Securities registered under Section 12(b) of the Act:   
Title of each class                                                            
Name of Exchange on which registered

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

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
twelve months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. [X]  Yes   [   ]  No

Check if disclosure of delinquent filers in response to
Item 405 of Regulation S-K is not contained in this form and no disclosure
will be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this Form 10-KSB or any amendment to this Form 10-KSB   
[   ]

Issuer's revenues for the fiscal year ended December 31,
2001 were $49,089.

As of February 15, 2002, there were 12,033,565 common
shares held by non-affiliates with a market value of $481,343 based on
the February 15, 2002 share price of $0.04.

As of February 15, 2002, there were 42,233,051 shares
of common stock issued and outstanding.

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

PART I

(A) BUSINESS
DEVELOPMENT

(B) BUSINESS
OF THE ISSUER

(C) REPORTS
TO SECURITY HOLDERS

ITEM 2: DESCRIPTION OF PROPERTY

ITEM 3: LEGAL PROCEEDINGS

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

(A) MARKET
INFORMATION

(B) HOLDERS

(C) DIVIDENDS

(D) RECENT
SALES OF UNREGISTERED SECURITIES

ITEM 6: PLAN OF OPERATION

(A) FORWARD-LOOKING
STATEMENTS

(B) MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7: FINANCIAL STATEMENTS

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

(A) DIRECTORS, EXECUTIVE
OFFICERS, PROMOTERS AND CONTROL PERSONS

(B) COMPLIANCE WITH
SECTION 16(A) OF THE EXCHANGE ACT

ITEM 10: EXECUTIVE COMPENSATION

(A) EXECUTIVE COMPENSATION

(B) OPTION GRANTS
IN LAST FISCAL YEAR

(C) AGGREGATED OPTION
EXERCISES AND FISCAL YEAR END OPTION VALUE TABLE

(D) DIRECTOR COMPENSATION

(E) EMPLOYMENT CONTRACTS
AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS

ITEM 11: SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

ITEM 12: CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS

ITEM 13: EXHIBITS, LISTS AND REPORTS
ON FORM 8-K

SIGNATURES

EXHIBIT INDEX

(A) BUSINESS DEVELOPMENT

In December 1990, Pursuit Ventures Corporation ("Pursuit") was incorporated
in the State of Delaware. In August 1998, Pursuit merged with Remington
Assets Limited ("Remington"), a Colorado corporation formed in March 1997.
Pre-merger, Pursuit was Remington's parent corporation.  Under the
terms of the merger, Pursuit became the surviving entity. As this transaction
was between entities under common control, it has been accounted for on
a basis similar to a pooling of interests. In September 1998, Pursuit changed
its name to Reliance Resources Inc ("Reliance"). On August 6, 1999, Reliance
entered into a share exchange agreement with SUM Media Corp. (formerly
known as E-Com Media Corp.), a British Columbia, Canada, Internet media
and marketing Company. Pursuant to the terms of the exchange agreement,
Reliance issued 3,200,000 common shares to acquire all of the issued and
outstanding shares of SUM Media Corp.  Immediately after the share
exchange, Reliance focused its operations on Internet media and marketing. 
From inception to the date of the merger or the share exchange, Reliance,
Pursuit and Remington were inactive companies whose business purpose was
to acquire a business opportunity which management believed offered potential
long-term growth. On August 25, 1999, Reliance changed its name to SUMmedia.com
Inc. (the "Company" or "SUMmedia").

On August 30, 1999, SUMmedia changed its trading symbol on the over-the-counter
bulletin board from "PSVC" to "ISUM".

(B) BUSINESS OF THE ISSUER

SUMmedia has operated as an Internet media and marketing company providing
online coupons, or "eCoupons", for small businesses through its portal,
savingumoney.com.  SUMmedia's goal was to provide Internet marketing
initiatives for smaller businesses lacking the expertise to exploit eCommerce
opportunities.  The Company discontinued all operations as of May
10, 2001, other than such activity required to keep the Company in good
standing with regulatory authorities.  Also on May 10, 2001, the Company's
Canadian operating subsidiary, SUM Media Corp., voluntarily declared bankruptcy
and filed an Assignment for the General Benefit of Creditors pursuant to
the Canadian Bankruptcy and Insolvency Act.  Ernst and Young was appointed
Trustee of the Estate of the Bankrupt. Accordingly, SUM Media Corp. is
in liquidation. The Trustee is currently investigating the title to computer
equipment leased from Hewlett-Packard (Canada) Ltd., and so the subsidiary's
bankruptcy proceedings have not concluded.

SUMmedia is currently looking to acquire other active businesses once
the bankruptcy of its subsidiary is completed.

(C) REPORTS TO SECURITY HOLDERS

SUMmedia intends to send an annual report to its security holders. 
Anyone else wishing to view and/or copy materials filed by SUMmedia with
the Securities and Exchange Commission, may do so at the SEC's Public Reference
Room, 450 Fifth Street, N.W., Washington D.C. 20549.  Information
pertaining to the operations of the SEC's Public Reference Room may be
obtained by calling the SEC at 1-800-SEC-0330. Since SUMmedia is an electronic
filer, interested parties may access its filings at the SEC's website at
http://www.sec.gov.

SUMmedia filed its registration statement with the SEC, and the registration
statement became effective on March 22, 2000.  Prior to that time,
the Company filed reports on a voluntary basis, commencing with its quarterly
report on Form 10-QSB for the quarter ended September 20, 1999.  Since
March 22, 2000, SUMmedia has complied with SEC reporting requirements.

ITEM 2: DESCRIPTION OF PROPERTY

In May 2001, SUMmedia closed down its principal office located in Vancouver,
British Columbia. Three part-time consultants remain, performing ongoing
functions related to regulatory compliance.

ITEM 3: LEGAL PROCEEDINGS

In January 2001, a claim was filed against the Company for unpaid invoices
totaling $51,688 for printing services.  An agreement to settle this
claim has been reached, however, as of December 31, 2001, the settlement
amount of US$15,506.42 had not been paid.

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

On December 28, 2001, the Company held its Annual General Meeting of
Shareholders.  The following actions were taken by the shareholders:



(A) MARKET INFORMATION

SUMmedia's common stock trades on the OTC Bulletin Board. The range
of high and low bid quotations for each quarter was as follows:

|             | 2001 |      | 2000
|------------ | ---- | ---- | ----
|QUARTER      | HIGH | LOW  |     
|March 31     | 0.62 | 0.20 |     
|June 30      | 0.53 | 0.04 |     
|September 30 | 0.15 | 0.04 |     
|December 31  | 0.10 | 0.04 |     

(B) HOLDERS

As of February 15, 2002, SUMmedia had approximately 73 holders of record
of its common stock.

(C) DIVIDENDS

SUMmedia has not declared cash dividends on its common stock since inception.
SUMmedia does not anticipate paying any dividends on its common stock in
the foreseeable future.

(D) RECENT SALES OF UNREGISTERED
SECURITIES

A listing of recent sales of unregistered securities is incorporated
by reference to the Schedule of Shareholders' Deficiency and note 12 of
the December 31, 2001 Consolidated Financial Statements. For each issuance,
the Company claimed an exemption under Section 4(2) of the Securities Act
of 1933, as amended, and relied on representations made to the Company
by the purchaser.

ITEM 6: PLAN OF OPERATION

(A) FORWARD-LOOKING STATEMENTS

This document contains certain "forward-looking statements" that involve
known and unknown risks and uncertainties, such as statements of SUMmedia's
plans, objectives, expectations and intentions. When used in this document,
the words "expects," "anticipates," "intends," "plans" and similar expressions
are intended to identify certain of these forward-looking statements. The
cautionary statements made in this document are applicable to all forward-looking
statements, wherever they appear in this document. SUMmedia's actual results
could differ materially from those discussed or projected in this document.

(B) MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

During the second quarter of the year, the Company ceased operations
when its main operating subsidiary was assigned into bankruptcy. 
Therefore, comparative figures for the year 2000 are not particularly meaningful
and have not been provided in all points of the following analysis.

SUMmedia reports its consolidated financial statements in U.S. dollars
but its functional currency shifted to the Canadian dollar in 1999 due
to a change in SUMmedia's principal business activity. Once the Company
ceased operations in the second quarter,  the majority of the Company's
transactions were once again denominated in U.S. dollars.  In the
future, most of the Company's expenses are expected to be in U.S. dollars,
thereby minimizing the Company's currency risk.

SUMmedia has operated as an Internet media and marketing Company providing
online coupons, or "eCoupons", for small businesses through its portal,
savingumoney.com.  SUMmedia's goal was to provide Internet marketing
initiatives for smaller businesses lacking the expertise to exploit eCommerce
opportunities.  The Company discontinued all operations as of May
10, 2001, other than those activities required to keep the Company in good
standing with regulatory authorities.  Also on May 10, 2001, the Company's
Canadian operating subsidiary, SUM Media Corp., voluntarily declared bankruptcy
and filed an assignment for the general benefit of creditors pursuant to
the Canadian Bankruptcy and Insolvency Act.  Ernst and Young was appointed
as Trustee of the bankruptcy estate and, accordingly, SUM Media Corp. is
in liquidation.  The Trustee is currently investigating the title
to computer equipment leased from Hewlett-Packard (Canada) Ltd. and so
the bankruptcy proceedings have not concluded.

The Company is currently looking to acquire other active businesses
once the bankruptcy of its subsidiary is completed.

SUMmedia incurred a loss of $5.5 million for the year ended December
31, 2001 (2000 - $34.7 million).  Of this amount, $1.5 million was
related to general and administrative costs (net of a related recovery
of stock based compensation charges of $0.2 million) (2000 - $10.1 million). 
Losses related to marketing of the savingumoney.com web portal account
for $0.5 million of this amount (2000 - $8.1 million). $3.2 million is
attributable to loss on impairment of long-term assets (2000 - 9.6 million). 
The loss on impairment of long-lived assets occurred when the Company changed
its business focus during the first quarter to applications service provider,
or "ASP" based  initiatives, and to address its need for cash. 
Part of this amount also occurred when the Company disposed of unwanted
assets from its sales offices and sold back a portion of its pre-paid advertising
credits.

(2) Revenues

Revenues for the year ended December 31, 2001 were approximately $49,000
(2000 - $1.1 million).  These revenues were from coupon sales derived
from on-line customer coupons posted on the savingumoney.com website.

(3) Cost Of Sales

Cost of sales consisted of salaries and commissions for online coupon
and advertising sales, and production salaries for websites.

(4) General and Administration

During the year ended December 31, 2001, SUMmedia incurred $1.6 million
on various general and administrative costs (2000 - $10.1 million). 
The amount spent on general and administrative costs declined significantly
after the Company's main operating subsidiary ceased operations in May
of 2001.

At December 31, 2001, there were three part-time consultants employed
by the Company.

Legal and accounting fees of $0.4 million were incurred, which related
primarily to ongoing SEC reporting including Forms 10-KSB, 10-QSB, 8-K,
and proxy reports.

(5) Research and Development

Research and development costs amounted to $0.2 million (2000 - $1.1
million) and were primarily comprised of employee salaries, payments to
outside contractors and expenses related to engineering design work and
testing of SUMmedia's technology.  All research and development expenditures
were terminated when the Company's main operating subsidiary ceased operations
in May 2001.

(6) Marketing Expenses

During the year, SUMmedia incurred  $0.5 million (2000 - $8.0 million)
of costs on various sales and marketing initiatives, including salaries
and benefits, which related primarily to promotional activities. 
These promotional activities included advertising through radio, newspapers,
and television media, and tradeshow activity.  All such activity ceased
once the Company's main operating subsidiary ceased operations in May 2001.

(7) Stock Based Compensation

A recovery of stock based compensation charges of $(246,506) was recorded
for the year ended December 31, 2001 (2000 - $358,500).

(8) Amortization

Amortization expense related to software, property and equipment was
$0.3 million for the year (2000 - $1.3 million), during which period SUMmedia
did not purchase any computers, office equipment or furniture and fixtures.

Goodwill was fully amortized in 2000.

(9) Liquidity and Capital Resources

At December 31, 2001, SUMmedia had no cash on hand, a working capital
deficiency of $7.4 million, and a shareholders' deficiency of $7.4 million. 
A major shareholder of the Company continues to fund operations required
to keep the Company in good standing with regulatory authorities. 
Without this support, the Company would not have been able to sustain operations. 
The amount of funding from this shareholder is at the sole discretion of
the shareholder and may cease at any time, and without prior notice.

