and business plan
may differ significantly from those anticipated in our plan of operations.
We may decide not to pursue our plan of operations or we may further modify
our plan of operations depending on the amount of financing that we are able
to secure.  Although less onerous given our reduced capital requirement, we
do not currently have any arrangement in place for any debt or equity
financing which would enable us to satisfy the total cash requirements of
our revised plan of operations.
We anticipate that we will incur further operating losses in the foreseeable
future, for a minimum of the next six months, however it is anticipated that
they will be reduced with the short-term business focus shift for Optica.
Our future financial results are also uncertain due to a number of factors,
many of which are outside of our control.  These factors include, but are
not limited to, the following:

- willingness of external investors, including our supplier and vendors, to
  advance sufficient capital and credit to us to finance our revised plan of
  operations in the short-term and then significant capital and credit
  subsequently to purchase the fiber optic hardware and cable to implement
  our longer term business plan and plan of operations;

- general economic conditions, government regulations and increased industry
  competition;

- uncertainty regarding our suppliers' ability to provide us with the required
  fiber optic hardware and dark fiber cable in a timely fashion once this
  business initiative is undertaken;

- whether our fiber optic network can be successfully deployed;

- whether there will be a market for our optical bandwidth services once the
  development of our fiber optic network is completed; and

- whether demand for our optical bandwidth services will be adequate to support
  economically viable continued operations.

Future Cash Requirements

Based on our estimates for operational and capital costs for the next twelve
month period, ending September 30, 2002, we will require a minimum of
approximately $8.5 million to accomplish our revised objectives.

For Optica, we estimate that approximately $2 million will be required to
commence operations and launch a marketing campaign for its just announced
offering of managed bandwidth services. For Zed, we estimate that
approximately $1 million will be required: $0.2 million for debt repayment,
$0.3 million to implement our planned sales and marketing program and $0.5
for acquisition or expansion.

                                    34
<PAGE>

The balance of $5.5 million will be required for the Company to repay debt
of $5 million and to support general corporate expenses, including the
purchase of computer hardware and software, office furniture and equipment,
other information technology equipment, expenses in connection with the
engaging of both senior and intermediate management personnel and other
general operating expenses.

We do not have sufficient funds for the next twelve months of operation.
We believe we have sufficient funds on hand to pay for ongoing operating
costs and capital expenditures at least through December 31, 2001.  We
intend to obtain the balance of the cash requirements through the sale
of our equity securities, proceeds received from the exercise of
outstanding stock options or by obtaining further debt financing.

If Optica was to proceed with its original plan to purchase and create its
own national fiber optic network, currently deferred until likely the
beginning of fiscal 2003, we estimate that in that fiscal period
approximately $279.5 million would be required for the purchase of
fiber optic network hardware, including $25 million for the purchase of
up to 16,000 route miles of fiber optic cable, and $4.5 million to
implement and test the fiber optic network, hire project management
staff, implement our planned sales and marketing program and for other
operating expenses.

Future Research, Development and Operations

Optica Business

On August 7, 2001, Optica announced the immediate availability of
optical bandwidth connecting the top 48 North American cities with
managed bandwidth services from OC-3 to OC-192. Optica is currently
quoting customers for OC-3 to OC-192 managed bandwidth services. Optica
has arranged and will arrange further capacity via third party bandwidth
supply arrangements.

Hence, our purchase of fiber optic network hardware and dark fiber optic
cable has been deferred until further notice, likely the beginning of fiscal
2003.  We are planning a multi-phased deployment of an international fiber
optic network, however, market conditions will govern actual deployment.
The first phase, known as the "Stage One Network", would be located entirely
in North America.  Optica plans to use the Stage One Network to serve 48
North American cities and to migrate the customers it has secured in the
interim, while providing third party bandwidth, over to its Stage One
Network.  Under Optica's revised plan, implementing, activating and
testing selected routes of the Stage One Network would be anticipated for
in early fiscal 2003 with the full fiber optic network being deployed by
the end of the fourth quarter of the year ended September 30, 2003,
subject to sales and customer demand.


                                    35
<PAGE>





Although we have identified several suppliers of fiber optic cable and
hardware, we have not entered into any binding arrangements for the
supply of such materials.  On December 15, 2000, Optica signed a non-
binding letter of intent with a major fiber optical equipment manufacturer
for the supply of approximately $675 million worth of fiber optic network
hardware over an approximate two year period. Negotiations to re-evaluate
and finalize the terms of a supply agreement will resume once it is certain
that the initiative will proceed. In addition, we anticipate to eventually
spend $50 million purchasing dark fiber cable for our network during the
same period.

We expect that our primary customers for our optical bandwidth services will
include competitive local exchange carriers, data oriented local exchange
carriers, internet service providers, inter-exchange carriers and incumbent
local exchange carriers.  In order to compete in the existing markets for
our products and generate consumer awareness, we will be required to
undertake a very aggressive advertising and marketing campaign.  This will
require that we place advertisements in several key trade magazines and
publications, as well as exhibiting our software products at the major
tradeshows held throughout the year.  With Optica's ability to now offer
managed bandwidth services and products from OC-3 to OC-192, we anticipate
implementing an initial sales and marketing program by May,2002.

Zed Business

We intend to hire additional persons in sales management, sales and service,
and to conduct a telemarketing program in an effort to increase our sales
to past and current customers.  The additional sales and marketing personnel
will also focus on identifying and contacting new customers.  We plan to
negotiate with our current and additional hardware and software vendors.
We will also continue to monitor and adjust our product and service
offerings to keep pace with new technology and ever changing customer demand.
Personnel

As of September 30, 2001, we had 18 permanent employees with 10 in the area
of corporate administration, 5 in technology and service and 3 in sales (we
employ a total of 18 people, including consultants).  Over the twelve month
period ending September 30, 2002, we plan to expand our total number of
permanent employees to approximately 40 as a result of Optica's refocused
objective of building its fiber optic network business through the selling
of third party managed bandwidth products until market conditions warrant
Optica to create its own fiber optic network.

Purchase or Sale of Equipment

With the deferral of the purchases planned by Optica for fiber optic network
hardware and fiber optic cable, we do not anticipate that we will expend any
significant amount on equipment for our present or future operations over the
next twelve months.

                                    36
<PAGE>





ITEM  7.     FINANCIAL  STATEMENTS

Our  consolidated  financial statements  stated  in  United States  dollars  are
attached  hereto  and  are found  immediately  following the text of this Annual
Report.

     The consolidated financial statements

     The Company's Consolidated Financial Statements include:

     Consolidated Balance Sheets at September 30, 2001 and 2000

     Consolidated Statements of Operations for the years ended September 30,
     2001 and 2000.

     Consolidated Statement of Changes in Stockholders' Equity (Deficit) for the
     cumulative period from October 1, 1998 to September 30, 2001.

     Consolidated  Statements of Cash Flows for the years ended September 30,
     2001 and 2000.

     Summary of Significant Accounting Policies.

     Notes to the Consolidated Financial Statements.

                                    37
<PAGE>


                              INVESTAMERICA, INC.
                        CONSOLIDATED BALANCE SHEETS
                   (Expressed in United States dollars)

<TABLE>
<CAPTION>

CONSOLIDATED BALANCE SHEETS

                                            September 30,  September 30,
                                                     2001           2000
                                            -------------  -------------
                                              Unaudited
<S>                                          <C>           <C>
Current assets:

   Cash and cash equivalents                 $     15,115  $     70,533
   Accounts receivable                             28,253       404,971
   Notes receivable                               502,328             -
   Other                                            8,319        14,547
                                             ------------  ------------
Total current assets                              554,015       490,051

Long-term investment                                    -     4,000,000
Property and equipment, net                        78,422       126,374
Goodwill, net                                           -    25,742,949
                                             ------------  ------------
Total assets                                 $    632,437  $ 40,359,374
                                             ============  ============

LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)

Current liabilities:
   Accounts payable and accrued liabilities  $ 1,070,375   $    588,057
   Income taxes payable                           19,645              -
   Notes payable                               5,002,534      7,039,755
   Due to related party                           12,990      2,268,345
                                             ------------  ------------
Total current liabilities                      6,105,544      9,896,157
                                             ------------  ------------
Continuing operations (Note 1)
Contingencies (Note 11)

Stockholders' equity (deficit):
Preferred stock, undesignated,
par value $.001, authorized shares
 -5,000,000 at September 30, 2001
and at September 30, 2000;
no shares issued and outstanding                        -             -

Series A convertible preferred stock,
par value $.001, authorized,
issued and outstanding shares
 - 431,081 at September 30, 2001                      431           450
and at September 30, 2000

Series B convertible preferred stock,
par value $.001, 50,000 authorized,
issued and outstanding - none at
September 30, 2001 and
none at September 30, 2000                              -             -

Equity conversion right                        22,218,750    22,218,750

Common stock $.001 par value,
authorized shares - 200,000,000
at September 30, 2001 and
50,000,000 at September 30, 2000;
issued and outstanding shares
 - 47,887,543 at September 30, 2001
and 31,017,622 at September 30, 2000,              44,406        31,017
respectively

Common stock subscribed                           100,000             -
Additional paid-in capital                     11,373,781     6,078,607
Deferred share-based compensation              (1,231,731)   (3,020,187)
Accumulated deficit                           (37,970,997)   (4,845,420)
Accumulated other comprehensive loss               (7,747)            -
                                             -------------  ------------
Total stockholders' (deficit) equity           (5,473,107)  (20,463,217)

Total liabilities and stockholders' equity   $    632,437  $ 30,359,374
                                             ============  ============

