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,  2000
                                    --------------------

[ ]  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.)

1776 PARK AVENUE, #4
PARK CITY, UTAH
U.S.A.                             84060
------                             -----
(Address of principal         (Zip Code)
executive offices)

Former  Name:  N/A

Issuer's  telephone  number  (435)  615-8801

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.   $1,293,690

     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.)

24,425,410  Common  Stock  @  $0.53(1)  =  $12,945,467
------------------------------------------------------
(1)  The  closing  bid  price  on  December  31,  2000

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.

31,354,160  Common  Stock,  with a par value of $.001 outstanding as of December
31,  2000

     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                                        18
ITEM  3.     LEGAL  PROCEEDINGS.                                              18
ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS      20

PART  II                                                                      20

ITEM  5.     MARKET  FOR  COMMON  EQUITY AND RELATED STOCKHOLDER MATTERS      20
ITEM  6.     MANAGEMENT'S  PLAN  OF  OPERATION.                               22
ITEM  7.     FINANCIAL  STATEMENTS                                            25
ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON
             ACCOUNTING AND FINANCIAL  DISCLOSURE                             50

PART  III                                                                     50

ITEM  9.     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL
             PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT .     50
ITEM  10.    EXECUTIVE  COMPENSATION                                          54
ITEM  11.    SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS             59
ITEM  12.    CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS               62
ITEM  13.    EXHIBITS,  LIST  AND  REPORTS  ON  FORM  8-K                     64

SIGNATURES                                                                    66

<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.

     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.

<PAGE>

Acquisition  of  Optica  Communications  International  Inc.

     On  March 15, 2000, we acquired all of the issued and outstanding shares of
Optica  in  exchange  for  450,000  shares of our Series A Convertible Preferred
Stock  (the  "Series  A  Preferred  Stock").  Each  one of the 450,000 shares of
Series  A  Preferred  Stock  is  convertible  at  any time, at the option of the
holder,  into 185 shares of our common stock.  Therefore, if all of the Series A
Preferred  Stock  are converted, we will issue an aggregate of 83,250,000 shares
of  our  common  stock.  In addition, each share of Series A Preferred Stock has
185  votes (an aggregate of 83,250,000 votes for all of the outstanding Series A
Preferred Stock), and votes together with our common stock as though they were a
single  class of stock.  Based on the 31,354,160 shares of our common stock that
were  issued  and  outstanding on December 31, 2000, the holders of our Series A
Preferred  Stock  are currently entitled to approximately 73% of the vote on any
matter  to be decided by our shareholders and, upon conversion of their Series A
Preferred  Stock,  they  would  own  approximately 73% of our outstanding common
stock  (without giving effect to any currently outstanding options).  Optica and
its  subsidiaries  operate  as  a  start-up  group  of companies which intend to
provide  optical  wavelength  and  multimedia  bandwidth  services,  including
internet,  voice  and  data  communications,  video  and  scanning  media.

Acquisition  of  Zed  Data  Systems  Corp.

     On  July  7,  2000,  we  acquired 100% of the issued and outstanding common
shares of Zed from a group owned, directly and indirectly, by Douglas Smith, our
President,  Chairman  and one of our directors.  Mr. Smith is also the President
and  a  founder of Zed.  Zed is in the business of providing data communications
and  network  systems  solutions,  including  network  design,  installation,
commissioning,  security  and  maintenance.

     The  acquisition of Zed consisted of a share purchase and a share exchange.
In  the share purchase, we paid an aggregate of $5,000,000 for approximately 77%
of the issued and outstanding common shares of Zed (the "Zed Common Stock").  We
paid  this  $5,000,000  by  way  of  three  promissory notes (one to Smith Shelf
Company  Number  Fifteen  Limited  in  the  amount  of  $3,930,635; one to Ewing
Consulting  Corp.  in  the  amount  of  $703,275 and one to Douglas Smith in the
amount  of  $366,090).  These promissory notes, as amended, bear interest at 12%
per  year and are payable in 6 equal monthly instalments of $715,000, commencing
February  28,  2001,  followed by one final instalment of $710,000 on August 31,
2001.  These  promissory  notes are secured by a security interest in all of our
assets,  including  our  shares  of  Zed  Common  Stock.

     At  the  time  of  the  share purchase, Smith Shelf Company Limited ("Smith
Shelf"),  a  corporation owned solely by Douglas Smith, owned the balance of the
Zed  Common  Stock (equal to approximately 23% of the amount of Zed Common Stock
that  had  been issued and was outstanding prior to our acquisition of Zed).  In
the share exchange, Smith Shelf exchanged all of its Zed Common Stock for 50,000
shares of Class D Zed Preferred Stock (the "Zed Preferred Stock").  These 50,000
shares  of  Zed Preferred Stock are exchangeable, at the option of the holder at
any  time and from time-to-time, for an aggregate of 50,000 shares of our Series
B Preferred Stock.  As of December 31, 2000, none of the shares of Zed Preferred
Stock  have been exchanged for any of our Series B Preferred Stock.  If and when
issued, each share of our Series B Preferred Stock will be entitled to 300 votes
(an  aggregate  of  15,000,000  votes  if and when all of the Series B Preferred
Stock  is  issued),  and  is  entitled to vote together with our common stock as
though they were a single class of stock.  If and when issued, each share of our
Series  B  Preferred Stock will be convertible, at any time at the option of the
holder,  into  300  shares  of  our  common stock.  Therefore, if all of the Zed
Preferred  Stock  is exchanged for our Series B Preferred Stock, and all of that
Series B Stock is subsequently converted into our common stock, we will issue an
aggregate  of  15,000,000  shares  of  common  stock.

     Based  upon  the  31,354,160 shares of our common stock that are issued and
outstanding  as of December 31, 2000, and giving effect to the conversion of all
of  the  outstanding  Series  A Preferred Stock into 83,250,000 shares of common
stock,  the  holders  of  our  Series  B  Preferred  Stock  would be entitled to
approximately  12%  of  the vote on any matter to be decided by our shareholders
and,  upon conversion of their Series B Preferred Stock, would own approximately
12%  of  our  outstanding  common  stock (without giving effect to any currently
outstanding options).  At such time, the holders of our Series A Preferred Stock
would  be  entitled to approximately 64% of the vote on any matter to be decided
by  our  shareholders.

<PAGE>

     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  scanning  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 - Our Fiber
Optic  Network

     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
fiber  optic network consists of fiber optic cable, hardware (primarily switches
and  servers)  and  software.  "Dark" fiber is cable that has been equipped with
minimal  network  hardware  that  can  only  be  put  to  limited  use.

     Because fiber optic technology depends on the modulation of light over thin
strands  of  glass,  it  enjoys  a  number  of  benefits  over  tradition  metal
communications  lines,  including  the  following:

-     fiber  optic cables have a much greater bandwidth than metal cables, which
means  that  fiber  optic  cables  can  carry  more  data;

-     fiber  optic  cable  are  less  susceptible  than  metal  cables  to
electromagnetic  and  other  interference;

-     fiber  optic  cables  are  much  thinner  and  lighter  than  metal wires;

-     fiber  optic  cables  allow  data to be transmitted digitally (the natural
form  for  computer  data)  rather  than  analogically;  and

-     fiber  optic cables use less power and have lower overall operating costs.

     The  main  disadvantage of fiber optics is that the cables are expensive to
install  and  are  more fragile than metal wire and are more difficult to split.

     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.

     On  December  15, 2000, Optica signed a non-binding letter of intent with a
major  optical  equipment  manufacturer  and  is proceeding with negotiations to
finalize  the  terms  of  a  supply  agreement for the purchase of approximately
$675,000,000 worth of fiber optic network hardware and related services over the
next  two  years.  The  agreement is non-exclusive and allows Optica to continue
negotiations  with  other  vendors  at  Optica's  discretion.  Optica  plans  to
purchase  approximately  $250,000,000  worth of this network hardware during the
fiscal  year ending September 30, 2001.  During this same period, Optica intends
to  acquire  a  network  of new, "dark" fiber optic cable consisting of 2 fibers
across  20,000  route  miles.  Optica anticipates that it will pay approximately
$50,000,000  for this fiber optic cable (approximately $25,000,000 of which will
be  paid  during  the  fiscal  year  ending  September 30, 2001).  The resulting
network  of  fiber  optic cable and hardware will represent the first phase of a
planned  multi-phase  deployment  of  an  extensive  international  fiber  optic
network.  This  first  phase  (referred  to  as the "Stage One Network") will be
located entirely in North America.  Optica plans to use the Stage One Network to
serve the 50 largest North American cities (measured by population or importance
of  business  activity).

Principal  Products

     Optica's  principal  products  will  include products consisting of various
telecommunication services (ie. Internet, multimedia, data and voice) which will
be  sold  primarily  to  other  carriers  of  telecommunication  services.  The
principal  products  will  be  bundles  of  services  that will include national
carrier networks, optical indefeasible rights of use ("IRU"s), internet protocol
("IP")  and  asynchronous transfer mode ("ATM") services, as well as value-added
services  such  as  unified messaging voice over internet protocol ("VoIP"), fax
over  internet  protocol  ("FoIP")

<PAGE>

and  tunneling.  Tunneling involves the establishment of a direct "pipe" between
two  locations,  whereas  normally  internet  traffic  proceeds  in  a  totally
unpredictable  manner  so  that  even  portions  of  the  same  message can take
different  routes.

     Optica  plans  to  offer  five  national  carrier networks on the Stage One
Network.  The national carrier networks will include POPs (the Point Of Presence
where  an  IXC  terminates  an  end-user's long distance lines just before those
lines  are connected to the end-user's local telephone company's lines), a dense
ware  division  multiplexing  ("DWDM")  optical  layer, an IP and/or ATM service
layer,  fiber  and equipment maintenance and Network Operations Center services.

     An  IRU,  or Indefeasible Right-of-Use, is an agreement for the use of dark
fiber  strands.  Optica  plans  to  offer optical IRUs on a regional or national
basis  to  carriers  that  do  not  require  a  national  carrier  network.

     IP (Internet Protocol) and ATM (Asynchronous Transfer Mode) are information
transfer  standards that are part of a general class of packet technologies that
relay  traffic  by  way  of an address contained within the header or cell.  The
system  neither  knows  nor  cares  what information is in the cells.  It can be
voice,  audio,  ASCII  text,  etc.  ATM  format  can  be  used by many different
systems,  including  local area networks, to deliver traffic at varying rates of
speed while permitting a mix of voice, data and video.  Our products and service
offering  will depend on the needs of our customers.  Flexibility is inherent in
our  system.

     Voice  over IP (VoIP) converts voice transmissions to packets of data which
are  then  transported  over  an  IP  network  such  as  the  Internet.

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  continue  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  and  third-generation ("3G") 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
allows  both  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:

<PAGE>


-     long  distance  companies;

-     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 ("ILECs") 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.  On  December 15, 2000, Optica signed a non-binding
letter  of  intent  with  a  major  fiber  optical equipment manufacturer and is
proceeding with negotiations to finalize the terms of a supply agreement for the
purchase of $675,000,000 worth of fiber optic network hardware over the next two
years.

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  Stage One 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.

     The  Stage  One 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.

<PAGE>

     Once Optica has completed its planned acquisition of the Stage One 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 Stage One
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
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

<PAGE>

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.

     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.

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.

<PAGE>

     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.

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

<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.

     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.

<PAGE>

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.

     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.

<PAGE>

     Zed'  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.

-     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.  Omnigon  is  a  private  development stage company operating in the
communications  industry.

     We  invested  in Omnigon because of the potential synergies between our two
companies.

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,  2000,  we  employed  four  persons  as follows: two
full-time  employees,  one  part-time  employee  and  one part-time consultants.
Optica  employed a staff of six persons, consisting of four full-time employees,
one  full-time consultant and one part-time consultant.  Zed employed a staff of
fourteen  persons,  consisting  of  nine  full-time employees and five part-time
employees.

     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

<PAGE>

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 $4,840,861 for the year ended September 30, 2000.  As of September
30,  2000,  we  had  an  accumulated  deficit  of $4,845,420.  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.

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

<PAGE>

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.  One of Zed's customers accounted for
79%  of  their revenues and 25% of their accounts receivable for the period from
July 7, 2000 to September 30, 2000.  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.

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
Stage  One  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:  Douglas  Smith,  Ernst Gemassmer and Rick
Connole at InvestAmerica, and Lyle Kerr, Neil Weiler, Jim Duncan 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.  For the year ending September 30,
2001,  Optica plans to spend approximately $275 million for capital assets, $250
million  of  which  we  plan  to  raise  through  vendor  financing.  In

<PAGE>

addition,  we  will  need  to raise another $94 million for debt repayment of $5
million,  for  working  capital  and to establish an appropriate base of working
capital  for  our  operations.  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.  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  ONE  OF OUR OFFICERS AND DIRECTORS INDIRECTLY OWNS 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,  2000, our current executive officers, directors and
their  affiliates  beneficially  own  (or  control  via  proxy) in the aggregate
2,012,000  of  our  shares  or  approximately  6.46%  of  our current issued and
outstanding  common  stock.  However,  these  executive  officers, directors and
affiliates  control  54.5%  of  the  vote  through the ownership of our Series B
Preferred Stock if the ZED Preferred Shares are exchanged (excluding option 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.

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

<PAGE>

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
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, 2000, we have
issued the following (or are required to issue additional shares of common stock
as  the  result  of  our  receipt  of conversion notices form the holders of the
convertible  preferred  stock  so  that  our  capitalization is as follows): (1)
10,600,000  stock  options  to  purchase  common  stock, (2) 170,957 warrants to
purchase  common  stock, (3) 83,250,000 shares of common stock are issuable upon
conversion  of  preferred  stock,

<PAGE>

and  (4)  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.