Net cash used in SUMmedia's operating activities was $1.5 million for
the year ended December 31, 2001.  Net cash flows used in operating
activities consisted primarily of a loss for the year of $5.5 million,
net of a recovery of non-cash stock based compensation charges of $0.2
million, and amortization of software, property and equipment of $0.3 million. 
The change in the Company's net working capital also contributed $11.3
million to operating cash flows.

Because SUMmedia has no operating revenues, its working capital deficiency
will continue to increase.  The Company will look to acquire other
active businesses, once the bankruptcy of its Canadian subsidiary is completed. 
However, there can be no assurance that management's efforts will produce
the required revenue and cost reductions that will enable the Company to
generate operating income and positive cash flow.

The funding provided by its shareholders has been sufficient to meet
the day-to-day cash requirements but has not addressed debt accumulated
up to December 31, 2001.  A major shareholder of the Company continues
to fund the operations required to keep the Company in good standing with
regulatory authorities.  However, the amount of funding from this
shareholder is at the sole discretion of this shareholder who may withdraw
additional support at any time.

(10) Quantitative and Qualitative Disclosure about Market Risk

As the Company currently has no operations, exposure to market risk
is principally confined to its cash and cash equivalents.  These have
short maturities and are held with high credit quality financial institutions
and, therefore, are believed to involve minimal market risk.

ITEM 7: FINANCIAL STATEMENTS

SUMmedia.com Inc. (discontinued operations)

Consolidated Financial Statements as at and for the year ended DECEMBER
31, 2001 AND 2000 (expressed in U.S. dollars)

REPORT OF INDEPENDENT ACCOUNTANTS

TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF SUMmedia.com Inc.

In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, cash flows and changes in
shareholders' deficiency, present fairly, in all material respects, the
financial position of SUMmedia.com Inc. (formerly Reliance Resources Inc.)
as at December 31, 2001 and 2000 and the results of its discontinued operations
and its cash flows for the years ended December 31, 2001 and 2000 in conformity
with accounting principles generally accepted in the United States. 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 audit of these statements in accordance
with auditing standards generally accepted in the United States, which
required that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.

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 losses from operations, and has net working capital and shareholders'
deficiencies, which raise substantial doubt about its ability to continue
as a going concern. Management's plans in regard to these matters are also
described in note 1(b). The consolidated financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

PricewaterhouseCoopers LLP
Vancouver, Canada

February 27, 2002



|SUMmedia.com Inc.                                                  |             |              |             |  |             
|------------------------------------------------------------------ | ----------- | ------------ | ----------- |  | ------------
|(discontinued
operations)                                          |             |              |             |  |             
|Consolidated
Balance Sheets                                        |             |              |             |  |             
|(expressed in U.S.
dollars)                                        |             |              |             |  |             
|                                                                   | DECEMBER 31 |              | DECEMBER 31
|                                                                   |             | 2001         |             |  | 2000        
|ASSETS                                                             |             |              |             |  |             
|Current assets                                                     |             |              |             |  |             
|Restricted cash
(note 3)                                           |             | $ 70,000     |             |  | $ -         
|Accounts receivable
(note 4)                                       |             | -            |             |  | 113,797     
|Sales tax recoverable
(note 5)                                     |             | -            |             |  | 23,810      
|Prepaid expenses
(note 6)                                          |             | 6,537        |             |  | 459,394     
|Total current assets                                               |             | 76,537       |             |  | 597,001     
|                                                                   |             |              |             |  |             
|Other assets                                                       |             | -            |             |  | 42,444      
|Software (note
7)                                                  |             | -            |             |  | 1,884,584   
|Property and equipment
(note 7)                                    |             | 19,000       |             |  | 1,538,841   
|                                                                   |             | $ 95,537     |             |  | $ 4,062,870 
|                                                                   |             |              |             |  |             
|LIABILITIES
AND SHAREHOLDERS' DEFICIENCY                           |             |              |             |  |             
|Current liabilities                                                |             |              |             |  |             
|Accounts payable
and accrued liabilities (note 8)                  |             | $ 3,890,796  |             |  | $ 6,604,391 
|Due to related
parties (note 9)                                    |             | 3,280,825    |             |  | 1,454,117   
|Deferred revenue                                                   |             | -            |             |  | 102,800     
|Current portion
of obligation under capital lease (note 10)        |             | 319,263      |             |  | 443,139     
|Total current liabilities                                          |             | 7,490,884    |             |  | 8,604,447   
|                                                                   |             |              |             |  |             
|Obligation under
capital lease (note 10)                           |             | -            |             |  | 432,243     
|                                                                   |             | 7,490,884    |             |  | 9,036,690   
|                                                                   |             |              |             |  |             
|Capital stock (note
13)                                            |             |              |             |  |             
|Authorized                                                         |             |              |             |  |             
|1,000,000 preferred
shares, $0.01 par value                        |             |              |             |  |             
|65,500,000 common
shares, $0.01 par value                          |             |              |             |  |             
|Issued                                                             |             |              |             |  |             
|42,233,051
(2000 - 39,898,051) common shares                       |             | 422,331      |             |  | 398,981     
|Additional paid-in
capital                                         |             | 41,556,138   |             |  | 36,118,193  
|Warrants issued
in connection with private placements              |             | -            |             |  | 5,282,332   
|Share subscriptions                                                |             | -            |             |  | (109,488)   
|Accumulated other
comprehensive income (loss)                      |             | 29,697       |             |  | (40,625)    
|Deficit                                                            |             | (49,403,513) |             |  | (46,623,213)
|                                                                   |             | (7,395,347)  |             |  | (4,973,820) 
|                                                                   |             | $ 95,537     |             |  | $ 4,062,870 
|                                                                   |             |              |             |  |             
|See accompanying note on going concern and discontinued
operations
|The accompanying notes are an integral part of these              
|Consolidated financial statements                                 

|SUMmedia.com Inc.                                     |  |                            |  |               
|----------------------------------------------------- |  | -------------------------- |  | --------------
|Consolidated
Statements of Discontinued Operations    |  |                            |  |               
|(expressed in U.S.
dollars)                           |  |                            |  |               
|                                                      |  | FOR YEAR ENDED DECEMBER 31
|                                                      |  | 2001                       |  | 2000          
|Sales                                                 |  | $ 49,089                   |  | $ 1,111,211   
|Cost of sales                                         |  | 14,324                     |  | 488,544       
|Gross profit                                          |  | 34,765                     |  | 622,667       
|                                                      |  |                            |  |               
|Operating expenses                                    |  |                            |  |               
|Stock based compensation
(general and administrative) |  | (246,506)                  |  | 358,499       
|General and administrative                            |  | 1,598,101                  |  | 10,148,327    
|Marketing                                             |  | 455,540                    |  | 8,055,184     
|Amortization of
software                              |  | 107,281                    |  | 457,852       
|Amortization of
property and equipment                |  | 218,851                    |  | 831,214       
|Amortization of
goodwill                              |  | -                          |  | 4,484,678     
|Research and development                              |  | 188,912                    |  | 1,101,424     
|Loss on impairment
of long-lived assets               |  | 3,167,790                  |  | 9,548,559     
|                                                      |  | 5,489,969                  |  | 34,985,737    
|                                                      |  |                            |  |               
|Loss from operations                                  |  | (5,455,204)                |  | (34,363,070)  
|                                                      |  |                            |  |               
|Share of loss from
equity accounted investment        |  | -                          |  | (362,872)     
|Loss from discontinued operation                      |  | -                          |  |               
|Gain on debt settlement                               |  | -                          |  | -             
|Income (loss) for
the period                          |  | $ (5,455,204)              |  | $ (34,725,942)
|                                                      |  |                            |  |               
|                                                      |  |                            |  |               
|                                                      |  |                            |  |               
|Weighted-average
number of common shares              |  | 42,135,762                 |  | 19,313,680    
|outstanding                                           |  |                            |  |               
|Basic and diluted
loss per share                      |  | $ (0.13)                   |  | $ (1.80)      
|                                                      |  |                            |  |               
|                                                      |  |                            |  |               
|The accompanying notes are an integral part of these 
|consolidated financial statements                    