</TABLE>

     See Accompanying Notes to these Consolidated Financial Statements

                                     F-1

<PAGE>



                               INVESTAMERICA, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                    (Expressed in United States dollars)
                                 Unaudited
<TABLE>
<CAPTION>

STATEMENTS OF OPERATIONS

                                                     Year ended
                                                    September 30,
                                             ---------------------------
                                                2001            2000
<S>                                          <C>            <C>
Revenues                                     $     509,152  $  1,293,690
Cost of goods sold                                 266,072       890,939
                                             -------------  ------------
Gross profit                                       243,080       402,751
                                             -------------  ------------
Operating expenses:
Selling, general and administrative              1,118,065     1,310,109
Compensation expense                                     -     1,575,000
Amortization of deferred share-based
Compensation                                     1,788,456       740,543
Amortization of goodwill                         4,064,676     1,354,892
Impairment of goodwill                          21,678,273             -
                                             -------------  ------------
Total operating expenses                        28,649,470     4,980,544
                                             -------------  ------------

Loss from operations                           (28,406,390)   (4,577,793)

Other income (expense):
Loss on impairment of investment                (4,000,000)            -
Interest expense                                  (699,542)     (263,068)
                                             -------------  ------------

Loss before income taxes                       (33,105,932)   (4,840,861)

Income tax expense                                  19,645             -
                                             -------------  -------------
Net loss for the period                      $ (33,125,577) $ (4,840,861)
Other comprehensive (loss) income:
Foreign exchange translation adjustment             (7,747)            -

Total comprehensive loss                     $ (33,133,324) $ (4,840,861)
                                             -------------  -------------

Loss per share:
   Basic and diluted                         $       (0.25) $      (0.05)
                                             ============== =============
Weighted average number of
shares used to calculate loss per share:
   Basic and diluted                           131,875,988     98,744,920
                                             ============== ==============

</TABLE>

     See Accompanying Notes to these Consolidated Financial Statements


                                     F-2


<PAGE>


                              INVESTAMERICA, INC.
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                   (Expressed in United States dollars)
                                Unaudited

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                     Year ended
                                                    September 30,
                                             ---------------------------
                                                2001            2000
<S>                                          <C>            <C>

Cash flows from operating activities:
   Net loss for the period                   $ (33,125,577) $  (4,840,861)

Adjustments to reconcile net loss to net
cash provided by (used in) operating
activities:
   Amortization of goodwill                      4,064,676      1,354,892
   Amortization of deferred share-based
      Compensation                               1,788,456        740,543
   Compensation expense                                  -      1,575,000
   Depreciation                                     37,282         14,369
   Loss on impairment of long-term investment    4,000,000              -
   Impairment of goodwill                       21,678,273              -
   Other non-cash items                             (1,716)             -
   Change in operating assets and liabilities:
   Accounts receivable                             376,718      4,354,048
   Notes receivable                               (502,328)             -
   Other current assets                              6,228         691,236
   Accounts payable                                712,894     (1,384,423)
   Income taxes payable                             19,645              -
                                             -------------  -------------
Net cash provided by (used in)
   operating activities                           (945,449)     2,504,804
                                             -------------  -------------

Cash flows from investing activities:
   Purchase of Optica, net of cash
   acquired of $409,066                                  -        409,066
   Purchase of property and equipment               (1,459)       (15,841)
Proceeds from sale of property and equipment         6,098              -
   Purchase of long-term investment                      -     (4,000,000)
   Purchase of Zed, net of cash acquired of $41,031      -     (4,958,969)
                                             -------------  -------------
Net cash provided by (used in)
   investing activities                              4,639     (8,565,744)
                                             -------------  -------------

Cash flows from financing activities:
   Repayment of notes payable                      (39,755)             -
   Proceeds from issuance of notes payable           2,534      3,163,088
   Proceeds from shareholder loans                 240,285      2,268,345
   Proceeds from issuance of common stock          582,328        700,040
   Proceeds from common stock subscription         100,000              -
                                             -------------  -------------
Net cash provided by financing activities          885,392      6,131,473
                                             -------------  -------------
Net increase in cash and cash equivalents          (55,418)        70,533
Cash and cash equivalents, beginning of period      70,533              -
                                             -------------  -------------
Cash and cash equivalents, end of period     $      15,115   $     70,533
                                             -------------  -------------

OTHER SUPPLEMENTAL DISCLOSURES:

Cash paid for interest                       $     123,098   $          -

SUPPLEMENTAL NON-CASH INVESTING & FINANCING DISCLOSURES:

   Acquisition of Optica by issuance of
        Class A convertible preferred stock  $           -   $    (70,634)
   Acquisition of Zed by issuance of equity
        conversion right                     $           -   $(22,218,750)
   Issuance of common stock under
        employment agreements                $           -   $  1,575,000
   Issuance of common stock on preferred
        stock conversion                     $          19   $          -
   Issuance of common stock on settlement
        of shareholder loans                 $   2,495,640   $          -
Issuance of common stock on settlement
       of notes payable                      $   2,000,000   $          -
Issuance of common stock on settlement
       of interest payable                   $     230,576   $          -



</TABLE>

     See Accompanying Notes to these Consolidated Financial Statements


                                     F-3

<PAGE>


                              INVESTAMERICA, INC.
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                   (Expressed in United States dollars)

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                    Class A
                   Convertible                            Additional  Deferred
(Unaudited)        Preferred Stock  Equity    Common Stock             share-
                   ---------------  Conversion ------------ Paid-in    based
                  Shares Amount     Right     Shares Amount Capital compensation
                  ------ ------     --------  ------ ------ ------- ------------
<S>               <C>    <C>     <C>      <C>       <C>     <C>        <C>
Balance,
October 1, 1998
(InvestAmerica)        - $   -   $      - 9,859,148 $ 9,859 $1,177,180 $      -
Net loss               -     -          -         -       -          -        -
                  ------ -----   -------- ---------  ------ ---------- --------
Balance,
September 30, 1999     - $   -   $      - 9,859,148 $ 9,859 $1,177,180 $      -
                  ------ -----   -------- ---------  ------ ---------- --------
Shares issued on
settlement of
lawsuit                -     -          - 4,740,000   4,740  7,368,154        -

Shares issued
for cash               -     -         - 16,148,555  16,148    699,059        -

Cancelled shares       -     -         -   (225,000)   (225)    (5,975)       -
Net income             -     -         -          -       -          -        -
                  ------ -----   -------- ---------  ------ ---------- --------
Balance,
March 15, 2000         -     -         - 30,522,703   30,522  9,838,418       -

Adjustment for
reverse
acquisition on
March 15, 2000         -     -         -          -       -  (9,865,270)      -
                  ------ -----   -------- ---------  ------ ----------- -------
                       -     -         - 30,522,703   30,522    (26,852)      -
                  ------ -----   -------- ---------  ------ ---------- --------
Issued on
acquisition of
Optica          450,000   450          -          -       -      70,184       -

Value of equity
conversion right
issued upon
acquisition of Zed   -      -    22,218,750       -       -           -       -

Compensation expense -      -             - 300,000     300   1,574,700       -

Issued for cash      -      -             - 194,919     195     699,845       -

Deferred
share-based
compensation         -      -             -       -       -   3,760,730
                                                                    (3,760,730)

Amortization
of shared-based
compensation         -      -             -       -       -            - 740,543

Net loss             -      -             -       -       -            -     -
                  ------ -----   -------- ---------  ------ ---------- --------
Balance,
September 30,
2000             450,000 $ 450 22,218,750 31,017,622  31,017  6,078,607
                                                                     (3,020,187)
                 ------- ----- ---------- ----------  ------  --------- --------
Shares issued
on settlement
of notes and
interest payable,
shareholder loans      -     -          -   7,569,906  7,570  4,720,973       -

Conversion of
Series A
Preferred stock -18,919   -19           -   3,500,015     19          -

Issued for cash       -     -           -   5,800,000  5,800    574,200

Amortization
of shared-based
compensation          -     -           -           -      -          -
                                                                       1,788,456

Net loss              -     -           -           -      -          -        -
                 ------- ----- ---------- ----------  ------  --------- --------
Balance,
September 30,
2001           431,081 $431 $22,218,750 47,887,543  $44,406 $11,373,781
                                                                    $(1,231,731)
                 ------- ----- ---------- ----------  ------  --------- --------

</TABLE>

     See Accompanying Notes to these Consolidated Financial Statements

                                     F-4

<PAGE>
                                  INVESTAMERICA, INC.
                   NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          (Expressed in United States Dollars)

1.     Basis of Presentation

The financial statements included herein have been prepared by InvestAmerica,
Inc. (the "Company"), without audit, as the company has been unable to arrange
for the completion of an audit of our financial statements. Accordingly, in
conformity with Regulation S-X, these financial statements do not include all
of the information and notes required by generally accepted accounting
principles for complete financial statements. However, the Company believes
that the disclosures are adequate to make the information presented not
misleading. These financial statements should be read in conjunction with the
financial statements and the notes thereto included in the Company's Quarterly
Reports on Form 10-QSB for the fiscal year 2001. In the opinion of management,
the unaudited financial statements contain all adjustments (consisting only of
normal recurring adjustments) necessary for a fair presentation of the
Company's financial position and results of operations.

2.    Continuing Operations

InvestAmerica, Inc. ("the Company"), through its wholly owned subsidiary, Zed
Data Systems Corp. ("Zed"), provides public and private sector end users with
data communication solutions across North America.  The short term business
focus of its wholly owned subsidiary Optica Communications Inc.'s ("Optica")
is now the resale of third party optical bandwidth products. Mid to long term,
Optica plans to create its own national network connecting up to 48 cities in
North America and covering approximately 16,000 route miles. InvestAmerica is
a public company quoted on the NASD OTC Bulletin Board.