     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.

<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.

     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.

<PAGE>

     InvestAmerica  learned  of the June proceedings in the latter part of June,
2000,  and  retained  an attorney to represent it in an effort to get the June 5
Order set aside.  On September 12, 2000, InvestAmerica's attorney filed a motion
to  set  aside the June 5 Order on the basis that InvestAmerica had no knowledge
of  the  June  proceedings and that the June 5 Order was obtained improperly.  A
hearing  was  held  on  this  motion  on  October  16,  2000, at which the Court
continued  the  matter  to  December  18, 2000 to give the parties time to get a
ruling  as  to  who  actually  represents  InvestAmerica.  The December 18, 2000
hearing  has been adjourned to January 16, 2001.  On January 16, 2000, the Court
will  hear  the  parties'  arguments  concerning  who  actually  represents
InvestAmerica.

     At  the  January  16,  2000  hearing,  InvestAmerica  will ask the Court to
disqualify  Mr.  Clark from representing InvestAmerica and will ask the Court to
set  aside  the  June 5, 2000 order which it alleges were improperly obtained by
Mr.  Tepper.

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 is a defendant because
it has asserted an ownership interest in the Fidelity Stock.  The position taken
by  InvestAmerica  is  based  on  Mr. Tepper's claims that the Second Settlement
Agreement  does not apply to or bind him.  Essentially, InvestAmerica's position
is  that  if  the  Second Settlement Agreement is a nullity, as Mr. Tepper would
have  the  Court  believe,  then  InvestAmerica has not agreed to relinquish its
rightful  claim  to  the  Fidelity  Stock.

     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.

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.

     As at September 30, 2000, the Company had 50,000,000 shares of common stock
authorized for issuance, of which 31,017,622 shares were issued and outstanding.
Based  on the number of shares of common stock that are issuable upon conversion
of  the Series A Preferred Stock and Series B Preferred Stock, we did not have a
sufficient number of authorized common shares available.  Our board of directors
approved an amendment to our Articles of Incorporation to increase the number of
authorized  common  stock from 50,000,000 shares to 200,000,000 shares, and such
amendment  was approved by our stockholders at a Special Meeting of Shareholders
held  on  October  27, 2000.  The amendment to our Articles of Incorporation was
filed  on  November 29, 2000, and accordingly as at December 31, 2000, we had an
authorized share capital of 200,000,000 common stock, of which 31,354,160 shares
are  issued  and  outstanding.

                                     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,  1998         $0.09        $0.02
Quarter  ended  March 31, 1999              $0.05        $0.02
Quarter  ended  June 30, 1999               $0.07       $0.013

<PAGE>

Quarter ended September 30, 1999            $0.25        $0.02

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

     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

     On  December 31, 2000, the closing bid price as quoted by the OTCBB for our
common  stock  was  $0.53  and  there  were  31,354,160 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, 2000, 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

Quarter  ended  December  31,  1999

     On  November  1,  1999,  we  issued an aggregate of 5,000,000 common shares
(4,500,000  at $0.03 per share and 500,000 at $0.025 per share) to two investors
in  a  transaction private in nature, relying on the exemption from registration
in an "offshore transaction" pursuant to Regulation S promulgated under the 1933
Act  and/or Section 4(6) and Rule 504 of Regulation D promulgated under the 1933
Act.

     On  November  24,  1999,  we  granted  an aggregate of 6,150,000 options to
purchase  shares of our common stock to 1 employee, 1 consultant and 4 directors
and officers.  The options were granted at an exercise price of $1.20 per share,
are  exercisable  until  November  24,  2004  and  were granted to the employee,
consultant  and  officers  and  directors in a transaction private in nature, in
reliance  on  Section  4(2)  and/or  Rule 506 of Regulation D or in an "offshore
transaction"  pursuant  to  Regulation  S  promulgated  under  the  1933  Act.

     On  December 7, 1999, we issued an aggregate of 3,000,000 common shares, at
a  price  of  $0.5566  per  share,  to  28 investors in a transaction private in
nature,  relying  on  the  exemption from registration under Section 4(2) and/or
Rule  506  of  Regulation  D  promulgated  under  the  1933  Act.

     On December 11, 1999, we issued an aggregate of 4,740,000 common shares, to
Daniel  Tepper in settlement of outstanding litigation, relying on the exemption
from registration under Section 4(2) and/or Rule 506 of Regulation D promulgated
under  the  1933  Act.

<PAGE>

     On  December 21, 1999, we issued an aggregate of 8,148,555 common shares to
12  investors in a transaction private in nature, relying on Section 4(2) and/or
Rule  506 of Regulation D or in an "offshore transaction" pursuant to Regulation
S  promulgated  under  the  1933  Act.

Quarter  ended  March  31,  2000

     On  February  8,  2000,  we  granted  an  aggregate of 3,000,000 options to
purchase shares of our common stock to 3 employees.  The options were granted at
an exercise price of $5.25 per share, are exercisable until February 8, 2005 and
were granted to the employees in a transaction private in nature, in reliance on
Section  4(2)  and/or  Rule  506 of Regulation D or in an "offshore transaction"
pursuant  to  Regulation  S  promulgated  under  the  1933  Act.

     On  March  27,  2000, we issued an aggregate of 300,000 common shares, at a
price of  $5.25 per share, to 3 of our employees, Neil Wieler, Lyle Kerr and Jim
Duncan,  relying  on  the  exemption from registration under Section 4(2) and/or
Rule  506 of Regulation D or in an "offshore transaction" pursuant to Regulation
S  promulgated under the 1933 Act, in consideration of past services rendered by
these  officers.

     On  March  29,  2000, we issued an aggregate of 194,919 common shares, at a
price  of  $3.59 per share, to two investors in a transaction private in nature,
relying on the exemption from registration under Section 4(2) and/or Rule 506 of
Regulation  D  or  in  an  "offshore  transaction"  pursuant  to  Regulation  S
promulgated  under  the  1933  Act.

     On  April  6,  2000, we granted an aggregate of 735,000 options to purchase
shares  of  our  common  stock to 1 employee and 1 consultant.  The options were
granted  at an exercise price of $5.94 per share, are exercisable until April 6,
2005  and  were  granted  to  the  employee  and the consultant in a transaction
private  in  nature, in reliance on Section 4(2) and/or Rule 506 of Regulation D
or  in  an "offshore transaction" pursuant to Regulation S promulgated under the
1933  Act.

Quarter  ended  June  30,  2000

     We  did  not issue any common shares from treasury during the quarter ended
June  30,  2000.

     On  July  21,  2000, we granted an aggregate of 715,000 options to purchase
shares  of  our  common  stock  to 14 employees.  The options were granted at an
exercise  price of $1.41 per share, are exercisable until July 21, 2005 and were
granted  to the employees and the consultant in a transaction private in nature,
in  reliance  on Section 4(2) and/or Rule 506 of Regulation D or in an "offshore
transaction"  pursuant  to  Regulation  S  promulgated  under  the  1933  Act.

Quarter  ended  September  30,  2000

     We  did  not issue any common shares from treasury during the quarter ended
September  30,  2000.

ITEM  6.     MANAGEMENT'S  PLAN  OF  OPERATION.

     The  following  discussion should be read in conjunction with our financial
statements  and  the  related notes that appear elsewhere in this Annual Report.
The  following  discussion  contains forward-looking statements that reflect our
plans,  estimates  and beliefs.  Our actual results could differ materially from
those  discussed in the forward looking statements.  Factors that could cause or
contribute  to such differences include, but are not limited to, those discussed
below  and elsewhere in this Annual Report, particularly in the section entitled
"Risk  Factors".

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

<PAGE>

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  by way of a share exchange reorganization.  See Item 1 - "Description of
Business" for more details on this acquisition.  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  steaming  media.

     On  July  7,  2000,  we  acquired 100% of the issued and outstanding common
shares  of  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.  We
acquired  the balance of the common shares by causing Zed to issue 50,000 shares
of  Class  D  Preferred  Stock  of  Zed.  One  shareholder  owns these shares of
preferred stock, which are exchangeable for an aggregate of 50,000 shares of our
Series  B  Preferred  Stock.  See  Item  1  - "Description of Business" for more
details  on this acquisition.  Since incorporation, Zed has been in the business
of  providing  data  communications  and  network  systems  solutions, including
network  design,  installation,  commissioning,  security  and  maintenance.

     We  will  continue  operating  both  of  these  business in the next twelve
months.

Plan  of  Operation

     For  Optica,  our  primary  objectives  in  the  next 12 months will be to:

-     purchase up to 20,000 route miles of fiber optic cable, linking over fifty
major  metropolitan  areas  in  North  America;

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

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

-     implement,  activate  and test selected routes of our fiber optic network.

     For  Zed,  our  primary  objectives  in  the  next  12  months  will be to:

-     increase  sales  to  past  and  current  customers;  and

-     identify  and  sell  to  new  customers;  and

-     adjust  product  and service offerings to meet customer needs and demands.

     We  anticipate we will be able to complete the plan of operations if we can
raise a significant amount of additional financing.  Our actual expenditures and
business  plan  may  significantly  differ from those anticipated in our plan of
operations.  We may decide not to pursue our plan of operations or we may modify
our  plan of operations depending on the amount of financing that we are able to
raise.  We do not currently have any arrangement in place for any debt or equity
financing which would enable us to satisfy the cash requirements required by our
plan  of  operations.

     We anticipate incurring further operating losses in the foreseeable future.
We  base  this  expectation  in  part  on  the  assumption  that  we  will incur
substantial operating and capital expenses in completing our plan of operations.
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 to advance significant capital to us to
finance  our  purchases  of  fiber optic hardware and cable and to implement our
business  plan  and  plan  of  operations;

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

<PAGE>

-     uncertainty  regarding  whether  our  suppliers will be able to provide us
with  the  required  fiber  optic  hardware  and  cable  in  a  timely  fashion;

-     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.

     Due  to our lack of operating history, there exists substantial doubt about
our  ability  to  continue  as  a  going concern as described in our independent
accountant's  report on, and the notes to, the consolidated financial statements
for  the  year  ended  September  30,  2000.

Cash  Requirements

     We  will  require  a  minimum of approximately $286 million over the period
ending  September  30,  2001  in  order  to  accomplish  our  goals.  The  cash
requirements  are  based  on  our estimates for operational costs for the period
ending  September  30,  2001.

     For  Optica,  we  estimate that approximately $250 million  is required for
the purchase of fiber optic network hardware, $25,000,000 for the purchase of up
to  20,000  route  miles  of  fiber  optic  cable,  $4.5  million is required to
implement and test the fiber optic network, to hire project management staff, to
implement  our  planned  sales  and  marketing  program  and for other operating
expenses.

     For  Zed,  we  estimate  that  approximately  $200,000 is required for debt
repayment,  $300,000  is  required  to implement our planned sales and marketing
program  and  $500,000  will  be  required  for  acquisition  or  expansion.

     The  balance  of  $5.5 million will be required 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  believe we have sufficient funds to pay for ongoing operating costs and
capital  expenditures through January 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  warrants and stock options or by
obtaining  further  debt  financing.

Future  Research,  Development  and  Operations

     The  purchase  of  fiber optic network equipment and fiber optic cable will
represent  the  first  phase of a planned multi-phase deployment of an extensive
international  fiber  optic  network.  This first phase which we call the "Stage
One Network" will be located entirely in North America.  Optica plans to use the
Stage  One  Network  to  serve the 50 largest North American cities (measured by
population).

     We  intend  to  purchase  the fiber optic network hardware and up to 20,000
miles  of  fiber  optic  cable  by  June  30, 2001.  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 and is proceeding with negotiations to finalize the terms
of  a  supply  agreement for the purchase of approximately $675,000,000 worth of
fiber  optic  network  hardware  over  the  next  two  years.  We  anticipate
implementing,  activating and testing selected routes of our fiber optic network
in November, 2001 with the full fiber optic network being deployed by the end of
the  fourth  quarter  of the year ended September 30, 2001 as warranted by sales
and  customer  demand.  We  anticipate  commencing  the  provision  of  optical
bandwidth services by September 30, 2001.  We will be required to hire 6 project
management  staff  in connection with the development of our fiber optic network
and  we anticipate hiring some of those personnel by June 30, 2001.  Finally, we
anticipate  implementing  our  planned  sales  and marketing program by June 30,
2001.

<PAGE>

     With  respect  to Zed, we intend to hire additional persons in sales 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 will also continue to monitor
and  adjust  our  product and service offerings to keep pace with new technology
and  ever  changing  customer  demand.

Marketing

     In  order  to  increase  Zed's  sales  volume, we plan to do the following:

-     hire  a  seasoned  sales  director;

-     hire  additional  sales  staff;

-     negotiate  with  current  and  additional  hardware  vendors;  and

-     operate  a  telemarketing  program.

     For  Optica, 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 us to place advertisements in several key trade magazine and publication
as  well  as  exhibiting  our  software  products  at  the major tradeshows held
throughout  the  year.

Personnel

     As  of  September  30,  2000,  we  had  18  (21 with consultants) permanent
employees  with  12 in the area of corporate administration, 6 in technology and
service  and  3  in  sales.  In  the next 12 months, we plan to expand our total
number of permanent employees in these same departments to approximately 70 with
5  additional  part-time  employees.

Purchase  or  Sale  of  Equipment

     Other than 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.