|SUMmedia.com Inc.                                              |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|-------------------------------------------------------------- | ------------ |  | -------------------------- |  | ----------------------------------------------------- |  | ----------- | -------------------------------------- | ------------------------ |  | -------------- |  | ---------- |  |  | ------------- | 
|(discontinued
operations)                                      |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|Consolidated
Statements of Changes in Shareholders' Deficiency |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            | 
|(expressed in U.S.
dollars)                                    |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|                                                               | COMMON STOCK |  | ADDITIONAL PAID IN CAPITAL |  | WARRANTS ISSUED IN CONNECTION WITH PRIVATE PLACEMENTS |  | DEFICIT     | ACCUMULATED OTHER COMPREHENSIVE INCOME | SHAREHOLDERS' DEFICIENCY
|                                                               |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|                                                               | SHARES       |  | AMOUNT                     |  |                                                       |  | WARRANTS    |                                        | AMOUNT                   |  |                |  |            |  |  |               | 
|                                                               |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|Balance - December 31, 1999                                    | 16,142,000   |  | $ 161,420                  |  | $ 20,734,829                                          |  | 3,311,900   |                                        | $ 2,552,751              |  | $ (8,959,271)  |  | $ (19,438) |  |  | $ 14,470,291  | 
|                                                               |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|Private Placement # 8 of 308,000
units                         |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|(consisting of one common share
and one                        |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|warrant) in December 1999 for
$3.25 per unit                   | 308,000      |  | 3,080                      |  | 622,155                                               |  | 308,000     |                                        | 249,100                  |  | -              |  | -          |  |  | 874,335       | 
|Private Placement # 9 of 1,000,000
units                       |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|(consisting of one common share
and one                        |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|warrant) in January 2000 for
$4.00 per unit                    | 1,000,000    |  | 10,000                     |  | 2,909,828                                             |  | 1,000,000   |                                        | 1,080,172                |  | -              |  | -          |  |  | 4,000,000     | 
|Private Placement # 10 of 700,000
units                        |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|(consisting of one common share
and one                        |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|warrant) in February 2000 for
$5.25 per unit                   | 700,000      |  | 7,000                      |  | 2,275,835                                             |  | 700,000     |                                        | 964,290                  |  | -              |  | -          |  |  | 3,247,125     | 
|Warrants exercised for 159,000
shares                          | 159,900      |  | 1,599                      |  | 585,234                                               |  | (159,900)   |                                        | (107,133)                |  | -              |  | -          |  |  | 479,700       | 
|Private Placement # 14 of 50,000
units                         |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|(consisting of one common share
and one                        |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|warrant) in March 2000 for
$6.00 per unit                      | 50,000       |  | 500                        |  | 235,479                                               |  | 50,000      |                                        | 64,021                   |  | -              |  | -          |  |  | 300,000       | 
|Stock based compensation                                       | 3,000        |  | 30                         |  | 21,720                                                |  | -           |                                        | -                        |  | -              |  | -          |  |  | 21,750        | 
|Stock based compensation                                       | 500          |  | 5                          |  | 3,558                                                 |  | -           |                                        | -                        |  | -              |  | -          |  |  | 3,563         | 
|Stock based compensation                                       | -            |  | -                          |  | 340,798                                               |  | -           |                                        | -                        |  | -              |  | -          |  |  | 340,798       | 
|Shares issued pursuant to 1999
stock option plan               | 24,000       |  | 240                        |  | 74,760                                                |  | -           |                                        | -                        |  | -              |  | -          |  |  | 75,000        | 
|Stock based compensation                                       | 510,000      |  | 5,100                      |  | 1,779,900                                             |  | -           |                                        | -                        |  | -              |  | -          |  |  | 1,785,000     | 
|Payment of subscription receivable
on                          |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|Private placement #4                                           |              |  |                            |  | 125,000                                               |  | -           |                                        | -                        |  | -              |  | -          |  |  | 125,000       | 
|Finders fee on Private Placement
#5                            |              |  |                            |  | (14,375)                                              |  | -           |                                        | -                        |  | -              |  | -          |  |  | (14,375)      | 
|Private Placement # 13 of 20,000
units                         |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|(consisting of one common share
and one                        |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|warrant) in June 2000 for $5.25
per unit                       | 20,000       |  | 200                        |  | 94,625                                                |  | 20,000      |                                        | 8,450                    |  | -              |  | -          |  |  | 103,275       | 
|Shares issued pursuant to 1999
stock option plan               | 2,300        |  | 23                         |  | (23)                                                  |  | -           |                                        | -                        |  | -              |  | -          |  |  | -             | 
|Shares issued to third parties
for finders fee on              |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|Private Placement #6                                           | 5,000        |  | 50                         |  | 14,325                                                |  | -           |                                        | -                        |  | -              |  | -          |  |  | 14,375        | 
|Shares issued to third parties
for finders fee on              |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|Private Placements #8 and #10                                  | 30,840       |  | 309                        |  | 88,357                                                |  |             |                                        |                          |  | -              |  | -          |  |  | 88,666        | 
|Private Placement # 15 for
27,200 units                        |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|(consisting of one common share
and one                        |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|warrant) in July 2000 for $2.50
per unit                       | 27,200       |  | 272                        |  | 53,648                                                |  | 27,200      |                                        | 14,080                   |  | -              |  | -          |  |  | 68,000        | 
|Private Placement # 16 of 70,000
units                         |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|(consisting of one common share
and one                        |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|warrant) in July 2000 for $2.50
per unit                       | 70,000       |  | 700                        |  | 138,068                                               |  | 70,000      |                                        | 36,232                   |  | -              |  | -          |  |  | 175,000       | 
|Private Placement # 17 of 28,000
units                         |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|(consisting of one common share
and one                        |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|warrant) in July 2000 for $2.50
per unit                       | 28,000       |  | 280                        |  | 57,410                                                |  | 28,000      |                                        | 12,310                   |  | -              |  | -          |  |  | 70,000        | 
|Private Placement # 18 of 32,500
units                         |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|(consisting of one common share
and one                        |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|warrant) in July 2000 for $2.25
per unit                       | 32,500       |  | 325                        |  | 59,430                                                |  | 32,500      |                                        | 13,370                   |  | -              |  | -          |  |  | 73,125        | 
|Private Placement # 19 of 25,000
units                         |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|(consisting of one common share
and one                        |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|warrant) in July 2000 for $2.00
per unit                       | 25,000       |  | 250                        |  | 39,797                                                |  | 25,000      |                                        | 9,953                    |  | -              |  | -          |  |  | 50,000        | 
|Private Placement # 20 of 31,111
units                         |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|(consisting of one common share
and one                        |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|warrant) in August 2000 for
$2.25 per unit                     | 31,111       |  | 311                        |  | 57,466                                                |  | 31,111      |                                        | 12,223                   |  | -              |  | -          |  |  | 70,000        | 
|Private Placement # 21 of 200,000
units                        |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|(consisting of one common share
and one                        |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|warrant) in August 2000 for
$2.00 per unit                     | 200,000      |  | 2,000                      |  | 299,279                                               |  | 200,000     |                                        | 98,721                   |  | -              |  | -          |  |  | 400,000       | 
|Private Placement # 22 of 20,000
units                         |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|(consisting of one common share
and one                        |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|warrant) in August 2000 for
$2.00 per unit                     | 20,000       |  | 200                        |  | 29,845                                                |  | 20,000      |                                        | 9,955                    |  | -              |  | -          |  |  | 40,000        | 
|Private Placement # 23 of 20,000
units                         |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|(consisting of one common share
and one                        |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|warrant) in August 2000 for
$2.50 per unit                     | 20,000       |  | 200                        |  | 39,119                                                |  | 20,000      |                                        | 10,681                   |  | -              |  | -          |  |  | 50,000        | 
|Private Placement # 24 of 20,000
units                         |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|(consisting of one common share
and one                        |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|warrant) in August 2000 for
$2.50 per unit                     | 20,000       |  | 200                        |  | 39,119                                                |  | 20,000      |                                        | 10,681                   |  | -              |  | -          |  |  | 50,000        | 
|Private Placement # 25 of 24,000
units                         |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|(consisting of one common share
and one                        |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|warrant) in August 2000 for
$2.50 per unit                     | 24,000       |  | 240                        |  | 48,318                                                |  | 24,000      |                                        | 11,442                   |  | -              |  | -          |  |  | 60,000        | 
|Private Placement # 26 of 29,000
units                         |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|(consisting of one common share
and one                        |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|warrant) in August 2000 for
$2.25 per unit                     | 29,000       |  | 290                        |  | 53,297                                                |  | 29,000      |                                        | 11,663                   |  | -              |  | -          |  |  | 65,250        | 
|Private Placement # 27 of 150,000
units                        |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|(consisting of one common share
and one                        |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|warrant) in September 2000
for $2.00 per                       |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|unit                                                           | 150,000      |  | 1,500                      |  | 224,173                                               |  | 150,000     |                                        | 74,327                   |  | -              |  | -          |  |  | 300,000       | 
|Warrant issued pursuant to
investment                          |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|agreement                                                      | -            |  | -                          |  | -                                                     |  | 878,455     |                                        | 1,581,219                |  | -              |  | -          |  |  | 1,581,219     | 
|Private Placement # 28 of 200,000
units                        |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|(consisting of one common share
and one                        |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|warrant) in October 2000 for
$1.75 per unit                    | 200,000      |  | 2,000                      |  | 209,621                                               |  | 200,000     |                                        | 138,379                  |  | -              |  | -          |  |  | 350,000       | 
|Private Placement # 29 of 30,000
units                         |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|(consisting of one common share
and one                        |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|warrant) in October 2000 at
$1.75 per unit                     | 30,000       |  | 300                        |  | 17,991                                                |  | 30,000      |                                        | 11,709                   |  | -              |  | -          |  |  | 30,000        | 
|Private Placement # 30 of 35,700
units                         |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|(consisting of one common share
and one                        |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|warrant) in October 2000 for
$1.00 per unit                    | 35,700       |  | 357                        |  | 21,409                                                |  | 35,700      |                                        | 13,934                   |  | -              |  | -          |  |  | 35,700        | 
|Private Placement # 31 of 16,000,000
shares                    |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|in December 2000 for $0.025
per share                          | 16,000,000   |  | 160,000                    |  | 240,000                                               |  | -           |                                        | -                        |  | -              |  | -          |  |  | 400,000       | 
|Private Placement # 31 of 4,000,000
shares                     |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|in December 2000 for $0.025
per share                          | 4,000,000    |  | 40,000                     |  | 60,000                                                |  | -           |                                        | -                        |  | -              |  | -          |  |  | 100,000       | 
|Share subscription receivable
from Private                     |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|Placement # 31                                                 | -            |  | -                          |  | (109,488)                                             |  | -           |                                        | -                        |  | -              |  | -          |  |  | (109,488)     | 
|Warrants expired during 2001                                   | -            |  | -                          |  | 1,600,198                                             |  | (2,460,000) |                                        | (1,600,198)              |  | -              |  | -          |  |  | -             | 
|Deemed dividend (note 13)                                      | -            |  | -                          |  | 2,938,000                                             |  | -           |                                        | -                        |  | (2,938,000)    |  | -          |  |  | -             | 
|Foreign currency translation
adjustment                        | -            |  | -                          |  | -                                                     |  | -           |                                        | -                        |  | -              |  | (21,187)   |  |  | (21,187)      | 
|Loss for the period                                            | -            |  | -                          |  | -                                                     |  | -           |                                        | -                        |  | (34,725,942)   |  | -          |  |  | (34,725,942)  | 
|Comprehensive loss                                             | -            |  | -                          |  | -                                                     |  | -           |                                        | -                        |  | -              |  | -          |  |  | (34,747,129)  | 
|                                                               |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|Balance - December 31, 2000                                    | 39,898,051   |  | $ 398,981                  |  | $ 36,008,705                                          |  | 4,590,966   |                                        | $ 5,282,332              |  | $ (46,623,213) |  | $ (40,625) |  |  | $ (4,973,820) | 
|                                                               |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|Issue of shares
for warrants pursuant to                       | 1,500,000    |  | 15,000                     |  | 1,566,219                                             |  | (878,455)   |                                        | (1,581,219)              |  | -              |  | -          |  |  | -             | 
|Investment Termination
Agreement (note 17)                     |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|Acquisition of
SUMmedia.com Pty Limited in                     | 825,000      |  | 8,250                      |  | 417,119                                               |  | -           |                                        | -                        |  | -              |  | -          |  |  | 425,369       | 
|January 2001 (note
9)                                          |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|Forfeited stock
options                                        | -            |  | -                          |  | (246,506)                                             |  | -           |                                        | -                        |  | -              |  | -          |  |  | (246,506)     | 
|Cash received on
2000 share subscription receivable            | -            |  | -                          |  | 109,488                                               |  | -           |                                        | -                        |  | -              |  | -          |  |  | 109,488       | 
|Warrants expired
during 2001                                   | -            |  | -                          |  | 3,701,113                                             |  | (3,712,511) |                                        | (3,701,113)              |  | -              |  | -          |  |  | -             | 
|Shares issued pursuant
to exercise of stock options            | 10,000       |  | 100                        |  | -                                                     |  | -           |                                        | -                        |  | -              |  | -          |  |  | 100           | 
|Gain on settlement
of debt in subsidiaries (note 15)           | -            |  | -                          |  | -                                                     |  | -           |                                        | -                        |  | 2,674,904      |  | -          |  |  | 2,674,904     | 
|Foreign currency
translation adjustment                        | -            |  | -                          |  | -                                                     |  | -           |                                        | -                        |  | -              |  | 70,322     |  |  | 70,322        | 
|Loss for the period                                            | -            |  | -                          |  | -                                                     |  | -           |                                        | -                        |  | (5,455,204)    |  | -          |  |  | (5,455,204)   | 
|Comprehensive loss                                             | -            |  | -                          |  | -                                                     |  | -           |                                        | -                        |  | -              |  | -          |  |  | (5,384,882)   | 
|                                                               |              |  |                            |  |                                                       |  |             |                                        |                          |  |                |  |            |  |  |               | 
|Balance - December
31, 2001                                    | 42,233,051   |  | $ 422,331                  |  | $ 41,556,138                                          |  | -           |                                        | $ -                      |  | $ (49,403,513) |  | $ 29,697   |  |  | $ (7,395,347) | 



|SUMmedia.com Inc.                                                                     |                                |  |               
|------------------------------------------------------------------------------------- | ------------------------------ |  | --------------
|(discontinued
operations)                                                             |                                |  |               
|Consolidated
Statements of Cash Flows                                                 |                                |  |               
|(expressed in U.S.
dollars)                                                           |                                |  |               
|                                                                                      | FOR THE YEAR ENDED DECEMBER 31
|                                                                                      | 2001                           |  | 2000          
|                                                                                      |                                |  |               
|CASH FLOWS FROM
OPERATING ACTIVITIES                                                  |                                |  |               
|Loss for the period                                                                   | $ (5,455,204)                  |  | $ (34,725,942)
|Adjustments to
reconcile loss for the period to net cash used in operating activities |                                |  |               
|Stock based compensation                                                              | (246,506)                      |  | 358,499       
|Amortization of
software                                                              | 107,281                        |  | 457,852       
|Amortization of
property and equipment                                                | 218,851                        |  | 831,214       
|Amortization of
goodwill                                                              | -                              |  | 4,484,678     
|Loss on equity
investment                                                             | -                              |  | 362,872       
|Write-off of goodwill                                                                 | -                              |  | 7,131,374     
|Loss on sale of
advertising credits                                                   | -                              |  | 2,110,870     
|Common stock issued
for payment of fees                                               | -                              |  | 1,272,400     
|Write-off of property
and equipment                                                   | 3,167,790                      |  | 306,315       
|Gain on disposition
of property and equipment                                         | 97,815                         |  |               
|Warrants issued
as payment of finance fee                                             | -                              |  | 1,581,220     
|Changes in non-cash
working capital items                                             |                                |  |               
|Restricted cash                                                                       | (70,000)                       |  | -             
|Accounts receivable                                                                   | 110,138                        |  | (50,918)      
|Sales tax recoverable                                                                 | 23,044                         |  | 144,564       
|Prepaid expenses                                                                      | 437,967                        |  | (2,349,751)   
|Other assets                                                                          | 41,100                         |  | -             
|Accounts payable
and accrued liabilities                                              | (2,480,065)                    |  | 5,300,101     
|Gain on settlement
of debt from subsidiaries                                          | 2,674,904                      |  | -             
|Deferred revenue                                                                      | (99,495)                       |  | 2,717         
|                                                                                      | (1,472,380)                    |  | (12,781,935)  
|CASH FLOWS FROM
(USED IN) FINANCING ACTIVITIES                                        |                                |  |               
|Proceeds from issuance
of common shares                                               | 109,588                        |  | 12,038,287    
|Due to related
parties                                                                | 1,826,708                      |  | 1,397,681     
|Repayment/settlement
of capital lease obligations                                     | (517,436)                      |  | (168,042)     
|Proceeds from demand loan                                                             | -                              |  | -             
|Proceeds from sale-leaseback
arrangement                                              | -                              |  | 417,689       
|                                                                                      | 1,418,860                      |  | 13,685,615    
|CASH FLOWS FROM
(USED IN) INVESTING ACTIVITIES                                        |                                |  |               
|Proceeds from sale
of (purchase of) property and equipment                            | 70,000                         |  | (2,640,430)   
|Other assets                                                                          | -                              |  | (285,957)     
|Cash acquired on acquisition
of SUM Media Corp.                                       | -                              |  |               
|                                                                                      | 70,000                         |  | (2,926,387)   
|Foreign exchange
effect on cash                                                       | (16,480)                       |  | (85,460)      
|Increase (decrease)
in cash and cash equivalents                                      | $ -                            |  | $ (2,108,167) 
|Cash and cash equivalents,
beginning of the period                                    | -                              |  | 2,108,167     
|Cash and cash equivalents,
end of the period                                          | $ -                            |  | $ -           
|                                                                                      |                                |  |               
|The accompanying notes are an integral part of these                                 
|consolidated financial statements                                                    