The accompanying consolidated financial statements have been prepared on
going-concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business.  At September
30, 2001, the Company had a working capital deficiency of $5,551,529.  The
Company incurred a net loss of $33,125,577 for the year ended September 30,
2001.  The company is reliant on current and future stockholders' financial
support to assist in meeting cash flow needs. These factors, among others,
raise substantial doubt about the Company's ability to continue as a going
concern.

Management has evaluated the Company's alternatives to enable it to pay its
liabilities as they become due and payable in the current year, reduce
operating losses and obtain additional or new financing in order to advance
its business plan.  Alternatives being considered by management include,
among others, obtaining financing from new lenders, obtaining vendor
financing, and the issuance of additional equity.  On August 7, 2001, the
short term business focus of Optica was modified to generate revenues more
quickly and reduce the need for capital.  The Company believes these measures
will provide liquidity for it to continue as a going concern throughout
fiscal 2002, however, management can provide no assurance with regard thereto.


                                     F-5

<PAGE>


                                  INVESTAMERICA, INC.
                   NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          (Expressed in United States Dollars)

The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts
and classification of liabilities that might be necessary should the Company
be unable to continue.


3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

These consolidated financial statements have been prepared by management in
accordance with accounting principles generally accepted in the United States
and include the accounts of the Company and its subsidiaries.  All significant
inter-company transactions have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the Company's consolidated financial
statements and accompanying notes. While the Company believes that such
estimates are fair when considered in conjunction with the consolidated
financial position and results of operations taken as a whole, the actual
amount of such estimates, when known, will vary from these estimates.


Cash and Cash Equivalents

Cash consists of current account balances with major US and Canadian
financial institutions with terms of less than 90 days.


Long-Term Investment

As at September 30, 2001, InvestAmerica's long-term investment was $nil.  As
at September 30, 2000, InvestAmerica's long-term investment consisted solely
of an investment in preferred shares accounted for under the cost method.

Fair Value of Financial Instruments

At September 30, 2001 and 2000, the Company has the following financial
instruments: cash and cash equivalents, accounts receivable, available-for-
sale investments, accounts payable and accrued liabilities and notes payable.
The carrying value of cash and cash equivalents, accounts receivable,
accounts payable and accrued liablilites and notes payable approximates
their fair value based on their liquidity and/or short-term nature.


                                     F-6

<PAGE>

                                  INVESTAMERICA, INC.
                   NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          (Expressed in United States Dollars)


Inventories

Inventories, consisting entirely of finished goods, are valued at the lower
of laid-down cost or net realizable value and are accounted for using the
specific cost method.  Management performs periodic assessments to determine
the existence of obsolete, slow moving and non-saleable inventories, and
records necessary provisions to reduce such inventories to net realizable
value.


Property and Equipment

Property and equipment are recorded at cost less accumulated depreciation.
The carrying value of property and equipment is reviewed periodically for any
impairment in value.  Depreciation of property and equipment is provided
using the following rates and methods:

      Computer Hardware                  30% declining balance
      Computer Software                  2 years straight line
      Office furniture and equipment     20% declining balance


Goodwill

Goodwill is carried at cost less accumulated amortization and is amortized
on a straight line basis over the economic lives of the respective assets,
generally five years.


Impairment of Long-Lived Assests

The Company makes periodic reviews for the impairment of long-lived assets,
including goodwill, whenever events or changes in circumstances indicate
the carrying amount of an asset may not be recoverable.  Under Statement
of Financial Accounting Standard ("SFAS") No. 121, an impairment loss would
be recognized when estimates of undiscounted future cash flows expected to
result from the use of an asset and its eventual disposition are less than
its carrying amount.  An impairment of goodwill was identified by the Company
in the year ended September 30, 2001.  During the third quarter of 2001,
an impairment of goodwill for $21,678,273 was recorded.




                                     F-7

<PAGE>






                                  INVESTAMERICA, INC.
                   NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          (Expressed in United States Dollars)



Concentration of Credit Risk and Economic Dependence

Financial instruments that potentially subject the Company to a concentration
of credit risk consist principally of cash and cash equivalents and accounts
receivable.  Cash and cash equivalents are custodied with high-quality
financial institutions to mitigate exposure to credit risk.  The Company had
revenues from three customers during the year ended September 30, 2001 that
accounted for 63% of equipment sales and services and three other customers
that accounted for 78% of trade accounts receivable as at September 30, 2001.

Revenue Recognition

The Company generates revenue primarily from the sale of data communications
equipment and data communications solutions through Zed.  Revenue is
recognized where persuasive evidence of an arrangement exists, delivery,
installation or service is performed, the fee is fixed or determinable and
collection is probable.  If uncertainty exists about customer acceptance,
revenue is deferred until acceptance occurs.  Where an acceptance period is
required, revenues are only recognized upon customer acceptance.

Foreign Currency Translation

The functional currency of the Company and its subsidiaries is the US dollar.
Assets and liabilities denominated in other than the US dollar are translated
using the exchange rates prevailing at the balance sheet date.  Revenues and
expenses are translated using average exchange rates prevailing during the
period.  Gains and losses on foreign currency transactions and translation are
recorded in the statement of operations.


Advertising

The Company expenses advertising costs as they are incurred.  Advertising
expense is included in selling, general and administrative operating expenses
and amounts to $5,950 and $25,900 in the years ended September 30, 2001 and
2000, respectively.


Income Taxes

The Company accounts for income taxes under the provisions of SFAS No. 109,
Accounting for Income Taxes.  This statement provides for a liability approach
under which deferred income taxes are provided based on currently enacted tax
laws and rates.  Valuation allowances are established, when necessary, to
reduce deferred tax assets to the amounts expected to be realized.

                                     F-8

<PAGE>


                                  INVESTAMERICA, INC.
                   NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          (Expressed in United States Dollars)


Segmented Information

Currently, the Company is principally engaged in providing data communications
solutions within North America.  Accordingly, the Company considers itself to
be in a single industry and geographic segment.  All of the Company's long-
lived assets are owned by its wholly-owned subsidiary, Zed which operates
exclusively in North America.  The Company allocates revenue based on the
location of the customer, all of which are located in North America.


Stock-Based Compensation

As permitted under SFAS No. 123, Accounting for Stock-Based Compensation, the
Company has accounted for employee stock options in accordance with Accounting
Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued to
Employees.  Deferred compensation charges arise from those situations where
options are granted at an exercise price lower than the fair value of the
underlying common shares.  These amounts are amortized as charges to
operations over the vesting periods of the individual stock options.

Loss Per Share

Basic loss per share is computed by dividing the net loss available to common
stockholders by the weighted average number of common shares outstanding for
the period. For purposes of this calculation, since Series A Preferred Stock
and the Series B Preferred Stock issuable under the equity conversion right
are convertible into common shares, they have been included in the calculation
of the weighted average number of common shares outstanding for the period.
Outstanding stock options have been excluded from the computation of diluted
per share amounts since the effort would be antidilutive.

Comprehensive Income

Statement of Financial Accounting Standards No. 130, Reporting Comprehensive
Income, establishes standards for the reporting and display of comprehensive
income and its components (revenue, expenses, gains and losses) in a full set
of general-purpose financial statements. In addition to a net loss, a foreign
exchange translation adjustment contributed to other comprehensive loss for
the year ended September 30, 2001.



                                     F-9

<PAGE>








                                  INVESTAMERICA, INC.
                   NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          (Expressed in United States Dollars)



Recent Accounting Pronouncements

In December 1999, the SEC issued Staff Accounting Bulletin No. 101 ("SAB
101"), "Revenue Recognition in Financial Statements." SAB 101 summarizes the
requirements that must be met in order to recognize revenue and provides
guidance for disclosure of revenue recognition policies.  The Company is
required to implement SAB 101, effective the quarter ended September 30,
2001, with retroactive application to the beginning of the Company's fiscal
year. The Company has assessed the impact of SAB 101 and does not expect the
adoption to have a material effect on its financial position or results of
operation.

In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard ("SFAS") No. 141, "Business Combinations" and
SFAS No.142, "Goodwill and Other Intangible Assets". "SFAS No. 141 addresses
the initial recognition and measurement of goodwill and other intangible
assets acquired in a business combination and SFAS No. 142 addresses the
initial recognition and measurement of intangible assets acquired outside of
a business combination whether acquired individually or with a group of
other assets."  These standards require all future business combinations to
be accounted for using the purchase method of accounting.  The Company is
required to adopt SFAS No. 141 and 142 on a prospective basis as of October 1,
2002, however, certain provisions of these new statements may also apply to
any acquisitions concluded subsequent to September 30, 2001. "Goodwill
acquired after September 30, 2001 will not be amortized but instead will be
subject to annual impairment tests."  The adoption of SFAS No. 141 and SFAS
No. 142 is not expected to have a material effect on the Company's financial
position, results of operations and cash flows for fiscal 2003 and subsequent
years.


4.  ACCOUNTS RECEIVABLE

                                       September 30, 2001  September 30, 2000
                                       ------------------  ------------------
Trade accounts receivable                       $  30,254          $  451,082
Note receivable                                     8,344               9,462
Income taxes receivable                                 -              17,958
Other accounts receivable                               -               7,446
Allowance for doubtful accounts                   (10,355)            (80,977)
                                                ----------         -----------
                                                $  28,253          $  404,971
                                                =========          ===========

The note receivable does not bear interest and is unsecured.