ITEM  7.     FINANCIAL  STATEMENTS

     Our  consolidated  financial statements are stated in United States dollars
and  are prepared in accordance with accounting principles generally accepted in
the  United  States.

     The  consolidated  financial  statements  are attached hereto and are found
immediately following the text of this Annual Report.  The Independent Auditors'
Report of January 12, 2001, on the consolidated audited financial statements for
the  fiscal  years  ended  September  30,  2000  and  1999  is  included  herein
immediately  preceding  the  audited  financial  statements.

     The  Company's  Consolidated  Audited  Financial  Statements  include:

     Independent  Auditors'  Report,  dated  January  12,  2001

     Consolidated  Balance  Sheets  at  September  30,  2000  and  1999

     Consolidated  Statements  of  Operations  for the years ended September 30,
     2000  and  1999.

     Consolidated Statement of Changes in Stockholders' Equity (Deficit) for the
     cumulative  period  from  October  1,  1998  to  September  30,  2000.

<PAGE>

     Consolidated  Statements  of  Cash  Flows for the years ended September 30,
     2000  and  1999.

     Summary  of  Significant  Accounting  Policies.

     Notes  to  the  Consolidated  Financial  Statements.

<PAGE>

Auditors'  Report  and  Consolidated  Financial  Statements  of


INVESTAMERICA,  INC.


September  30,  2000  and  1999



<PAGE>
                          INDEPENDENT AUDITORS' REPORT


To  the  Stockholders  of
InvestAmerica,  Inc.


We  have  audited the accompanying consolidated balance sheets of InvestAmerica,
Inc.  as  at  September  30,  2000  and  1999 and the consolidated statements of
operations and stockholders' equity and cash flows for the years ended September
30,  2000  and  1999.  These  financial statements are the responsibility of the
Company's  management.  Our  responsibility  is  to  express an opinion on these
financial  statements  based  on  our  audits.

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

In  our  opinion,  these  consolidated  financial  statements  referred to above
present fairly, in all material respects, the consolidated financial position of
InvestAmerica,  Inc.  as  at  September 30, 2000 and 1999 and the results of its
operations  and  its  cash  flows  for  the  years then ended in accordance with
accounting  principles  generally  accepted  in  the  United  States of America.

The  accompanying  consolidated financial statements have been prepared assuming
that  the  Company  will continue as a going concern.  As discussed in Note 1 to
the  consolidated  financial  statements, the Company has suffered recurring net
losses  since  inception  and,  as  of  September 30, 2000, has negative working
capital  which  raises substantial doubt about the Company's ability to continue
as  a  going  concern.  The  financial statements do not include any adjustments
that  might  result  from  the  outcome  of  this  uncertainty

/s/  Deloitte  &  Touche

Vancouver,  Canada
January  12,  2001



<PAGE>

<TABLE>
<CAPTION>

                                      INVESTAMERICA, INC.
                                  CONSOLIDATED BALANCE SHEETS
                              (EXPRESSED IN UNITED STATES DOLLARS)


                                                                            September 30,
                                                                      -------------------------
ASSETS                                                                     2000          1999
                                                                      ---------------  --------
<S>                                                                   <C>              <C>
Current assets:
Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . .  $       70,533   $     -
Accounts receivable. . . . . . . . . . . . . . . . . . . . . . . . .         404,971     3,738
Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . .          14,547         -
                                                                      ---------------  --------
Total current assets . . . . . . . . . . . . . . . . . . . . . . . .         490,051     3,738

Long-term investment . . . . . . . . . . . . . . . . . . . . . . . .       4,000,000         -
Property and equipment, net. . . . . . . . . . . . . . . . . . . . .         126,374         -
Goodwill, net. . . . . . . . . . . . . . . . . . . . . . . . . . . .      25,742,949         -
                                                                      ---------------  --------

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   30,359,374   $ 3,738
                                                                      ---------------  --------

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
Accounts payable and accrued liabilities . . . . . . . . . . . . . .  $      588,057   $ 4,627
Notes payable. . . . . . . . . . . . . . . . . . . . . . . . . . . .       7,039,755         -
Due to related party . . . . . . . . . . . . . . . . . . . . . . . .       2,268,345         -
Total current liabilities. . . . . . . . . . . . . . . . . . . . . .       9,896,157     4,627
                                                                      ---------------  --------

Continuing operations (Note 1)
Commitments and contingencies (Note 11)

Stockholders' equity (deficit):

Preferred stock, undesignated, par value $.001, authorized shares -
5,000,000 at September 30, 2000 and none at September 30, 1999; no
shares issued and outstanding .. . . . . . . . . . . . . . . . . . .               -         -

Series A convertible preferred stock, par value $.001, authorized,
issued and outstanding shares - 450,000 at September 31, 2000 and
none at September 30, 1999 . . . . . . . . . . . . . . . . . . . . .             450         -

Series B convertible preferred stock, par value $.001, authorized,
issued and outstanding - none at September 30, 2000 and none
at September 30, 1999. . . . . . . . . . . . . . . . . . . . . . . .               -         -

Equity conversion right. . . . . . . . . . . . . . . . . . . . . . .      22,218,750         -

Common stock $.001 par value, authorized shares - 50,000,000 at
   September 30, 2000 and at September 30, 1999;  issued and
   outstanding shares - 31,017,622 and 9,859,148 at September 30,
   2000 and September 30, 1999 respectively. . . . . . . . . . . . .          31,017     3,670
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . .       6,078,607         -
Deferred share-based compensation. . . . . . . . . . . . . . . . . .      (3,020,187)
Accumulated deficit. . . . . . . . . . . . . . . . . . . . . . . . .      (4,845,420)   (4,559)
                                                                      ---------------  --------
Total stockholders' equity (deficit) . . . . . . . . . . . . . . . .      20,463,217      (889)
Total liabilities and stockholders' equity (deficit) . . . . . . . .  $   30,359,374   $ 3,738
                                                                      ---------------  --------

See Accompanying Notes to these Consolidated Financial Statements
</TABLE>



<TABLE>
<CAPTION>


                                      INVESTAMERICA, INC.
                             CONSOLIDATED STATEMENTS OF OPERATIONS
                             (EXPRESSED IN UNITED STATES DOLLARS)


                                                                         Years ended
                                                                         September 30,
                                                                    --------------------------
                                                                        2000          1999
                                                                    ------------  ------------
<S>                                                                 <C>           <C>
Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 1,293,690   $         -

Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . .      890,939             -
                                                                    ------------  ------------

Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . .      402,751             -

Operating expenses:
Selling, general and administrative (including amortization of
deferred compensation expense of $740,543 and share-based
compensation expense of $1,575,000)                      . . . . .    3,625,652         4,559
Amortization of goodwill . . . . . . . . . . . . . . . . . . . . .    1,354,892             -
                                                                    ------------  ------------
Total operating expenses . . . . . . . . . . . . . . . . . . . . .    4,980,544         4,559
                                                                    ------------  ------------

Loss from operations . . . . . . . . . . . . . . . . . . . . . . .   (4,577,793)       (4,559)

Interest expense . . . . . . . . . . . . . . . . . . . . . . . . .     (263,068)            -

Loss before income taxes . . . . . . . . . . . . . . . . . . . . .   (4,840,861)       (4,559)

Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . .            -             -
                                                                    ------------  ------------

Loss for the period. . . . . . . . . . . . . . . . . . . . . . . .  $(4,840,861)  $    (4,559)
                                                                    ============  ============


Loss per share:
Basic. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     (0.05)        (0.00)

Weighted average number of shares used to calculate
loss per share:
Basic. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   98,744,920    83,254,000



See Accompanying Notes to these Consolidated Financial Statements
</TABLE>



<PAGE>
<TABLE>
<CAPTION>

                                                     INVESTAMERICA, INC.
                                  CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                                             (EXPRESSED IN UNITED STATES DOLLARS)


                                        Convertible             Equity                           Additional        Deferred
                                      Preferred Stock         Conversion     Common Stock          Paid-in      share-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   $ 1,777,180   $
Net loss. . . . . . . . . . . . . . . . .        -        -            -           -         -             -               -
                                           -------  -------  -----------  -----------  --------  ------------  --------------
Balance, September 30, 1999 . . . . . . .        -        -            -   9,859,148     9,859     1,777,180               -
                                                 -
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 (Note 3) . . . . . . . . . . . . .  450,000      450            -           -         -        70,184               -
Value of equity conversion right issued .        -
upon acquisition of Zed (Note 3). . . . .        -        -   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 share-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)
                                           -------  -------  -----------  -----------  --------  ------------  --------------

                                                              Total
                                            Accumulated     Stockholders
                                             Deficit      Equity (Deficit)
                                           -------------  -----------------
<S>                                        <C>            <C>
Balance, October 1, 1998
(InvestAmerica) . . . . . . . . . . . . .  $ (3,005,878)  $     (1,218,839)
Net loss. . . . . . . . . . . . . . . . .    (7,248,213)        (7,248,213)
                                           -------------  -----------------
Balance, September 30, 1999 . . . . . . .   (10,254,091)        (8,467,052)

Shares issued on settlement of lawsuit. .             -          7,372,894
Shares issued for cash. . . . . . . . . .             -            715,207
Cancelled shares. . . . . . . . . . . . .             -             (6,200)
Net income. . . . . . . . . . . . . . . .       455,785            455,785
                                           -------------  -----------------
Balance, March 15, 2000 . . . . . . . . .    (9,798,306)            70,634
Adjustment for reverse
acquisition on March 15, 2000 . . . . . .     9,793,747            (71,523)

                                                 (4,559)              (889)
                                           -------------  -----------------
Issued on acquisition of
Optica (Note 3) . . . . . . . . . . . . .             -             70,634
Value of equity conversion right issued
upon acquisition of Zed (Note 3). . . . .             -         22,218,750
Compensation expense. . . . . . . . . . .             -          1,575,000
Issued for cash . . . . . . . . . . . . .             -            700,040
Deferred share-based compensation . . . .             -                  -
Amortization of share-based compensation.             -            740,543
Net loss. . . . . . . . . . . . . . . . .    (4,840,861)        (4,840,861)
                                           -------------
Balance, September 30, 2000 . . . . . . .  $ (4,845,420)  $     20,463,217
                                           -------------  -----------------

</TABLE>

See Accompanying Notes to these Consolidated Financial Statements.


<PAGE>
<TABLE>
<CAPTION>

                               INVESTAMERICA, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                       (EXPRESSED IN UNITED STATES DOLLARS)

                                                                 Years ended
                                                                 September 30,
                                                           ----------------------
                                                               2000        1999
                                                           ------------  --------
<S>                                                        <C>           <C>
Cash flows from operating activities:
Net loss for the period . . . . . . . . . . . . . . . . .  $(4,840,861)  $(4,559)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Amortization of goodwill. . . . . . . . . . . . . . . . .    1,354,892         -
Amortization of deferred share-based compensation . . . .      740,543         -
Depreciation. . . . . . . . . . . . . . . . . . . . . . .       14,369         -
Compensation expense. . . . . . . . . . . . . . . . . . .    1,575,000         -
Change in operating assets and liabilities:
Accounts receivable . . . . . . . . . . . . . . . . . . .    4,354,048    (3,738)
Inventories . . . . . . . . . . . . . . . . . . . . . . .      691,236         -
Accounts payable. . . . . . . . . . . . . . . . . . . . .   (1,384,423)    4,627
                                                           ------------  --------
Net cash provided by (used in) operating activities . . .    2,504,804    (3,670)
                                                           ------------  --------

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

Cash flows from financing activities
Proceeds from issuance of  notes payable. . . . . . . . .    3,163,088         -
Proceeds from shareholder loan. . . . . . . . . . . . . .    2,268,345         -
Proceeds from issuance of common shares . . . . . . . . .      700,040
Net cash provided by financing activities . . . . . . . .    6,131,473         -
                                                           ------------  --------
Net increase in cash. . . . . . . . . . . . . . . . . . .       70,533    (3,670)
Cash and cash equivalents, beginning of period. . . . . .            -         -
                                                           ------------  --------
Cash and cash equivalents, end of period. . . . . . . . .  $    70,533   $(3,670)
                                                           ============  ========

SUPPLEMENTAL NON-CASH INVESTING AND
   FINANCING DISCLOSURE
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         -
                                                           ------------  --------
                                                           $22,289,384   $     -
                                                           ============  ========

</TABLE>

See Accompanying Notes to these Consolidated Financial Statements.

<PAGE>

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

1.     CONTINUING  OPERATIONS

The  financial  statements  of  InvestAmerica,  Inc. ("InvestAmerica") have been
prepared  in  accordance  with  accounting  principles generally accepted in the
United  States  (U.S.).  InvestAmerica  is a public company listed on the NASDAQ
OTC  Bulletin  Board.

The  Company,  through  its subsidiary,  Zed Data Systems Corp.,
provides  public  and private sector end users with data communication solutions
across  North  America.  These  services  primarily  include  system  design and
installation.

The  Company  was  considered a development stage company in prior years and for
part  of  the  current  year.  As  a  development  stage  company, the principal
activities of the company included developing business plans and raising capital
financing.  The  Company's  operations  effectively began in the last quarter of
fiscal  2000  when it acquired Zed Data Systems Corp., an operating company that
is  a  value  added  reseller  of  data  communications  equipment.

The  accompanying  consolidated  financial  statements  have  been prepared on a
going-concern  basis,  which  contemplates  the  realization  of  assets and the
satisfaction  of liabilities in the normal course of business.  At September 30,
2000,  the  Company  had  negative  working capital of $9,406,106.  For the year
ended  September  30,  2000,  the Company incurred a net loss of $4,840,861, had
significant  sales  concentration  (see  Note  2), and is reliant on current and
future  stockholders'  financial  support  to assist in meeting cash flow needs.