a)   The Company

The Company discontinued all operations on May 10, 2001, excepting only
activities as required to keep the Company in good standing with regulatory
authorities.  Also on May 10, 2001, the Company's Canadian operating
subsidiary, SUM Media Corp., voluntarily declared bankruptcy and filed
an assignment for the general benefit of creditors pursuant to the Canadian
Bankruptcy and Insolvency Act.  Ernst and Young was appointed Trustee
of the Estate of the Bankrupt.  Accordingly, SUM Media Corp. is in
liquidation. The Trustee is currently investigating the title to computer
equipment leased from Hewlett-Packard (Canada) Ltd. and so the bankruptcy
proceedings have not yet concluded.

The Company is currently looking to acquire other active businesses
once the bankruptcy of its subsidiary, SUM Media Corp., is completed.

The Company was incorporated on December 7, 1990, under the laws of
the State of Delaware as Pursuit Ventures Corporation ("Pursuit"). Under
a Plan and Agreement of Merger dated August 21, 1998, Pursuit merged with
Remington Assets Limited, ("Remington") a Colorado corporation incorporated
on March 20, 1997.  Under the terms of the Agreement of Merger, Pursuit
became the surviving Company.  Effective September 8, 1998, Pursuit
changed its name to Reliance Resources Inc. ("Reliance").  In June
1999, Reliance completed a 1:32 forward stock split.  These consolidated
financial statements have been presented on a post stock split basis.

On August 6, 1999, Reliance entered into a share exchange agreement
with SUM Media Corp. (formerly E-Com Media Corp.), a British Columbia,
Canada Company.  Pursuant to the terms of the agreement, Reliance
issued 3,200,000 common shares to acquire 100% of the issued and outstanding
shares of SUM Media Corp. On August 25, 1999, Reliance changed its name
to SUMmedia.com Inc.

b)   Going Concern and Discontinued Operations

The accompanying consolidated financial statements have been prepared
on a going concern basis which contemplates continuity of operations, realization
of assets, and liquidation of liabilities in the ordinary course of business
and does not reflect adjustments that might result if the Company and its
subsidiaries are unable to continue as going concerns.  As a result
of the Company's decision to discontinue all current operations and liquidate
its principal operating subsidiary, as outlined below, such matters are
subject to significant uncertainty.  As a result of these decisions,
these consolidated financial statements have been prepared using principles
applicable to a discontinued operation.  The Company was previously
in the development stage.
 
Other than recording losses associated with normal business activities
that would be recognized on a going concern basis up to May 10, 2001, these
consolidated financial statements do not reflect: (a) the realizable value
of assets on a liquidation basis or their availability to satisfy liabilities;
(b) liability amounts that may be allowed for claims or contingencies pursuant
to bankruptcy proceedings undertaken by the Canadian subsidiary, or their
status or priority; or (c) adjustments to the carrying value of assets
(including intangibles) or liability amounts that may be necessary as a
result of bankruptcy proceedings.

As a result of events occurring throughout the year, the Company reviewed
its assets for impairment and concluded that future cash flows would not
be sufficient to support the carrying amount of its non-current assets
and certain prepaid amounts.  Accordingly, the Company wrote down
its accounts receivable by $10,626, prepaid expenses and advertising credits
by $423,803, other assets by $42,444, software by $1,686,864, and property
and equipment by $1,019,229.   The new carrying values were based
on fair values realized upon disposition of the assets or appraisals by
companies specializing in the disposal of the specified assets.  The
Company still has approximately $400,000 of prepaid advertising that it
can use in future promotions even though the carrying value was written
down to nil.

In conjunction with the decision to discontinue operations, the Company's
Canadian operating subsidiary, SUM Media Corp., voluntarily declared bankruptcy
on May 10, 2001 and filed an Assignment for the General Benefit of Creditors
pursuant to the Canadian Bankruptcy and Insolvency Act.  Ernst and
Young was appointed Trustee of the Estate of the Bankrupt.  Accordingly,
SUM Media Corp. is in liquidation.  The Trustee has sold certain assets
consisting of computer equipment and office furniture and received proceeds
of approximately C$110,000 or US$70,000 (net of their expenses of approximately
US$82,000).  Since these bankruptcy proceedings have not yet concluded,
the proceeds from the sale of SUM Media Corp's assets are shown as restricted
cash on the Balance Sheet. The Trustee is currently investigating the title
to computer equipment originally leased from Hewlett-Packard (Canada) Ltd.  
As at December 31, 2001, no liabilities have been discharged, and since
the realization of assets will not be sufficient to settle the subsidiary's
liabilities, the subsidiary is expected to report a gain on discharge of
its obligations as they are subject to compromise.  Upon completion
of SUM Media Corp.'s bankruptcy proceedings, the excess of its liabilities
over assets will be credited to shareholders' equity as an adjustment on
liquidation of the subsidiary:

|                                         |  | DECEMBER      
|---------------------------------------- |  | --------------
|                                         |  | 2001          
|                                         |  |               
|Restricted cash                          |  | $ 70,000      
|Accounts receivable                      |  | $ -           
|Sales tax recoverable                    |  | $ -           
|Property and equipment                   |  | 19,000        
|Accounts payable
and accrued liabilities |  | (3,456,524)   
|Intercompany                             |  | (18,522,377)  
|Capital leases                           |  | (319,263)     
|Net Liabilities                          |  | $ (22,209,164)
|                                         |  |               

c)   Audit Committee

As at December 31, 2001, the Company had only two directors.  Accordingly,
no duly constituted audit committee existed at that time.  The Company
is currently searching for suitable candidates to fill vacant directorships,
in accordance with the Company's articles of incorporation and bylaws,
so that an audit committee can be formed.

2. SIGNIFICANT ACCOUNTING POLICIES

a)   Generally Accepted Accounting Principles

These consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States.

b)   Basis Of Consolidation

The consolidated financial statements include the accounts of SUMmedia.com
Inc. and its subsidiaries.  All significant intercompany accounts
and transactions have been eliminated on consolidation.  Investments
in entities in which the Company can exercise significant influence, but
in which the Company possesses less than a majority interest, and which
are not otherwise controlled by the Company, are accounted for using the
equity method.

c)   Use Of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles in the United States requires Company management
to make estimates and assumptions which affect the amounts reported in
these financial statements and the notes thereto. Actual results could
differ from those estimates.

d)   Foreign Currency Translation And Transactions

As of December 31, 2001, the reporting currency of the Company was the
U.S. dollar.  Assets and liabilities denominated in a currency other
than the U.S. dollar are translated into U.S. dollars using period end
exchange rates.  Revenues and expenses denominated in other than U.S.
dollars are translated using average exchange rates for the period. Translation
gains and losses are deferred and accumulated as a separate component of
comprehensive income (loss) in shareholders' deficiency.  Net gains
and losses resulting from foreign exchange transactions are included in
the consolidated statement of operations.

e)   Concentration Of Credit Risk

Financial instruments that potentially subject the Company to a significant
concentration of credit risk consist primarily of accounts receivable and
sales tax recoverable which are not collateralized.

f)   Fair Value Of Financial Instruments

The carrying value of the Company's financial instruments, including
accounts receivable, sales tax recoverable, accounts payable and accrued
liabilities, due to related parties and obligations under a capital lease
approximate their fair value.

g)   Software And Property And Equipment

Software and property and equipment are recorded at cost less accumulated
amortization and are amortized on a straight line basis over their estimated
useful lives as follows:



|Software                               | 1 to 5 years            
|-------------------------------------- | ------------------------
|Software under capital lease           | 1 to 5 years            
|Computer equipment                     | 2 years                 
|Computer equipment under capital
lease | 2 years                 
|Leased automobile                      | 3 years                 
|Office equipment                       | 5 years                 
|Furniture and fixtures                 | 5 years                 
|Leasehold improvements                 | the remaining lease term

h)   Impairment Of Long-Lived Assets

The Company evaluates the recoverability of long-lived assets in accordance
with Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed of".  SFAS No. 121 requires recognition of impairment of
long-lived assets in the event the net book value of such assets exceeds
the future undiscounted cash flows attributable to such assets.

i)  Goodwill

Goodwill, which is the excess of the purchase price of the Company's
interest in its subsidiary over the fair value of the underlying assets
acquired and liabilities assumed in the acquisition, is amortized on a
straight-line basis over three years. Periodically, management reviews
the net carrying value of goodwill by considering the expected undiscounted
future cash flows of the related business and residual value to determine
if the net carrying value is impaired.  Permanent impairments in the
value of the unamortized portion of goodwill are written down to the estimated
fair value and charged to the consolidated statement of operations in the
periods in which the impairment is determined.

j)   Revenue Recognition

Revenues from the placement of customers' online coupons and advertising
banners on the Company's website for fixed or determinable fees were recognized
rateably over the period of the contract unless collection was not reasonably
assured, in which case revenues were recognized when cash payments were
received.

During fiscal year 2000, the Company had changed its revenue recognition
policy related to design and production of customer websites from the completed
contract method to the percentage of completion method.  This change
did not have an effect on revenues recorded in previous periods as the
completed contract method approximated the percentage of completion method
for those prior periods due to the short term nature of the website design
contracts entered into in those prior periods.  All previous period
contracts were complete at the end of the previous reporting periods. 
The change in the Company's revenue recognition policy to percentage of
completion was made because this method better reflects the Company's earning
process with regards to this source of revenue.

Amounts received in excess of revenue recognized were included in deferred
revenue.

k)   Advertising Expense

The Company recognizes advertising costs in accordance with Statement
of Position ("SOP") 93-7 "Reporting on Advertising Costs." As such, the
Company expenses the cost of producing advertisements at the time production
occurs, and expenses the cost of communicating advertising in the period
in which the advertising space or airtime is used.

l)   Stock Based Compensation

The Company accounts for stock-based employee compensation arrangements
in accordance with the provisions of Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees", ("APB No. 25") and
complies with the disclosure provisions of Statement of Financial Accounting
Standard No. 123, "Accounting for Stock-Based Compensation" ("SFAS No.
123"). Under APB No. 25, compensation expense is recognized based on the
difference, if any, on the date of grant between the estimated fair value
of the Company's stock and the amount an employee must pay to acquire the
stock. Compensation expense is recognized immediately for past services
and rateably for future services over the option-vesting period.

The Company accounts for equity instruments issued in exchange for the
receipt of goods or services from other than employees in accordance with
SFAS No. 123 and the conclusions reached by the Emerging Issues Task Force
in Issue No. 96-18, "Accounting for Equity Instruments That Are Issued
to Other Than Employees for Acquiring or in Conjunction with Selling, Goods
or Services" ("EITF 96-18").  Costs are measured at the estimated
fair market value of the consideration received, or the estimated fair
value of the equity instruments issued, whichever is more reliably measurable. 
The value of equity instruments issued for consideration other than employee
services is determined on the date on which there first exists a firm commitment
for performance by the provider of goods or services as defined by EITF
96-18.