                                     F-10

<PAGE>


                                  INVESTAMERICA, INC.
                   NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          (Expressed in United States Dollars)


5.  NOTES RECEIVABLE

Notes receivable of $502,328 consists of $500,000 due from a shareholder for
the purchase of 5,000,000 shares of common stock and $2,328 due from a
shareholder for overpayment of debt settlement.

6.  LONG-TERM INVESTMENT

In January 2000, InvestAmerica made an investment in OIP Ltd. (formerly known
as Omnigon International Ltd.), a private development stage company involved
in the communications industry, through the purchase of 666,667 shares of
Class C Preferred Stock at $6.00 per share for an aggregate purchase price of
$4,000,000. The Class C Preferred Stock is convertible into common shares of
OIP on a one-for-one basis. OIP Ltd. ("OIP") made a rights offering in
February 2001 at a price of $0.18 per share of Class D Preferred Stock,
convertible on a one-for-one basis into common shares of OIP.  The Company
elected not to make any further investment in OIP.

In accordance with the rules of SFAS No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", management
performed a review of its existing long-term investment in OIP, during the
second quarter of 2001. OIP is not a publicly traded company and the Company
does not have sufficient evidence to ascertain its value. Due to the dilution
as a result of the rights offering, the difficulties facing the
telecommunications sector, and the need for OIP to raise significant amounts
of capital to execute its business plan and generate its first revenues,
management concluded that the value of the investment was impaired.
Consequently, recognizing the impairment in its value, the investment was
written off in the second quarter.


                                     F-11

<PAGE>






















                                  INVESTAMERICA, INC.
                   NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          (Expressed in United States Dollars)




7.  PROPERTY AND EQUIPMENT

                                       September 30, 2001   September 30, 2000
                                       ------------------   ------------------
Cost:
   Computer hardware                           $    64,386         $   101,309
   Computer software                                 6,515               8,668
   Office furniture and equipment                   26,884              28,168
                                               -----------         -----------
                                               $    97,785         $   138,145
Less accumulated depreciation
   Computer hardware                                 7,226               8,181
   Computer software                                 6,515               2,032
   Office furniture and equipment                    5,622               1,558
                                               -----------         -----------
                                                    19,363              11,771
                                               -----------         -----------
                                               $    78,422         $   126,374
                                               -----------         -----------

8.  GOODWILL

                                       September 30, 2001   September 30, 2000
                                       ------------------   ------------------
Goodwill                                       $27,097,841         $27,097,841
Less:  Accumulated amortization                 -5,419,568          -1,354,892
                                               -----------         -----------
                                                21,678,273          25,742,949
Less:  Impairment of goodwill                  -21,678,273                   -
                                               -----------         -----------
                                               $         -         $25,742,949
                                               ===========         ===========

9.  IMPAIRMENT OF GOODWILL

In accordance with the rules of SFAS No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", the Company
performed a review of its long-lived assets during the third quarter of 2001.
Management determined that there was an impairment in the value of goodwill
based on several factors, including the continued downturn in the
telecommunications sector and the unprecedented reductions in information
technology and capital spending.  As a result, the Company recorded an
impairment charge of $21,678,273, equal to the remaining net book value of
goodwill related to the Zed acquisition.


                                     F-12

<PAGE>

                                  INVESTAMERICA, INC.
                   NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          (Expressed in United States Dollars)



10.  ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

The components of accounts payable and accrued liabilities were as follows:

                                       September 30, 2001   September 30, 2000
                                       ------------------  -------------------
Trade accounts payable                         $   210,892         $   185,542
Other accounts payable                              23,608                   -
Accrued compensation                               172,849              79,403
Accrued interest due to related parties            663,026             323,112
                                               -----------         -----------
                                               $ 1,070,375         $   588,057
                                               ===========         ===========

11.  NOTES PAYABLE

The components of notes payable were as follows

                                       September 30, 2001   September 30, 2000
                                       ------------------   ------------------
Smith Shelf Company Number 15 Ltd.             $ 3,930,635         $ 3,930,635
Ewing Consulting Corp.                             705,809             703,275
Due to shareholder/director                        366,090             366,090
                                               -----------         -----------
                                                 5,002,534           5,000,000
Due to shareholder and director                          -           2,000,000
Global Futures                                           -              39,755
                                               -----------         -----------
                                               $ 5,002,534         $ 7,039,755
                                               ===========         ===========

The notes payable to Smith Shelf Company Number 15 Ltd. and $703,275 of the
notes payable to Ewing Consulting Corp, both related parties of the Company
with a shareholder and director in common, and the amount due to
shareholder/director arose pursuant to the purchase of Zed Data Systems Corp.
on July 7, 2000. The notes are payable in 6 equal monthly installments
aggregating $715,000 commencing February 28, 2001, followed by one final
installment aggregating $710,000 on August 31, 2001.  The notes remain
outstanding at September 31, 2001.  The notes bear interest at 12% per annum
and are secured by a security interest in all of our assets including our
shares of Zed common stock.

In addition, a note payable of $2,534 to Ewing Consulting Corp. bears
interest at 12% per annum, is unsecured and has no fixed repayment terms.



                                     F-13

<PAGE>

                                  INVESTAMERICA, INC.
                   NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          (Expressed in United States Dollars)


12.  DUE TO RELATED PARTY

An amount of $12,990 is due to a shareholder of the Company in respect of
expenses incurred by the individual on behalf of InvestAmerica at September
30, 2001.  These amounts bear no fixed repayment terms, does not bear
interest, and is due on demand.

On August 22, 2001, the Company settled a debt of $197,672 to a shareholder/
director of the Company by issuance of 1,976,720 common shares
at a price of $0.10 per share.

On July 27, 2001, the Company made a partial payment of $80,000 to a
shareholder.

On May 31, 2001, the Company repaid a debt of $85,263 to a related party
consisting of a promissory note of $42,933 and accrued interest of $42,330.
During the second quarter, on March 9, 2001, the Company settled a debt of
$2,528,543 to a director by issuance of 5,233,368 common shares at a price
of $0.48 per share.  The debt consisted of a promissory note of $2,000,000,
a shareholder loan of $297,967 and accrued interest of $230,576.  During
the first quarter, on December 5, 2000, the Company settled a shareholder
loan of $2,000,000 to a director by issuance of 336,538 common shares at a
price of $5.94 per share.

13.  STOCK OPTIONS

During the year ended September 30, 2001, the following stock options were
granted: i) on December 7, 2000, to purchase up to an aggregate of 3,500,000
shares of common stock (with an additional 1,500,000 approved but not
granted) at an exercise price of $0.66 per share for a 5 year term, vesting
monthly over 24 months and ii) on January 2, 2001, to purchase up to an
aggregate of 350,000 shares of common stock at an exercise price of $0.56 per
share for a 5 year term, vesting monthly over 24 months. As at September 30,
2001, a total of 14,705,000 stock options were granted and outstanding.


14.  SEGMENTED INFORMATION

Currently, the Company is principally engaged in providing data
communications solutions within North America.  Accordingly, the Company
considers itself to be in a single industry and geographic segment.  All of
the Company's long-lived assets are owned by its wholly-owned subsidiary,
Zed which operates exclusively in North America.  The Company allocates
revenue based on the location of the customer, all of which are located in
North America.



                                     F-14

<PAGE>

                                  INVESTAMERICA, INC.
                   NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          (Expressed in United States Dollars)


15.   COMMITMENTS

Operating Leases:

The Company leases office facilities under operating leases.  Future minimum
operating lease payments for the years ending September 30 are due as follows:

                     2002            $  66,190
                     2003               66,190
                     2004               55,160
                                     ---------
                                     $ 187,540
                                     =========


Rent expense totaled approximately $66,886 for the year ended September 30,
2001 and $20,959 for the year ended September 30, 2000.



16.  CONTINGENCIES

During fiscal 1999, a shareholder of the Company (the "Shareholder") obtained
two default judgments against the Company, one of which was for the payment
of money, and the second recognizing the Shareholder as the Company's sole
director and officer.  The Shareholder alleges that the Company settled the
matters addressed in these two default judgments in a settlement agreement
(the "First Settlement Agreement") whereby the Company agreed to (i) issue
common shares to the Shareholder such that he would then own 95% of the total
amount of issued and outstanding common shares; (ii) deem the Shareholder
the rightful owner of certain common shares issued by Fidelity Holdings,
Inc. (the "Fidelity Shares") and certain royalties owed by a third party
(the "Royalties"); and (iii) recognize the Shareholder as the Company's sole
director and Chief Executive Officer.

The Company claims that the First Settlement Agreement was obtained without
management's knowledge.  Upon becoming aware of the First Settlement
Agreement, the Company entered into a second settlement agreement (the
"Second Settlement Agreement") with the Shareholder in which the Shareholder
relinquished his claims to the matters established in the First Settlement
Agreement in exchange for (i) 4,740,000 common shares of the Company (the
"Settlement Shares"); and (ii) the Company's agreement that the Shareholder
is the rightful owner of the Fidelity Shares and the Royalties.  The financial
statements have been presented to reflect the Second Settlement Agreement.


                                     F-15

<PAGE>



                                  INVESTAMERICA, INC.
                   NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          (Expressed in United States Dollars)


Subsequent to the date of the Second Settlement Agreement, the Company issued
the Settlement Shares.  The certificate evidencing the Settlement Shares had
a restrictive legend on it.  The Shareholder arranged for the Court to require
the exchange of the Settlement Shares for shares without any restrictive
legend.  The Company alleges that it did not receive notice of the hearing
on this matter and that the Court's order with respect to it was obtained
improperly.