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 issuance
of  additional  equity.  The  Company  believes  these  measures  will  provide
liquidity for it to continue as a going concern throughout fiscal 2001, however,
management  can  provide no assurance with regard thereto.  These factors, among
others,  raise  substantial  doubt  about the Company's ability to continue as a
going concern.  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  as a going concern for a reasonable period of
time.


2.     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
inter-company  accounts  and  transactions  have  been  eliminated.


<PAGE>

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

2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Use  of  Estimates

The  preparation  of  consolidated  financial  statements  in  conformity  with
generally  accepted  accounting principles requires management to make estimates
and  assumptions  that affect the reported amounts of assets and liabilities and
disclosure  of contingent assets and liabilities at the date of the consolidated
financial  statements,  and the reported amounts of revenues and expenses during
the  reporting  periods.  Estimates  are  used  for,  but  not  limited  to, the
accounting  for  doubtful  accounts,  carrying  value  of long-term investments,
depreciation  and  amortization,  taxes  and  contingencies.  Actual results may
differ  from  those  estimates.

Revenue  Recognition

The  Company  generates  revenue  primarily from the sale of data communications
equipment.  Revenue  is  recognized  where persuasive evidence of an arrangement
exists,  delivery and installation is complete, the fee is fixed or determinable
and  collection  is  probable.  If uncertainty exists about customer acceptance,
revenue  is  deferred  until  acceptance  occurs.

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, 2000, InvestAmerica's long-term investment consists solely
of  an  investment  in  preferred  shares  accounted  for under the cost method.

Fair  Value  of  Financial  Instruments

At  September  30,  2000  and  1999,  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 liabilities and notes payable approximates their fair value
based  on  their  liquidity  and/or  short-term  nature.

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-salable inventories, and records
necessary  provisions  to  reduce  such  inventories  to  net  realizable value.


<PAGE>

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

2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

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  Assets

The  Company  makes  periodic  reviews  for the impairment of long-lived assets,
including  goodwill,  whenever  events or changes in circumstances indicate that
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.  No  such  impairment losses have been identified by the Company for the
periods  ended  September  30,  2000  and  1999.

Concentration  of  Credit  Risk  and  Economic  Dependence

Financial instruments that potentially subject the Company to a concentration of
credit  risk  consist  principally  of cash, short-term investments and accounts
receivable.  Cash  is  custodied  with  high-quality  financial institutions and
short  term  investments  are  made  in  investment grade securities to mitigate
exposure  to credit risk.  The Company had revenues from one customer during the
year  ended September 30, 2000 that accounted for 79% of equipment sales and 25%
of  trade  accounts  receivable  as  at  September  30,  2000.

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 dollars 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  statements  of  operations.


<PAGE>

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

2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Advertising

The  Company  expenses  advertising  costs  as  they  are incurred.  Advertising
expense  is  included  in selling, general and administrative operating expenses
and  amounts to $25,900 and $Nil in the years ended September 30, 2000 and 1999,
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.

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 Data Systems Corp. 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,  and  has made the pro forma disclosures required by SFAS 123 in Note
13.  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  Common  Share

Basic  earnings  per  share  is  computed  by dividing the net loss available to
common  shareholders 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 considered common share
equivalents  and  reflected  accordingly.

Comprehensive  Income

SFAS  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.  The  Company  has no comprehensive income items, other than the net
loss  in  any  of  the  periods  presented.

<PAGE>

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

2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Recent  Accounting  Pronouncements

In  June  1998,  the  FASB  issued  SFAS  No.  133,  Accounting  for  Derivative
Instruments  and  Hedging Activities, which establishes accounting and reporting
standards  for  derivative  instruments  and  hedging  activities.  SFAS No. 133
requires  that  an  entity  recognize  all  derivatives  as  either  assets  or
liabilities in the statement of financial position and measure those instruments
at  fair  value.  The  FASB  subsequently  issued SFAS No. 137 which delayed the
required  effective  date for adoption of SFAS No. 133 to fiscal years beginning
after June 15, 2000.  The Company will adopt SFAS No. 133 as amended by SFAS No.
137  in the first quarter of fiscal year 2001.  The Company does not expect that
adoption  of  this  standard  will  have  a  material effect on its consolidated
financial  position  or  results  of  operations.

In March 2000, the FASB issued FASB Interpretation No. 44 ("FIN 44"), Accounting
for  Certain  Transactions Involving Stock Compensation.  Effective July 1, 2000
with respect to certain provisions applicable to new awards, exchanges of awards
in  a  business combination, modifications to outstanding awards, and changes in
grantee  status  that  occur  on  or after that date.  FIN 44 addresses practice
issues  related  to  the application of APB Opinion No. 25, Accounting for Stock
Issued  to  Employees.  The application of FIN 44 did not have a material impact
on  the  Company's  consolidated  financial  position  or results of operations.

In  December  1999,  the  SEC  issued Staff Accounting Bulletin ("SAB") No. 101,
Revenue  Recognition  in Financial Statements.  The SAB provides guidance on the
recognition,  presentation  and  disclosure  of  revenue in financial statements
filed  with  the  SEC.  Although SAB No. 101 does not change any of the existing
rules  on revenue recognition, it draws upon existing rules and explains how the
SEC  staff  applies those rules, by analogy, to other transactions that existing
rules  do  not  specifically  address.  SAB No. 101, as amended by SAB No. 101B,
becomes  effective for the fourth fiscal quarter of fiscal years beginning after
December 15, 1999.  Company management believes that the adoption of SAB No. 101
does not have a significant effect on its consolidated results of operations and
financial  position.



<PAGE>

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

3.     BUSINESS  ACQUISITIONS

Optica  Communications  International  Inc.

Effective  March  15,  2000,  the  Company  acquired  100%  of  the  issued  and
outstanding  common stock of Optica Communications International Inc., a British
Virgin  Islands  corporation  ("Optica")  and  sole  shareholder  of  Optica
Communications  Inc.,  a British Columbia corporation, and Optica Communications
Inc.,  a Nevada incorporated company, both of which are start-up companies.  The
shares  of  Optica  were  acquired  in  consideration  for 450,000 shares of the
Company's  Series  A  Convertible  Preferred  Stock,  par value $0.001 per share
("Series A Preferred Stock").  Each Series A Preferred Stock is convertible into
185  shares  of common stock and has 185 votes per Series A Preferred Stock.  An
aggregate  83,250,000 shares of common stock are issuable upon conversion of all
of  the  Series  A  Preferred  Stock.  If converted, the holders of the Series A
Preferred  Stock would own approximately 73% of the Company's outstanding common
stock  based  on  the  30,522,703  common  stock outstanding at the date of this
transaction.  As  the  shareholders  of  Optica  have the ability to control the
Company  subsequent  to  the  business combination, Optica was identified as the
acquirer  in the business combination and the transaction has been accounted for
as  a  reverse acquisition under the purchase method of accounting.  However, no
goodwill  has  been  recorded  as  the  Company was a non-operating public shell
corporation prior to March 15, 2000.  Optica was incorporated on April 27, 1998.
Optica  was  dormant  until  the  year  ended  September  30,  1999.

The purchase price of $70,634 represents the net tangible assets of the Company.
The  total  consideration  was  allocated  based on estimated fair values of the
Company's  assets  and  liabilities  on  the  acquisition  date  as  follows:

<TABLE>
<CAPTION>



<S>                               <C>
Cash and cash equivalents. . . .  $   409,066
Other assets . . . . . . . . . .    4,020,575
                                  $ 4,429,641
                                  ------------
Less:
Current liabilities. . . . . . .  $  (526,241)
Other liabilities. . . . . . . .   (3,832,766)
                                  $(4,359,007)
                                  ------------
Net identifiable assets acquired  $    70,634
                                  ============

</TABLE>


Zed  Data  Systems  Corp.

Effective  July  7, 2000, the Company acquired all of the issued and outstanding
common  shares of Zed Data Systems Corp., a British Columbia, Canada corporation
("Zed")  for  the  payment  of  a  $5,000,000  promissory note and has agreed to
exchange  50,000  Class  D Preferred shares of Zed for 50,000 Series B Preferred
shares  of  the  Company  at  the  option of the vendor.  The Series B Preferred
shares  are  convertible  into  15,000,000  common  shares of the Company.  This
conversion  right  has  been  valued  at  $22,218,750  and  has been recorded as
Additional  Paid-in  Capital.


<PAGE>

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

3.     BUSINESS  ACQUISITIONS  (CONTINUED)

Zed  Data  Systems  Corp.  (Continued)

Zed  is  a  value  added  reseller  of  data  communications  equipment.  This
acquisition  was  accounted  for  under  the  purchase  method  of  accounting.
Accordingly,  the  results of operations of Zed are included in the consolidated
statement  of  loss  since  the  acquisition  date,  and  the related assets and
liabilities were recorded based upon their respective fair values at the date of
acquisition.  The  total  consideration  was  allocated  based on estimated fair
values  on  the  acquisition  date  as  follows:

<TABLE>
<CAPTION>



<S>                               <C>
Current assets . . . . . . . . .  $ 1,481,520
Other assets . . . . . . . . . .      124,902
                                  ------------
                                    1,606,422
Less:  Current liabilities . . .   (1,485,513)
                                  ------------
Net identifiable assets acquired      120,909
Goodwill . . . . . . . . . . . .   27,097,841
                                  ------------
Purchase price . . . . . . . . .  $27,218,750
                                  ============
</TABLE>


In connection with finalizing the purchase price allocation of this transaction,
the  Company  is  currently evaluating the fair value of the assets acquired and
liabilities  assumed.  Using  this  information,  the  Company will make a final
allocation  of  the  purchase  price.  Accordingly,  the  purchase  accounting
information  is  preliminary.

Pro  Forma  Information

The  following  table presents the unaudited pro forma results of operations for
informational  purposes, assuming InvestAmerica had acquired Zed Data and Optica
at  the  beginning  of  the  1999  fiscal  year.


<TABLE>
<CAPTION>

                        Year ended September 30,
                       ---------------------------
                           2000          1999
                       ------------  -------------
                       (unaudited)
<S>                    <C>           <C>
Net revenues. . . . .  $ 7,191,599   $  1,888,956
Net Loss. . . . . . .  $(6,265,018)  $(12,890,013)
Basic loss per share.        (0.06)         (0.15)
</TABLE>


The  pro  forma  results  of  operations  give  effect  to  certain adjustments,
including  amortization  of  goodwill.  The  information  may not necessarily be
indicative of the future combined results of operations of InvestAmerica, Optica
and  Zed.



<PAGE>

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

4.     ACCOUNTS  RECEIVABLE


<TABLE>
<CAPTION>

                                    September 30,
                                    -------------

                                   2000      1999
                                 ---------  ------
<S>                              <C>        <C>
Trade accounts receivable . . .  $451,082   $    -
Note receivable . . . . . . . .     9,462        -
Income taxes receivable . . . .    17,958        -
Other accounts receivable . . .     7,446    3,738
Allowance for doubtful accounts   (80,977)       -
                                 ---------  ------
Accounts receivable . . . . . .  $404,971   $3,738
                                 =========  ======
</TABLE>



The  note  receivable  does  not  bear  interest  and  is  unsecured.


5.     LONG-TERM  INVESTMENT

Pursuant  to  a  subscription  agreement  between  the  Company  and  Omnigon
International  Ltd.  ("Omnigon"), a British Virgin Island International business
company,  dated  January 21, 2000, the Company agreed to purchase 833,333 shares
of  Omnigon  Class C Preferred Stock at US$6 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 Omnigon on a 1-for-1 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, Omnigon 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  Omnigon  is  less  than  5%.  Omnigon is a private
development  stage  company  and  currently  has  no  revenues  operating in the
communications  industry.  As  Omnigon  is  not  a  publicly  traded company and
currently  has  no  revenues,  it  is impracticable to determine the fair market
value  of  its  shares.  Management has the ability to and intends to hold these
shares  for  a  period  greater  than  one  year.

<PAGE>

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

6.     PROPERTY  AND  EQUIPMENT

<TABLE>
<CAPTION>

                              September  30,
                                  2000
                                --------
<S>                             <C>
Cost:
Computer hardware. . . . . . .  $101,309
Computer software. . . . . . .     8,668
Office furniture and equipment    28,168
                                $138,145
                                --------
Less accumulated depreciation:
Computer hardware. . . . . . .     8,181
Computer software. . . . . . .     2,032
Office furniture and equipment     1,558
                                --------
                                  11,771
                                --------
Property and equipment, net. .  $126,374
                                ========
</TABLE>

7.     GOODWILL

<TABLE>
<CAPTION>

                                 September  30,
                                     2000
                                 ------------
<S>                              <C>
Goodwill. . . . . . . . . . . .  $27,097,841
Less:  Accumulated amortization   (1,354,892)
                                 ------------
Goodwill, net . . . . . . . . .  $25,742,949
                                 ============
</TABLE>



8.     ACCOUNTS  PAYABLE  AND  ACCRUED  LIABILITIES

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

<TABLE>
<CAPTION>

                                                        September 30,
                                                      -----------------
                                                         2000     1999
                                                       --------  ------
<S>                                                    <C>       <C>
Trade accounts payable. . . . . . . . . . . . . . . .  $185,542  $4,627
Accrued compensation. . . . . . . . . . . . . . . . .    79,403       -
Accrued interest due to related parties (see Note 15)   323,112       -
                                                       --------  ------
Accounts payable and accrued liabilities. . . . . . .  $588,057  $4,627
                                                       ========  ======
</TABLE>


9.     NOTES PAYABLE

<TABLE>
<CAPTION>

                                 September 30,
                                      2000
                                   ----------
<S>                                <C>
Smith Shelf Company Number 15 Ltd  $3,930,635
Ewing Consulting Corp . . . . . .     703,275
Due to shareholder/director . . .     366,090
                                   ----------
                                    5,000,000
Due to shareholder and director .   2,000,000
Global Futures Corporation. . . .      39,755
                                   ----------
Notes payable . . . . . . . . . .  $7,039,755
                                   ==========
</TABLE>

The  notes  payable  to  Smith Shelf Company Number 15 Ltd. and 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. (see Note 3).  The notes are payable in 6
equal  monthly  installments,  each  such  installment  aggregating  $715,000
commencing  February  28,  2001,  followed  by one final installment aggregating
$710,000  on  August 31, 2001.  The notes bear interest at 12% per annum and are
secured  by  a  security  interest  in the Company's assets including
shares  of  Zed  common  stock.