For purposes of valuing the Company's stock-based compensation transactions,
the Company uses the market price of its common shares, as quoted on the
OTC Bulletin Board, on the measurement date for the applicable transaction.

m)   Income Taxes

Income taxes are accounted for using an asset and liability approach. 
This approach requires the recognition of taxes payable or refundable for
the current period and deferred tax liabilities and assets for future tax
consequences of events that have been recognized in the Company's financial
statements or tax returns. The measurement of current and deferred tax
liabilities and assets is based on provisions of enacted tax laws; the
effect of future changes in tax laws or rates are not anticipated. 
The measurement of deferred tax assets is reduced, if necessary, by a valuation
allowance, where, based on available evidence, the probability of realization
of the deferred tax asset does not meet a "more likely than not" criterion.

n)   Loss Per Common Share

Loss per share computations are made in accordance with SFAS No. 128,
"Earnings Per Share", and Staff Accounting Bulletin ("SAB") No. 98. 
Basic loss per share is computed using the weighted average number of common
shares outstanding, after giving retroactive effect to the 1:32 forward
stock split, as described in note 1.  Diluted loss per share is computed
using the weighted average number of common and potentially dilutive shares
outstanding.

o)  Comprehensive Loss

Comprehensive loss is defined as the change in equity from transactions
and other events and circumstances other than those resulting from investments
by owners and distributions to owners.  Total comprehensive loss consists
of comprehensive loss for the year plus "other comprehensive loss." 
The accumulated balance of other comprehensive loss is included in the
equity section of the balance sheet.  The Company's other comprehensive
loss consists of foreign exchange translation adjustments.

p)  Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board ("FASB") issued
SFAS 141, "Business Combinations."  SFAS 141supersedes APB 16, "Business
Combinations," and SFAS 38, "Accounting for Preacquisition Contingencies
of Purchased Enterprises."  SFAS 141 requires the purchase method
of accounting for all business combinations initiated after June 30, 2001,
and also eliminates the pooling-of-interests method. The Company does not
expect the adoption of SFAS 141 to have a material effect on its financial
position or results of operations.

In July 2001, the FASB issued SFAS 142, "Goodwill and Other Intangible
Assets."  SFAS 142 supersedes APB 17, "Intangible Assets," and requires
the discontinuance of goodwill amortization. In addition, SFAS 142 includes
provisions regarding the reclassification of certain existing recognized
intangibles as goodwill, reassessment of the useful lives of existing recognized
intangibles, reclassification of certain intangibles out of previously
reported goodwill, and the testing for impairment of existing goodwill
and other intangibles.  SFAS 142 must be applied to fiscal years beginning
after December 15, 2001, with early adoption permitted in certain cases. 
The Company expects to adopt SFAS 142 for its first fiscal quarter of 2002,
and does not expect the adoption to have a material effect on its financial
position or results of operations.

In October 2001, the FASB issued SFAS 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets," which supersedes SFAS 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of."  SFAS 144 addresses financial accounting and reporting
for the impairment of long-lived assets and for long-lived assets to be
disposed of. However, SFAS 144 retains the fundamental provisions of SFAS
121 for: (1) recognition and measurement of the impairment of long-lived
assets to be held and used; and (2) measurement of long-lived assets to
be disposed of by sale.  SFAS 144 is effective for fiscal years beginning
after December 15, 2001.  The Company expects to adopt SFAS 142 for
its first fiscal quarter of 2002.  The Company does not expect the
adoption to have a material effect on its financial position or results
of operations.

3. RESTRICTED CASH

Restricted cash represents cash held by the Trustee in the bankruptcy
of SUM Media Corp. from the sale of the assets of the Company's subsidiary. 
Upon completion of the bankruptcy proceedings, this cash will used to settle
liabilities subject to compromise.

4. ACCOUNTS RECEIVABLE

|                                      | 2001 |  | 2000     
|------------------------------------- | ---- |  | ---------
|Trade accounts receivables            | $ -  |  | $ 49,351 
|Less: Allowance for
doubtful accounts | -    |  | (26,448) 
|Other                                 | -    |  | 90,894   
|                                      | $ -  |  | $ 113,797

6. PREPAID EXPENSES
Prepaid expenses as at December 31, 2001 relate solely to corporate
insurance.

|                                                                                    |  |  | DECEMBER 31 |  | DECEMBER 31
|----------------------------------------------------------------------------------- |  |  | ----------- |  | -----------
|                                                                                    |  |  | 2001        |  | 2000       
|Advertising credits                                                                 |  |  | $ -         |  | $ 425,807  
|Prepaid insurance
& deposits*                                                       |  |  | 6,537       |  | 22,984     
|Product support
and maintenance                                                     |  |  | -           |  | 10,603     
|                                                                                    |  |  | $ 6,537     |  | $ 459,394  
|                                                                                    |  |  |             |  |            
|* Of this amount,
$2,734 was paid to the Court for the benefit of a former employee
|                                                                                    |  |  |             |  |            

|                                            | 2001      
|------------------------------------------- | ----------
|Software                                    | COST      
|Software                                    | $ -       
|Software under
capital lease                | -         
|                                            | $ -       
|Property and
equipment                      |           
|Computer equipment                          | $ -       
|Computer equipment
- capital lease (note 1) | 19,000    
|Leased automobiles                          | -         
|Office equipment                            | -         
|Furniture and fixtures                      | -         
|Leasehold improvements                      | -         
|                                            | $ 19,000  
|                                            |           
|                                            | 2000      
|Software                                    | COST      
|Software                                    | $2,316,484
|Software under
capital lease                | 25,952    
|                                            | $2,342,436
|Property and
equipment                      |           
|Computer equipment                          | $ 806,007 
|Computer equipment
- capital lease (note 1) | 876,078   
|Leased automobiles                          | 206,244   
|Office equipment                            | 81,235    
|Furniture and fixtures                      | 159,843   
|Leasehold improvements                      | 96,813    
|                                            | $2,226,219

|                                   | 2001        |  | 2000       
|---------------------------------- | ----------- |  | -----------
|Trade accounts
payable             | $ 3,771,591 |  | $ 5,776,738
|Employee payables                  | -           |  | 510,643    
|Unpaid employee
payroll deductions | 119,205     |  | 317,010    
|                                   | $ 3,890,796 |  | $ 6,604,391
|                                   |             |  |            

The Company owes the following amounts to certain shareholders:

|                                               |     | 2001        |  | 2000       
|---------------------------------------------- | --- | ----------- |  | -----------
|Due to e-Kong Services 
Limited and affiliates | (a) | $ 2,827,903 |  | $ 1,064,274
|Due to Dennis Molloy
and Grant Petersen        | (b) | 285,940     |  | 250,565    
|Due to Grant Petersen                          | (c) | 88,846      |  | 74,304     
|Due to Dennis Molloy                           | (c) | 37,453      |  | 28,986     
|Due to Philip Kunsberg                         | (d) | 40,683      |  | 35,988     
|                                               |     | $ 3,280,825 |  | $ 1,454,117

(a) Interest accrues monthly at the annual rate of prime
+ 2% (effective rate = 7.25%), as determined by The Hong Kong and Shanghai
Banking Corporation.
(b) Interest accrues monthly at the annual rate of 15%. 
SUMmedia has signed an agreement guaranteeing the repayment of this loan
made to these two shareholders in the event that these shareholders do
not repay the loan.  The loan is now due.  However, no legal
action has been taken against the Company.
(c) Interest accrues monthly at an annual rate of 10%.
(d) Interest accrues monthly at an annual rate of 15%
(see also note 17).

During the year the company borrowed $1,684,415 from related parties
for general operating expenses.  In addition, $142,293 was accrued
as interest on these funds.

At the Company's Annual General Meeting held December 28, 2001, the
shareholders approved the Debt Settlement Agreement between the Company
and King Essence Limited (e-Kong Group Limited's nominee) and the issuance
of 275,008,796 shares of Common Stock to King Essence Limited.  The
purpose of this agreement was to extinguish fully all debts owed to e-Kong
Services Limited and its affiliates as of June 22, 2001, by converting
the total debt as of that date (US $2,750,088) to equity.  The remaining
$77,815 is an unpaid advance from e-Kong Group Limited.  Although
the Agreement was approved, the transaction has not yet occurred, and remains
subject to regulatory approval.

During the year, the Company acquired all of the outstanding shares
of SUMmedia.com Pty Limited ("SUM Australia").  An aggregate of 825,000
shares of common stock of SUMmedia were issued in exchange for 100% ownership
of SUM Australia.  Prior to this transaction, the Company did not
own any interest in SUM Australia.  A company owned by a former director
of SUMmedia owned 40% of SUM Australia prior to this transaction. 
SUM Australia owned the exclusive right to market and operate the savingumoney.com
brand and operation in Australia.  Currently, there are no existing
staff, operations or assets in SUM Australia.

10. COMMITMENTS

The Company has the following annual capital lease commitments for the
Company's computer equipment from Hewlett-Packard (Canada) Ltd.:

|2002                               | $ 335,044
|---------------------------------- | ---------
|Total minimum lease
payments       | 335,044  
|Amount representing
interest       | (15,781) 
|PV of minimum lease
payments       | 319,263  
|Less: Current portion              | 319,263  
|Long-term capital
lease obligation | $ -      

11. INCOME TAXES

The Company is subject to taxation in the countries and states/provinces
where it maintains its registered office and where it operated its sales
offices.  As a result, the Company is subject to taxation in the United
States for Federal and Colorado State taxes.

At December 31, 2001, the Company had net operating loss carry forwards
of approximately $4,321,000 (2000 - $3,801,000), arising from U.S. operations. 
These tax attributes are available to reduce future U.S. taxable income. 
Upon completion of the bankruptcy of the Company's Canadian subsidiary,
Canadian tax losses of $16,778,000 (2000 - $17,803,000) will no longer
be available to reduce future Canadian taxable income. The potential benefits
relating to these losses have not been recognized in these consolidated
financial statements.  The losses expire as follows:

|Expiry | Canada       |  | US          |  | Total       
|------ | ------------ |  | ----------- |  | ------------
|2006   | $ 1,625,000  |  | $ -         |  | $ 1,625,000 
|2007   | 14,174,000   |  | -           |  | 14,174,000  
|2008   | 979,000      |  | -           |  | 979,000     
|2019   | -            |  | 404,000     |  | 404,000     
|2020   | -            |  | 3,397,000   |  | 3,397,000   
|2021   | -            |  | 520,000     |  | 520,000     
|       | $ 16,778,000 |  | $ 4,321,000 |  | $ 21,099,000

|                                 |             | Canada |             | US      |              | Total  
|-------------------------------- | ----------- | ------ | ----------- | ------- | ------------ | -------
|Net
operating loss carryforwards | $ 6,647,000 |        | $ 1,669,000 |         | $ 8,316,000 
|Software,
property and equipment | 1,867,000   |        | -           |         | 1,867,000   
|Investments                      |             | -      |             | 140,000 |              | 140,000
|Stock-based compensation         |             | -      |             | 879,000 |              | 879,000
|Deferred
tax valuation allowance | (8,514,000) |        | (2,688,000) |         | (11,202,000)
|                                 |             | $ -    |             | $ -     |              | $ -    

The income tax provision differs from the amount obtained by applying
the applicable statutory income tax rates to loss before income taxes as
follows:

|Reconciliation
to federal statutory rate      | 2001        |             | 2002        
|--------------------------------------------- | ----------- | ----------- | ------------
|Net loss per f/s                              |             | (5,455,204) |             
|Federal statutory
rate                        |             | 38.63%      |             
|                                              |             |             |             
|                                              |             |             |             
|Income
tax recovery based on statutory rate   | (2,107,000) |             | (13,415,000)
|Change in tax rates                           |             | 1,327,000   |             
|Increase
in income tax recovery associated    |             |             |             
|with
higher tax rates in subsidiary           | (253,000)   |             | -           
|Gain on settlement
of debt                    |             | 1,053,000   |             
|Foreign
losses subject to different tax rates | -           |             | (919,000)   
|Non-deductible
expenses                       |             | 172,000     |             
|Change
in valuation allowance                 | (192,000)   |             | 8,567,000   
|                                              |             | $ -         |             

Comprehensive loss is comprised of net loss and foreign currency translation
adjustments.  Comprehensive loss was $5,384,882 for the year ended
December 31, 2001 (2000 - $34,747,129).