The Shareholder and purportedly the Company on February 28, 2001 commenced
another law suit against Brian Kitts, Douglas Smith, Olde Monmouth Stock
Transfer Co. Inc. and other unnamed defendants, claiming that the Shareholder
and another individual are the directors and officers of the Company, and
further denies the validity and enforceability of the Second Settlement
Agreement, and makes various claims for damages.  Brian Kitts and Douglas
Smith claim that by a majority consent in October, 1999 Brian Kitts obtained
control of the Company and subsequently Douglas Smith and other directors
were duly appointed, and further, that the Second Settlement Agreement is
valid and enforceable.

These two legal matters have now been consolidated into one law suit.

The Shareholder has also sued Fidelity Holdings, Inc. in a separate action in
United States District Court, in which ownership of the Fidelity Shares is an
issue.  The Shareholder takes the position in this action that the Second
Settlement Agreement does not bind him.  The Company had entered an appearance
in this action to assert that if the Second Settlement Agreement does not
apply to the Shareholder, then the Company asserts ownership to the Fidelity
Shares.  The Court has ruled that the Company has no ownership interest in the
Fidelity Shares. On October 19, 2001, the Federal court case involving Mr.
Tepper and Fidelity Holdings, in which the Company was named as a defendant,
has been concluded and all claims against the Company have been dismissed.
The trial date for the pending state court case is unknown at this time.
Management is uncertain as to the resolution of these matters at this time.


                                     F-16

<PAGE>
















                                  INVESTAMERICA, INC.
                   NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          (Expressed in United States Dollars)




17.  SHAREHOLDERS' EQUITY (DEFICIT)

(a)  Series A Preferred Stock

Series A Preferred Stock carry rights to receive cumulative dividends, are
voting and are convertible into 185 shares of Common Stock at the option of
the holder at any time, subject to adjustment under certain circumstances.
The Company requires the affirmative consent of two-thirds of the Series A
Preferred Stockholders prior to liquidation, selling principle assets,
merging or consolidated the Company, declaring dividends, or making changes
in the authorized capital stock of the Company or issuing additional
preferred shares.  The Company may, at its option, require all Series A
Preferred Stockholders to convert their shares of Series A Preferred Stock
into shares of Common Stock at any time on or after the closing of the sale
of shares of Common Stock in an underwritten public offering pursuant to a
registration statement under the Securities Act of 1933 of the United States,
as amended, resulting in at least $50 million of gross proceeds to the
Company, or the closing by the Company of a merger or reorganization pursuant
to which the Company is not the entity surviving such merger or
reorganization.  In the event of a liquidation, dissolution or winding up
of the Company, Series A Preferred Stockholders will be entitled to an
amount equal to $0.10 per share, before payment has been made to Series B
Preferred Stockholders.  18,919 Series A Preferred Stock were converted
into 3,500,015 common shares during the year. 431,081 Series A Preferred
Shares are outstanding at year end.

(b)  Series B Preferred Stock

Series B Preferred Stock carry rights to receive cumulative dividends, are
voting and are convertible into 300 shares of Common Stock at the option
of the holder at any time, subject to adjustment under certain
circumstances.  The Company requires the affirmative consent of two-thirds
of the Series B Preferred Stockholders prior to liquidation, selling
principle assets, merging or consolidated the Company, declaring dividends,
or making changes in the authorized capital stock of the Company or
issuing additional preferred shares.  The Company may, at its option,
require all Series B Preferred Stockholders to convert their shares of
Series B Preferred Stock into shares of Common Stock at any time on or
after the closing of the sale of shares of Common Stock in an underwritten
public offering pursuant to a registration statement under the Securities
Act of 1933 of the United States, as amended, resulting in at least $50
million of gross proceeds to the Company, or the closing by the Company of


                                     F-17

<PAGE>


                                  INVESTAMERICA, INC.
                   NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          (Expressed in United States Dollars)


a merger or reorganization pursuant to which the Company is not the entity
surviving such merger or reorganization.  In the event of a liquidation,
dissolution or winding up of the Company, Series B Preferred Stockholders
will be entitled to an amount equal to $0.10 per share, after payment has
been made to Series A Preferred Stockholders.  The Company designated and
reserved for issuance 50,000 Series B Preferred Stock during the year ended
September 30, 2000.

(c)  Share Purchase Warrants

As part of stock financing, the Company has issued 170,957 share purchase
warrants pursuant to which the holder is given the right to purchase
170,957 common shares at prices ranging from $0.30 to $1.25 per share.  The
right to exercise these warrants vests immediately and are exercisable for
one year from the date of issuance. All issued warrants have now expired.

(d)  Equity Conversion Right

In consideration for the acquisition of Zed (see Note 3), the Company
granted the right to exchange 50,000 Class D preferred shares of Zed for
50,000 Series B preferred shares of InvestAmerica at the option of the
vendor.  The conversion right has been valued at $22,218,750, the value
attributable to the shares as at the date of acquisition.


18.  STOCK BASED COMPENSATION


Employee  Stock  Option  Plan

Under  the  terms of the Incentive Stock Option Plan, the Board of Directors may
grant  incentive  and  non-qualified  stock  options  to   employees,  officers,
directors,  independent  consultants  and  contractors  of InvestAmerica and its
subsidiaries.  Generally,  the Company grants stock options with exercise prices
equal  to  the  quoted market value of the common share on the date of grant, as
determined by the Board of Directors.  Options generally vest over a two to four
year  period,  but  the  Board  of  Directors  may provide for different vesting
schedules  in  particular cases.  Option terms cannot exceed five years from the
date  of  grant.

                                     F-18

<PAGE>





                                  INVESTAMERICA, INC.
                   NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          (Expressed in United States Dollars)




A  summary  of  stock  option  activity  and  information  concerning  currently
outstanding and exercisable options is as follows:


                                   Options Outstanding
                              --------------------------------
                                                       Weighted
                              Options       Number of  Average
                              Available      Common    Exercise
                              for Grant      Shares    Price
                             ------------  ----------  ------

Balance, September 30, 1999            -            -       -
Options authorized. . . . .   20,000,000            -       -
Options granted . . . . . .  (10,600,000)  10,600,000    2.69
                             ------------  ----------  ------
Balance, September 30, 2000    9,400,000   10,600,000  $ 2.69
Options granted               (4,105,000)   4,105,000    0.65
                             ------------  ----------  ------
Balance, September 30,2001     5,295,000   14,705,000  $ 2.12
                             ============  ==========  ======

Share-Based  Compensation

Under  APB  Opinion  No.  25,  because the exercise price of the Company's stock
options  granted  to employees generally equals the fair value of the underlying
stock  on  the  date  of grant, no compensation expense is recognized.  Deferred
compensation  expense  of  $3,760,730 was recorded during 2000 for those options
granted  to  consultants.  The deferred compensation is being amortized over the
vesting  period  of  the  underlying  options.  Amortization  of  the  deferred
share-based  compensation  balance  of  $3,020,187 at September 30, 2000 will be
$1,788,456,  $1,200,121 and $31,001 during the fiscal years ending September 30,
2001,  2002  and  2003,  respectively.

Compensation  expense  recognized  in providing pro forma disclosures may not be
representative  of the effects on pro forma earnings for future years since SFAS
No.  123  applies  only  to  options  granted  after 1996.



                                     F-19

<PAGE>








                                  INVESTAMERICA, INC.
                   NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          (Expressed in United States Dollars)



19.  INCOME TAXES

Deferred income taxes result principally from temporary differences in the
recognition of certain revenue and expense items for financial and income
tax reporting purposes.  Significant components of the Company's deferred
tax assets and liabilities as of September 30, 2001 are as follows:



                                       September 30, 2001   September 30, 2000
                                       ------------------  -------------------
Deferred income tax assets
   Net operating tax loss carry-forwards       $ 4,424,108         $ 1,599,811
   Book and tax base differences on assets               -               7,050
                                               -----------         -----------
Total deferred income tax assets                 4,424,108           1,606,861
Total deferred income tax liabilities                    -                   -
Valuation allowance for deferred
                income tax assets               (4,424,108)         (1,606,861)
                                               -----------         -----------
Net deferred income tax assets                 $         -         $         -
                                               ===========         ===========

Due to the uncertainty surrounding the realization of the deferred income tax
assets in future income tax returns, the Company has a recognized 100%
valuation allowance against its deferred income tax assets.

As of September 30, 2001, the Company has tax loss carry-forwards of
approximately $4,424,108 available to reduce future years' income for tax
purposes. These carry-forward losses expire in 2006.


20.  RELATED PARTY TRANSACTIONS

The Company has a note payable to Ewing Consulting Corp. with a principle
balance of $703,275 with accrued interest thereon of $104,509 outstanding
at year end.

The Company has another note payable to Ewing Consulting Corp. for $2,534
with accrued interest thereon of $12 outstanding at year end.

The Company has a note payable to Smith Shelf Company Number 15 Ltd. with
a principal balance of $3,930,635 with accrued interest thereon of $584,103
outstanding at year end.

The Company repaid Global Futures Corporation a debt of $85,263 consisting
of a promissory note of $42,933 and accrued interest of $42,330.

                                     F-20

<PAGE>

                                  INVESTAMERICA, INC.
                   NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          (Expressed in United States Dollars)


The Company has a note payable to a major shareholder with a principal
balance of $366,090 and accrued interest thereon of $54,402.  A payment of
$80,000 was made to the shareholder in the fourth quarter.  The outstanding
amount owing to the shareholder at September 30, 2001 is $340,492. The
Company made principal repayments of $84,574 and interest payments of $768
to the same shareholder above in respect of loans made during the year.