The  note  payable  to  a shareholder and director consists of a $2,000,000 note
bearing  interest  at  12%  per  annum,  is unsecured and has no fixed repayment
terms.

The  note  payable to Global Futures Corporation, a related party of the Company
with  a  director  in  common,  bears  interest  at  10% per annum, has no fixed
repayments  terms,  is  unsecured  and  is  due  on  demand.


10.     DUE  TO  RELATED  PARTY

In  addition to the $2,000,000 note payable described above, an amount is due to
a shareholder and director of the Company in respect of expenses incurred by the
individual  on  behalf  of  InvestAmerica.  The  amount bears no fixed repayment
terms,  does  not  bear  interest  and  is  unsecured.



<PAGE>

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

11.     COMMITMENTS  AND  CONTINGENCIES

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:


        2001                            $     65,748
        2002                                  66,190
        2003                                  66,190
        2004                                  55,160
                                        ------------
                                        $    253,288
                                        ============

Rent expense totaled approximately $20,959 for the year ended September 30, 2000
and  $Nil  for  the  year  ended  September  30,  1999.

Contingency

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.  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.

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
Company  to  re-issue the Settlement 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.


<PAGE>

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

11.     COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

Contingency  (continued)

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 has 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.

Management  is  uncertain  as  to  the  resolution  of this matter at this time.


12.     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.  The  Company  issued  450,000  Series A
Preferred  Stock  during  the  year  (See  Note  3).


<PAGE>

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

12.     SHAREHOLDERS'  EQUITY  (DEFICIT)  (CONTINUED)

(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 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  (See  Note  3).

(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.

(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.


13.     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.

<PAGE>

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

13.     STOCK  BASED  COMPENSATION  (CONTINUED)

Employee  Stock  Option  Plan  (Continued)

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

<TABLE>
<CAPTION>

                                   Options Outstanding
                              --------------------------------
                                                       Weighted
                              Options       Number of  Average
                              Available      Common    Exercise
                              for Grant      Shares    Price
                             ------------  ----------  ------
<S>                          <C>           <C>         <C>
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
                             ============  ==========  ======
</TABLE>

The  following  tables  summarize  information  concerning  outstanding  and
exercisable  options  at  September  30,  2000:


<TABLE>
<CAPTION>

                                                         Options Exercisable
                                                        --------------------
                          Average      Weighted                  Weighted
                          Remaining    Average                   Average
Exercise                  Contractual  Exercise                  Exercise
Price       Number        Life         Price       Number        Price
per Share   Outstanding   (in years)   per Share   Exercisable   per Share
            ----------  ------------  -----------  ----------  ------------
<S>         <C>         <C>           <C>          <C>         <C>
$ 1.20. . .   6,150,000           4.2  $      1.20   2,460,000  $       1.20
$ 1.41. . .     715,000           4.8  $      1.41      39,722  $       1.41
$ 5.25. . .   3,000,000           4.4  $      5.25     840,000  $       5.25
$ 5.94. . .     735,000           4.6  $      5.94     147,000  $       5.94
-----------  ----------                -----------  ----------  ------------
$ 1.20-5.94  10,600,000                $      2.69   3,486,722  $       2.38
==========  ==========               ============  ===========  ============

</TABLE>

<PAGE>

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

13.     STOCK  BASED  COMPENSATION  (CONTINUED)

Share-Based  Compensation

The Company issued 300,000 common shares to employees during the year.  The fair
value  of  these  shares, $1,575,000, has been charged to income as compensation
expense  and  included  in  selling, general and administrative costs during the
year.

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.  An  alternative method of accounting for
stock  options  is SFAS No. 123, Accounting for Stock-Based Compensation.  Under
SFAS  No.  123,  employee  stock  options are valued at the grant date using the
Black-Scholes  valuation model and the resultant compensation cost is recognized
ratably  over the vesting period.  Had compensation cost for the Company's share
option  plan been determined based on the Black-Scholes value at the grant dates
for  awards  as  prescribed by SFAS No. 123, pro forma net loss and net loss per
share  would  have  been  as  follows:


<TABLE>
<CAPTION>

                                                  September 30,
                                             -----------------------
                                                  2000        1999
                                              ------------  --------
<S>                                           <C>           <C>
Net income (loss)
  As reported. . . . . . . . . . . . . . . .  $(4,840,861)  $(4,559)
  SFAS No. 123 pro forma . . . . . . . . . .  $(8,793,157)  $(4,559)

Basic and diluted earnings (loss) per share
  As reported. . . . . . . . . . . . . . . .  $     (0.05)  $ (0.00)
  SFAS No. 123 pro forma . . . . . . . . . .  $     (0.09)  $ (0.00)
</TABLE>



<PAGE>

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

13.     STOCK  BASED  COMPENSATION  (CONTINUED)

Share-Based  Compensation  (Continued)

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.  The weighted average
Black-Scholes  option  pricing  model  value  of options granted under the share
option  plan  during the year ended September 30, 2000 was $1.03 per share.  The
fair  value  for  these  options  was  estimated  at the date of grant using the
following  weighted  average  assumptions:

<TABLE>
<CAPTION>

                                                          September 30,
                                                         -----------------
                                                            2000     1999
                                                         ----------  -----
<S>                                                      <C>         <C>
Assumptions

Volatility factor of expected
  market price of the Company's shares. . . . . . . . .        203%   0.0%
Dividend yield. . . . . . . . . . . . . . . . . . . . .        0.0%   0.0%
Weighted average expected life of stock options (years)   5.0 years    N/A
Risk free interest rate . . . . . . . . . . . . . . . .        7.0%    N/A
</TABLE>

14.     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,  2000  are  as  follows:


<TABLE>
<CAPTION>

                                                        September 30,
                                                    -------------------
                                                        2000      1999
                                                    ------------  -----
<S>                                                 <C>           <C>
Deferred income tax assets
Net operating tax loss carry-forwards. . . . . . .  $ 1,599,811   $   -
Book and tax base differences on assets. . . . . .        7,050       -
                                                    ------------  -----
Total deferred income tax assets . . . . . . . . .    1,606,861       -
Total deferred income tax liabilities. . . . . . .            -       -
Valuation allowance for deferred income tax assets   (1,606,861)      -
                                                    ------------  -----

Net deferred income tax assets . . . . . . . . . .  $         -   $   -
                                                    ============  =====
</TABLE>


<PAGE>

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

14.     INCOME  TAXES  (CONTINUED)

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,  2000,  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.


15.     RELATED  PARTY  TRANSACTIONS

The  Company  made interest payments to Ewing Consulting Corp. ("Ewing") of $211
and  principal  repayments  in  respect  of  notes and loans payable to Ewing of
$27,483.  The  Company  has  a  note  payable to Ewing with principle balance of
$703,275  with accrued interest thereon of $20,116 outstanding at year end.  The
Company  paid  $6,770  in  management  fees  to  Ewing  during  the  year.

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 $112,427
outstanding  at  year  end.

The  Company  has  a  note payable to one of its major shareholders and director
with  a  principal  balance of $366,090 with accrued interest thereon of $10,471
outstanding  at  year  end.

The  Company has a note payable to another major shareholder and director with a
principal  balance  of  $2,000,000  with  accrued  interest  thereon of $200,214
outstanding  at  year  end.  The Company owes the same shareholder $2,268,345 at
year  end.

The  Company  paid  a  director  $6,000 for consulting services during the year.


16.     SUBSEQUENT  EVENTS

The  Board  of  Directors  of the Company approved an amendment to the Company's
Articles of Incorporation to increase the number of authorized common stock from
50,000,000  shares to 200,000,000 shares, and such amendment was approved by the
stockholders of the Company at a Special Meeting of Shareholders held on October
27, 2000.  The amendment to the Company's Articles of Incorporation was filed on
November  29,  2000, and accordingly as at December 15, 2000, the Company has an
authorized  share  capital  of  200,000,000  common  stock.


<PAGE>

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

     In  December,  2000,  we  decided to engage new auditors as our independent
accountants  to audit our financial statements.  Our Board of Directors approved
the  change  of  accountants  to  Deloitte  &  Touche, LLP on December 28, 2000.

     During our two most recent fiscal years, and any subsequent interim periods
preceding  the change in accountants, there were no disagreements with Braverman
&  Company, Certified Public Accountants, on any matter of accounting principles
or  practices, financial statement disclosure, or auditing scope procedure.  The
report  on  the  financial statements prepared by Braverman & Company, Certified
Public  Accountants, for either of the last two years did not contain an adverse
opinion  or  a  disclaimer  of  opinion,  nor was it qualified or modified as to
uncertainty,  audit  scope  or  accounting  principals.  The  decision to change
accountants was based on the determination by our Board of Directors that such a
step  was  necessary  before  proceeding  with  our  reapplication  for a Nasdaq
SmallCap  market  listing.

                                    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:

<TABLE>
<CAPTION>



                                                                                                              DATE FIRST
NAME                                   POSITION HELD WITH THE COMPANY                   AGE              ELECTED OR APPOINTED
---------------------------------  ---------------------------------------  ---------------------------  --------------------
<S>                                <C>                                      <C>                          <C>

Douglas Smith                      President, Chief Executive Officer                                    Appointed to all offices
                                   and Chairman of the Board of Directors               45               October 21, 1999
---------------------------------  ---------------------------------------  ---------------------------  --------------------
Brian Kitts                        Secretary, Treasurer and Director                    45               Director since October 11,
                                                                                                         1997. President, Secretary
                                                                                                         and Treasurer since
                                                                                                         October 11, 1999
---------------------------------  ---------------------------------------  ---------------------------  --------------------
Ernst H. Gemassmer                 Executive Vice President and Director                59               Director since November
                                                                                                         24, 1999.  Executive
                                                                                                         Vice President since
                                                                                                         January 2,   2001
---------------------------------  ---------------------------------------  ---------------------------  --------------------
Fred F. Fierling                   Director                                             45               November 24, 1999
---------------------------------  ---------------------------------------  ---------------------------  --------------------
Rickart A. Connole                 Vice President, Business Development                 56               July 24, 2000
---------------------------------  ---------------------------------------  ---------------------------  --------------------
Neil Wieler                        Director of Technology (Optica)                      52               March 6, 2000
---------------------------------  ---------------------------------------  ---------------------------  --------------------

<PAGE>

Merlin D. Mott                     Systems Engineer and Manager of                       28              January 2, 1996
                                   Technical Services (Zed)
---------------------------------  ---------------------------------------  ---------------------------  --------------------
Shoni Bernard                      Secretary of Zed                                      42              December 15, 1998
---------------------------------  ---------------------------------------  ---------------------------  --------------------
</TABLE>

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.

Douglas  Smith - President, Chief Executive Officer and Chairman of the Board of
Directors

     Doug  Smith  is  our  President, CEO, director and Chairman of our Board of
Directors  and  a  co-founder  (1980)  of  Zed.  He is also CEO and President of
Pacific  Bancorp  Inc.  (June  1993  to present), a venture capital and merchant
banking  company.  He  is  a  member  of  the  Law  Society of British Columbia.

     He obtained a Bachelor of Arts (Honors) in Economics from the University of
Calgary  and  a  Bachelor  of  Laws  from  the  University  of British Columbia.

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.

Ernst  H.  Gemassmer  -  Executive  Vice-President  and  Director

     Ernst  Gemassmer was formerly Vice President and general manager of Fujitsu
Software,  a  large  software  company.  From  1994  to  1997, Mr. Gemassmer was
president  of  Navtech International, a division of Navigation Technologies Inc.
From  1991  to  1998, Mr. Gemassmer was Senior Vice President of Novell Inc. and
from  1984  to  1987 he was the Vice President International of Micom Systems, a
company involved in data communication products.  He has also held various other
positions and has acted as a consultant with other high tech companies including
Adaptec  Inc.,  Tektronix  and  A.  B.  Dick.

     Mr.  Gemassmer  holds  a  Bachelor  of Science Degree in Chemistry from the
University of Pittsburgh, a Masters Degree in Economics from the Fletcher School
of  Law  and  Diplomacy  (Tufts  University),  and  a  Masters  of  Business
Administration  from  INSEAD  in  Fontainebleau,  France.

     On  January 4, 2001, an event subsequent to the fiscal year ended September
30,  2000,  we  announced the appointment of Mr. Gemassmer as our Executive Vice
President.