13. CAPITAL STOCK

Holders of common shares are entitled to one vote per share on all matters
submitted to a vote of the shareholders of the Company. Subject to preferences
that may apply to preferred shares outstanding, the holders of common shares
are entitled to receive dividends out of assets legally available at such
time and in such amounts as the Board of Directors may from time to time
determine. Upon the occurrence of a liquidation, dissolution or winding
up of the assets of the Company, the holders of common shares will be entitled
to share rateably in the distribution of all remaining assets available
for distribution after satisfaction of all liabilities and the payment
of any liquidation preference on any outstanding preferred shares.

On December 28, 2001, the Company's shareholders approved the amendment
of the Company's articles of incorporation, increasing the number of authorized
Common Shares to 500,000,000.  The shareholders also approved the
Debt Settlement Agreement between the Company and King Essence Limited
(e-Kong Group Limited's nominee), and the consequent issuance of 275,008,796
shares of the Common Stock of the Company to King Essence Limited in fulfillment
of the Debt Settlement Agreement.  At December 31, 2001, the shares
had not yet been issued, and  the transaction remains subject to regulatory
approval.

On December 22, 2000, the Company entered into two subscription agreements
to issue a total of 20 million common shares to two investors at a price
substantially below market value.  The difference between market and
granting price is recorded as additional paid-in capital.  On December
22, 2000, the closing value of the common stock was $0.1719 and the issue
price of the common shares was $0.025, resulting in $2,938,000 charged
to deficit.

|a)
Share Transactions and Outstanding Warrants                                                                                             |     | CASH PROCEEDS AND SHARE SUBSCRIPTIONS | WARRANT EXERCISE PRICE | VALUE ASSIGNED PER WARRANT | WARRANT EXPIRY FROM ISSUANCE DATE
|------------------------------------------------------------------------------------------------------------------------------------------ | --- | ------------------------------------- | ---------------------- | -------------------------- | ---------------------------------
|DATE OF ISSUANCE                                                                                                                           |     | COMMON SHARES                         | WARRANTS               |                            | ISSUE PRICE PER SHARE            
|Jan-01                                                                                                                                     | (a) | 1,500,000                             | -                      |                            | -                                
|Jan-01                                                                                                                                     | (b) | 332,604                               | -                      |                            | -                                
|Jan-01                                                                                                                                     | (b) | 412,500                               | -                      |                            | -                                
|Jan-01                                                                                                                                     | (b) | 79,896                                | -                      |                            | -                                
|Jan-01                                                                                                                                     | (c) | -                                     | (1,000,000)            |                            | -                                
|Feb-01                                                                                                                                     | (c) | -                                     | (700,000)              |                            | -                                
|Mar-01                                                                                                                                     | (c) | -                                     | (50,000)               |                            | -                                
|Apr-01                                                                                                                                     | (d) | 10,000                                | -                      |                            | $0.01                            
|Jun-01                                                                                                                                     | (c) | -                                     | (20,000)               |                            | -                                
|Jul-01                                                                                                                                     | (c) | -                                     | (27,200)               |                            | -                                
|Jul-01                                                                                                                                     | (c) | -                                     | (70,000)               |                            | -                                
|Jul-01                                                                                                                                     | (c) | -                                     | (28,000)               |                            | -                                
|Jul-01                                                                                                                                     | (c) | -                                     | (32,500)               |                            | -                                
|Jul-01                                                                                                                                     | (c) | -                                     | (25,000)               |                            | -                                
|Aug-01                                                                                                                                     | (c) | -                                     | (31,111)               |                            | -                                
|Aug-01                                                                                                                                     | (c) | -                                     | (200,000)              |                            | -                                
|Aug-01                                                                                                                                     | (c) | -                                     | (20,000)               |                            | -                                
|Aug-01                                                                                                                                     | (c) | -                                     | (20,000)               |                            | -                                
|Aug-01                                                                                                                                     | (c) | -                                     | (20,000)               |                            | -                                
|Aug-01                                                                                                                                     | (c) | -                                     | (24,000)               |                            | -                                
|Aug-01                                                                                                                                     | (c) | -                                     | (29,000)               |                            | -                                
|Sep-01                                                                                                                                     | (c) | -                                     | (150,000)              |                            | -                                
|Oct-01                                                                                                                                     | (c) | -                                     | (200,000)              |                            | -                                
|Oct-01                                                                                                                                     | (c) | -                                     | (30,000)               |                            | -                                
|Oct-01                                                                                                                                     | (c) | -                                     | (35,700)               |                            | -                                
|                                                                                                                                           |     |                                       |                        |                            |                                  
|(a)
The Company issued 1,500,000 common shares, in exchange for the cancellation
of 878,455 warrants, pursuant to a Termination Agreement. |     |                                       |                       
|(b)
Common shares issued pursuant to three Share Purchase Agreements.                                                                      |     |                                       |                        |                            |                                  
|(c)
Expired warrants.                                                                                                                      |     |                                       |                        |                            |                                  
|(d)
Common shares issued pursuant to a stock option exercise of 10,000 shares
at $0.01 per share.                                          |     |                                       |                        |                           

At the Company's Annual General Meeting held December 28, 2001, shareholders
approved he termination of the Company's 1999 Stock Option Plan. The Company's
2000 Stock Option Plan, which had only been approved by the Board of Directors,
has also been terminated.  Therefore, both Stock Option Plans are
terminated, with the following exceptions:

As of December 31, 2001, and as noted in the table below, 983,000 stock
options remain outstanding.  Stock options from the 1999 Plan in the
amount of 528,000 shares remain outstanding pursuant to Settlement Agreements
with four previous officers of the Company.  The Settlement Agreements
provide for the continuance of stock options previously granted.

Pursuant to the Termination Clauses contained in two Stock Option Agreements
granted to previous officers and directors, stock options in the amounts
of 280,000 and 100,000 shares remain in effect until March 10, 2002, and
January 28, 2002, respectively.  A stock option granted to a current
officer of the Company in the amount of 75,000 shares also remains in effect.

Other than the exceptions noted above, all other stock options in the
1999 and 2000 Stock Option Plans were cancelled on December 28, 2001.

|                                                                                                                | 2001                          |                                 | 2000 |                               |                                
|--------------------------------------------------------------------------------------------------------------- | ----------------------------- | ------------------------------- | ---- | ----------------------------- | -------------------------------
|                                                                                                                | NUMBER OF SHARES UNDER OPTION | WEIGHTED AVERAGE EXERCISE PRICE |      | NUMBER OF SHARES UNDER OPTION | WEIGHTED AVERAGE EXERCISE PRICE
|Outstanding at
beginning of year                                                                                | 4,273,600                     | $ 1.645                         |      | 2,472,000                     | $ 3.180                        
|Granted during
year, at market price                                                                            | 41,500                        | 0.530                           |      | 2,217,100                     | 0.712                          
|Granted during
year, above market price                                                                         | 200,000                       | 0.330                           |      | 85,600                        | 3.125                          
|Granted during
year, repriced to market price                                                                   | -                             | -                               |      | 531,700                       | 1.731                          
|Granted during
year, under market price                                                                         | -                             | -                               |      | 95,000                        | 0.010                          
|Exercised during
year                                                                                           | (10,000)                      | 0.010                           |      | (26,300)                      | 3.125                          
|Cancelled during
year (1)                                                                                       | (1,859,600)                   | 0.268                           |      | -                             | -                              
|Forfeited during
year (2)                                                                                       | (1,662,500)                   | 2.080                           |      | (1,101,500)                   | 3.194                          
|Expired during
year                                                                                             | -                             | -                               |      | -                             |                                
|Outstanding at
end of year                                                                                      | 983,000                       | $ 3.215                         |      | 4,273,600                     | $ 1.645                        
|(1)
Stock options issued pursuant to the 2000 Stock Option Plan and terminated
by the Board of Directors        |                               |                                
|(2) Stock options
issued pursuant to the 1999 Stock Option Plan and not exercised within
the required timeline.

|December
31, 2001: | OPTIONS OUTSTANDING      |                             | OPTIONS EXERCISABLE                        
|------------------ | ------------------------ | --------------------------- | -------------------------------------------
|                   | RANGE OF EXERCISE PRICES | NUMBER AT DECEMBER 31, 2001 | WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE
|                   | $0.01-$0.50              | -                           | -                                          
|                   | $0.51-$1.00              | -                           | -                                          
|                   | $1.01-$1.50              | -                           | -                                          
|                   | $1.51-$2.00              | -                           | -                                          
|                   | $2.01-$2.50              | -                           | -                                          
|                   | $2.51-$3.00              | -                           | -                                          
|                   | $3.125-$3.44             | 983,000                     | 5.06                                       

|December
31, 2000: | OPTIONS OUTSTANDING      |                             | OPTIONS EXERCISABLE                        
|------------------ | ------------------------ | --------------------------- | -------------------------------------------
|                   | RANGE OF EXERCISE PRICES | NUMBER AT DECEMBER 31, 2001 | WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE
|                   | $0.01-$0.50              | 1,909,600                   | 10.0                                       
|                   | $0.51-$1.00              | -                           | -                                          
|                   | $1.01-$1.50              | 5,000                       | 10.0                                       
|                   | $1.51-$2.00              | 3,000                       | 10.0                                       
|                   | $2.01-$2.50              | 7,500                       | 10.0                                       
|                   | $2.51-$3.00              | 36,500                      | 10.0                                       
|                   | $3.01-$3.50              | 2,312,000                   | 9.2                                        

The Company accounts for stock-based compensation using the intrinsic
value method prescribed in Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees".  This method recognizes
compensation cost as the amount by which the fair value of the stock exceeds
the exercise price at the date of grant.

Had the Company determined compensation costs based on fair value at
the date of grant for its awards under the method prescribed by Statement
of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-based
Compensation", the Company's loss and loss per share would have been as
follows:

|                                           | 2001          |  | 2000          
|------------------------------------------ | ------------- |  | --------------
|Loss for the period                        | $ (5,455,204) |  | $ (34,725,942)
|Additional compensation
recovery (expense) | 1,793,944     |  | (2,075,177)   
|Pro forma loss for
the period              | $ (3,661,260) |  | $ (36,801,119)
|                                           |               |  |               
|Pro forma basic and
diluted loss per share | $
(0.09)      |  | $
(1.91)      

(a) risk free interest rate of 5.9% - 6.1%,
(b) expected volatility of 80% - 200%;
(c) expected dividend yield of nil; and
(d) an estimated average life of two years.

14.  SUPPLEMENTAL CASH FLOWS

|                                                          |  | 2001      | 2000
|--------------------------------------------------------- |  | --------- | ----
|SUPPLEMENTALCASH
FLOW INFORMATION                         |  |           |     
|Cash paid for income
taxes                                |  | $ -       |     
|Cash paid for interest                                    |  | $ -       |     
|SUPPLEMENTAL
NON-CASH INVESTING AND                       |  |           |     
|FINANCING ACTIVITIES                                      |  |           |     
|Issuance of common
shares for acquisition of subsidiaries |  | 425,369   |     
|Stock based compensation                                  |  | (246,506) |     
|Share subscriptions
receivable                            |  | -         |     
|Deemed dividend                                           |  | -         |     
|Issuance of common
shares for consulting services         |  | -         |     
|Issuance of common
shares for legal services              |  | -         |     
|Issuance of common
shares for finder's fee                |  | -         |     
|Issuance of common
shares for Joint Venture               |  | -         |     
|Issuance of warrants
for finance fee                      |  | -         |     

As a result of settling accounts payable due from a subsidiary not subject
to compromise for an amount less than the stated amount, the Company has
recognized a gain.  However, since these transactions were conducted
solely on behalf of Company subsidiaries that are subject to compromise,
liquidation and wind-up, the Company has recognized this gain as a capital
transaction similar to the treatment for the eventual gain that would be
recognized when the subsidiaries are wound up.  The settlement agreements
were for outstanding amounts owed to two suppliers totaling $2,731,509. 
During the year, $56,605 was paid to these suppliers in accordance with
the settlement agreements, resulting in a gain recognized of $2,674,904.