The Company settled a debt of $2,528,543 to another major shareholder and
director by issuance of 5,233,368 common shares at a price of $0.48 per
share.  The debt consisted of a promissory note of $2,000,000, a shareholder
loan of $297,967 and accrued interest of $230,576. The Company settled a
shareholder loan of $197,672 with the same shareholder/director by issuance
of 1,976,720 common shares at a price of $0.10 per share. The Company
settled another shareholder loan of $2,000,000 with the same shareholder/
director by issuance of 336,538 common shares at a price of $5.94 per share.
The same shareholder/director owes the Company $502,328 for a private
placement to purchase 5,023,280 common shares at a price of $0.10 per share.

The Company owes another shareholder $12,990 at year end for shareholder
loans made during the year.

The Company paid a shareholder $15,000 for repayment of loans made during
the year.

The Company incurred $12,835 for consulting services provided by a former
director during the year.  The Company paid $5,000 during the year with
an amount of $7,835 outstanding at year end.

21.  RESTATEMENT

Subsequent to the issuance of the Company's interim condensed consolidated
financial statements for the three months and nine months ended June 30,
2000, the Company determined that its March 15, 2000 reverse acquisition of
Optica Communications International Inc. was accounted for incorrectly.  The
Company also determined that certain amounts had been misclassified between
stockholders' equity and liabilities.  As a result, the interim condensed
consolidated financial statements as of and for the three months and nine
months ended June 30, 2000 have been restated from amounts previously
reported to appropriately account for the reverse acquisition as well as
reclassify certain funding activity from stockholders' equity to liabilities.


                                     F-21

<PAGE>






                                  INVESTAMERICA, INC.
                   NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          (Expressed in United States Dollars)




A summary of the significant effects of the restatement is as follows:

                                                   As restated   As previously
                                                                      reported
                                                   -----------   -------------
For the three months ended June 30, 2000:
Operating expenses                                 $   180,015    $   170,116
Net loss                                              (240,015)      (170,116)
Net loss per share - basic and diluted                   (0.00)         (0.01)
Weighted average shares outstanding                114,267,622     16,783,001
For the nine months ended June 30, 2000:
Operating Expenses                                 $ 1,741,226     $ 2,239,091
Forgiveness of Indebtedness                                  -         810,206
Net Loss                                            (1,801,226)     (1,428,885)
Net Loss per share - basic and diluted                   (0.02)          (0.07)
Weighted average shares outstanding                 95,382,808      20,469,073
As of June 30, 2000:
Due to Related Party                               $ 1,456,691     $         -
Notes Payable - Related Party                        2,000,000          21,020
Long Term Debt - Officer                                     -       1,981,621
Additional Paid in Capital                           2,317,877      14,503,905
Accumulated Deficit                                 (1,805,784)    (11,611,446)
Total Stockholders' Equity                             543,560       2,924,027


22.  SUBSEQUENT EVENTS

Subsequent to the year ended September 30, 2001, the Company:

i)  incurred a debt of $65,188 due to a shareholder of the Company for various
loans advanced to the Company.  These amounts bear no fixed repayment terms,
does not bear interest, and are due on demand.

ii)  Entered into a conditional agreement to purchase WiseNet Communications
Inc. for $10,000,000 and 20,000,000 common shares.

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

We made no changes of accountants and had no disagreements during the year.

                                      F-22

<PAGE>











                                    PART III

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

     All  of  our  directors  serve  until  the  next  annual general meeting of
stockholders  and until their successors are elected and qualified, or until the
earlier of death, retirement, resignation or removal.  Subject to any applicable
employment  agreement,  our  executive  officers  serve at the discretion of the
Board  of  Directors,  and  are  appointed  to  serve  until  the first Board of
Directors  meeting  following  the  annual  meeting  of  stockholders.

     Our  directors,  executive  officers and other significant employees, their
ages,  positions  held  and  duration  as  such,  are  as  follows:


                                                            DATE FIRST
NAME          POSITION HELD WITH THE COMPANY       AGE  ELECTED OR APPOINTED
------------  ------------------------------       --- --------------------

Brian Heard   President,
              Chief Executive Officer and              Appointed to all offices
              Chairman of the Board of Directors   45  May 24,2001
------------  ----------------------------------   --  -----------------
Brian Kitts   Secretary, Treasurer and Director    45  Director since
                                                       October 11, 1997.
                                                       President, Secretary
                                                       and Treasurer since
                                                       October 11, 1999
------------  ----------------------------------   --  -----------------
Neil Wieler  Director of Technology (Optica)       52  March 6, 2000
------------  ----------------------------------   --  -----------------
Merlin D. Mott Systems Engineer and Manager of     28  January 2, 1996
               Technical Services (Zed)
------------  ----------------------------------   --  -----------------

The following is a brief account of the business experience  during  at  least
the  past  five  years of each  director,  executive officer and key employee,
indicating  the  principal occupation during  that  period,  and  the name and
principal business of the organization in which such occupation and employment
were  carried  out.

Brian Heard - President, Chief Executive Officer and Chairman of the Board of
Directors

     Brian Heard is  our  President, CEO,  director and Chairman of our Board of
Directors and a founder of Optica.  He had previously founded ICN Communications
Inc., a Voice over IP startup offering long distance services. Mr Heard has been
in the communications industry since 1984.


                                     38
<PAGE>




Brian  A.  Kitts  -  Secretary, Treasurer and Director

     Brian  A.  Kitts  is  our  Secretary, Treasurer and a director.  He was our
President  until  we  acquired  all the issued and outstanding shares of Optica.
Mr.  Kitts  was  a consultant for various clients and manufacturers from 1995 to
1999.  Mr.  Kitts  founded  and was the President of Beechwood Design in 1983, a
private  company  specializing  in  store  fixture design and manufacturing.  He
built  Beechwood  Design from 4 employees and $300,000 in revenue in 1983 to 140
employees and $7,000,000 in revenues in 1995, at which time he sold the company.
He  acquired  an  interest  in  our  company  in  December  of  1997.

     Mr.  Kitts  is  currently  an  industry  consultant for various clients and
manufacturers.  He  obtained  his  Architectural  Design  degree  in  1975.

Neil  Weiler - Director of Technology (Optica Communications International Inc.)

     Mr.  Weiler  is  the Director of Technology Development for Optica.  He has
executive  management  experience complemented by a strong technical background.
He began his career in large corporate network design, then progressed to senior
account  management  with  Sprint  Canada,  3Com  Corporation  and  Marconi
Communications  (formerly  FORE  Systems).

Merlin  D.  Mott  - Systems Engineer and Manager of Technical Services (Zed Data
Systems  Corp.)

     Mr.  Mott  is a Systems Engineer and Manager of Technical Services for Zed.
He  is  qualified  as  a  Cisco  Certified Network Associate and Cisco Certified
Design Associate, and has experience in local area network and wide area network
integration,  planning  and  implementation.  Mr.  Mott  has  a strong technical
background,  and   began  his  career  in  hardware  and  software  support  and
maintenance  with  Kroll  Computer  Systems  Inc.  in  1995.

Family  Relationships

     There  are  no family relationships among directors, executive officers, or
persons  nominated  or  chosen  by  the Company to become directors or executive
officers.

Involvement  in  Certain  Legal  Proceedings

     During  the  last  five years, none of our directors, executive officers or
control  persons  have  been:

-     a  party  to  a  bankruptcy proceeding by or against any business of which
such person was a general partner or executive officer either at the time of the
bankruptcy  or  within  two  years  prior  to  that  time;

-     convicted  in  a  criminal  proceeding or is subject to a pending criminal
proceeding;


                                    39
<PAGE>




-     subject  to  any  order,  judgment  or  decree, not subsequently reversed,
suspended  or  vacated,  of  any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his involvement
in  any  type  of  business,  securities  or  banking  activities;  or



-     found by a court of competent jurisdiction (in a civil action), the SEC or
the  Commodity  Futures  Trading  Commission to have violated a federal or state
securities or commodities law, and the judgment has not been reversed, suspended
or  vacated.

Compliance  with  Section  16(a)  of  the  Securities  Act

     Section  16(a)  of  the  Securities  and  Exchange Act of 1934, as amended,
requires  the  Company's  executive  officers and directors, and persons who own
more  than  10%  of  the Company's Common Shares to file with the Securities and
Exchange  Commission  initial  statements  of  beneficial  ownership, reports of
changes  in  ownership  and  annual reports concerning their ownership of Common
Shares  and  other  equity  securities  of  the  Company,  on  Form  3,  4 and 5
respectively.  Executive  officers,  directors and greater than 10% shareholders
are required by Commission regulations to furnish the Company with copies of all
Section  16(a)  reports  they  file.

     To the best of our knowledge, all executive officers, directors and greater
than  10%  shareholders  filed the required reports in a timely manner, with the
exception  of  the  following:



                       NUMBER OF    NUMBER OF TRANSACTIONS NOT   FAILURE TO FILE
NAME                 LATE REPORTS   REPORTED ON A TIMELY BASIS   REQUESTED FORMS
-------------------  -------------  ---------------------------  --------------


Doug Smith . . . . .     (2)                                           1(2)
                     -------------  ---------------------------  -------------
Brian Kitts. . . . .     Nil                  Nil                      Nil
                     -------------  ---------------------------  -------------
Brian Heard. . . .   .   1(1)                 Nil                      1(1)
                     -------------  ---------------------------  -------------

Russells Systems Limited  1(2)                Nil                      1(2)
                     -------------  ---------------------------  -------------
Virgil Securities S.A.   1(2)                 Nil                      1(2)
                     -------------  ---------------------------  -------------

(1)  The  named  officer,  director or greater than 10% shareholder,
as applicable, did not file a Form 3 - Initial Statement of Beneficial
Ownership.