<PAGE>

Fred  F.  Fierling  -  Director

     Fred  Fierling  is  President  of  Microplex Systems Ltd., a privately held
manufacturer of networking equipment.  Mr. Fierling co-founded Microplex in 1978
and  has  assumed  a  wide  variety of roles as that company grew to its present
size.  In  1989,  he  designed  the  A100, an integrated circuit that formed the
basis  of  a line of local area networking equipment and resulted in Microplex's
entry  into  the  local  area-networking  field.  He  subsequently  oversaw  the
development  of  the  industry's  first  low  cost  TCP/IP  based  print server.

Rickart  A.  Connole  -  Vice  President,  Business  Development

     Mr.  Connole  is  our  Vice  President  for  Business  Development.  He  is
responsible for business development activities including fund raising, business
plan  development,  strategic  relationships  and  corporate  development.  Mr.
Connole  has  over  thirty  years of experience in business development, venture
capital,  finance,  accounting,  corporate  administration and computer systems.
Before joining our company, he acted as the chief financial officer for a number
of start-up and expanding companies.  He obtained his Bachelor of Science Degree
and  his  Masters  of  Business  Administration  from Syracuse University and is
licensed  as  a  Certified  Public  Accountant  in  New  York.

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.

Shoni  Bernard  -  Secretary  (Zed  Data  Systems  Corp.)

     Shoni Bernard is a practising lawyer at Smith & Company in Burnaby, British
Columbia.  Ms.  Bernard  was  called to the British Columbia Bar in 1983 and has
been  in  private  practice  since  that  date.  Her  primary practice areas are
residential  real  estate,  corporate law and commercial law.  Ms. Bernard has a
Bachelor  of  Social  Sciences  and  a  Bachelor  of Laws from the University of
Ottawa.

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;

-     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

<PAGE>

-     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:

<TABLE>
<CAPTION>



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

Doug Smith . . . . . . .      Nil                  1(1)                     1(1)
                          -------------  ---------------------------  ----------------
Brian Kitts. . . . . . .      Nil                  Nil                      Nil
                          -------------  ---------------------------  ----------------
Fred Fierling. . . . . .      1(2)                 Nil                      Nil
                          -------------  ---------------------------  ----------------
Ernst Gemassmer. . . . .      1(2)                 Nil                      Nil
                          -------------  ---------------------------  ----------------
Crystsal Marriott S.A. .      Nil                  1(1)                     1(1)
                          -------------  ---------------------------  ----------------
Russells Systems Limited      Nil                  1(1)                     1(1)
                          -------------  ---------------------------  ----------------
Virgil Securities S.A. .      Nil                  1(1)                     1(1)
                          -------------  ---------------------------  ----------------
Winjoy Services Centre
Limited. . . . . . . . .      Nil                  1(1)                     1(1)
------------------------  -------------  ---------------------------  ----------------
<FN>

(1)     The  named  officer,  director or greater than 10% shareholder, as applicable,
did not file a Form 3 - Initial Statement of Beneficial Ownership.  However, the named
officer, director or greater than 10% shareholder subsequently filed a Form 5 - Annual
Statement  of  Changes  in  Beneficial  Ownership.

(2)     The  named  directors  filed  late  a Form 3 - Initial Statement of Beneficial
Ownership.
</TABLE>

Meetings  and  Committees  of  the  Board  of  Directors

     During  the  fiscal  year  ended September 30, 2000, the Board of Directors
held seven (7) 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.

     For  the fiscal year ended September 30, 2000, the only standing committees
of  the  Board of Directors were the audit committee and compensation committee.
The  audit  committee  is  comprised of Fred Fierling, Ernst Gemassmer and Brian
Kitts.  The  compensation  committee  is  comprised  of  Fred Fierling and Ernst
Gemassmer.  There  were  no  meetings of the audit committee or the compensation
committee  during  the  fiscal  year  ended  September  30,  2000.

<PAGE>

ITEM  10.     EXECUTIVE  COMPENSATION

Employment  Agreements

Lyle  Kerr

     On  February  8,  2000,  our  subsidiary  Optica entered into an employment
agreement  with  Lyle  Kerr, pursuant to which Mr. Kerr is currently employed as
General  Manager  of  Optica.  The  agreement  continues  until  it is otherwise
terminated.  The  agreement  may  be  terminated with or without cause by either
party.  If  Optica  terminates the agreement without cause, Mr. Kerr is entitled
to  payment  of  a  separation  allowance  equivalent to one year's base salary,
currently  CDN $120,000 (approximately $80,000).  If the agreement is terminated
for  cause,  Mr.  Kerr  is  not  entitled to a separation allowance.  Mr. Kerr's
annual  salary is currently CDN $120,000 (approximately $80,000).  The agreement
also  provided  for a signing bonus of 100,000 shares of our common stock, which
vested over 10 weeks in the amount of 10,000 per week, options to purchase up to
an  aggregate  of  1,000,000  shares of our common stock at a price of $5.25 per
share for 5 years, such options vesting in the amount of 40,000 per month for 25
months,  and  various  other  benefits.

Neil  Wieler

     On  February  8,  2000,  our  subsidiary  Optica entered into an employment
agreement  with  Neil Wieler, pursuant to which Mr. Wieler is currently employed
as Director of Technology Development for Optica.  The agreement continues until
it  is  otherwise  terminated.  The  agreement may be terminated with or without
cause  by  either  party.  If Optica terminates the agreement without cause, Mr.
Wieler is entitled to payment of a separation allowance equivalent to one year's
base  salary,  currently CDN $120,000 (approximately $80,000).  If the agreement
is  terminated  for cause, Mr. Wieler is not entitled to a separation allowance.
Mr.  Wieler's  annual salary pursuant to the agreement is currently CDN $120,000
(approximately  $80,000).  The  agreement  also  provided for a signing bonus of
100,000  shares of our common stock, which vested over 10 weeks in the amount of
10,000  per  week, options to purchase up to an aggregate of 1,000,000 shares of
our common stock at a price of $5.25 per share for 5 years, such options vesting
in  the  amount  of  40,000 per month for 25 months, and various other benefits.

Jim  Duncan

     On  February  8,  2000,  our  subsidiary  Optica entered into an employment
agreement with Jim Duncan, pursuant to which Mr. Duncan is currently employed as
Director of Sales and Marketing for Optica.  The agreement continues until it is
otherwise  terminated.  The agreement may be terminated with or without cause by
either  party.  If  Optica terminates the agreement without cause, Mr. Duncan is
entitled  to  payment  of  a  separation allowance equivalent to one year's base
salary  currently  CDN  $120,000  (approximately  $80,000).  If the agreement is
terminated for cause, Mr. Duncan is not entitled to a separation allowance.  Mr.
Duncan's  annual  salary  pursuant  to  the  agreement is currently CDN $120,000
(approximately  $80,000).  The  agreement  also  provided for a signing bonus of
100,000  shares of our common stock, which vested over 10 weeks in the amount of
10,000  per  week, options to purchase up to an aggregate of 1,000,000 shares of
our common stock at a price of $5.25 per share for 5 years, such options vesting
in  the  amount  of  40,000 per month for 25 months, and various other benefits.

Rick  Connole

     On  July  20,  2000,  we  entered  into  an  employment agreement with Rick
Connole,  pursuant  to which Mr. Connole is currently employed as an independent
contractor  in  the  position  of  Vice  President of Business Development.  The
agreement  continues  for  a 3 year term effective July 24, 2000.  The agreement
may  be  terminated  with or without cause by either party with 30 days' written
notice  to  the  other  party.  Mr.  Connole  will  be  paid a commission on any
financing  concluded  by  us of which Mr. Connole is demonstrably the cause at a
rate  ranging  from 5% of the amount financed where we are not required to pay a
commission  to  any  third  party,  to  2%  of  the amount financed where we are
required  to  pay  a commission to a third party.  The commission is payable, at
our  option,  in  shares  of  our  common stock.  In addition, if Mr. Connole is
required  to  perform  certain services other than corporate finance, he will be
paid at the rate of $100 per hour ($1,000 per day maximum), plus approved travel
and  other  expenses.  The agreement also provides for options to purchase up to
an  aggregate  of  100,000  shares  of  our

<PAGE>

common  stock at a price of $1.41 per share for 3 years, such options vesting in
equal  monthly  increments  over  36  months.

Mark  Nomura

     On  September  8,  2000,  our  subsidiary Optica entered into an employment
agreement  with  Mark Nomura, pursuant to which Mr. Nomura is currently employed
as Director of Technology - Customer Connectivity, effective September 29, 2000.
Mr.  Nomura's  annual salary pursuant to the agreement is currently CDN $120,000
(approximately $80,000).  The agreement also provides for options to purchase up
to  an  aggregate  of 120,000 shares of our common stock at a price of $0.66 per
share,  such  options  vesting  in  equal monthly increments over 24 months, and
various  other  benefits,  which  options  we  are  yet  to  issue.

Consultants

     We  have  entered into an oral agreement with Doug Thomas pursuant to which
Mr. Thomas provides investor relation services.  We pay Mr. Thomas CDN$3,000 per
month  (approximately  $2,000)  for  these  services.

     We  have also entered into an oral agreement with Eric Turcotte pursuant to
which  he  provides  us with financial consulting services.  We pay Mr. Turcotte
CDN$125  (approximately  $83)  per  hour  for  these  services.

Summary  of  Compensation  of  Executive  Officers

     The  following  table  summarizes  the  compensation we paid for the fiscal
years ended September 30, 2000, September 30, 1999 and September 30, 1998 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.

<TABLE>
<CAPTION>





                                                                                              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(4)   GRANTED         SHARE UNITS   OUTS
                       -------------------  ----------------  ----------  -----------  -------------  -----------  -------------
<S>                    <C>                  <C>               <C>         <C>          <C>            <C>          <C>
Douglas Smith                         2000  $ Nil              N/A         N/A         2,800,000(7)   N/A           N/A
President,                            1999  $ Nil              N/A         N/A         N/A            N/A           N/A
CEO and Director                      1998  $ N/A              N/A         N/A         N/A            N/A           N/A

Lyle Kerr                             2000  $80,000(2)        $525,000(4)  N/A         1,000,000(8)   N/A           N/A
General Manager of                    1999  N/A               N/A          N/A         N/A            N/A           N/A
Optica                                1998  N/A               N/A          N/A         N/A            N/A           N/A

Neil Wieler
Director of                           2000  $80,000(2)        $525,000(5)  N/A         1,000,000(9)   N/A           N/A
Technology                            1999  N/A               N/A          N/A         N/A            N/A           N/A
Development for                       1998  N/A               N/A          N/A         N/A            N/A           N/A
Optica

Jim Duncan                            2000  $ 80,000(2)       $525,000(6)  N/A         1,000,000(10)  N/A           N/A
Director of Sales and                 1999  N/A               N/A          N/A         N/A            N/A           N/A
Marketing for Optica.                 1998  N/A               N/A          N/A         N/A            N/A           N/A

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


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

Douglas Smith                                                          $N/A
President,                                                              N/A
CEO and Director                                                        N/A

Lyle Kerr                                                        $8,000(11)
General Manager of                                                      N/A
Optica                                                                  N/A

Neil Wieler
Director of
Technology                                                       $8,000(11)
Development for                                                         N/A
Optica                                                                  N/A

Jim Duncan                                                       $8,000(11)
Director of Sales and                                                   N/A
Marketing for Optica                                                    N/A

<PAGE>

<FN>

(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.

(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)     Lyle Kerr received a signing bonus of 100,000 shares of common stock valued at $525,000 in connection with the execution
of  his  employment  agreement.

(5)     Neil  Wieler  received  a  signing  bonus  of  100,000  shares of common stock valued at $525,000 in connection with the
execution  of  his  employment  agreement.

(6)     Jim  Duncan  received  a  signing  bonus  of  100,000  shares  of common stock valued at $525,000 in connection with the
execution  of  his  employment  agreement.

(7)     Doug Smith was granted options to purchase up to 2,800,000 shares of our common stock at the exercise price of $1.20 per
share  on  November  24,  1999.  The  options  expire  5  years  from  the  date  of  grant  and  vest  monthly  over 25 months.

(8)     Lyle  Kerr was granted options to purchase up to 1,000,000 shares of our common stock at the exercise price of $5.25 per
share  on  February  8,  2000.  The  options  vest  monthly  over  25  months  and  expire  February  7,  2005.

(9)     Neil  Wieler  was  granted options to purchase up to 1,000,000 shares of our common stock at the exercise price of $5.25
per  share  on  February  8,  2000.  The  options  vest  monthly  over  25  months  and  expire  February  7,  2005.

(10)    Jim  Duncan  was  granted options to purchase up to 1,000,000 shares of our common stock at the exercise price of $5.25
per  share  on  February  8,  2000.  The  options  vest  monthly  over  25  months  and  expire  February  7,  2005.