16.  SEGMENT INFORMATION

The Company has identified its operating segments in the past based
on its business activities.  Since the Company does not currently
have any operating segments, no segment information is presented.

17. CONTINGENCIES

On July 25, 2000, the Company entered into a Settlement Agreement to
settle a law suit brought against the Company and its bankrupt subsidiary
by a former officer and director for unfair dismissal.  This former
officer and director has now commenced a new suit against the bankrupt
subsidiary for non-performance under the Settlement Agreement.  Specifically,
the former officer and director of the Company is claiming that SUM Media
Corp. did not fulfill its obligation under the Settlement Agreement to
find a purchaser for the former officer and director's 200,000 restricted
SUMmedia.com Inc. shares at a price equal to $4.00 per share.  The
former officer and director of the Company is claiming damages of $800,000
plus costs.  Since this claim is only against the bankrupt subsidiary,
the Company does not intend to take further action.

Philip Kunsberg, a former employee and officer of the Company, is seeking
500,000 shares of the Company and $50,000 as settlement for debt (see Due
to Related Parties note), expenses and severance owed him by SUM Media
Corp. and related to his former position as President and Director of SUMmedia. 
Since debt, expenses and severance are owed by SUM Media Corp., the Company
does not intend to take any further action.

In January 2001, a claim was filed against the Company for unpaid invoices
totaling $51,688.  These invoices are for printing services. 
An agreement to settle this claim has been reached.  However as of
December 31, 2001, the settlement amount (US$15,506.42) had not been paid.

Two former employees have filed claims against the Company's U.S. subsidiary,
SUMmedia America Inc., for $15,000 each.  These claims relate to the
termination of the claimants' employment.  The claimants have taken
no further action against the Company.

As reported previously on Form 10-QSB for the quarter ended March 31,
2001, and pursuant to a Termination Agreement dated December 22, 2000,
between the Company and Swartz Private Equity LLC ("Swartz"), potential
future obligations to issue additional common shares to Swartz still exist. 
The amount of shares which may have to be issued is based upon a share
value adjustment clause.  Under this Termination Agreement, 1,500,000
restricted shares were issued to Swartz in January 2001, and 878,455 warrants
previously issued to Swartz were cancelled.  Pursuant to Rule 144
of the Securities Act, the restricted shares issued to Swartz can become
free trading one year after issuance.  The Termination Agreement sets
out various dates on which additional shares must be issued (or cash paid)
if the 20 day moving average market value of the restricted shares and
free trading shares, plus any cash paid, is less than $500,000.  These
adjustments continue until the amount of free trading shares, plus cash
paid, is at least equal to $500,000 on a date ninety-one days after the
last adjustment date.  Although the value to Swartz has been less
than $409,000, to date, no additional shares have been issued or cash paid
to Swartz.  Based on adjustment dates since the Termination Agreement
until December 31, 2001, the Company should have issued approximately 6,765,000
additional shares or paid cash of $386,000 to Swartz.  Since no shares
were issued or cash paid within 10 days of the adjustment date, Swartz
can choose to receive cash instead of additional shares.  To date,
no such request or other communication has been received from Swartz. With
respect to the Termination Agreement, no adjustments have been recorded
in these financial statements.

18. SUBSEQUENT EVENTS
Subsequent to December 31, 2001, the Company amended its articles of
incorporation to increase the authorized common stock of the Company to
500,000,000 shares. The amendment to the Company's articles of incorporation
was approved by the shareholders at the Annual General Meeting held on
December 28, 2001 (note 9). The present articles of incorporation provide
for both the issuance of common and preferred shares with par values assigned.
Therefore, the Company may issue up to 500,000,000 common shares of $0.01
par value and up to 1,000,000 preferred shares of $0.01 par value. The
specific classes and preferences of the preferred shares are left to the
board of directors to determine at such time as those preferred shares
might be issued.  Preferred shares were unaffected by this amendment.

PART III

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

No changes or disagreements.

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

(A) DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS

The following table sets forth information regarding the executive officers
and directors and key employees of SUMmedia as of February 15, 2002

|NAME AND POSITION                            | AGE | HELD POSITION SINCE
|-------------------------------------------- | --- | -------------------
|Eamon Egan, Chairman, President
and Director | 41  | 2001               
|Lawton Bloom, Secretary and Director         | 31  | 2001               
|L. Evan Baergen, Chief Financial
Officer     | 38  | 2000               

The following is a brief summary of the business experience of each
director and officer over the last five years:

EAMON P.M. EGAN
CHAIRMAN, PRESIDENT AND DIRECTOR

Mr. Egan has been a corporate solicitor since 1985 and is a member of
the Law Societies of Hong Kong, England, Wales and British Columbia. He
has served as a Director and General Manager of SUMmedia.com.hk Limited
since December, 1999, and serves as the director of Business Development
of the e-KONG Group Limited in Hong Kong. He was appointed a Director of
SUMmedia.com on April 11, 2001, to fill a vacancy on the Board.  Since
1993, he has served as a director of Experience Publications Limited, a
Hong Kong-based advertising publisher.

LAWTON W. BLOOM
SECRETARY AND DIRECTOR

Mr. Bloom has extensive experience in operations management, business
development, and strategic planning.  He currently serves as Vice
President of Strategy, North America, for e-Kong Group Limited.  Prior
to joining e-Kong Group Limited in 2000, Mr. Bloom was a consultant with
Argus Management Corporation.   From 1996 to 1999 he worked in
Beijing and the United States on operations, strategic planning and business
development for UNIFI Communications, a US-based telecom service provider.
 
L. EVAN BAERGEN, CA
CHIEF FINANCIAL OFFICER

Mr. Baergen is currently the President, Secretary and Treasurer of Green
Fusion Corporation.  Mr. Baergen has been an officer of SUMmedia since
December 2000. He joined SUMmedia from Group Telecom, a telecommunications
Company, where he worked as Vice President of Operations.  Mr. Baergen
was the CFO for an advertising agency, Koo Creative Group, in 1998 and
has worked for other companies, such as Nortel Networks.  Mr. Baergen
obtained his Chartered Accountant designation while articling with Price
Waterhouse in 1992.  He also holds a Bachelor of Business Administration
in accounting from Simon Fraser University and an Electronics Engineering
Technology Diploma from Northern Alberta Institute of Technology.

(B) COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
ACT

Section 16(a) of the Securities Exchange Act of 1934, as amended ("Exchange
Act") requires executive officers and directors and persons who beneficially
own more than 10% of the common stock ("Reporting Persons") to file initial
reports of ownership on Form 3 and reports of changes in ownership in Forms
4 and 5 with the Securities and Exchange Commission ("SEC"). Reporting
Persons are required by SEC regulations to furnish the Company with copies
of all Section 16(a) forms that they file.

During the year ended December 31, 2001, all Reporting Persons reported
their beneficial ownership on Forms 3 and, subsequently, changes to their
beneficial ownership on Forms 4 and 5, with the following exceptions. 
Johnson Chan, Clayhill Limited, Jade West Investment Limited and e-Kong
Services Limited did not file Forms 3.  Subsequent to December 31,
2001, Forms 3 for Eamon Egan and Lawton Bloom have been filed, and Clayhill
Limited has filed Schedule 13D.
 
ITEM 10:  EXECUTIVE COMPENSATION

(A) EXECUTIVE COMPENSATION

The following table sets forth information concerning executive compensation
earned in the years ended December 31, 2001 and December 31, 2000. 
The information in the following table includes salaries, bonuses, stock
options granted, and other miscellaneous compensation.

|                                                                                             |                     | Long Term Compensation
|-------------------------------------------------------------------------------------------- | ------------------- | ----------------------
|                                                                                             |                     | Securities            
|Name and Principal                                                                           | Annual
Compensation | Underlying            
|Position                                                                                     | Year                | Salary                
|Eamon P.M. Egan, 

Chairman and President from December 2001                                 | 2001                | --                    
|                                                                                             |                     |                       
|Grant M. Petersen                                                                            | 2001                | $57,243.78**          
|Chairman and Chief Executive                                                                 | 2000                | 214,260*              
|Officer from August 1999 to December
2001, Acting President from July 2000 to September 2000 |                     |                       
|                                                                                             |                     |                       
|John Veltheer                                                                                | 2001                | --                    
|President, from August 1999 to
July 2000                                                     | 2000                | 165,884               
|                                                                                             |                     |                       
|David Noble                                                                                  | 2001                | 45,994                
|Chief Information Officer from
November 1999                                                 | 2000                | 113,340               
|                                                                                             |                     |                       
|Andre Dragon,                                                                                | 2001                | --                    
|Chief Operating Officer from August
1999 to November 2000                                    | 2000                | 105,530               
|                                                                                             |                     |                       
|L. Evan Baergen, 

Chief Financial Officer and Secretary from December 2000                  | 2001                | 88,377                

(B) OPTION GRANTS IN LAST FISCAL YEAR

The following table represents the grants of stock options in the fiscal
year ended December 31, 2001 to Eamon P. M. Egan, Grant M. Petersen, John
Veltheer, David Noble, Andre Dragon and L. Evan Baergen.

|Name              | Number of

Securities

Underlying

Options (#) | Percent of

Total Options

Granted to

Employees in

Fiscal Year | Exercise

of Base

Price

($/Share) | Expiration

Date
|----------------- | ---------------------------------------------- | ---------------------------------------------------------------- | ----------------------------------- | ----------------
|Eamon P.M. Egan   | --                                             | --                                                               | --                                  | --              
|Grant M. Petersen | 200,000*                                       | 82.82%                                                           | $0.33                               | --              
|John Veltheer     | --                                             | --                                                               | --                                  | --              
|David Noble       | --                                             | --                                                               | --                                  | --              
|Andre Dragon      | --                                             | --                                                               | --                                  | --              
|L. Evan Baergen   | --                                             | --                                                               | --                                  | --              

(C) AGGREGATED OPTION EXERCISES AND FISCAL YEAR
END OPTION VALUE TABLE

The following table represents the exercise of stock options in the
fiscal year ended December 31, 2001 and the fiscal year end value of unexercised
options to Eamon P.M. Egan, Grant M. Petersen, John Veltheer, David Noble,
Andre Dragon and L. Evan Baergen.



|Name              | Shares

Acquired

on

Exercise

(#) | Value

Realized

($) | Number of

Unexercised

Securities

Underlying

Options at

FY-end (#)

Exercisable/

Unexercisable | Value of

Unexercised

In-The-Money

Options at

FY-end ($)

Exercisable/

Unexercisable
|----------------- | ----------------------------------- | -------------------- | --------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------
|Eamon P.M. Egan   | --                                  | --                   | --/--                                                                                               | --/--                                                                                   
|Grant M. Petersen | --                                  | --                   | 280,000/--                                                                                          | --/--                                                                                   
|John Veltheer     | --                                  | --                   | 200,000/--                                                                                          | --/--                                                                                   
|David Noble       | 10,000                              | $2,400               | --/--                                                                                               | --/--                                                                                   
|Andre Dragon      | --                                  | --                   | --/--                                                                                               | --/--                                                                                   
|L. Evan Baergen   | --                                  | --                   | 71,400/3,600                                                                                        | --/--                                                                                   





(D) DIRECTOR COMPENSATION

Currently, SUMmedia's directors do not receive any cash compensation
for their services as directors.
 
(E) EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT,
AND CHANGE-IN-CONTROL ARRANGEMENTS

At the Company's Annual General Meeting held December 28, 2001, the
shareholders approved a Debt Settlement Agreement between the Company and
King Essence Limited, e-Kong Group Limited's nominee, whereby the Company
would issue 275,008,796 shares to King Essence Limited.  Upon the
issuance of these shares, e-Kong Group Limited, together with its affiliates,
would hold an absolute majority position in the Company of approximately
92%.  As of December 31, 2001, these shares had not yet been issued
and the transaction remains subject to regulatory approval.
 
ITEM 11:  SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information with respect to beneficial
ownership of SUMmedia's common stock as of February 15, 2002 for:

(a) Each person or entity known by SUMmedia to beneficially own more
than 5% of its outstanding common stock;
(b) Each of its directors and named executive officers; and
(c) All of SUMmedia's directors and named executive officers as a group.