(2)  The  named  officer,  director or greater than 10% shareholder, as
applicable, did not file a Form 5 - Annual Statement  of  Changes  in
Beneficial  Ownerhsip.


                                    40
<PAGE>


Meetings  and  Committees  of  the  Board  of  Directors

     During  the  fiscal  year  ended September 30, 2001, the Board of Directors
held six (6) meetings.  All of the directors serving on the Board of Directors
at  the time of each of those meetings attended the meetings.  Most of the Board
of  Directors'  actions  are  conducted  by written consent resolution after the
directors  have  discussed  the  proposed  action.


ITEM  10.     EXECUTIVE  COMPENSATION

Summary  of  Compensation  of  Executive  Officers

     The  following  table  summarizes  the  compensation we paid for the fiscal
years ended September 30, 2001, September 30, 2000 and September 30, 1999 to the
Chief  Executive  Officer,  the  other  four  most  highly compensated executive
officers,  and  up  to  two  additional individuals for whom disclosure would be
required  but for the fact that the individuals were not serving as an executive
officer  at  the  end  of September 30, 2000, who received a total annual salary
(including  bonus)  in  excess  of  $100,000.


                                                     LONG TERM           PAY-
                     ANNUAL COMPENSATION            COMPENSATION(1)      OUTS
-------------------------------------------------------------------------------
                                                     SECURITIES
                                             OTHER   UNDER    RESTRICTED
                                             ANNUAL  OPTIONS/ SHARES OR   LTIP
NAME AND PRINCIPAL                           COMPEN- SAR'S    RESTRICTED  PAY-
POSITION             YEAR  SALARY    BONUS   SATION  GRANTED  SHARE UNITS OUTS
-----------------------------------------------------------------------------
Brian Heard         2001  $ Nil       N/A    N/A     N/A        N/A       N/A
President,          2000  $ Nil       N/A    N/A     N/A        N/A       N/A
CEO and Director    1999  $ N/A       N/A    N/A     N/A        N/A       N/A
Lyle Kerr           2001  $80,000(2)  N/A    N/A     N/A        N/A       N/A
General Manager of  2000  N/A         N/A    N/A     N/A        N/A       N/A
Optica              1999  N/A         N/A    N/A     N/A        N/A       N/A

Neil Wieler
Director of         2001  $80,000(2)  N/A    N/A     N/A        N/A       N/A
Technology          2000  N/A         N/A    N/A     N/A        N/A       N/A
Development for     1999  N/A         N/A    N/A     N/A        N/A       N/A
Optica
Jim Duncan          2001  $ 80,000(2) N/A    N/A     N/A        N/A       N/A
Director of
Sales and           2000  N/A         N/A    N/A     N/A        N/A       N/A
Marketing
for Optica.         1999  N/A         N/A    N/A     N/A        N/A       N/A



                                    41
<PAGE>


NAME AND                                                          ALL OTHER
PRINCIPAL                                                      COMPENSATION
POSITION                                                      -------------

Brian Heard                                                            $N/A
President,                                                              N/A
CEO and Director                                                        N/A

Lyle Kerr                                                        $8,000(4)
General Manager of                                                      N/A
Optica                                                                  N/A

Neil Wieler
Director of
Technology                                                       $8,000(4)
Development for                                                         N/A
Optica                                                                  N/A

Jim Duncan                                                       $8,000(4)
Director of Sales and                                                   N/A
Marketing for Optica                                                    N/A






(1)     Other  than  as  indicated  below,  the  Company  has not granted
any restricted shares or restricted share units, stock appreciation  rights
or long term incentive plan payouts to the Chief Executive Officer, other
executive officers and directors during  the  fiscal  years  indicated.

(2)     The  salary  amounts  are  paid in Canadian dollars ($120,000 per
year) and are stated in approximate US dollar amounts on an annual basis.
Lyle Kerr and Jim Duncan ceased to employees on June 30, 2001.

(3)     The  value of perquisites and other personal benefits, securities and
property for the Chief Executive Officer and other executive  officers  and
directors that do not exceed the lesser of $50,000 or 10% of the total of
the annual salary and bonus, are  not  reported  herein.

(4)    This $8,000 is paid as a car allowance.




                                    42
<PAGE>










Option Grants in Fiscal 2001

     We  established  the 1999 Stock Option Plan (the "1999 Plan") to serve as a
vehicle  to  attract,  motivate  and  retain  the  services  of  key  employees,
consultants,  executive  officers,  officers, directors and outside directors to
encourage  stock  ownership  by  eligible  participants.  The  1999  Plan  is
administered  by  our Board of Directors and/or by a duly appointed committee of
our  Board  of  Directors.  The  1999  Plan provides for the grant of options to
purchase  up  to  20,000,000  shares  of  our  common stock.  The options may be
comprised  of  incentive  stock options within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended, and non-incentive stock options.  The
per  share  option exercise price shall be determined by our Board of Directors.
The  exercise  price for each incentive stock option shall be not less than 100%
of  the fair market value of the common stock on the date the option is granted.
The exercise price for each incentive stock option granted to a participant who,
at  the  time  of  the  grant,  owns stock possessing more than 10% of the total
combined  voting  power  of  all classes of our stock, shall be not less than at
least  110%  of the fair market value of the common stock on the date the option
is  granted.  Options  granted under the 1999 Plan shall be exercisable only for
so long as the participant has the same relationship as an employee, consultant,
executive  officer, director or outside director as the participant had when the
option  was granted, but in any event not longer than 5 years after the date the
option  is granted.  The Board may from time to time suspend, terminate or amend
the  1999  Plan.

     On  January 2, 2001, our Board of Directors approved the grant of options
to purchase 350,000 shares of our common stock at the exercise price of $0.56
per share (the  market  price on the date of grant) to Ernst Gemassmer who was
a director and Ececutive Vice-President at the time for a 5 year term, vesting
monthly over 25 months.


On December 7, 2000, our Board of Directors approved the grant of options
to purchase 3,500,000 shares  of our common stock at the exercise price of
$0.66 per share (the market price  on  the date of grant) for a 5 year term,
vesting monthly over 24 months.

At  December  31,  2001,  none  of  the  options  have  been  exercised.

     There  were  no  grants  of stock options or stock appreciation rights made
during  the  fiscal  year ended September 30, 2001 to our executive officers and
directors  except  as  set  out  below:








                                    43
<PAGE>





OPTIONS  GRANTED  IN  THE  CURRENT  YEAR
(through September 30, 2001)


             NUMBER OF SHARES    % OF TOTAL                         MARKET
             OF COMMON STOCK    OPTIONS GRANTED    EXERCISE         PRICE
            UNDERLYING OPTIONS  TO EMPLOYEES   OR BASE PRICE  ON DATE EXPIRATION
NAME         GRANTED IN 2000      IN 2000(1)        ($/SHARE)    OF GRANT DATE
--------------------------------------------------------------------------------
Brian Kitts,
Secretary,
Treasurer .                                                      December 7,
and director .        3,500,000       70%  $   0.66  $   0.66       2005
               ----------------  --------   --------- -------    -----------
Ernst Gemassmer, former
Executive Vice . . . .                                             January 2,
President and director  350,000          30%  $   0.56  $   0.56         2006
               ----------------  --------   --------- -------    -----------

(1)     The  total  number  of  options  to purchase shares of our common stock
granted to employees, directors,  officers  and  consultants  to  September  30,
2000  was  5,000,000  options.






For  the  fiscal  year  ended September 30, 2000, no stock options or SAR's
were  exercised  by  our  executive  officers.

Director  Compensation

     We  did  not  pay  director's  fees or other cash compensation for services
rendered  as  a  director  in  the  year  ended  September  30,  2001.

     We  have no formal plan for compensating our directors for their service in
their  capacity  as directors although such directors are expected to receive in
the future options to purchase shares of common stock as awarded by our Board of
Directors  or  (as  to  future  options)  a  compensation committee which may be
established  in  the  future.  Directors  are  entitled  to  reimbursement  for
reasonable  travel  and other out-of-pocket expenses incurred in connection with
attendance  at  meetings  of our Board of Directors.  The Board of Directors may
award  special  remuneration to any director undertaking any special services on
our  behalf  other  than services ordinarily required of a director.  Other than
indicated below, no director received and/or accrued any compensation for his or
her  services  as  a  director, including committee participation and/or special
assignments.



                                    44
<PAGE>




     There  are no arrangements or plans in which we provide pension, retirement
or  similar  benefits  for  directors  or  executive  officers,  except that our
directors  and executive officers may receive stock options at the discretion of
the  Board  of Directors and pursuant to the 1999 Stock Option Plan.  Other than
agreements  discussed above, we do not have any material bonus or profit sharing
plans  pursuant  to which cash or non-cash compensation is or may be paid to our
directors  or  executive  officers, except that stock options and bonuses may be
granted  at  the  discretion  of  our  Board  of  Directors.

Changes  In  Control

There was no change of control in the year ending September 30, 2001.



                                    45
<PAGE>



ITEM  11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
              MANAGEMENT

Principal  Stockholders

     The  following  table  sets  forth,  as  of  December  31,  2000,  certain
information with respect to the beneficial ownership of our common stock by each
stockholder known by us to be the beneficial owner of more than 5% of our common
stock  and by each of our current directors and executive officers.  As noted in
the  footnotes to the table, pro forma effect is given to the conversion in full
of  the  Series  A Preferred Stock at the rate of 185 shares of our common stock
for  each  share  of  Series A Preferred Stock as well as to the exchange of Zed
Preferred  Stock  or our Series B Preferred Stock, and to the conversion in full
of  the  Series  B Preferred Stock at the rate of 300 shares of our common stock
for  each  share  of  Series  B  Preferred  Stock.