(11)    This $8,000 is paid as a car allowance.
</TABLE>

Option  Grants  in  Fiscal  2000

     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  November 24, 1999, our Board of Directors approved the grant of options
to  1  employee,  1 consultant and 4 directors and officers to purchase up to an
aggregate of 6,150,000 shares of our common stock at the exercise price of $1.20
per  share  (the  market  price on the date of grant) for a 5 year term, vesting
monthly  over  25  months.  On February 8, 2000, our Board of Directors approved
the  grant of options to 3 employees to purchase up to an aggregate of 3,000,000
shares  of our common stock at the exercise price of $5.25 per share (the market
price  on  the date of grant) for a 5 year term, vesting monthly over 25 months.
On  April  6,  2000,  our  Board of Directors approved the grant of options to 1
employee  and  1  consultant to purchase up to an aggregate of 735,000 shares of
our  common  stock at the exercise price of $5.94 per share (the market price on
the date of grant) for a 5 year term, of which 10,000 options vested on April 6,
2000,  and  725,000  options vest monthly over 25 months.  On July 21, 2000, our
Board  of Directors approved the grant of options to 14 employees to purchase up
to  an  aggregate of 715,000 shares of our common stock at the exercise price of
$1.41  per  share  (the market price on the date of grant) for a 5 year term, of
which  620,000 options vest over a period of 5 years as to 25% in 12 months with
the  balance  at  1/36 each month, and 100,000 options vest over 3 years at 1/36
per  month.  On  December  7, 2000, our Board of Directors approved the grant of
options  to  5  employees  and  1  consultant  to purchase up to an aggregate of
1,755,000

<PAGE>

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,  2000,  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, 2000 to our executive officers and
directors  except  as  set  out  below:

<TABLE>
<CAPTION>

OPTIONS  GRANTED  IN  THE  CURRENT  YEAR
(through September 30, 2000)


                         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
----------------------  -------------------  ----------------  ---------------  ---------  ----------
<S>                     <C>                  <C>               <C>              <C>        <C>

Doug Smith,
President, CEO and . .                                                                   November 23,
director . . . . . . .           2,800,000                26%  $          1.20  $  1.20          2004
                        -------------------  ----------------  ---------------  ---------  ----------
Brian Kitts,
Secretary, Treasurer .                                                                   November 23,
and director . . . . .         1,750,000(2)               17%  $          1.20  $  1.20          2004
                        -------------------  ----------------  ---------------  ---------  ----------
Fred Fierling, . . . .                                                                   November 23,
director . . . . . . .             725,000              6.84%  $          1.20  $  1.20          2004
                        -------------------  ----------------  ---------------  ---------  ----------
Ernst Gemassmer,
Executive Vice . . . .                                                                   November 24,
President and director           725,000(3)             6.84%  $          1.20  $  1.20          2004
                        -------------------  ----------------  ---------------  ---------  ----------
Lyle Kerr,
General Manager of . .                                                                    February 7,
Optica . . . . . . . .         1,000,000(3)             10.6%  $          5.25  $  5.25          2005
                        -------------------  ----------------  ---------------  ---------  ----------
Neil Wieler,
Director of
Technology
Development for. . . .                                                                    February 7,
Optica . . . . . . . .         1,000,000(3)             10.6%  $          5.25  $  5.25          2005
                        -------------------  ----------------  ---------------  ---------  ----------
Jim Duncan,
Director of Sales and
Manufacturing for. . .                                                                    February 7,
Optica . . . . . . . .         1,000,000(3)             10.6%  $          5.25  $  5.25          2005
----------------------  -------------------  ----------------  ---------------  ---------  ----------
<FN>
(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  10,600,000  options.

(2)     On  December  7,  2000  (a subsequent event to the year ended September 30, 2000), we granted
options  to  purchase  up  to 5,000,000 shares of our common stock at the exercise price of $0.66 per
share.  The  options  expire  in 5 years. Mr. Kitts received 3,500,000 options, James Duncan received
500,000  options,  Lyle  Kerr  received  500,000  options  and  Neil Wieler received 500,000 options.

(3)     On  January  2, 2001 (a subsequent event to the year ended September 30, 2000), Mr. Gemassmer
was  granted  options  to  purchase up to 350,000 shares of our common stock at the exercise price of
$0.50  per  share.  The  options  expire  in  5  years  and  vest  over  a  period  of  24  months.
</TABLE>

<PAGE>

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,  2000.

     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.

     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

Acquisition  of  Optica  Communications  International  Inc.

     On  March 15, 2000, we acquired all of the issued and outstanding shares of
Optica  in  exchange  for  450,000  shares of our Series A Convertible Preferred
Stock.

     Each  share  of  the  450,000  Series  A Preferred Stock that was issued to
former  stockholders  of  Optica pursuant to the acquisition is convertible into
185 shares of our common stock.  The conversion right is exercisable at any time
following  the  closing  of  the  acquisition of Optica, and may be exercised in
respect  of  all  or part of the Series A Preferred Stock.  A stockholder of the
Series  A  Preferred  Stock  seeking  to  exercise the right of conversion shall
deliver  a  written  notice of exercise to us indicating the number of shares of
Series  A  Preferred  Stock  to  be converted, together with duly endorsed stock
certificates representing the Series A Preferred Stock.  Within ten (10) days of
the  deliver  of  the  notice  and  surrender  of  the  Series A Preferred Stock
certificates,  we  are  required  to  issue  share certificates representing our
common stock to the exercising stockholder.  No fractional shares will be issued
pursuant  to  an  exercise  of the conversion right, and fractional common stock
that  would  otherwise  be  issuable  shall be rounded upward or downward to the
nearest  whole  share.

     An  aggregate of 83,250,000 shares of our common stock is issuable upon the
conversion of the 450,000 shares of Series A Preferred Stock.  In addition, each
share  of  Series  A  Preferred  Stock has 185 votes (an aggregate of 83,250,000
votes  for  all  of  the outstanding Series A Preferred Stock), voting together,
except  as  provided  by  law,  with the holders of our common stock as a single
class  of  stock  at  each meeting of our stockholders.  Based on the 31,354,160
shares  of  our common stock issued and outstanding as of December 31, 2000, the
holders  of our Series A Preferred Stock upon conversion would own approximately
73%  of  our  outstanding  common  stock (without giving effect to any currently
outstanding  options).  Therefore,  the issuance of the Series A Preferred Stock
resulted  in  a  change  in  control  of  our  company.

     The former stockholders of Optica now have voting control over our company.
These  stockholders  include:  Russells Systems Limited, Crystsal Marriott S.A.,
Winjoy  Services  Centre Limited, and Virgil Securities S.A.  Douglas Smith, one
of  our  directors  and officers, is one of the beneficiaries of a trust that is
the  sole  stockholder  of  Virgil  Securities  S.A.

<PAGE>

     The  former  stockholders of Optica are entitled to designate up to four of
our  directors for so long as they collectively own or have the right to acquire
at  least  50%  of  the  issued and outstanding shares of our common stock.  The
terms  of the acquisition agreement provided that Brian Kitts will remain as one
of  our  directors  for  at  least one year from March 15, 2000, the date of the
closing  of  the transaction.  Ernst Gemassmer and Fred Fierling, both designees
of the Optica shareholders, were appointed to our Board of Directors on November
24,  1999.

Acquisition  of  Zed  Data  Systems  Corp.

     On July 7, 2000, we acquired Zed from a group which was owned, directly and
indirectly,  by  Douglas Smith, one of our directors and officers.  Mr. Smith is
also  the President and a founder of Zed.  The acquisition of Zed consisted of a
share  purchase  agreement  and  a  share  exchange  agreement.

     Pursuant  to the share exchange, Smith Shelf Company Limited, a corporation
solely  owned by Douglas Smith, one of our directors and officers, exchanged its
approximate  23%  interest  in  the common stock of Zed for 50,000 shares of Zed
Preferred  Stock.  The 50,000 shares of Zed Preferred Stock are exchangeable, at
the  option of the holder at any time and from time-to-time, for an aggregate of
50,000 shares of our Series B Preferred Stock.  As of December 31, 2000, none of
the  shares  of  Zed Preferred Stock have been exchanged for any of our Series B
Preferred  Stock.  When issued, each shares of our Series B Preferred Stock will
be  entitled  to  300 votes (an aggregate of 15,000,000 votes if and when all of
the outstanding Series B Preferred Stock is issued and outstanding), and will be
voted  together  with  our  common  stock  as though they were a single class of
stock.  When  issued,  each  share  of  our  Series  B  Preferred  Stock will be
convertible,  at  any  time  at the option of the holder, into 300 shares of our
common  stock.  Therefore,  upon  exchange of all of the Zed Preferred Stock for
our Series B Preferred Stock, and the subsequent conversion of all of our Series
B  Preferred  Stock  into  our  common  stock,  we  will  issue  an aggregate of
15,000,000  shares  of  our  common stock to Smith Shelf Company Limited (or its
permitted  successor).

     Based upon the 31,354,160 shares of our common stock issued and outstanding
as  of December 31, 2000, and giving effect to the conversion of our outstanding
Series A Preferred Stock into 83,250,000 shares of our common stock, the holders
of  our  Series B Preferred Stock upon conversion would own approximately 12% of
our outstanding common stock (without giving effect to any currently outstanding
options),  and  would be entitled to approximately 12% of the vote on any matter
to  be  decided  by our stockholders.  At such time, the holders of our Series A
Preferred Stock would be entitled to approximately 64% of the vote on any matter
to  be  decided  by  our  shareholders.

     Pursuant to the Share Purchase, we acquired the remaining approximately 77%
of the issued and outstanding shares of the common stock of Zed in consideration
for  three promissory notes in the aggregate principal amount of $5,000,000 (one
to  Smith  Shelf Company Number Fifteen Limited in the amount of $3,930,635; one
to  Ewing Consulting Corp. in the amount of $703,275 and one to Douglas Smith in
the amount of $366,090).  The promissory notes, as amended, bear interest at 12%
per  year and are payable in 6 equal monthly instalments of $715,000, commencing
February  28,  2001,  followed by one final instalment of $710,000 on August 31,
2001.  The  promissory notes are secured by a pledge of the shares of the common
stock  of  Zed we acquired, and by a security interest in all of our present and
after  acquired  assets.  We  intend  to use proceeds from a private offering of
equity  or  debt  to  pay  the  promissory  notes.

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.

<PAGE>

<TABLE>
<CAPTION>



                                             AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER        BENEFICIAL OWNERSHIP(1)  PERCENTAGE OF CLASS(1)
------------------------------------------  -----------------------  ----------------------
<S>                                         <C>                      <C>

Russells Systems Limited(2)
Suite 61, Grosvenor Close
Shirley Street
Nassau, New Providence, Bahamas. . . . . .               54,040,165                     53%
                                            -----------------------  ----------------------
Crystsal Marriott S.A.(3)
Suite 61, Grosvenor Close
Shirley Street
Nassau, New Providence, Bahamas. . . . . .                7,604,980                      7%
                                            -----------------------  ----------------------
Winjoy Services Centre Limited(4)
Suite 61, Grosvenor Close
Shirley Street
Nassau, New Providence, Bahamas. . . . . .                7,604,980                      7%
                                            -----------------------  ----------------------
Virgil Securities S.A.(5)
Suite 61, Grosvenor Close
Shirley Street
Nassau, New Providence, Bahamas. . . . . .               10,499,860                     10%
                                            -----------------------  ----------------------
Montreau Investments Ltd.(6)
P.O. Box 1062
One Capital Place
Georgetown, Grand Cayman BWI . . . . . . .                3,500,015                      3%
                                            -----------------------  ----------------------
Douglas Smith,(7)
Chairman, President(CEO) and director
5104 - 120 Avenue
Edmonton, Alberta, Canada
T5W 1K9. . . . . . . . . . . . . . . . . .               16,680,000                     16%
                                            -----------------------  ----------------------
Brian Kitts,(8)
Secretary, Treasurer and director
1776 Park Avenue, Unit 4
Park City, Utah  84060 . . . . . . . . . .                3,062,500                      3%
                                            -----------------------  ----------------------
Ernst Gemassmer(9)
435 Loreto Street
Mountain View
California  94041. . . . . . . . . . . . .                  435,000                     Nil
                                            -----------------------  ----------------------
Fred Fierling(10)
2946 Waterford Place
Coquitlam, British Columbia, Canada
V6E 2S0. . . . . . . . . . . . . . . . . .                  435,000                     Nil
                                            -----------------------  ----------------------
Daniel Tepper(11)
1350 East Flamingo Road, #52
Las Vegas, Nevada  89119 . . . . . . . . .                4,916,250                      5%
                                            -----------------------  ----------------------
Rickart A. Connole(12)
Vice President, Business Development
84 Elgin Road, P.O. 1136
Pocasset, MA 02559 . . . . . . . . . . . .                   41,670                     Nil
                                            -----------------------  ----------------------

<PAGE>

Shoni Bernard(13)
Secretary of Zed
c/o 148 - 4664 Lougheed Hwy
Burnaby, British Columbia, Canada
V6C 5T5. . . . . . . . . . . . . . . . . .                   60,000                     Nil
                                            -----------------------  ----------------------
Neil Wieler (14)
Director of Technology (Optica)
11430 - 75B Avenue
Delta, British Columbia, Canada. . . . . .                  480,000                     Nil
                                            -----------------------  ----------------------
Merlin D. Mott
Systems Engineer and Manager of Technical
Services (Zed)
1717 Harversley Avenue
Coquitlam, British Columbia, Canada
V3J 1V8. . . . . . . . . . . . . . . . . .                      Nil                     Nil
                                            -----------------------  ----------------------
DIRECTORS AND OFFICERS AS A GROUP(15). . .               20,714,170                     20%
==========================================  =======================  ======================
<FN>

(1)     Based  on  31,354,160  shares of common stock issued and outstanding as of December
31,  2000  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.

(3)     Comprised  of  7,604,980 common shares issuable upon conversion of 41,108 shares of
Series  A  Preferred Stock, which are immediately convertible.  Crystsal Marriott S.A. is a
Bahamas  company  whose  sole  stockholder  is  a  trust.

(4)     Comprised  of  7,604,980 common shares issuable upon conversion of 41,108 shares of
Series  A  Preferred  Stock,  which  are  immediately  convertible.  Winjoy Services Centre
Limited  is  a  Bahamas  company  whose  sole  stockholder  is  a  trust.

(5)     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,  President, CEO, Chairman and a director of the
Company,  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.