Unless otherwise indicated by footnote, the persons named in the table
have sole voting and sole investment power with respect to all shares of
common stock shown as beneficially owned by them.

|NAME AND ADDRESS OF BENEFICIAL OWNER OR
NAME OF OFFICER OR DIRECTOR | AMOUNT OF

BENEFICIAL OWNERSHIP | PERCENT OF

CLASS (1)
|------------------------------------------------------------------- | ------------------------------- | ---------------------
|e-Kong Services Limited (2)                                         | 17,008,000                      | 40.27%               
|All Officers and directors as
a group (3 persons)                   | 75,000                          | *                    
|Eamon Egan (3)                                                      | Nil                             | *                    
|Lawton Bloom (4)                                                    | Nil                             | *                    
|Grant M. Petersen (5)                                               | 4,735,293                       | 11.21%               
|Dennis Molloy (6)                                                   | 4,384,793                       | 10.38%               
|Jade West Investment Limited (7)                                    | 4,000,000                       | 9.47%                
|L. Evan Baergen (8)                                                 | 75,000                          | *                    

(2) e-Kong Services Limited's address is Suite 2101-3,
K. Wah Centre, 191 Java Road, North Point, Hong Kong. Includes 16,000,000
shares held by Clayhill Limited of P.O. Box 957, Road Town, Tortola, British
Virgin Islands. e-Kong Services Limited and Clayhill Limited are wholly
owned subsidiaries of e-Kong Group Limited, a Company traded on the Hong
Kong Stock Exchange. The address of E-Kong Group Limited is Suite 2101-3
K. Wah Center, 191 Java Road, North Point, Hong Kong.

(3) Mr. Egan's address is Suite 13D - 76 Jaffe Rd., Wanchai,
Hong Kong.

(4) Mr. Bloom's address is Suite #200 - 200 Lake Drive
East, Cherry Hill, NJ 08002.

(5) Includes stock options for 280,000 shares currently
exercisable, or exercisable within 60 days. Includes 2,743,355 shares owned
of record on August 6, 1999 by nominees for Mr. Petersen as to which shares
Mr. Petersen effectively possesses sole voting and investment powers. None
of such nominee relationships were initially embodied in formal written
agreements. Mr. Petersen has subsequently obtained stock powers covering
786,439 shares formerly owned of record by certain of the nominees.

(6) Mr. Molloy's address is 24446 80th Avenue, Langley,
B.C., Canada. Includes 2,743,355 shares owned of record on August 6, 1999
by nominees for Mr. Molloy as to which shares Mr. Molloy effectively possesses
sole voting and investment powers. None of such nominee relationships were
initially embodied in formal written agreements. Mr. Molloy has subsequently
obtained stock powers covering 786,439 shares formerly owned of record
by certain of the nominees.

(7) Jade West Investment Limited's address is P.O. Box
146, Road Town, Tortola, British Virgin Islands.

(8) Mr. Baergen's address is Suite #208 - 750 Terminal
Avenue, Vancouver, B.C. Canada. Includes options for shares currently exercisable
or exercisable within 60 days.

See Note 9, "Related Party Transactions", in the Notes to Consolidated
Financial Statements.

ITEM 13:  EXHIBITS, LISTS AND REPORTS
ON FORM 8-K

(a) The following is a list of all exhibits filed as part of this
filing or, as noted, incorporated by reference in this filing:

Exhibit No.           
Description and Method of Filing

Exhibit 2.1 Share Purchase Agreement between JCC Consulting Services,
Ltd., Cambridge Asset Holdings S.A., Tigerlily Financial Inc., Grant Petersen,
Jihong Zhang, Andre Dragon, Dennis Molloy, Albert Szajman, John Veltheer,
David Lewis, Reliance Resources Inc. and SUM Media Corp. dated June 11,
1999.*

Exhibit 3.1.1 Amended and Restated Articles of Incorporation dated June
23, 1999.*

Exhibit 3.1.2 Articles of Amendment dated August 20, 1999 (incorporated
by reference to the registrant's Quarterly Report on Form 10-QSB for the
quarter ended September 30, 1999).

Exhibit 3.1.3 Articles of Amendment dated February 14, 2002.

Exhibit 3.2 Bylaws adopted by registrant on August 10, 1998.*

Exhibit 10.1 Software License and Services Agreement between SUMmedia
and Oracle Corporation Canada Inc.*

Exhibit 10.2 Subscription Agreement between SUMmedia.com Inc. and Clayhill
Limited dated December 4, 2000.

Exhibit 10.3 Subscription Agreement between SUMmedia.com Inc. and Jade
West Investment Limited dated December 4, 2000.

Exhibit 10.4 Letter Agreement amending Subscription Agreement between
SUMmedia.com Inc. and Clayhill Limited dated December 15, 2000.

Exhibit 10.5 Letter Agreement amending Subscription Agreement between
SUMmedia.com Inc. and Jade West Investment Limited dated December 15, 2000.

Exhibit 10.6 Second Amendment to the Subscription Agreement by and between
SUMmedia.com Inc. and Clayhill Limited, dated January 30, 2001.

Exhibit 10.7 Second Amendment to the Subscription Agreement by and between
SUMmedia.com Inc. and Jade West Investment Limited , dated January 30,
2001.

Exhibit 10.8 Investment Agreement between SUMmedia.com Inc. and Swartz
Private Equity LLC dated November 6, 2000.

Exhibit 10.9 Termination Agreement between SUMmedia.com Inc. and Swartz
Private Equity LLC dated December 22, 2000.

Exhibit 10.10 Offer to Lease Agreement between SUMmedia.com Inc. and
Hewlett Packard (Canada) Ltd. dated March 28, 2000.

Exhibit 10.11 1999 Stock Option Plan**

Exhibit 10.12 2000 Stock Option Plan

Exhibit 10.13 Share Purchase Agreement between SUMmedia.com Inc. and
SUMmedia.com Pty Limited, PETCO Investments Pty Limited, ISEC Limited and
Trevor Allan Follett, dated October 27, 2000.

Exhibit 10.14 Debt Settlement Agreement between SUMmedia.com Inc. and
King Essence Limited dated June 22, 2001.****

Exhibit 21.1 Subsidiaries of the Registrant.

Exhibit 99.1 Financial Statements from the Annual Report on Form 10-KSB
for the year ended December 31, 1997 incorporated by reference to the same.

Exhibit 99.2 Financial Statements from the Annual Report on Form 10-KSB
for the year ended December 31, 1998 incorporated by reference to the same.

Exhibit 99.3 Financial Statements from the Annual Report on Form 10-KSB
for the year ended December 31, 1999 incorporated by reference to the same.

Exhibit 99.4 Financial Statements from the Annual Report on Form 10-KSB
for the year ended December 31, 2000 incorporated by reference to the same.

(b)  Reports filed on Form 8-K

A Form 8-K was filed June 27, 2000 to disclose the resignations of officers
of the Company and also to report the Company's entering in a new stage
of development.***

A Form 8-K was filed January 30, 2001 to disclose a change in control
of the Company and to report resignations from and appointments to the
Board of Directors.***

A Form 8-K was filed on June 8, 2001 to disclose the disposition of
substantially all of the assets of the Company's wholly owned Canadian
subsidiary SUM Media Corp.***

__________

* Previously filed as part of Issuer's Registration Statement on Form
10-SB filed March 22, 2000, and incorporated by reference.
**Previously filed as Exhibit A of the Issuer's Definitive Proxy Statement
filed June 16, 2000, and incorporated by reference.
***Previously filed on Form 8-K and incorporated by reference.
****Previously filed as Exhibit A of the Issuer's Definitive Proxy
Statement filed November 19, 2001, and incorporated by reference.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

SUMMEDIA.COM INC.

By:   /s/ L. Evan Baergen
L. Evan Baergen, CA
Chief Financial Officer

Date: March  28, 2002

In accordance with the Exchange Act, this report has been signed by
the following persons on behalf of the Registrant and in the capacities
and on the dates indicated.

By:  /s/ L. Evan Baergen
       L. Evan Baergen, CA
       Chief Financial Officer

Date:  March   28, 2002

By:  /s/ Eamon Egan
       Eamon Egan
       Chairman, President and Director

Date:  March   28, 2002

By:  /s/ Lawton Bloom
       Lawton Bloom
       Secretary and Director

Date:  March  28, 2002

EXHIBIT INDEX

Exhibit No.          Description
and Method of Filing

Exhibit 2.1 Share Purchase Agreement between JCC Consulting Services,
Ltd., Cambridge Asset Holdings S.A., Tigerlily Financial Inc., Grant Petersen,
Jihong Zhang, Andre Dragon, Dennis Molloy, Albert Szajman, John Veltheer,
David Lewis, Reliance Resources Inc. and SUM Media Corp. dated June 11,
1999.*

Exhibit 3.1.1 Amended and Restated Articles of Incorporation dated June
23, 1999.*

Exhibit 3.1.2 Articles of Amendment dated August 20, 1999 (incorporated
by reference to the registrant's Quarterly Report on Form 10-QSB for the
quarter ended September 30, 1999).

Exhibit 3.1.3 Articles of Amendment dated February 14, 2002.

Exhibit 3.2 Bylaws adopted by registrant on August 10, 1998.*

Exhibit 10.1 Software License and Services Agreement between SUMmedia
and Oracle Corporation Canada Inc.*

Exhibit 10.2 Subscription Agreement between SUMmedia.com Inc. and Clayhill
Limited dated December 4, 2000.

Exhibit 10.3 Subscription Agreement between SUMmedia.com Inc. and Jade
West Investment Limited dated December 4, 2000.

Exhibit 10.4 Letter Agreement amending Subscription Agreement between
SUMmedia.com Inc. and Clayhill Limited dated December 15, 2000.

Exhibit 10.5 Letter Agreement amending Subscription Agreement between
SUMmedia.com Inc. and Jade West Investment Limited dated December 15, 2000.

Exhibit 10.6 Second Amendment to the Subscription Agreement by and between
SUMmedia.com Inc. and Clayhill Limited , dated January 30, 2001.

Exhibit 10.7 Second Amendment to the Subscription Agreement by and between
SUMmedia.com Inc. and Jade West Investment Limited , dated January 30,
2001.

Exhibit 10.8 Investment Agreement between SUMmedia.com Inc. and Swartz
Private Equity LLC dated November 6, 2000.

Exhibit 10.9 Termination Agreement between SUMmedia.com Inc. and Swartz
Private Equity LLC dated December 22, 2000.

Exhibit 10.10 Offer to Lease Agreement between SUMmedia.com Inc. and
Hewlett Packard (Canada) Ltd. dated March 28, 2000.

Exhibit 10.11 1999 Stock Option Plan**

Exhibit 10.12 2000 Stock Option Plan

Exhibit 10.13 Share Purchase Agreement between SUMmedia.com Inc. and
SUMmedia.com Pty Limited, PETCO Investments Pty Limited, ISEC Limited and
Trevor Allan Follett, dated October 27, 2000.

Exhibit 10.14 Debt Settlement Agreement between SUMmedia.com Inc. and
King Essence Limited dated June 22, 2001.****

Exhibit 21.1 Subsidiaries of the Registrant.

Exhibit 99.1 Financial Statements from the Annual Report on Form 10-KSB
for the year ended December 31, 1997 incorporated by reference to the same.

Exhibit 99.2 Financial Statements from the Annual Report on Form 10-KSB
for the year ended December 31, 1998 incorporated by reference to the same.

Exhibit 99.3 Financial Statements from the Annual Report on Form 10-KSB
for the year ended December 31, 1999 incorporated by reference to the same.

Exhibit 99.4 Financial Statements from the Annual Report on Form 10-KSB
for the year ended December 31, 2000 incorporated by reference to the same.

(b)  Reports filed on Form 8-K

A Form 8-K was filed June 27, 2000 to disclose the resignations of officers
of the Company and also to report the Company's entering in a new stage
of development.***

A Form 8-K was filed January 30, 2001 to disclose a change in control
of the Company and to report resignations from and appointments to the
Board of Directors.***

A Form 8-K was filed on June 8, 2001 to disclose the disposition of
substantially all of the assets of the Company's wholly owned Canadian
subsidiary SUM Media Corp.***

__________

* Previously filed as part of Issuer's Registration Statement on Form
10-SB filed March 22, 2000, and incorporated by reference.
**Previously filed as Exhibit A of the Issuer's Definitive Proxy Statement
filed June 16,2000, and incorporated by reference.
***Previously filed on Form 8-K and incorporated by reference.
****Previously filed as Exhibit A of the Issuer's Definitive Proxy
Statement filed November 19, 2001, and incorporated by reference.