                                         AMOUNT AND NATURE OF     PERCENTAGE OF
NAME AND ADDRESS OF BENEFICIAL OWNER     BENEFICIAL OWNERSHIP(1)  CLASS (1)
------------------------------------------  -------------------   -------------
Russells Systems Limited(2)
Suite 61, Grosvenor Close
Shirley Street
Nassau, New Providence, Bahamas. . . .      54,040,165                    37%
                                            ----------  ---------------------
Brian Heard (2)
Suite 61, Grosvenor Close
Shirley Street
Nassau, New Providence, Bahamas. . . .      54,040,165                    37%

Virgil Securities S.A.(3)
Suite 61, Grosvenor Close
Shirley Street
Nassau, New Providence, Bahamas. . . . .    10,499,860                     7%
                                            ----------  ---------------------
Douglas Smith,(4)
5104 - 120 Avenue
Edmonton, Alberta, Canada
T5W 1K9. . . . . . . . . . . . . . . . .    16,680,000                    11%
                                            ----------  ---------------------
Brian Kitts,(5)
Secretary, Treasurer and director
2078 Prospector Avenue
Park City, Utah  84060 . . . . . . . . .     4,500,500                     3%
                                            ----------  ---------------------
Neil Wieler (6)
Director of Technology (Optica)
11430 - 75B Avenue
Delta, British Columbia, Canada. . . .         920,000                    Nil
                                            ----------  ---------------------

DIRECTORS AND OFFICERS AS A GROUP(3). .      5,420,000                   3.7%
====================================        ============ ====================


                                    46
<PAGE>

(1)     Based  on  47,887,543 shares of common stock issued and outstanding
as of December 31,  2001  and  assuming  all  preferred  stock and stock
options are exercised.  Except as otherwise  indicated,  we  believe  that
the  beneficial owners of the common stock listed above, based on
information furnished by such owners, have sole investment and voting power
with  respect  to  such  shares,  subject  to  community  property  laws
where applicable. Beneficial  ownership  is  determined in accordance with
the rules of the SEC and generally includes  voting  or  investment  power
 with respect to securities.  Shares of common stock subject  to  options
or warrants currently exercisable, or exercisable within 60 days, are
deemed outstanding for purposes of computing the percentage ownership of
the person holding such  option  or  warrants,  but  are  not deemed
outstanding for purposes of computing the percentage ownership of any
other person.  With respect to 5% shareholders, the information for  the
above  table  was  derived from a registered shareholders list as provided
by the transfer  agent  on  December  19,  2000.

(2)     Comprised of 54,040,165 common shares issuable upon conversion of
292,109 shares of Series A Preferred Stock, which are immediately convertible.
Russells Systems Limited is a Bahamas  company  whose  sole  stockholder  is
a  trust. Brian Heard is a beneficiary of the trust but is not a trustee,
does not have the right to vote the shares or dispose of the shares, or to
terminate the trust. Mr, Heard disclaims beneficial ownership of the shares.


(3)     Comprised  of 10,499,860 common shares issuable upon conversion of
56,756 shares of Series  A  Preferred  Stock.  Virgil  Securities  S.A.  is
a  Bahamas  company  whose sole stockholder  is  a  trust.  Douglas  Smith
is  a  beneficiary of the trust but Mr. Smith is not a trustee, does not have
the right  to  vote  the shares or dispose of the shares, or to terminate
the trust.  Mr. Smith disclaims  beneficial  ownership  of  the  shares.

(4)     Comprised of 15,000,000 common shares issuable upon the conversion
of 50,000 shares of  Series  B  Preferred Stock, which are immediately
convertible, that are issuable to Mr. Smith (through an affiliate) in
exchange for preferred stock of Zed held by an affiliate of Mr.  Smith.
See  "Changes  in  Control:  The Acquisition of Zed Data Systems Corp.".
Also includes  1,680,000 common shares that Mr. Smith may acquire pursuant
to stock options that are  currently exercisable or exercisable within 60
days.  Mr. Smith was granted options to purchase  an aggregate of 2,800,000
common shares, which vest at the rate of 112,000 shares per month commencing
December 24, 1999.  Does not include shares owned by Virgil Securities
S.A.,  beneficial  ownership  of  which  is disclaimed by Mr. Smith.  See
footnote 3 above.

(5)     Includes  1,820,000  common  shares  that  Mr.  Kitts may acquire
pursuant to stock options  that  are  currently  exercisable  or  exercisable
within 60 days.  Mr. Kitts was granted options to purchase an aggregate of
1,750,000 common shares, which vest at the rate of  70,000  shares  per
month  commencing  December  24,  1999.


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(6)     Includes  920,000  common  shares  that  Neil Wieler may acquire
pursuant to stock options  that  are  currently  exercisable  or
exercisable within 60 days.  Mr. Wieler was granted options to purchase
1,000,000 common shares which vest at the rate of 40,000 shares per  month
commencing  March  8,  2000.

(7)     Includes  2,740,000 common shares that directors and officers may
acquire pursuant to  stock  options  that  are  currently  exercisable  or
exercisable within 60 days. Does  not  include  shares  owned  by Russells
Systems S.A., beneficial ownership of which is disclaimed by Mr. Heard.  See
footnote 3 above.


Except  for common stock issuable upon the conversion of Series A Preferred
Stock  pursuant to the acquisition of Optica and upon the conversion of Series B
Preferred  Stock  pursuant  to  the  acquisition  of  Zed, we are unaware of any
contract  or  other arrangement the operation of which may, at a date subsequent
to  this  Annual  Report,  result in a change of control of our company.  Shares
issuable  upon  conversion  of  Series  A Preferred Stock and Series B Preferred
Stock  are  determined  in relation to then current trading prices of our common
stock.

ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     Except  as  otherwise  indicated  below,  and  in  compensation  agreements
discussed  above  under  "Item  10 - Executive Compensation", we have not been a
party to any transaction, proposed transaction, or series of transactions during
the  year ended September 30, 2000 in which the amount involved exceeds $60,000,
and  in  which,  to its knowledge, any of our directors, officers, 5% beneficial
security  holder,  or any member of the immediate family of such persons has had
or  will  have  a  direct  or  indirect  material  interest.

Payments  to  Ewing  Consulting  Corporation

     We  made  interest  payments of $211 and principal repayments in respect of
promissory  notes  and  loans  payable  to  Ewing  Consulting  Corporation,  a
corporation  related  to  us  by  a shareholder and director in common, with the
principal  balance of $703,275.  We also paid $6,770 in management fees to Ewing
Consulting  Corporation  during  the  fiscal  year  ended  September  30,  2000.

Promissory  Notes  Payable  to  Shareholders  and  Directors

     We  have  a  promissory note payable to Doug Smith, our President, Chairman
and  one  of  our  directors,  with a principal balance of $366,090 with accrued
interest  thereon  of  $10,471 outstanding as of the fiscal year ended September
30,  2000.

     We  also  have  a  promissory  note  payable  to  Brian  Kitts,  one of our
directors,  with a principal balance of $2,000,000 with accrued interest thereon
of  $200,214 outstanding as of the fiscal year ended September 30, 2000.  We owe
$2,268,345  as  at  the  year  ended  September  30,  2000.


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ITEM  13.     EXHIBITS, LIST AND REPORTS ON FORM 8-K

(a)  The following documents are filed as part of this report:
     Financial  Statements:

     Consolidated Balance Sheet as at September 30, 2001 and 2000.

     Consolidated  Statements of Operations for the years ended September 30,
     2001 and 2000.

     Consolidated Statement of Changes in Stockholders' Equity (Deficit) for the
     cumulative period from October 1, 1999 to September 30, 2001.

     Consolidated Statements of Cash Flows for the years ended September 30,
     2001 and 2000.

     Summary of Significant Accounting Policies.

     Notes to the Consolidated Financial Statements.

     Exhibits:     Incorporated by reference to the Exhibit Index at the end of
                   this report.

(b)     Reports on Form 8-K



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                                   SIGNATURES

     Pursuant  to  the  requirements  of  Section  13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its  behalf  by the undersigned, thereunto duly authorized, on January 15, 2001.

     INVESTAMERICA,  INC.

     By:  /s/ Brian Heard
     --------------------
          Brian Heard
          Chairman,  President  and  Chief  Executive  Officer

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



     /s/ Brian Heard          January 15, 2002
     ---------------
     Brian Heard
     Chairman,  President  and
     Chief  Executive  Officer


     /s/ Brian Kitts            January 15, 2002
     ---------------
     Brian Kitts
     Secretary,  Director




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EXHIBIT INDEX

EXHIBIT
NO.            DESCRIPTION  OF  EXHIBIT
-----          ------------------------

Exhibits  Required  by  Item  601  of  Regulation  S-B

(3)     Articles  of  Incorporation  and  By-laws

     3.1    Articles  of Incorporation of our company (incorporated by reference
            from  our  Form  10-SB  Registration  Statement,  filed November 30,
            1999).

     3.2    Bylaws  of  our  company  (incorporated  by  reference from our Form
            10-SB  Registration  Statement,  filed  November  30,  1999).

     3.3    Amended  Articles  of  Incorporation of our company (incorporated by
            reference from our Form 10-SB Registration Statement, filed November
            30, 1999).

(10)    Material  Contracts

     10.1   1999  Stock  Option Plan of our company, as amended (incorporated by
            reference from  our  Form  S-8  Registration  Statement, filed March
            15, 2000).


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