(6)     Comprised  of  3,500,015 common shares issuable upon conversion of 18,919 shares of
Series  A Preferred Stock, which are immediately convertible.  Montreau Investments Ltd. is
a  Grand  Cayman  company  whose  sole  stockholder  is  a  trust.

(7)     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 5 above.

(8)     Includes  1,050,000  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.

<PAGE>

(9)     Includes  435,000  common  shares  that Mr. Gemassmer may acquire pursuant to stock
options  that  are  currently exercisable or exercisable within 60 days.  Mr. Gemassmer was
granted  options  to purchase an aggregate of 725,000 common shares, which vest at the rate
of  29,000  shares  per  month  commencing  December  24,  1999

(10)     Includes  435,000  common  shares  that Mr. Fierling may acquire pursuant to stock
options  that  are  currently  exercisable or exercisable within 60 days.  Mr. Fierling was
granted  options  to purchase an aggregate of 725,000 common shares, which vest at the rate
of  29,000  shares  per  month  commencing  December  24,  1999.

(11)     Based  solely  on information set forth in the Company's records that has not been
verified  by Mr. Tepper.  Under the terms of a Settlement Agreement and Release between Mr.
Tepper,  Mr.  Kitts  and  the Company, Mr. Tepper is obligated to vote all of his shares of
common  stock  for management nominees to the Company's Board of Directors and on all other
matters  in  the  same  proportion  as  the  votes cast by the stockholders of the Company.

(12)     Includes  41,670  common  shares  that  Rickart A. Connole may acquire pursuant to
stock  options  that  are currently exercisable or exercisable within 60 days.  Mr. Connole
was  granted  options  to  purchase  100,000 common shares, which vest at the rate of 2,778
shares  per  month  commencing  December  24,  1999.

(13)     Includes  60,000  common  shares  that Shoni Bernard may acquire pursuant to stock
options  that  are  currently  exercisable  or exercisable within 60 days.  Mr. Bernard was
granted  options  to  purchase 100,000 common shares which vest at the rate of 4,000 shares
per  month  commencing  December  24,  1999.

(14)     Includes  480,000  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.

(15)     Includes  3,701,670 common shares that directors and officers may acquire pursuant
to  stock  options  that  are  currently  exercisable  or exercisable within 60 days.  Also
includes 15,000,000 common shares that are issuable upon the conversion of 50,000 shares of
Series  B  Preferred  Stock.  Does  not  include  shares  owned  by Virgil Securities S.A.,
beneficial ownership of which is disclaimed by Mr. Smith.  See footnote 5 above.
</TABLE>

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.

The  Acquisition  of  Optica  Communications  International  Inc.

     On  March 15, 2000, we acquired all of the issued and outstanding shares of
Optica  in  exchange  for  450,000  shares of our Series A Convertible Preferred
Stock.  Each  share  of  the 450,000 Series A Preferred Stock that was issued to
the  former  stockholders  of  Optica  pursuant  to the acquisition agreement is
currently  convertible  into  185  shares  of our common stock.  Accordingly, an
aggregate  of  83,250,000  shares  of  our  common  stock  is  issuable upon the
conversion  of the 450,000 shares of our Series A Preferred Stock.  In addition,
each  share  of  Series A Preferred Stock is currently entitled to 185 votes (an
aggregate  of  83,250,000  votes  for  all of the outstanding Series A Preferred
Stock),  voting  together,  except  as  provided by law, with the holders of our
common  stock  as a single class at each meeting of stockholders of our company.
Based  on the 31,354,160 shares of our common stock issued and outstanding as of
December  31,  2000, the holders of our Series A Preferred Stock upon conversion
would  own  approximately  73%  of  our outstanding common stock (without giving
effect  to  any  currently outstanding options).  Therefore, the issuance of the
Series  A  Preferred  Stock  resulted  in  a  change  in control of our company.

     The  former  stockholders of Optica now have voting control of our company.
These  stockholders  include:  Russells Systems Limited, Crystsal Marriott S.A.,
Winjoy  Services  Centre  Limited,  and  Virgil  Securities  S.A.

<PAGE>

Douglas Smith, one of our directors and officers, is one of the beneficiaries of
a  trust that is the sole stockholder of Virgil Securities S.A, 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  of  Series  A  Preferred  Stock.

The  Acquisition  of  Zed  Data  Systems  Corp.

     On July 7, 2000, we acquired Zed from a group which was owned, directly and
indirectly,  by  Douglas Smith, one of our directors and officers.  Mr. Smith is
also  the  President  and  a founder of Zed.  The Zed acquisition consisted of a
share  purchase  agreement  and  a  share  exchange  agreement.

     In  the  share  exchange, Smith Shelf Company Limited, a corporation solely
owned  by  Douglas  Smith,  one  of  our  directors  and officers, exchanged its
approximate  23%  interest  in  the common stock of Zed for 50,000 shares of Zed
Preferred  Stock.  The 50,000 shares of Zed Preferred Stock are exchangeable, at
the  option of the holder at any time and from time-to-time, for an aggregate of
50,000 shares of our Series B Preferred Stock.  As of December 15, 2000, none of
the  shares  of  Zed  Preferred Stock has been exchanged for any of our Series B
Preferred  Stock.  When  issued, each share of our Series B Preferred Stock will
be  convertible  into 300 shares of our common stock and will be entitled to 300
votes  (an  aggregate  of  15,000,000 votes when all of the outstanding Series B
Preferred  Stock is issued and outstanding), and will be voted together with our
common  stock  as  though  they  were  a single class of stock.  Therefore, upon
exchange of all of the Zed Preferred Stock for our Series B Preferred Stock, and
the subsequent conversion of all of our Series B Preferred Stock into our common
stock,  we will issue an aggregate of 15,000,000 shares of common stock to Smith
Shelf  Company  Limited  (or  its  permitted  successor).

     Based  upon  the  31,354,160 shares of our common stock that are issued and
outstanding  as of December 31, 2000, and giving effect to the conversion of all
of  the Company's outstanding Series A Preferred Stock into 83,250,000 shares of
common  stock,  the holders of our Series B Preferred Stock would be entitled to
approximately  12%  of  the vote on any matter to be decided by our shareholders
and,  upon conversion of their Series B Preferred Stock, would own approximately
12%  of  our  outstanding  common  stock (without giving effect to any currently
outstanding  options).

     In  the  share purchase, we acquired the approximately 77% remaining issued
and  outstanding  shares  of  the common stock of Zed in consideration for three
promissory  notes  in the aggregate principal amount of $5,000,000, one to Smith
Shelf  Company  Number  15  Limited  in  the  amount of $3,930,635, one to Ewing
Consulting  Corp.  in  the  amount  of $703,275, and one to Douglas Smith in the
amount  of $366,090.  The promissory notes, as amended, bear interest at 12% per
year  and  are  payable  in  6 equal monthly instalments of $715,000, commencing
February  28,  2001,  followed by one final instalment of $710,000 on August 31,
2001.  The  promissory  notes  are  secured  by a pledge of the shares of common
stock  of  Zed  acquired by us, and by a security interest in all of our present
and  after acquired assets.  As at the fiscal year ended September 30, 2000, the
promissory note payable to Smith Shelf Company Number 15 Limited has a principle
balance  of  $3,930,635  with  accrued  interest  thereon  of  $112,427, and the
promissory  note  payable  to  Ewing Consulting Corp. has a principal balance of
$703,275  with  accrued  interest  thereon  of  $20,116.

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.

<PAGE>

     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.

Consulting  Fees  Paid  to  a  Director

     We  paid  $6,000  to  Ernst Gemassmer, one of our directors, for consulting
services  rendered  in  the  fiscal year ended September 30, 2000 pursuant to an
oral  consulting  agreement  between  Mr.  Gemassmer  and  our  company.

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

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

     Independent  Auditor's  Report,  dated  January  12,  2001.

     Consolidated  Balance  Sheet  as  at  September  30,  2000  and  1999.

     Consolidated  Statements  of  Operations  for the years ended September 30,
     2000  and  1999.

     Consolidated Statement of Changes in Stockholders' Equity (Deficit) for the
     cumulative  period  from  October  1,  1998  to  September  30,  2000.

     Consolidated  Statements  of  Cash  Flows for the years ended September 30,
     2000  and  1999.

     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

     On  February  15,  2000,  we filed a report on Form 8-K reflecting restated
audited  financial statements for the three years ended September 30, 1999, 1998
and  1997.

     On  March  31,  2000,  we filed a report on Form 8-K in connection with the
acquisition  agreement  with  Optica, dated March 15, 2000 and with an effective
date  of  November 24, 2000, and the resulting change of control of our company.
For  details  on  the  acquisition  of  Optica,  see  Item  1  - "Description of
Business".

     On  April  17, 2000, we filed an amended report on Form 8-K/A in connection
with  the  Form  8-K  filed on March 31, 2000.  The amended Form 8-K/A corrected
certain  details  regarding  the  agreement  to  acquire  Optica.

     On  June  6,  2000,  we  filed  a  second  amended  report on Form 8-K/A in
connection  with  the  Form 8-K filed on March 31, 2000 and the Form 8-K/A filed
April  17,  2000.  The  second  amended  Form  8-K/A  contained  the  audited
Consolidated  Financial  Statements  of  Optica for the year ended September 30,
1999,  Consolidated  Financial  Statements  of Optica for the three months ended
December  31,  1999,  and unaudited Pro Forma Consolidated Financial Information
for  the  year  ended September 31, 1999 and the three months ended December 31,
1999.

     On  July  24,  2000,  we  filed a report on Form 8-K in connection with the
acquisition  of  all of the issued and outstanding shares of common stock of Zed
pursuant  to  a share exchange agreement and a share purchase agreement.  All of
the issued and outstanding shares of common stock of Zed were owned, directly or

<PAGE>

indirectly, by Douglas Smith, one of our directors and officers.  For details on
the  acquisition  of  Zed,  see  Item  1  -  "Description  of  Business".

     On  September  25,  2000,  we filed a report on Form 8-K, which should have
been  filed  as  an  amended Form 8-K/A to the report on Form 8-K filed July 24,
2000  regarding  our  acquisition  of  Zed.  The  September  25,  2000  Form 8-K
contained  the  unaudited Pro Forma Combined Financial Statements of our company
and  Zed.

     On  September  27,  2000,  we  filed  an  amended  report  on Form 8-K/A in
connection  with  the  Form  8-K  filed  on  September  25,  2000  regarding our
acquisition  of  Zed.  The amended Form 8-K/A contained the audited consolidated
balance  sheets,  consolidated statement of operations, shareholders' equity and
cash  flows  for  Zed,  and  the  unaudited Pro Forma Combined Balance Sheet and
Combined  Statement  of  Income  of  our  company  and  Zed.

<PAGE>

                                   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 16, 2001.

     INVESTAMERICA,  INC.

     By:  /s/ Douglas Smith
          Douglas  Smith
          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/ Douglas Smith          January  16,  2001
     Douglas  Smith
     Chairman,  President  and
     Chief  Executive  Officer


     /s/ Brian Kitts            January  16,  2001
     Brian  Kitts
     Secretary,  Director


     /s/ Ernst Gemassmer        January  16,  2001
     Ernst  Gemassmer
     Director


     /s/ Fred Fierling          January  16,  2001
     Fred  Fierling
     Director


<PAGE>

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   Acquisition  Agreement,  dated  as  of  November  22,  1999  and
            consummated  March  15,  2000,  among  our  company  and  Optica
            (incorporated  by reference  from our Form 8-K Current Report, filed
            March  31, 1999, as amended by Form  8-K/A-1  Current  Report, filed
            April  17,  2000,  and  as  further  amended by Form 8-K/A-2 Current
            Report,  filed  June  5,  2000).

     10.2   Share  Exchange  Agreement,  dated  as  of  July  5, 2000, among our
            company,  Zed  Data  Systems  Corp.  and Smith Shelf Company Limited
            (incorporated by reference  from  our Form 8-K Current Report, filed
            July  24,  2000,  as  amended  by Form  8-K  Current  Report,  filed
            September  25,  2000,  and  as further amended by Form  8-K/A  filed
            September  27,  2000).

     10.3   Share  Purchase  Agreement,  dated  as  of July 5, 2000,  among  our
            company,  Zed  Data Systems Corp. and the shareholders of  Zed  Data
            Systems Corp.  named therein (incorporated  by  reference  from  our
            Form 8-K Current Report, filed July  24, 2000,  as  amended  by Form
            8-K  Current  Report,  filed  September  25,  2000, and  as  further
            amended  by  Form  8-K/A  filed  September  27,  2000).

     10.4   1999  Stock  Option Plan of our company, as amended (incorporated by
            reference from  our  Form  S-8  Registration  Statement, filed March
            15, 2000).

     10.5   Employment  Agreement,  dated  February  8,  2000,  between  our
            subsidiary,  Optica.,  and  James  Duncan (incorporated by reference
            from our Form S-8  Registration  Statement, filed March  15,  2000).

     10.6   Employment  Agreement,  dated  February  8,  2000,  between  our
            subsidiary,  Optica,  and  Lyle Kerr (incorporated by reference from
            our  Form  S-8  Registration  Statement,  filed  March  15,  2000).

     10.7   Employment  Agreement,  dated  February  8,  2000,  between  our
            subsidiary,  Optica,  and  Neil  Weiler  (incorporated  by reference
            from our Form S-8 Registration  Statement,  filed  March 15,  2000).

     10.8   Employment Agreement, dated July 20, 2000, between our company and
            Rick  Connole.

     10.9   Employment  Agreement,  dated  September  8,  2000,  between  our
            subsidiary,  Optica,  and  Mark  Nomura.